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 March 31, 2020 (unaudited) and December 31, 2019 | 1 | |
2 | ||
3 | ||
4 | ||
5 | ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12 | |
19 | ||
20 | ||
21 | ||
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22 | ||
22 | ||
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STEEL DYNAMICS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| ||||||
March 31, | December 31, | |||||
2020 | 2019 | |||||
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 March 31, 2020 and December 31, 2019, respectively | | | ||||
Treasury stock, at cost; | ||||||
as of March 31, 2020 and December 31, 2019, respectively | ( | ( | ||||
Additional paid-in capital | | | ||||
Retained earnings | | | ||||
Accumulated other comprehensive income (loss) | | ( | ||||
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 | |||||
March 31, | |||||
2020 | 2019 | ||||
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 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 | |||||
March 31, | |||||
2020 | 2019 | ||||
Net income | $ | | $ | | |
Other comprehensive income (loss) - net unrealized gain (loss) on | |||||
cash flow hedging derivatives, net of income tax | | ( | |||
Comprehensive income | | | |||
Comprehensive income 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 | |||||
March 31, | |||||
2020 | 2019 | ||||
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 | ( | ( | |||
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, Structural and Rail Division, Engineered Bar Products Division, Vulcan Threaded Products, Inc., Roanoke Bar Division, Steel of West Virginia, and Iron Dynamics, a liquid pig iron (scrap substitute) production facility that supplies solely the Butler Flat Roll Division. These operations include electric arc furnace steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills, with several coating and processing lines. Steel operations accounted for
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 unsecured 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 or controlled subsidiaries, after elimination of intercompany accounts and transactions. Noncontrolling and redeemable noncontrolling interests represent the noncontrolling owner’s proportionate share in the equity, income, or losses of the company’s majority-owned or 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; allowances for credit losses 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, 2019.
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 and equivalents 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 $
5
Note 1. Description of the Business and Significant Accounting Policies (Continued)
Goodwill
The company’s goodwill consisted of the following at March 31, 2020, and December 31, 2019, (in thousands):
March 31, | December 31, | |||||||
2020 | 2019 | |||||||
Steel Operations Segment | $ | | $ | | ||||
Metals Recycling Operations Segment | | | ||||||
Steel Fabrication Operations Segment | | | ||||||
$ | | $ | |
Metals Recycling Operations Segment goodwill decreased $
Credit Losses
ASU 2016-13, Financial Instruments - Credit Losses and its subsequent corresponding updates (ASC 326), requires an entity to use a forward-looking expected loss model versus the incurred loss model for most financial instruments, including accounts receivable. The company adopted ASC 326 effective January 1, 2020, using the modified retrospective transition method, with no impact on the company’s financial position, results of operations or cash flows.
The company is exposed to credit risk in the event of nonpayment of accounts receivable by customers. The company mitigates its exposure to credit risk, which it generally extends on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable. The allowance for credit losses for accounts receivable is based on the company’s reasonable estimate of known credit risks and historical experience, adjusted for current and anticipated economic and other pertinent factors affecting the company’s customers, that may differ from historical experience. Customer accounts receivable are written off when all collection efforts have been exhausted and the amounts are deemed uncollectible.
At March 31, 2020, we reported $
Note 2. 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 March 31, | |||||||||||||||||
2020 | 2019 | ||||||||||||||||
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 | $ | | | $ | | $ | | | $ | |
6
Note 3. 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.
March 31, | December 31, | ||||||
2020 | 2019 | ||||||
Raw materials | $ | $ | |||||
Supplies | |||||||
Work in progress | |||||||
Finished goods | |||||||
Total inventories | $ | $ |
Note 4. 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 ended March 31, 2020 and 2019:
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, 2019 | $ | | $ | ( | $ | | $ | | $ | ( | $ | ( | $ | | $ | | |||||||
Dividends declared | - | - | - | ( | - | - | ( | - | |||||||||||||||
Noncontrolling investors of USS | - | - | - | - | - | ( | ( | | |||||||||||||||
Share repurchases | - | ( | - | - | - | - | ( | - | |||||||||||||||
Equity-based compensation | - | | | ( | - | - | | - | |||||||||||||||
Net income | - | - | - | | - | | | - | |||||||||||||||
Other comprehensive loss, net of tax | - | - | - | - | | - | | - | |||||||||||||||
Balances at March 31, 2020 | $ | | $ | ( | $ | | $ | | $ | | $ | ( | $ | | $ | |
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 | $ | | $ | ( | $ | | $ | | $ | | $ | ( | $ | | $ | | |||||||
Dividends declared | - | - | - | ( | - | - | ( | - | |||||||||||||||
Noncontrolling investors of USS | - | - | - | - | - | - | | ||||||||||||||||
Share repurchases | - | ( | - | - | - | - | ( | - | |||||||||||||||
Equity-based compensation | - | | | ( | - | - | | - | |||||||||||||||
Net income | - | - | - | | - | | | - | |||||||||||||||
Other comprehensive loss, net of tax | - | - | - | - | ( | - | ( | - | |||||||||||||||
Balances at March 31, 2019 | $ | | $ | ( | $ | | $ | | $ | | $ | ( | $ | | $ | |
7
Note 5. Derivative Financial Instruments
The company is exposed to certain risks relating to its ongoing business operations. The company utilizes derivative instruments to mitigate commodity margin risk, and occasionally to mitigate foreign currency exchange rate risk, and have in the past to mitigate interest rate fluctuation risk. The company routinely enters into forward exchange traded futures and option contracts to manage the price risk associated with nonferrous metals inventory as well as purchases and sales of nonferrous and ferrous metals (primarily aluminum and copper). The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements.
