UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the period
ended June 30, 2019
OR
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number 0-21719
Steel Dynamics, Inc.
(Exact name of registrant as specified in its charter)
Indiana | 35-1929476 | |
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(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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7575 West Jefferson Blvd, Fort Wayne, IN | | 46804 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (260) 969-3500
Securities registered pursuant to Section 12(b) of the Act.
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Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock voting, $0.025 par value | STLD | |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒⌧ No ☐◻
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒⌧ No ☐◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (see definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act).
(Check one): | Large accelerated filer ⌧ | Accelerated filer ◻ | Non-accelerated filer ◻ | |||
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Smaller reporting company ☐ | | Emerging growth company ☐ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒ No⌧
As of NovemberAugust 1, 2017,2019, Registrant had 236,951,784219,613,147 outstanding shares of common stock.stock.
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| Consolidated Balance Sheets as of |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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STEEL DYNAMICS, INC.
CONSOLIDATED BALANCEBALANCE SHEETS
(in thousands, except share data)
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| June 30, | | | December 31, | ||
| 2019 | | | 2018 | ||
Assets | (unaudited) | | | | | |
Current assets | | | | | | |
Cash and equivalents | $ | 972,561 | | | $ | 828,220 |
Short-term investments | | 114,154 | | | | 228,783 |
Accounts receivable, net | | 1,069,061 | | | | 1,040,220 |
Accounts receivable-related parties | | 3,818 | | | | 3,536 |
Inventories | | 1,802,759 | | | | 1,859,168 |
Other current assets | | 61,248 | | | | 72,730 |
Total current assets | | 4,023,601 | | | | 4,032,657 |
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Property, plant and equipment, net | | 2,947,243 | | | | 2,945,767 |
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Intangible assets, net | | 256,302 | | | | 270,328 |
Goodwill | | 526,462 | | | | 429,645 |
Other assets | | 104,306 | | | | 25,166 |
Total assets | $ | 7,857,914 | | | $ | 7,703,563 |
Liabilities and Equity | | | | | | |
Current liabilities | | | | | | |
Accounts payable | $ | 516,109 | | | $ | 536,743 |
Accounts payable-related parties | | 9,047 | | | | 14,011 |
Income taxes payable | | 3,032 | | | | 7,468 |
Accrued payroll and benefits | | 148,747 | | | | 264,542 |
Accrued interest | | 25,509 | | | | 25,526 |
Accrued expenses | | 151,161 | | | | 146,613 |
Current maturities of long-term debt | | 72,131 | | | | 24,234 |
Total current liabilities | | 925,736 | | | | 1,019,137 |
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Long-term debt | | 2,355,917 | | | | 2,352,489 |
Deferred income taxes | | 457,784 | | | | 435,838 |
Other liabilities | | 70,196 | | | | 8,870 |
Total liabilities | | 3,809,633 | | | | 3,816,334 |
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Commitments and contingencies | | | | | | |
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Redeemable noncontrolling interests | | 139,930 | | | | 111,240 |
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Equity | | | | | | |
Common stock voting, $.0025 par value; 900,000,000 shares authorized; | | | | | | |
265,553,499 and 265,822,402 shares issued; and 219,797,547 and 225,272,174 | | | | | | |
shares outstanding, as of June 30, 2019 and December 31, 2018, respectively | | 645 | | | | 645 |
Treasury stock, at cost; 45,755,952 and 40,550,228 shares, | | | | | | |
as of June 30, 2019 and December 31, 2018, respectively | | (1,354,157) | | | | (1,184,243) |
Additional paid-in capital | | 1,167,505 | | | | 1,160,048 |
Retained earnings | | 4,250,419 | | | | 3,958,320 |
Accumulated other comprehensive income | | 78 | | | | 301 |
Total Steel Dynamics, Inc. equity | | 4,064,490 | | | | 3,935,071 |
Noncontrolling interests | | (156,139) | | | | (159,082) |
Total equity | | 3,908,351 | | | | 3,775,989 |
Total liabilities and equity | $ | 7,857,914 | | | $ | 7,703,563 |
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| September 30, |
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| 2016 | ||
Assets | (unaudited) |
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Current assets |
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Cash and equivalents | $ | 1,101,964 |
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| $ | 841,483 |
Accounts receivable, net |
| 897,838 |
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| 703,565 |
Accounts receivable-related parties |
| 25,179 |
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| 26,219 |
Inventories |
| 1,487,516 |
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| 1,275,211 |
Other current assets |
| 59,648 |
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| 83,197 |
Total current assets |
| 3,572,145 |
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| 2,929,675 |
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Property, plant and equipment, net |
| 2,708,777 |
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| 2,787,215 |
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Restricted cash |
| 17,092 |
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| 18,060 |
Intangible assets, net |
| 263,357 |
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| 283,977 |
Goodwill |
| 388,518 |
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| 393,351 |
Other assets |
| 10,848 |
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| 11,454 |
Total assets | $ | 6,960,737 |
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| $ | 6,423,732 |
Liabilities and Equity |
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Current liabilities |
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Accounts payable | $ | 512,290 |
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| $ | 382,126 |
Accounts payable-related parties |
| 16,393 |
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| 13,070 |
Income taxes payable |
| 5,596 |
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| 5,593 |
Accrued payroll and benefits |
| 171,508 |
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| 164,543 |
Accrued interest |
| 49,380 |
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| 30,295 |
Accrued expenses |
| 128,701 |
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| 113,556 |
Current maturities of long-term debt |
| 182,661 |
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| 3,632 |
Total current liabilities |
| 1,066,529 |
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| 712,815 |
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Long-term debt |
| 2,351,483 |
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| 2,353,194 |
Deferred income taxes |
| 461,399 |
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| 448,375 |
Other liabilities |
| 20,305 |
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| 20,649 |
Total liabilities |
| 3,899,716 |
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| 3,535,033 |
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Commitments and contingencies |
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Redeemable noncontrolling interests |
| 111,240 |
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| 111,240 |
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Equity |
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Common stock voting, $.0025 par value; 900,000,000 shares authorized; |
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264,161,359 and 264,130,544 shares issued; and 236,951,784 and 243,785,485 |
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shares outstanding, as of September 30, 2017 and December 31, 2016, respectively |
| 641 |
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| 641 |
Treasury stock, at cost; 27,209,575 and 20,345,059 shares, |
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as of September 30, 2017 and December 31, 2016 respectively |
| (650,210) |
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| (416,829) |
Additional paid-in capital |
| 1,147,463 |
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| 1,132,749 |
Retained earnings |
| 2,606,831 |
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| 2,210,459 |
Total Steel Dynamics, Inc. equity |
| 3,104,725 |
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| 2,927,020 |
Noncontrolling interests |
| (154,944) |
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| (149,561) |
Total equity |
| 2,949,781 |
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| 2,777,459 |
Total liabilities and equity | $ | 6,960,737 |
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| $ | 6,423,732 |
See notes to consolidated financial statements.statements.
1
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STEEL DYNAMICS, INC.
CONSOLIDATED STATEMENTSSTATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per share data)
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| Three Months Ended | | Six Months Ended | ||||||||
| June 30, | | June 30, | ||||||||
| 2019 | | 2018 | | 2019 | | 2018 | ||||
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Net sales | | | | | | | | | | | |
Unrelated parties | $ | 2,766,364 | | $ | 3,083,822 | | $ | 5,580,850 | | $ | 5,681,134 |
Related parties | | 4,151 | | | 6,703 | | | 7,100 | | | 13,266 |
Total net sales | | 2,770,515 | | | 3,090,525 | | | 5,587,950 | | | 5,694,400 |
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Costs of goods sold | | 2,349,349 | | | 2,438,443 | | | 4,733,214 | | | 4,578,902 |
Gross profit | | 421,166 | | | 652,082 | | | 854,736 | | | 1,115,498 |
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Selling, general and administrative expenses | | 106,250 | | | 101,031 | | | 217,288 | | | 207,462 |
Profit sharing | | 22,871 | | | 42,335 | | | 46,548 | | | 68,997 |
Amortization of intangible assets | | 7,013 | | | 6,829 | | | 14,026 | | | 13,755 |
Operating income | | 285,032 | | | 501,887 | | | 576,874 | | | 825,284 |
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Interest expense, net of capitalized interest | | 32,321 | | | 31,512 | | | 63,443 | | | 63,408 |
Other income, net | | (4,249) | | | (5,035) | | | (10,592) | | | (9,498) |
Income before income taxes | | 256,960 | | | 475,410 | | | 524,023 | | | 771,374 |
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Income tax expense | | 60,214 | | | 112,838 | | | 122,450 | | | 183,327 |
Net income | | 196,746 | | | 362,572 | | | 401,573 | | | 588,047 |
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Net (income) loss attributable to noncontrolling interests | | (2,444) | | | (123) | | | (2,943) | | | 1,953 |
Net income attributable to Steel Dynamics, Inc. | $ | 194,302 | | $ | 362,449 | | $ | 398,630 | | $ | 590,000 |
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Basic earnings per share attributable to Steel Dynamics, | | | | | | | | | | | |
Inc. stockholders | $ | 0.88 | | $ | 1.54 | | $ | 1.79 | | $ | 2.50 |
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Weighted average common shares outstanding | | 221,505 | | | 235,617 | | | 222,781 | | | 236,120 |
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Diluted earnings per share attributable to Steel Dynamics, Inc. | | | | | | | | | | | |
stockholders, including the effect of assumed conversions | | | | | | | | | | | |
when dilutive | $ | 0.87 | | $ | 1.53 | | $ | 1.78 | | $ | 2.49 |
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Weighted average common shares and share equivalents outstanding | | 222,519 | | | 236,945 | | | 223,741 | | | 237,334 |
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Dividends declared per share | $ | 0.2400 | | $ | 0.1875 | | $ | 0.4800 | | $ | 0.3750 |
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| Three Months Ended |
| Nine Months Ended | ||||||||
| September 30, |
| September 30, | ||||||||
| 2017 |
| 2016 |
| 2017 |
| 2016 | ||||
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Net sales |
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Unrelated parties | $ | 2,399,116 |
| $ | 2,060,596 |
| $ | 7,066,083 |
| $ | 5,737,584 |
Related parties |
| 44,266 |
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| 40,714 |
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| 136,235 |
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| 128,929 |
Total net sales |
| 2,443,382 |
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| 2,101,310 |
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| 7,202,318 |
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| 5,866,513 |
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Costs of goods sold |
| 2,046,864 |
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| 1,692,807 |
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| 5,941,128 |
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| 4,841,591 |
Gross profit |
| 396,518 |
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| 408,503 |
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| 1,261,190 |
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| 1,024,922 |
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Selling, general and administrative expenses |
| 97,056 |
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| 95,185 |
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| 298,422 |
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| 279,899 |
Profit sharing |
| 21,175 |
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| 22,255 |
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| 69,714 |
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| 51,722 |
Amortization of intangible assets |
| 7,272 |
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| 7,208 |
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| 22,120 |
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| 21,359 |
Operating income |
| 271,015 |
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| 283,855 |
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| 870,934 |
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| 671,942 |
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Interest expense, net of capitalized interest |
| 34,177 |
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| 36,199 |
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| 102,019 |
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| 109,888 |
Other expense (income), net |
| 2,526 |
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| 4,351 |
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| (4,968) |
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| 741 |
Income before income taxes |
| 234,312 |
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| 243,305 |
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| 773,883 |
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| 561,313 |
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Income tax expense |
| 83,300 |
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| 88,892 |
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| 271,258 |
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| 205,139 |
Net income |
| 151,012 |
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| 154,413 |
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| 502,625 |
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| 356,174 |
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Net loss attributable to noncontrolling interests |
| 2,246 |
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| 2,984 |
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| 5,383 |
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| 5,929 |
Net income attributable to Steel Dynamics, Inc. | $ | 153,258 |
| $ | 157,397 |
| $ | 508,008 |
| $ | 362,103 |
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Basic earnings per share attributable to Steel Dynamics, |
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Inc. stockholders | $ | 0.64 |
| $ | 0.65 |
| $ | 2.11 |
| $ | 1.49 |
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Weighted average common shares outstanding |
| 239,066 |
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| 243,761 |
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| 241,117 |
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| 243,539 |
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Diluted earnings per share attributable to Steel Dynamics, Inc. |
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stockholders, including the effect of assumed conversions |
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when dilutive | $ | 0.64 |
| $ | 0.64 |
| $ | 2.09 |
| $ | 1.48 |
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Weighted average common shares and share equivalents outstanding |
| 240,880 |
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| 245,682 |
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| 242,816 |
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| 245,227 |
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Dividends declared per share | $ | 0.155 |
| $ | 0.140 |
| $ | 0.465 |
| $ | 0.420 |
See notes to consolidated financial statements.statements.
2
4
STEEL DYNAMICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWSCOMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
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| Three Months Ended | | Six Months Ended | ||||||||
| June 30, | | June 30, | ||||||||
| 2019 | | 2018 | | 2019 | | 2018 | ||||
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Net income | $ | 196,746 | | $ | 362,572 | | $ | 401,573 | | $ | 588,047 |
Other comprehensive loss - net unrealized loss on cash flow | | | | | | | | | | | |
hedging derivatives, net of income tax benefit | | (52) | | | (105) | | | (223) | | | (105) |
Comprehensive income | | 196,694 | | | 362,467 | | | 401,350 | | | 587,942 |
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Comprehensive (income) loss attributable to noncontrolling interests | | (2,444) | | | (123) | | | (2,943) | | | 1,953 |
Comprehensive income attributable to Steel Dynamics, Inc. | $ | 194,250 | | $ | 362,344 | | $ | 398,407 | | $ | 589,895 |
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| Three Months Ended |
| Nine Months Ended | ||||||||
| September 30, |
| September 30, | ||||||||
| 2017 |
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| 2017 |
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Operating activities: |
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Net income | $ | 151,012 |
| $ | 154,413 |
| $ | 502,625 |
| $ | 356,174 |
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Adjustments to reconcile net income to net cash provided by |
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operating activities: |
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Depreciation and amortization |
| 75,210 |
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| 74,190 |
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| 224,068 |
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| 222,970 |
Equity-based compensation |
| 6,875 |
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| 5,946 |
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| 24,558 |
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| 23,716 |
Deferred income taxes |
| 3,284 |
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| 18,478 |
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| 17,849 |
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| 53,879 |
Other adjustments |
| 8,202 |
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| 161 |
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| 8,055 |
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| 1,376 |
Changes in certain assets and liabilities: |
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Accounts receivable |
| (36,123) |
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| 29,384 |
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| (193,233) |
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| (149,810) |
Inventories |
| (67,285) |
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| (76,013) |
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| (211,726) |
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| (102,339) |
Other assets |
| (9,234) |
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| 694 |
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| (1,703) |
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| 11,855 |
Accounts payable |
| 44,887 |
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| (49,171) |
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| 133,251 |
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| 117,220 |
Income taxes receivable/payable |
| (12,929) |
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| (7,421) |
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| 5,803 |
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| 40,960 |
Accrued expenses |
| 62,249 |
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| 45,701 |
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| 38,058 |
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| 69,361 |
Net cash provided by operating activities |
| 226,148 |
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| 196,362 |
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| 547,605 |
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| 645,362 |
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Investing activities: |
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Purchases of property, plant and equipment |
| (42,795) |
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| (59,774) |
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| (127,746) |
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| (123,168) |
Acquisition of business, net of cash acquired |
| (5,518) |
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| (109,065) |
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| (5,518) |
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| (109,065) |
Other investing activities |
| 1,081 |
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| 1,507 |
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| 30,386 |
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| 5,767 |
Net cash used in investing activities |
| (47,232) |
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| (167,332) |
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| (102,878) |
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| (226,466) |
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Financing activities: |
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Issuance of current and long-term debt |
| 450,215 |
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| 12,911 |
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| 501,448 |
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| 97,018 |
Repayment of current and long-term debt |
| (294,913) |
|
| (9,999) |
|
| (331,339) |
|
| (95,253) |
Dividends paid |
| (37,180) |
|
| (34,124) |
|
| (108,837) |
|
| (101,639) |
Purchases of treasury stock |
| (99,085) |
|
| - |
|
| (237,154) |
|
| - |
Other financing activities |
| (4,832) |
|
| 1,005 |
|
| (8,364) |
|
| 5,435 |
Net cash provided by (used in) financing activities |
| 14,205 |
|
| (30,207) |
|
| (184,246) |
|
| (94,439) |
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and equivalents |
| 193,121 |
|
| (1,177) |
|
| 260,481 |
|
| 324,457 |
Cash and equivalents at beginning of period |
| 908,843 |
|
| 1,052,666 |
|
| 841,483 |
|
| 727,032 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and equivalents at end of period | $ | 1,101,964 |
| $ | 1,051,489 |
| $ | 1,101,964 |
| $ | 1,051,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
Supplemental disclosure information: |
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest | $ | 13,530 |
| $ | 26,225 |
| $ | 80,155 |
| $ | 97,605 |
Cash paid for income taxes, net | $ | 93,123 |
| $ | 75,860 |
| $ | 246,793 |
| $ | 104,124 |
See notes to consolidated financial statements.statements.