Commodity Futures Contracts. If the company is “long” on futures contracts, it means the company has more futures contracts purchased than futures contracts sold for the underlying commodity. If the company is “short” on a futures contract, it means the company has more futures contracts sold than futures contracts purchased for the underlying commodity.
Commodity Futures | Long/Short | Metric Tons | |||
Aluminum | Long | ||||
Aluminum | Short | ||||
Copper | Long | ||||
Copper | Short |
The following summarizes the location and amounts of the fair values reported on the company’s consolidated balance sheets as of March 31, 2020, and December 31, 2019, and gains and losses related to derivatives included in the company’s statement of income for the three-month periods ended March 31, 2020, and 2019 (in thousands):
Asset Derivatives | Liability Derivatives | ||||||||||||
Balance sheet | Fair Value | Fair Value | |||||||||||
location | March 31, 2020 | December 31, 2019 | March 31, 2020 | December 31, 2019 | |||||||||
Derivative instruments designated as hedges | |||||||||||||
Commodity futures | Other current assets | $ | | $ | | $ | | $ | | ||||
Derivative instruments not designated as hedges | |||||||||||||
Commodity futures | Other current assets | | | | | ||||||||
Total derivative instruments | $ | | $ | | $ | | $ | |
The fair value of the above derivative instruments along with required margin deposit amounts with the same counterparty under master netting arrangements totaled $
Amount of gain (loss) | Amount of gain (loss) | |||||||||||||||
recognized in income | Location of gain | recognized in income | ||||||||||||||
Location of gain | on derivatives for the | (loss) recognized | on derivatives for the | |||||||||||||
(loss) recognized | three months ended | Hedged items in | in income on | three months ended | ||||||||||||
in income on | March 31, | fair value hedge | related hedged | March 31, | ||||||||||||
derivatives | 2020 | 2019 | relationships | items | 2020 | 2019 | ||||||||||
Derivatives in fair value | ||||||||||||||||
hedging relationships | ||||||||||||||||
Commodity futures | Costs of goods sold | $ | | $ | ( | Firm commitments | Costs of goods sold | $ | | $ | ( | |||||
Inventory | Costs of goods sold | ( | | |||||||||||||
Derivatives not designated | $ | | $ | ( | ||||||||||||
as hedging instruments | ||||||||||||||||
Commodity futures | Costs of goods sold | $ | | $ | ( |
Derivatives accounted for as fair value hedges had ineffectiveness resulting in losses of $
8
Note 5. Derivative Financial Instruments (Continued)
Derivatives accounted for as cash flow hedges resulted in net gains of $
Note 6. Fair Value Measurements
Accounting standards provide a comprehensive framework for measuring fair value and sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. Levels within the hierarchy are defined as follows:
● | Level 1—Unadjusted quoted prices for identical assets and liabilities in active markets; |
● | Level 2—Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable for the asset or liability, either directly or indirectly; and |
● | Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
The following table sets forth financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheet and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of March 31, 2020, and December 31, 2019 (in thousands):
Quoted Prices | Significant | ||||||||||
in Active | Other | Significant | |||||||||
Markets for | Observable | Unobservable | |||||||||
Identical Assets | Inputs | Inputs | |||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||
March 31, 2020 | |||||||||||
Short-term investments | $ | | $ | $ | | $ | |||||
Commodity futures – financial assets | | | |||||||||
Commodity futures – financial liabilities | | | |||||||||
December 31, 2019 | |||||||||||
Short-term investments | $ | | $ | $ | | $ | |||||
Commodity futures – financial assets | | | |||||||||
Commodity futures – financial liabilities |
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The carrying amounts of financial instruments including cash and equivalents approximate fair value (Level 1). The fair values of short-term investments and the commodity futures contracts are estimated by the use of quoted market prices, estimates obtained from brokers, and other appropriate valuation techniques based on references available (Level 2). The fair value of long-term debt, including current maturities, as determined by quoted market prices (Level 2), was approximately $
Note 7. Commitments and Contingencies
The company is involved in various routine litigation matters, including administrative proceedings, regulatory proceedings, governmental investigations, environmental matters, and commercial and construction contract disputes, none of which are expected to have a material impact on our financial condition, results of operations, or liquidity.
9
Note 8. Segment Information
The company’s operations are primarily organized and managed by reportable operating segments, which are steel operations, metals recycling operations, and steel fabrication operations. The segment operations are more fully described in Note 1 to the consolidated financial statements. Operating segment performance and resource allocations are primarily based on operating results before income taxes. The accounting policies of the reportable segments are consistent with those described in Note 1 to the consolidated financial statements. Intra-segment sales and any related profits are eliminated in consolidation. Amounts included in the category “Other” are from 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 unsecured credit facility, senior notes, certain other investments and certain profit sharing expenses.
The company’s segment results, including disaggregated revenue by segment to external, external non-United States, and other segment customers, are as follows (in thousands):
Metals | Steel | |||||||||||||||||
For the three months ended | Steel | Recycling | Fabrication | |||||||||||||||
March 31, 2020 | Operations | Operations | Operations | Other | Eliminations | Consolidated | ||||||||||||
Net sales - disaggregated revenue | ||||||||||||||||||
External | $ | | $ | | $ | | $ | | $ | - | $ | | ||||||
External Non-U.S. | | | - | | - |