5
STEEL DYNAMICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
| | | | | | | | | | | |
| | | | | | | | | | | |
| Three Months Ended | | Six Months Ended | ||||||||
| June 30, | | June 30, | ||||||||
| 2019 | | 2018 | | 2019 | | 2018 | ||||
| | | | | | | | | | | |
Operating activities: | | | | | | | | | | | |
Net income | $ | 196,746 | | $ | 362,572 | | $ | 401,573 | | $ | 588,047 |
| | | | | | | | | | | |
Adjustments to reconcile net income to net cash provided by | | | | | | | | | | | |
operating activities: | | | | | | | | | | | |
Depreciation and amortization | | 80,911 | | | 79,120 | | | 161,085 | | | 155,255 |
Equity-based compensation | | 9,080 | | | 8,041 | | | 24,388 | | | 20,882 |
Deferred income taxes | | 11,550 | | | 11,993 | | | 23,641 | | | 21,538 |
Other adjustments | | (564) | | | (145) | | | 164 | | | (115) |
Changes in certain assets and liabilities: | | | | | | | | | | | |
Accounts receivable | | 70,624 | | | (163,465) | | | 9,562 | | | (282,283) |
Inventories | | 64,941 | | | (90,312) | | | 104,410 | | | (171,023) |
Other assets | | 7,292 | | | (630) | | | 7,593 | | | (735) |
Accounts payable | | (58,484) | | | 48,919 | | | (55,278) | | | 115,251 |
Income taxes receivable/payable | | (36,428) | | | 22,579 | | | 13,422 | | | 86,541 |
Accrued expenses | | 15,805 | | | 47,361 | | | (147,534) | | | (29,390) |
Net cash provided by operating activities | | 361,473 | | | 326,033 | | | 543,026 | | | 503,968 |
| | | | | | | | | | | |
Investing activities: | | | | | | | | | | | |
Purchases of property, plant and equipment | | (85,120) | | | (55,203) | | | (139,556) | | | (105,809) |
Purchases of short-term investments | | (49,465) | | | (50,000) | | | (99,142) | | | (90,000) |
Proceeds from maturities of short-term investments | | 109,034 | | | - | | | 213,771 | | | - |
Acquisition of business, net of cash and restricted cash acquired | | - | | | (396,409) | | | (93,412) | | | (396,409) |
Other investing activities | | 913 | | | 657 | | | 1,277 | | | 886 |
Net cash used in investing activities | | (24,638) | | | (500,955) | | | (117,062) | | | (591,332) |
| | | | | | | | | | | |
Financing activities: | | | | | | | | | | | |
Issuance of current and long-term debt | | 125,222 | | | 124,571 | | | 246,456 | | | 217,629 |
Repayment of current and long-term debt | | (133,875) | | | (118,089) | | | (249,146) | | | (231,123) |
Dividends paid | | (53,503) | | | (44,268) | | | (95,742) | | | (81,065) |
Purchases of treasury stock | | (93,136) | | | (49,145) | | | (177,444) | | | (118,414) |
Other financing activities | | (12) | | | (3,144) | | | (5,732) | | | (8,324) |
Net cash used in financing activities | | (155,304) | | | (90,075) | | | (281,608) | | | (221,297) |
| | | | | | | | | | | |
Increase (decrease) in cash, cash equivalents, and restricted cash | | 181,531 | | | (264,997) | | | 144,356 | | | (308,661) |
Cash, cash equivalents, and restricted cash at beginning of period | | 797,248 | | | 991,421 | | | 834,423 | | | 1,035,085 |
| | | | | | | | | | | |
Cash, cash equivalents, and restricted cash at end of period | $ | 978,779 | | $ | 726,424 | | $ | 978,779 | | $ | 726,424 |
| | | | | | | | | | | |
| | | | | | | | | | | |
Supplemental disclosure information: | | | | | | | | | | | |
Cash paid for interest | $ | 53,981 | | $ | 53,226 | | $ | 62,587 | | $ | 61,855 |
Cash paid for income taxes, net | $ | 84,516 | | $ | 79,995 | | $ | 86,355 | | $ | 78,950 |
See notes to consolidated financial statements.
3
6
STEEL DYNAMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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 three reportingreportable segments: steel operations, metals recycling operations, and steel fabrication operations.
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 75% equity interest March 1, 2019), Structural and Rail Division, Engineered Bar Products Division, Vulcan Threaded Products, Inc. – acquired August 1, 2016,, 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, and numerouswith several downstream coating and bar processing lines. Steel operations accounted for 73%76% and 74%75% of the company’s consolidated external net sales during the three monthsand six-month periods ended SeptemberJune 30, 20172019 and 2016, respectively, and 73% and 72% of the company’s consolidated external net sales during the nine months ended September 30, 2017 and 2016,2018, respectively.
Metals Recycling Operations Segment. Metals recycling operations consists solely of OmniSource, CorporationLLC (OmniSource), and includes both ferrous and nonferrous processing, transportation, marketing, brokerage, and consultingscrap management services. Metals recycling operations accounted for 14%12% and 15%14% of the company’s consolidated external net sales during the three monthsand six-month periods ended SeptemberJune 30, 20172019 and 2016, respectively, and 15% of the company’s consolidated external net sales for the nine months ended September 30, 2017 and 2016.2018, respectively.
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 9% and 8%7% of the company’s consolidated external net sales during the three monthsthree-month periods ended SeptemberJune 30, 20172019 and 2016,2018, respectively, and 8% and 9%7% of the company’s consolidated external net sales during the nine monthssix-month periods ended SeptemberJune 30, 20172019 and 2016,2018, respectively.
Other. Other operations consists of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of our idledsmaller joint ventures, and the idle Minnesota ironmaking operations and other smaller joint ventures.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 whollywholly- and majority-owned or majority-owned/controlled subsidiaries, after elimination of significant 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 or 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, 2016.2018.
4
7
STEEL DYNAMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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 $6.2 million, $5.8 million, $6.2 million, $6.0 million, $5.6 million, and $6.4 million at June 30, 2019, March 31, 2019, December 31, 2018, June 30, 2018, March 31, 2018 and December 31, 2017, respectively, which are recorded in Other Assets (noncurrent) in the company’s consolidated balance sheets.
Goodwill.
The company’s goodwill is allocated toconsisted of the following reporting units at SeptemberJune 30, 2017,2019, and December 31, 2016,2018, (in thousands):
| | | | | | | | |
| | | | | | | | |
| | | June 30, | | December 31, | | ||
| | | 2019 | | 2018 | | ||
| Steel Operations Segment | | | | | | | |
| Columbus Flat Roll Division | | $ | 19,682 | | $ | 19,682 | |
| The Techs | | | 142,783 | | | 142,783 | |
| Heartland Flat Roll Division | | | 46,143 | | | 46,143 | |
| United Steel Supply | | | 98,512 | | | - | |
| Vulcan Threaded Products | | | 7,824 | | | 7,824 | |
| Roanoke Bar Division | | | 29,041 | | | 29,041 | |
| Metals Recycling Operations Segment – OmniSource | | | 180,552 | | | 182,247 | |
| Steel Fabrication Operations Segment – New Millennium Building Systems | | | 1,925 | | | 1,925 | |
| | | $ | 526,462 | | $ | 429,645 | |
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
| September 30, |
| December 31, |
| ||
|
|
| 2017 |
| 2016 |
| ||
| Steel Operations Segment: |
|
|
|
|
|
|
|
| Columbus Flat Roll Division |
| $ | 19,682 |
| $ | 19,682 |
|
| The Techs |
|
| 142,783 |
|
| 142,783 |
|
| Vulcan Threaded Products |
|
| 7,824 |
|
| 7,824 |
|
| Roanoke Bar Division |
|
| 29,041 |
|
| 29,041 |
|
| Metals Recycling Operations Segment: |
|
|
|
|
|
|
|
| Butler Flat Roll Division, Structural and Rail Division, and |
|
|
|
|
|
|
|
| Engineered Bar Division |
|
| 95,000 |
| �� | 95,000 |
|
| OmniSource |
|
| 92,263 |
|
| 97,096 |
|
| Steel Fabrication Operations Segment |
|
| 1,925 |
|
| 1,925 |
|
|
|
| $ | 388,518 |
| $ | 393,351 |
|
The company acquired a 75% equity interest in United Steel Supply on March 1, 2019 (refer to Note 2 Acquisition – United Steel Supply, LLC), resulting in a preliminary purchase price allocation in which $98.5 million of goodwill has been recorded. OmniSource goodwill decreased $4.8$1.7 million from December 31, 20162018 to SeptemberJune 30, 2017,2019, in recognition of the 20172019 tax benefit related to the normal amortization of the component of OmniSource tax-deductible goodwill in excess of book goodwill.
Recently Adopted/Issued Accounting Standards
In July 2015,June 2016, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (ASU 2015-11),2016-13, Financial Instruments - Credit Losses: which requires an entity to measure inventory atuse a forward-looking expected loss model versus the lower of cost and net realizable value, rather than at the lower of cost or market. The company adopted ASU 2015-11 as required in the first quarter of 2017 on a prospective basis, and the adoption had no impact on itscurrent incurred loss model for most financial condition, results of operations, or cash flow.
In May 2014, the FASB issued ASU 2014-09, which is codified in ASC 606, Revenue Recognition – Revenue from Contracts with Customers, which amends the guidance in former ASC 605, Revenue Recognition. FASB has since issued clarifying guidance in the form of ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Consideration (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contract with Customers : Identifying Performance Obligations and Licensing, and ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients, collectively (ASC 606). The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 also requires additional disclosures to help users of financial statements better understand the nature, amount, timing, and potential uncertainty of revenue that is recognized. ASC 606instruments, including accounts receivable. This new guidance is effective for annual and interim periods beginning after December 15, 2017,2019, but can be early adopted for annual and interim periods ending after December 15, 2016, using a full retrospective or modified retrospective approach.adopted. The company is finalizingcurrently evaluating the impact ASU 2016-13 will have in its adoption planconsolidated financial statements and related disclosure.
Note 2. Acquisition – United Steel Supply, LLC
On March 1, 2019, the company purchased 75% of the equity interest of United Steel Supply, LLC (USS) for cash consideration of $93.4 million, subject to customary actual working capital purchase price adjustments. Additionally, the company has an option to purchase, and the sellers have the option to require the company to purchase, the remaining 25% equity interest of USS in whichthe future. Headquartered in Austin, Texas, USS is a leading distributor of painted Galvalume® flat roll steel used for roofing and siding applications, with distribution centers strategically located in Mississippi, Indiana, Arkansas, and Oregon. USS provides the company a new, complementary distribution channel and connects it has identified current revenue streamsto a rapidly growing industry segment with customers that do not traditionally purchase steel directly from a steel producer. USS’s operating results from and analyzed those revenue streams pursuantafter March 1, 2019, are reflected in the company’s financial statements in the steel operations reporting segment.
8
Note 2. Acquisition – United Steel Supply, LLC (Continued)
The aggregate purchase price was preliminarily allocated to the newopening balance sheet of USS as of March 1, 2019. The following initial allocation of the purchase price (in thousands) is preliminary based on the information available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed. The accounting requirements. The company will completefor the adoption plan during the fourth quarter of 2017, including assessment of new required disclosures. Based on our analysis within the adoption planacquisition has not yet been completed to date,because the company doeshas not believe there will be significant change infinalized the amountworking capital purchase price adjustment or timingvaluations of revenue recognized under the new standard, or significant changes required to the company’s functions, processes or systems. The company intends to adopt ASU 2014-09 effective January 1, 2018, using the modified retrospective approach. acquired assets, assumed liabilities and identifiable intangible assets, if any, including goodwill.
p | | | | | |
| | Current assets, net of cash acquired | $ | 94,156 | |
| | Property, plant & equipment | | 7,388 | |
| | Intangible assets and goodwill | | 98,512 | |
| | Total assets acquired | | 200,056 | |
| | Liabilities assumed | | 77,954 | |
| | Redeemable noncontrolling interest | | 28,690 | |
| | Net cash consideration | $ | 93,412 | |
Note 3. Leases
In February 2016, the FASB issued ASU 2016-02, Leases (Topic(ASC 842): and its subsequent corresponding updates; which establishesestablished a new lease accounting model that requires lessees to recognize a right of useright-of-use asset and related lease liability for most leases having lease terms of more than 12 months (ASU 2016-02). Leasesmonths. 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 a termlease commencement date terms of 12 months or less will be accounted for similar to existing guidance for operating leases. This new guidance is effective for annual and interim periods beginning after December 15, 2018, but can be early adopted.less. The company is currently evaluatingrecognized right-of-use assets and lease liabilities of $76.3 million, with no impact on retained earnings, in the consolidated balance sheet on January 1, 2019, and the standard did not have a significant impact on the company’s operating results or cash flows for the three and six-month periods ended June 30, 2019.
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 provisionseconomic benefit from use of ASU 2016-02, including the timingidentified asset. Certain of adoption.
Reclassifications
our lease agreements contain rent escalation clauses (including fixed and index-based escalations), and options to extend or terminate the lease. For purposes of calculating operating lease obligations under the standard, the company’s lease terms include options to extend the lease when it is reasonably certain that the company will exercise such option. The company early adopted, effective December 31, 2016, Improvementuses its incremental borrowing rate at lease commencement to Employee Share-based Payment Accounting (ASU 2016-09). Cash paid to tax authorities from shares withheld to satisfydetermine the company’s statutory income tax withholding obligationpresent value of $2.2 million were reclassified to financing activities from operating activitieslease payments. The incremental borrowing rate is the rate of interest the company could borrow on a collateralized basis over a similar term with similar payments. Operating lease expense is recognized on a straight-line basis over the lease term.
Operating lease right-of-use assets and lease obligations included in the nine-month period ended Septemberconsolidated balance sheet at June 30, 2016, statement2019, are as follows (in thousands):
| | | | | |
| | Right of use assets under operating leases: | | | |
| | Other assets - noncurrent | $ | 77,868 | |
| | Lease obligations under operating leases: | | | |
| | Accrued liabilities | $ | 17,405 | |
| | Other liabilities - noncurrent | | 60,751 | |
| | | $ | 78,156 | |
9
5
STEEL DYNAMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 3. Leases (Continued)
The weighted average remaining lease term for our operating leases is 6.4 years and the weighted-average discount rate is 4.0% as of June 30, 2019. Future operating lease liabilities as of June 30, 2019, for the next five years and thereafter are as follows (in thousands):
| | | | | |
| | 2019 - for the remaining six months | $ | 10,285 | |
| | 2020 | | 18,986 | |
| | 2021 | | 16,086 | |
| | 2022 | | 12,551 | |
| | 2023 | | 9,494 | |
| | Thereafter | | 21,809 | |
| | Total undiscounted cash flows | | 89,211 | |
| | Less imputed interest | | (11,055) | |
| | Lease obligations under operating leases | $ | 78,156 | |
Operating lease expense included in the consolidated statements of income was $5.1 million and $9.8 million for the three and six-month periods ended June 30, 2019, respectively. Cash paid related to operating lease obligations was $5.1 million and $9.9 million for the three and six-month periods ended June 30, 2019, respectively. Variable lease costs were not material for the three and six-month periods ended June 30, 2019. Short-term lease expense included in the consolidated statements of income was $5.4 million and $9.8 million for the three and six-month periods ended June 30, 2019, respectively. Right-of-use assets obtained in exchange for new operating lease liabilities during the three and six-month periods ended June 30, 2019 were $9.9 million.
Note 2.4. 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, options and other equity-based awards;performance awards, and are excluded from the computation in periods in which they have an anti-dilutive effect. There were no anti-dilutive common share equivalents atas of or for the three and nine monthssix-month periods ended SeptemberJune 30, 20172019 and 2016.2018.
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Three Months Ended June 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 | $ | 194,302 | | | 221,505 | | $ | 0.88 | | $ | 362,449 | | | 235,617 | | $ | 1.54 |
Dilutive common share equivalents | | - | | | 1,014 | | | | | | - | | | 1,328 | | | |
Diluted earnings per share | $ | 194,302 | | | 222,519 | | $ | 0.87 | | $ | 362,449 | | | 236,945 | | $ | 1.53 |
The following tables present a reconciliation
10
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| Three Months Ended September 30, | ||||||||||||||||
| 2017 |
| 2016 | ||||||||||||||
| Net Income |
|
| Shares |
| Per Share |
| Net Income |
|
| Shares |
| Per Share | ||||
| (Numerator) |
|
| (Denominator) |
| Amount |
| (Numerator) |
|
| (Denominator) |
| Amount | ||||
Basic earnings per share | $ | 153,258 |
|
| 239,066 |
| $ | 0.64 |
| $ | 157,397 |
|
| 243,761 |
| $ | 0.65 |
Dilutive common share equivalents |
| - |
|
| 1,814 |
|
|
|
|
| - |
|
| 1,921 |
|
|
|
Diluted earnings per share | $ | 153,258 |
|
| 240,880 |
| $ | 0.64 |
| $ | 157,397 |
|
| 245,682 |
| $ | 0.64 |
STEEL DYNAMICS, INC.
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| Nine Months Ended September 30, | ||||||||||||||||
| 2017 |
| 2016 | ||||||||||||||
| Net Income |
| Shares |
| Per Share |
| Net Income |
| Shares |
| Per Share | ||||||
| (Numerator) |
| (Denominator) |
| Amount |
| (Numerator) |
| (Denominator) |
| Amount | ||||||
Basic earnings per share | $ | 508,008 |
|
| 241,117 |
| $ | 2.11 |
| $ | 362,103 |
|
| 243,539 |
| $ | 1.49 |
Dilutive common share equivalents |
| - |
|
| 1,699 |
|
|
|
|
| - |
|
| 1,688 |
|
|
|
Diluted earnings per share | $ | 508,008 |
|
| 242,816 |
| $ | 2.09 |
| $ | 362,103 |
|
| 245,227 |
| $ | 1.48 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 3.4. Earnings Per Share (Continued)
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Six Months Ended June 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 | $ | 398,630 | | | 222,781 | | $ | 1.79 | | $ | 590,000 | | | 236,120 | | $ | 2.50 |
Dilutive common share equivalents | | - | | | 960 | | | | | | - | | | 1,214 | | | |
Diluted earnings per share | $ | 398,630 | | | 223,741 | | $ | 1.78 | | $ | 590,000 | | | 237,334 | | $ | 2.49 |
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):
| | | | | | | | | |
| | | June 30, | | December 31, | | | ||
| | | 2019 | | 2018 | | | ||
| | Raw materials | $ | 784,415 | | $ | 810,766 | | |
| | Supplies | | 471,957 | | | 436,828 | | |
| | Work in progress | | 149,580 | | | 195,224 | | |
| | Finished goods | | 396,807 | | | 416,350 | | |
| | Total inventories | $ | 1,802,759 | | $ | 1,859,168 | | |
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|
|
| September 30, |
| December 31, |
|
| ||
|
|
| 2017 |
| 2016 |
|
| ||
|
| Raw materials | $ | 677,187 |
| $ | 515,924 |
|
|
|
| Supplies |
| 376,984 |
|
| 383,134 |
|
|
|
| Work in progress |
| 119,735 |
|
| 103,606 |
|
|
|
| Finished goods |
| 313,610 |
|
| 272,547 |
|
|
|
| Total inventories | $ | 1,487,516 |
| $ | 1,275,211 |
|
|
6
11
STEEL DYNAMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 4. Debt
In September 2017, the company issued $350.0 million of 4.125% senior notes due 2025 (the "2025 Notes"), the proceeds of which, along with available cash, were used to fund the September 2017 tender to purchase at a redemption price of 103.563%, $182.9 million principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase, of the company's 6.375% senior notes due 2022 (the "2022 Notes"), and the October 2017 call and repayment at a redemption price of 103.188% of the $167.1 million remaining outstanding principal amount of the 2022 Notes, plus accrued and unpaid interest to, but not including, the date of repayment. The $167.1 remaining outstanding principal amount is included in current maturities of long-term debt in the company’s September 30, 2017, balance sheet. The company recorded expenses related to tender premiums, write off of unamortized debt issuance costs, and other expenses of $8.0 million, which are reflected in other expenses in the consolidated statements of income for the three- and nine-months ended September 30, 2017. Additional call premiums of $6.6 million related to the October 2017 call and repayment will be recorded as other expenses in the consolidated statements of income for the three months and year ended
December 31, 2017.
Note 5.6. Changes in Equity
The following table providestables 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 the noncontrolling interests (in thousands): for the three and six-month periods ended June 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 | $ | 645 | | $ | (1,184,243) | | $ | 1,160,048 | | $ | 3,958,320 | | $ | 301 | | $ | (159,082) | | $ | 3,775,989 | | $ | 111,240 |
Dividends declared | | - | | | - | | | - | | | (53,504) | | | - | | | - | | | (53,504) | | | - |
Noncontrolling investors of USS | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 28,690 |
Share repurchases | | - | | | (84,308) | | | - | | | - | | | - | | | - | | | (84,308) | | | - |
Equity-based compensation | | - | | | 6,714 | | | 91 | | | (110) | | | - | | | - | | | 6,695 | | | - |
Net income | | - | | | - | | | - | | | 204,328 | | | - | | | 499 | | | 204,827 | | | - |
Other comprehensive loss, net of tax | | - | | | - | | | - | | | - | | | (171) | | | - | | | (171) | | | - |
Balances at March 31, 2019 | | 645 | | | (1,261,837) | | | 1,160,139 | | | 4,109,034 | | | 130 | | | (158,583) | | | 3,849,528 | | | 139,930 |
Dividends declared | | - | | | - | | | - | | | (52,751) | | | - | | | - | | | (52,751) | | | - |
Share repurchases | | - | | | (93,136) | | | - | | | - | | | - | | | - | | | (93,136) | | | - |
Equity-based compensation | | - | | | 816 | | | 7,366 | | | (166) | | | - | | | - | | | 8,016 | | | - |
Net income | | - | | | - | | | - | | | 194,302 | | | - | | | 2,444 | | | 196,746 | | | - |
Other comprehensive loss, net of tax | | - | | | - | | | - | | | - | | | (52) | | | - | | | (52) | | | - |
Balances at June 30, 2019 | $ | 645 | | $ | (1,354,157) | | $ | 1,167,505 | | $ | 4,250,419 | | $ | 78 | | $ | (156,139) | | $ | 3,908,351 | | $ | 139,930 |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 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, 2017 | $ | 644 | | $ | (665,297) | | $ | 1,141,534 | | $ | 2,874,693 | | $ | - | | $ | (156,506) | | $ | 3,195,068 | | $ | 111,240 |
Dividends declared | | - | | | - | | | - | | | (44,269) | | | - | | | - | | | (44,269) | | | - |
Share repurchases | | - | | | (69,269) | | | - | | | - | | | - | | | - | | | (69,269) | | | - |
Equity-based compensation | | - | | | 3,866 | | | 1,337 | | | (71) | | | - | | | - | | | 5,132 | | | - |
Comprehensive and net income (loss) | | - | | | - | | | - | | | 227,551 | | | - | | | (2,076) | | | 225,475 | | | - |
Balances at March 31, 2018 | | 644 | | | (730,700) | | | 1,142,871 | | | 3,057,904 | | | - | | | (158,582) | | | 3,312,137 | | | 111,240 |
Dividends declared | | - | | | - | | | - | | | (44,080) | | | - | | | - | | | (44,080) | | | - |
Noncontrolling investors, net | | - | | | - | | | - | | | - | | | - | | | (3) | | | (3) | | | - |
Share repurchases | | - | | | (49,145) | | | - | | | - | | | - | | | - | | | (49,145) | | | - |
Equity-based compensation | | - | | | 757 | | | 6,496 | | | (110) | | | - | | | - | | | 7,143 | | | - |
Net income | | - | | | - | | | - | | | 362,449 | | | - | | | 123 | | | 362,572 | | | - |
Other comprehensive loss, net of tax | | - | | | - | | | - | | | - | | | (105) | | | - | | | (105) | | | - |
Balances at June 30, 2018 | $ | 644 | | $ | (779,088) | | $ | 1,149,367 | | $ | 3,376,163 | | $ | (105) | | $ | (158,462) | | $ | 3,588,519 | | $ | 111,240 |
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| Stockholders of Steel Dynamics, Inc. |
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| ||||||||||
|
|
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| Additional |
|
|
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|
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|
| Redeemable | ||||||
| Common |
| Treasury |
| Paid-In |
| Retained |
| Noncontrolling |
| Total |
| Noncontrolling | |||||||
| Stock |
| Stock |
| Capital |
| Earnings |
| Interests |
| Equity |
| Interests | |||||||
Balances at December 31, 2016 | $ | 641 |
| $ | (416,829) |
| $ | 1,132,749 |
| $ | 2,210,459 |
| $ | (149,561) |
| $ | 2,777,459 |
| $ | 111,240 |
Dividends declared |
| - |
|
| - |
|
| - |
|
| (111,435) |
|
| - |
|
| (111,435) |
|
| - |
Share repurchases |
| - |
|
| (237,154) |
|
| - |
|
| - |
|
| - |
|
| (237,154) |
|
| - |
Equity-based compensation |
| - |
|
| 3,773 |
|
| 14,714 |
|
| (201) |
|
| - |
|
| 18,286 |
|
| - |
Comprehensive and net income (loss) |
| - |
|
| - |
|
| - |
|
| 508,008 |
|
| (5,383) |
|
| 502,625 |
|
| - |
Balances at September 30, 2017 | $ | 641 |
| $ | (650,210) |
| $ | 1,147,463 |
| $ | 2,606,831 |
| $ | (154,944) |
| $ | 2,949,781 |
| $ | 111,240 |
12
Note 6.7. 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, interest rate risk and occasionally to mitigate foreign currency exchange rate risk or 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. The following summarizes the company’s futures contract commitments as of SeptemberJune 30, 2017:2019:
| | | | | | |
| | | | | | |
| Commodity Futures | | Long/Short | | Metric Tons | |
|
|
| ||||
| Aluminum | | Long | | 2,450 | |
| Aluminum | | Short | | 4,500 | |
| Copper | | Long | | 17,758 | |
| Copper | | Short | |||
| 28,123 |
The following summarizes the location and amounts of the fair values reported on the company’s consolidated balance sheets as of SeptemberJune 30, 2017,2019, and December 31, 2016,2018, and gains and losses related to derivatives included in the company’s statement of income for the three and nine monthssix-month periods ended SeptemberJune 30, 20172019 and 20162018 (in thousands):
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Asset Derivatives | | Liability Derivatives | ||||||||
| Balance sheet | | Fair Value | | Fair Value | ||||||||
| location | | June 30, 2019 | | December 31, 2018 | | June 30, 2019 | | December 31, 2018 | ||||
Derivative instruments designated as hedges | | | | | | | | | | | | | |
Commodity futures | Other current assets | | $ | 1,479 | | $ | 2,999 | | $ | 1,473 | | $ | 1,837 |
| | | | | | | | | | | | | |
Derivative instruments not designated as hedges | | | | | | | | | | | | | |
Commodity futures | Other current assets | | | 3,946 | | | 1,559 | | | 4,172 | | | 2,053 |
Total derivative instruments | | | $ | 5,425 | | $ | 4,558 | | $ | 5,645 | | $ | 3,890 |
7
STEEL DYNAMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 6. Derivative Financial Instruments (Continued)
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| Asset Derivatives |
| Liability Derivatives | ||||||||||
| Balance sheet |
| Fair Value |
| Fair Value | ||||||||
| location |
| September 30, 2017 |
| December 31, 2016 |
| September 30, 2017 |
| December 31, 2016 | ||||
Derivative instruments designated |
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as fair value hedges |
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Commodity futures | Other current assets |
| $ | 2,576 |
| $ | 2,910 |
| $ | 396 |
| $ | 1,300 |
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Derivative instruments not designated |
|
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as hedges |
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Commodity futures | Other current assets |
|
| 1,573 |
|
| 1,150 |
|
| 497 |
|
| 783 |
Total derivative instruments |
|
| $ | 4,149 |
| $ | 4,060 |
| $ | 893 |
| $ | 2,083 |
The fair value of the above derivative instruments along with required margin deposit amounts with the same counterparty under master netting arrangements totaled $6.0$4.8 million at SeptemberJune 30, 2017,2019, and $3.2$4.9 million at December 31, 2016,2018, and are reflected in other current assets in the consolidated balance sheets.
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | Amount of gain (loss) recognized | | Location of gain | Amount of gain (loss) recognized | ||||||
| | Location of gain | in income on derivatives | | (loss) recognized | in income on related hedged items | ||||||
| | (loss) recognized | for the three months ended | Hedged items in | in income on | for the three months ended | ||||||
| | in income on | June 30, | June 30, | fair value hedge | related hedged | June 30, | June 30, | ||||
| | derivatives | 2019 | 2018 | relationships | items | 2019 | 2018 | ||||
Derivatives in fair value | | | | | | | | | | | | |
hedging relationships | | | | | | | | | | | | |
Commodity futures | | Costs of goods sold | $ | 591 | $ | 1,540 | Firm commitments | Costs of goods sold | $ | 1,415 | $ | (2,600) |
| | | | | | | Inventory | Costs of goods sold | | (294) | | (816) |
Derivatives not designated | | | | | | | | | $ | 1,121 | $ | (3,416) |
as hedging instruments | | | | | | | | | | | | |
Commodity futures | | Costs of goods sold | $ | 5,487 | $ | 2,969 | | | | | | |
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| Amount of gain (loss) recognized |
|
|
| Location of gain |
| Amount of gain (loss) recognized | ||||||||
|
| Location of gain |
| in income on derivatives |
|
|
| (loss) recognized |
| in income on related hedged items | ||||||||
|
| (loss) recognized |
| for the three months ended |
| Hedged items in |
| in income on |
| for the three months ended | ||||||||
|
| in income on |
| September 30, |
| September 30, |
| fair value hedge |
| related hedged |
| September 30, |
| September 30, | ||||
|
| derivatives |
| 2017 |
| 2016 |
| relationships |
| items |
| 2017 |
| 2016 | ||||
Derivatives in fair value |
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hedging relationships |
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Commodity futures |
| Costs of goods sold |
| $ | 4,122 |
| $ | 826 |
| Firm commitments |
| Costs of goods sold |
| $ | (1,711) |
| $ | (793) |
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|
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|
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|
|
| Inventory |
| Costs of goods sold |
|
| (1,330) |
|
| (177) |
Derivatives not designated |
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|
|
| $ | (3,041) |
| $ | (970) |
as hedging instruments |
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Commodity futures |
| Costs of goods sold |
| $ | (10,566) |
| $ | (638) |
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| Amount of gain (loss) recognized |
|
|
| Location of gain |
| Amount of gain (loss) recognized | ||||||||
|
| Location of gain |
| in income on derivatives |
|
|
| (loss) recognized |
| in income on related hedged items | ||||||||
|
| (loss) recognized |
| for the nine months ended |
| Hedged items in |
| in income on |
| for the nine months ended | ||||||||
|
| in income on |
| September 30, |
| September 30, |
| fair value hedge |
| on related |
| September 30, |
| September 30, | ||||
|
| derivatives |
| 2017 |
| 2016 |
| relationships |
| hedged items |
| 2017 |
| 2016 | ||||
Derivatives in fair value |
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|
hedging relationships |
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Commodity futures |
| Costs of goods sold |
| $ | 571 |
| $ | 1,281 |
| Firm commitments |
| Costs of goods sold |
| $ | 995 |
| $ | (2,223) |
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|
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|
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| Inventory |
| Costs of goods sold |
|
| 179 |
|
| 642 |
Derivatives not designated |
|
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|
|
|
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|
|
|
| $ | 1,174 |
| $ | (1,581) |
as hedging instruments |
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Commodity futures |
| Costs of goods sold |
| $ | (12,528) |
| $ | (394) |
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13
Note 7. Derivative Financial Instruments (Continued)
| | | | | | | | | | | | |
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| | | |
| | | | | | | |
| | | Amount of gain (loss) recognized | | Location of gain | Amount of gain (loss) recognized | ||||||
| | Location of gain | in income on derivatives | | (loss) recognized | in income on related hedged items | ||||||
| | (loss) recognized | for the six months ended | Hedged items in | in income on | for the six months ended | ||||||
| | in income on | June 30, | June 30, | fair value hedge | related hedged | June 30, | June 30, | ||||
| | derivatives | 2019 | 2018 | relationships | items | 2019 | 2018 | ||||
Derivatives in fair value | | | | | | | | | | | | |
hedging relationships | | | | | | | | | | | | |
Commodity futures | | Costs of goods sold | $ | (862) | $ | 10,056 | Firm commitments | Costs of goods sold | $ | (84) | $ | (3,393) |
| | | | | | | Inventory | Costs of goods sold | | 427 | | (3,412) |
Derivatives not designated | | | | | | | | | $ | 343 | $ | (6,805) |
as hedging instruments | | | | | | | | | | | | |
Commodity futures | | Costs of goods sold | $ | 1,410 | $ | 5,720 | | | | | | |
Derivatives accounted for as fair value hedges had ineffectiveness resulting in gains of $1.2 million and losses of $35,000 and $84,000$117,000 during the three-month periods ended SeptemberJune 30, 20172019, and 2016,2018, respectively; and a gaingains of $62,000$32,000 and losslosses of $175,000$16,000 during the nine-monthsix-month periods ended SeptemberJune 30, 20172019, and 2016,2018, respectively. Gains excluded from hedge effectiveness testing of $1.1$1.7 million decreased cost of goods sold during the three-month period ended SeptemberJune 30, 2017, 2019 and losses excluded from hedge effectiveness testing of $60,000$1.8 million increased coststhe cost of goods sold during the three-month period ended SeptemberJune 30, 2016. Gains2018. Losses excluded from hedge effectiveness testing of $1.7 million decreased costs$519,000 increased cost of goods sold during the nine-monthsix-month period ended SeptemberJune 30, 2017,2019 and lossesgains of $125,000 increased costs$3.3 million decreased the cost of goods sold during the nine monthsix-month period ended SeptemberJune 30, 2016. 2018.
Derivatives accounted for as cash flow hedges resulted in net gains of $88,000 and net losses of $138,000 recognized in other comprehensive income for the three-month periods ended June 30, 2019, and 2018, respectively; and net gains of $147,000 and net losses of $138,000 for the six-month periods ended June 30, 2019 and 2018, respectively. Net gains of $157,000 and $440,000 were reclassified from accumulated other comprehensive income for the three and six-month periods ended June 30, 2019. At June 30, 2019, the company expects to reclassify $102,000 of net gains on derivative instruments from accumulated other comprehensive income to earnings during the next 12 months due to the settlement of futures contracts.
8
STEEL DYNAMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 7.8. Fair Value Measurements
FASB 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. |
14
Note 8. Fair Value Measurements (Continued)
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 SeptemberJune 30, 2017,2019, and December 31, 20162018 (in thousands):
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | Quoted Prices | | Significant | | | | ||
| | | | in Active | | Other | | Significant | |||
| | | | Markets for | | Observable | | Unobservable | |||
| | | | Identical Assets | | Inputs | | Inputs | |||
| Total | | (Level 1) | | (Level 2) | | (Level 3) | ||||
June 30, 2019 | | | | | | | | | | | |
Short-term investments | $ | 114,154 | | $ | | | $ | 114,154 | | $ | |
Commodity futures – financial assets | | 5,425 | | | - | | | 5,425 | | | - |
Commodity futures – financial liabilities | | 5,645 | | | - | | | 5,645 | | | - |
| | | | | | | | | | | |
December 31, 2018 | | | | | | | | | | | |
Short-term investments | $ | 228,783 | | $ | - | | $ | 228,783 | | $ | - |
Commodity futures – financial assets | | 4,558 | | | - | | | 4,558 | | | - |
Commodity futures – financial liabilities | | 3,890 | | | - | | | 3,890 | | | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Quoted Prices |
| Significant |
|
|
| ||
|
|
|
| in Active |
| Other |
| Significant | |||
|
|
|
| Markets for |
| Observable |
| Unobservable | |||
|
|
|
| Identical Assets |
| Inputs |
| Inputs | |||
| Total |
| (Level 1) |
| (Level 2) |
| (Level 3) | ||||
September 30, 2017 |
|
|
|
|
|
|
|
|
|
|
|
Commodity futures – financial assets | $ | 4,149 |
| $ | - |
| $ | 4,149 |
| $ | - |
Commodity futures – financial liabilities |
| 893 |
|
| - |
|
| 893 |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016 |
|
|
|
|
|
|
|
|
|
|
|
Commodity futures – financial assets | $ | 4,060 |
| $ | - |
| $ | 4,060 |
| $ | - |
Commodity futures – financial liabilities |
| 2,083 |
|
| - |
|
| 2,083 |
|
| - |
The carrying amounts of financial instruments including cash and equivalents approximate fair value.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.available (Level 2). The fair value of long-term debt, including current maturities, as determined by quoted market prices (Level 2), was approximately $2.6$2.5 billion and $2.5$2.4 billion at SeptemberJune 30, 20172019 and December 31, 2016,2018, respectively (with a corresponding carrying amount in the consolidated balance sheet of $2.5 billion at June 30, 2019 and $2.4 billion at September 30, 2017, and December 31, 2016, respectively)2018).
Note 8.9. 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. liquidity.
Note 9.10. 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 thesethe 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 thesethe consolidated financial statements. Intra‑segmentIntra-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 our idle Minnesota ironmaking operations and several small joint ventures.operations. In addition, “Other” also includes certain unallocated corporate accounts, such as the company’s senior secured credit facility, senior notes, certain other investments and certain profit sharing expenses.
9
15
STEEL DYNAMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 9.10. Segment Information (Continued)
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 | | | | | | | | | | |||
June 30, 2019 | | Operations | | Operations | | Operations | | Other | | Eliminations | | Consolidated | ||||||
| | | | | | | | | | | | | | | | | | |
Net sales - disaggregated revenue | | | | | | | | | | | | | | | | | | |
External | | $ | 2,040,756 | | $ | 262,826 | | $ | 240,439 | | $ | 99,641 | | $ | - | | $ | 2,643,662 |
External Non-U.S. | | | 65,595 | | | 60,273 | | | 985 | | | - | | | - | | | 126,853 |
Other segments | | | 81,834 | | | 333,667 | | | - | | | 121 | | | (415,622) | | | - |
| | | 2,188,185 | | | 656,766 | | | 241,424 | | | 99,762 | | | (415,622) | | | 2,770,515 |
Operating income (loss) | | | 291,411 | | | 7,619 | | | 30,664 | | | (49,153) | (1) | | 4,491 | (2) | | 285,032 |
Income (loss) before income taxes | | | 274,155 | | | 6,500 | | | 29,466 | | | (57,438) | | | 4,277 | | | 256,960 |
Depreciation and amortization | | | 63,150 | | | 11,525 | | | 2,974 | | | 3,262 | | | - | | | 80,911 |
Capital expenditures | | | 43,575 | | | 12,173 | | | 3,019 | | | 26,353 | | | - | | | 85,120 |
| | | | | | | | | | | | | | | | | | |
As of June 30, 2019 | | | | | | | | | | | | | | | | | | |
Assets | | $ | 5,217,650 | | $ | 987,702 | | $ | 418,023 | | $ | 1,307,873 | (3) | $ | (73,334) | (4) | $ | 7,857,914 |
| | | | | | | | | | | | | | | | | | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Metals |
| Steel |
|
|
|
|
|
|
|
|
| ||
For the three months ended |
| Steel |
| Recycling |
| Fabrication |
|
|
|
|
|
|
|
|
| |||
September 30, 2017 |
| Operations |
| Operations |
| Operations |
| Other |
| Eliminations |
| Consolidated | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External |
| $ | 1,700,707 |
| $ | 301,422 |
| $ | 211,271 |
| $ | 101,057 |
| $ | - |
| $ | 2,314,457 |
External Non-U.S. |
|
| 82,098 |
|
| 46,793 |
|
| 34 |
|
| - |
|
| - |
|
| 128,925 |
Other segments |
|
| 65,321 |
|
| 360,982 |
|
| 89 |
|
| 116 |
|
| (426,508) |
|
| - |
|
|
| 1,848,126 |
|
| 709,197 |
|
| 211,394 |
|
| 101,173 |
|
| (426,508) |
|
| 2,443,382 |
Operating income (loss) |
|
| 276,547 |
|
| 17,624 |
|
| 21,862 |
|
| (44,326) | (1) |
| (692) |
|
| 271,015 |
Income (loss) before income taxes |
|
| 255,539 |
|
| 16,020 |
|
| 20,199 |
|
| (56,754) |
|
| (692) |
|
| 234,312 |
Depreciation and amortization |
|
| 57,644 |
|
| 12,020 |
|
| 2,866 |
|
| 2,680 |
|
| - |
|
| 75,210 |
Capital expenditures |
|
| 31,654 |
|
| 8,589 |
|
| 1,524 |
|
| 1,028 |
|
| - |
|
| 42,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2017 |
|
|
|
|
|
| �� |
|
|
|
|
|
|
|
|
|
|
|
Assets |
| $ | 4,353,904 |
| $ | 1,032,018 |
| $ | 381,931 |
| $ | 1,346,968 | (2) | $ | (154,084) | (3) | $ | 6,960,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| | | | | | | | |
Footnotes related to the three months ended June 30, 2019, segment results (in millions): | ||||||||
| | | | | | | | |
(1) | Corporate SG&A | $ | (18.0) | | (2) | Gross profit increase from intra-company sales | $ | 4.5 |
| Company-wide equity-based compensation | | (8.4) | | | | | |
| Profit sharing | | (21.3) | | | | | |
| Other, net | | (1.5) | | | | | |
| | $ | (49.2) | | | | | |
| | | | | | | | |
(3) | Cash and equivalents | $ | 916.5 | | (4) | Elimination of intra-company receivables | $ | (57.2) |
| Short-term investments | | 109.2 | | | Elimination of intra-company debt | | (8.3) |
| Accounts receivable | | 6.0 | | | Other | | (7.8) |
| Inventories | | 35.1 | | | | $ | (73.3) |
| Property, plant and equipment, net | | 176.5 | | | | | |
| Intra-company debt | | 8.3 | | | | | |
| Other | | 56.3 | | | | | |
| | $ | 1,307.9 | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | Metals | | Steel | | | | | | | | | | ||
For the three months ended | | Steel | | Recycling | | Fabrication | | | | | | | | | | |||
June 30, 2018 | | Operations | | Operations | | Operations | | Other | | Eliminations | | Consolidated | ||||||
| | | | | | | | | | | | | | | | | | |
Net sales - disaggregated revenue | | | | | | | | | | | | | | | | | | |
External | | $ | 2,127,545 | | $ | 347,784 | | $ | 217,438 | | $ | 122,956 | | $ | - | | $ | 2,815,723 |
External Non-U.S. | | | 197,882 | | | 76,920 | | | - | | | - | | | - | | | 274,802 |
Other segments | | | 110,261 | | | 459,391 | | | 458 | | | 124 | | | (570,234) | | | - |
| | | 2,435,688 | | | 884,095 | | | 217,896 | | | 123,080 | | | (570,234) | | | 3,090,525 |
Operating income (loss) | | | 533,494 | | | 22,638 | | | 14,144 | | | (63,618) | (1) | | (4,771) | (2) | | 501,887 |
Income (loss) before income taxes | | | 516,399 | | | 20,965 | | | 12,640 | | | (69,828) | | | (4,766) | | | 475,410 |
Depreciation and amortization | | | 61,769 | | | 11,553 | | | 2,946 | | | 2,852 | | | - | | | 79,120 |
Capital expenditures | | | 42,008 | | | 8,947 | | | 2,054 | | | 2,194 | | | - | | | 55,203 |
| | | | | | | | | | | | | | | | | | |
|
|
|
|
|
|
|
|
|
|
| Footnotes related to the three months ended September 30, 2017, segment results (in millions): | ||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Corporate SG&A | $ | (12.1) |
|
| (3) | Elimination of intra-company receivables | $ | (130.4) |
| Company-wide equity-based compensation |
| (6.8) |
|
|
| Elimination of intra-company debt |
| (10.7) |
| Profit sharing |
| (20.2) |
|
|
| Other |
| (13.0) |
| Other, net |
| (5.2) |
|
|
|
| $ | (154.1) |
|
| $ | (44.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) | Cash and equivalents | $ | 1,065.9 |
|
|
|
|
|
|
| Accounts receivable |
| 14.0 |
|
|
|
|
|
|
| Inventories |
| 42.8 |
|
|
|
|
|
|
| Property, plant and equipment, net |
| 162.4 |
|
|
|
|
|
|
| Intra-company debt |
| 10.7 |
|
|
|
|
|
|
| Other |
| 51.2 |
|
|
|
|
|
|
|
| $ | 1,347.0 |
|
|
|
|
|
|
10
16
STEEL DYNAMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 9.10. Segment Information (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Metals |
| Steel |
|
|
|
|
|
|
|
|
| ||
For the three months ended |
| Steel |
| Recycling |
| Fabrication |
|
|
|
|
|
|
|
|
| |||
September 30, 2016 |
| Operations |
| Operations |
| Operations |
| Other |
| Eliminations |
| Consolidated | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External |
| $ | 1,502,726 |
| $ | 260,518 |
| $ | 177,341 |
| $ | 60,282 |
| $ | - |
| $ | 2,000,867 |
External Non-U.S. |
|
| 54,776 |
|
| 45,574 |
|
| 88 |
|
| 5 |
|
| - |
|
| 100,443 |
Other segments |
|
| 70,384 |
|
| 259,171 |
|
| 1,211 |
|
| 1,108 |
|
| (331,874) |
|
| - |
|
|
| 1,627,886 |
|
| 565,263 |
|
| 178,640 |
|
| 61,395 |
|
| (331,874) |
|
| 2,101,310 |
Operating income (loss) |
|
| 307,553 |
|
| 6,154 |
|
| 17,744 |
|
| (47,687) | (1) |
| 91 |
|
| 283,855 |
Income (loss) before income taxes |
|
| 285,131 |
|
| 2,437 |
|
| 15,645 |
|
| (59,999) |
|
| 91 |
|
| 243,305 |
Depreciation and amortization |
|
| 53,456 |
|
| 13,836 |
|
| 2,848 |
|
| 4,101 |
|
| (51) |
|
| 74,190 |
Capital expenditures |
|
| 49,200 |
|
| 9,506 |
|
| 747 |
|
| 321 |
|
| - |
|
| 59,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| | | | | | | | |
Footnotes related to the three months ended June 30, 2018, segment results (in millions): | ||||||||
| | | | | | | | |
(1) | Corporate SG&A | $ | (14.5) | | (2) | Gross profit decrease from intra-company sales | $ | (4.8) |
| Company-wide equity-based compensation | | (8.5) | | | | | |
| Profit sharing | | (40.6) | | | | | |
| | $ | (63.6) | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | Metals | | Steel | | | | | | | | | | ||
For the six months ended | | Steel | | Recycling | | Fabrication | | | | | | | | | | |||
June 30, 2019 | | Operations | | Operations | | Operations | | Other | | Eliminations | | Consolidated | ||||||
| | | | | | | | | | | | | | | | | | |
Net sales - disaggregated revenue | | | | | | | | | | | | | | | | | | |
External | | $ | 4,085,247 | | $ | 548,551 | | $ | 468,868 | | $ | 212,889 | | $ | - | | $ | 5,315,555 |
External Non-U.S. | | | 145,674 | | | 125,685 | | | 1,036 | | | - | | | - | | | 272,395 |
Other segments | | | 157,429 | | | 719,575 | | | 189 | | | 369 | | | (877,562) | | | - |
| | | 4,388,350 | | | 1,393,811 | | | 470,093 | | | 213,258 | | | (877,562) | | | 5,587,950 |
Operating income (loss) | | | 600,489 | | | 24,581 | | | 51,287 | | | (106,073) | (1) | | 6,590 | (2) | | 576,874 |
Income (loss) before income taxes | | | 567,174 | | | 22,005 | | | 48,817 | | | (120,134) | | | 6,161 | | | 524,023 |
Depreciation and amortization | | | 125,662 | | | 22,964 | | | 5,941 | | | 6,518 | | | - | | | 161,085 |
Capital expenditures | | | 87,251 | | | 18,815 | | | 5,012 | | | 28,478 | | | - | | | 139,556 |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Footnotes related to the six months ended June 30, 2019, segment results (in millions): | ||||||||
| | | | | | | | |
(1) | Corporate SG&A | $ | (40.6) | | (2) | Gross profit increase from intra-company sales | $ | 6.6 |
| Company-wide equity-based compensation | | (17.4) | | | | | |
| Profit sharing | | (44.3) | | | | | |
| Other, net | | (3.8) | | | | | |
| | $ | (106.1) | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | Metals | | Steel | | | | | | | | | | ||
For the six months ended | | Steel | | Recycling | | Fabrication | | | | | | | | | | |||
June 30, 2018 | | Operations | | Operations | | Operations | | Other | | Eliminations | | Consolidated | ||||||
| | | | | | | | | | | | | | | | | | |
Net sales - disaggregated revenue | | | | | | | | | | | | | | | | | | |
External | | $ | 3,959,848 | | $ | 677,656 | | $ | 418,875 | | $ | 215,427 | | $ | - | | $ | 5,271,806 |
External Non-U.S. | | | 287,368 | | | 135,170 | | | 56 | | | - | | | - | | | 422,594 |
Other segments | | | 170,246 | | | 824,035 | | | 668 | | | 271 | | | (995,220) | | | - |
| | | 4,417,462 | | | 1,636,861 | | | 419,599 | | | 215,698 | | | (995,220) | | | 5,694,400 |
Operating income (loss) | | | 868,056 | | | 47,353 | | | 33,935 | | | (119,024) | (1) | | (5,036) | (2) | | 825,284 |
Income (loss) before income taxes | | | 832,204 | | | 43,970 | | | 31,097 | | | (130,861) | | | (5,036) | | | 771,374 |
Depreciation and amortization | | | 120,910 | | | 23,111 | | | 5,844 | | | 5,390 | | | - | | | 155,255 |
Capital expenditures | | | 80,410 | | | 15,893 | | | 4,131 | | | 5,375 | | | - | | | 105,809 |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Footnotes related to the six months ended June 30, 2018, segment results (in millions): | ||||||||
| | | | | | | | |
(1) | Corporate SG&A | $ | (30.2) | | (2) | Gross profit decrease from intra-company sales | $ | (5.0) |
| Company-wide equity-based compensation | | (17.0) | | | | | |
| Profit sharing | | (66.2) | | | | | |
| Other, net | | (5.6) | | | | | |
| | $ | (119.0) | | | | | |
|
|
|
|
|
|
|
|
|
Footnotes related to the three months ended September 30, 2016, segment results (in millions): | ||||||||
|
|
|
|
|
|
|
|
|
(1) | Corporate SG&A | $ | (12.6) |
|
|
|
|
|
| Company-wide equity-based compensation |
| (6.1) |
|
|
|
|
|
| Profit sharing |
| (21.0) |
|
|
|
|
|
| Other, net |
| (8.0) |
|
|
|
|
|
|
| $ | (47.7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Metals |
| Steel |
|
|
|
|
|
|
|
|
| ||
For the nine months ended |
| Steel |
| Recycling |
| Fabrication |
|
|
|
|
|
|
|
|
| |||
September 30, 2017 |
| Operations |
| Operations |
| Operations |
| Other |
| Eliminations |
| Consolidated | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External |
| $ | 5,025,310 |
| $ | 910,830 |
| $ | 603,140 |
| $ | 281,091 |
| $ | - |
| $ | 6,820,371 |
External Non-U.S. |
|
| 237,070 |
|
| 144,750 |
|
| 127 |
|
| - |
|
| - |
|
| 381,947 |
Other segments |
|
| 183,374 |
|
| 1,067,770 |
|
| 244 |
|
| 1,065 |
|
| (1,252,453) |
|
| - |
|
|
| 5,445,754 |
|
| 2,123,350 |
|
| 603,511 |
|
| 282,156 |
|
| (1,252,453) |
|
| 7,202,318 |
Operating income (loss) |
|
| 895,008 |
|
| 51,968 |
|
| 65,735 |
|
| (141,406) | (1) |
| (371) |
|
| 870,934 |
Income (loss) before income taxes |
|
| 830,865 |
|
| 46,674 |
|
| 61,171 |
|
| (164,456) |
|
| (371) |
|
| 773,883 |
Depreciation and amortization |
|
| 170,125 |
|
| 37,048 |
|
| 8,743 |
|
| 8,152 |
|
| - |
|
| 224,068 |
Capital expenditures |
|
| 101,939 |
|
| 18,539 |
|
| 5,748 |
|
| 1,520 |
|
| - |
|
| 127,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Footnotes related to the nine months ended September 30, 2017, segment results (in millions): | ||||||||
|
|
|
|
|
|
|
|
|
(1) | Corporate SG&A | $ | (37.9) |
|
|
|
|
|
| Company-wide equity-based compensation |
| (23.5) |
|
|
|
|
|
| Profit sharing |
| (66.8) |
|
|
|
|
|
| Other, net |
| (13.2) |
|
|
|
|
|
|
| $ | (141.4) |
|
|
|
|
|
11
17
STEEL DYNAMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 9. Segment Information (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Metals |
| Steel |
|
|
|
|
|
|
|
|
| ||
For the nine months ended |
| Steel |
| Recycling |
| Fabrication |
|
|
|
|
|
|
|
|
| |||
September 30, 2016 |
| Operations |
| Operations |
| Operations |
| Other |
| Eliminations |
| Consolidated | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External |
| $ | 4,068,688 |
| $ | 769,260 |
| $ | 527,859 |
| $ | 210,358 |
| $ | - |
| $ | 5,576,165 |
External Non-U.S. |
|
| 172,694 |
|
| 117,299 |
|
| 167 |
|
| 188 |
|
| - |
|
| 290,348 |
Other segments |
|
| 178,190 |
|
| 756,613 |
|
| 2,415 |
|
| 3,603 |
|
| (940,821) |
|
| - |
|
|
| 4,419,572 |
|
| 1,643,172 |
|
| 530,441 |
|
| 214,149 |
|
| (940,821) |
|
| 5,866,513 |
Operating income (loss) |
|
| 712,939 |
|
| 20,014 |
|
| 73,230 |
|
| (125,186) | (1) |
| (9,055) | (2) |
| 671,942 |
Income (loss) before income taxes |
|
| 645,189 |
|
| 10,300 |
|
| 67,175 |
|
| (152,296) |
|
| (9,055) |
|
| 561,313 |
Depreciation and amortization |
|
| 159,614 |
|
| 42,666 |
|
| 8,431 |
|
| 12,413 |
|
| (154) |
|
| 222,970 |
Capital expenditures |
|
| 103,202 |
|
| 17,068 |
|
| 1,918 |
|
| 980 |
|
| - |
|
| 123,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Footnotes related to the nine months ended September 30, 2016, segment results (in millions): | ||||||||
|
|
|
|
|
|
|
|
|
(1) | Corporate SG&A | $ | (38.5) |
| (2) | Gross profit decrease from intra-company sales | $ | (9.1) |
| Company-wide equity-based compensation |
| (20.4) |
|
|
|
|
|
| Profit sharing |
| (47.7) |
|
|
|
|
|
| Other, net |
| (18.6) |
|
|
|
|
|
|
| $ | (125.2) |
|
|
|
|
|
12
STEEL DYNAMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 10.11. Condensed Consolidating Information
Certain 100% owned subsidiaries of SDI have fully and unconditionally guaranteed jointly and severally all of the indebtedness relating to the issuance of the company’s senior unsecured notes due 2021, 2023, 2024, 2025 and 2026. Following are the company’s condensed consolidating financial statements, including the guarantors, which present the financial position, results of operations, and cash flows of (i) SDI (in each case, reflecting investments in its consolidated subsidiaries under the equity method of accounting), (ii) the guarantor subsidiaries of SDI, (iii) the non-guarantor subsidiaries of SDI, and (iv) the eliminations necessary to arrive at the information on a consolidated basis. The following statements should be read in conjunction with the accompanying consolidated financial statements and the company’s Annual Report on Form 10-K for the year ended December 31, 2016.
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Condensed Consolidating Balance Sheets (in thousands) | | | | | | | | | | | | | |||
| | | | | | | | Combined | | Consolidating | | Total | |||
As of June 30, 2019 | | Parent | | Guarantors | | Non-Guarantors | | Adjustments | | Consolidated | |||||
Cash and equivalents | | $ | 914,541 | | $ | 50,670 | | $ | 7,350 | | $ | - | | $ | 972,561 |
Short-term investments | | | 109,154 | | | 5,000 | | | - | | | - | | | 114,154 |
Accounts receivable, net | | | 324,548 | | | 1,696,820 | | | 70,968 | | | (1,019,457) | | | 1,072,879 |
Inventories | | | 748,921 | | | 977,754 | | | 87,342 | | | (11,258) | | | 1,802,759 |
Other current assets | | | 46,197 | | | 18,698 | | | 3,754 | | | (7,401) | | | 61,248 |
Total current assets | | | 2,143,361 | | | 2,748,942 | | | 169,414 | | | (1,038,116) | | | 4,023,601 |
Property, plant and equipment, net | | | 883,970 | | | 1,902,632 | | | 160,641 | | | - | | | 2,947,243 |
Intangible assets, net | | | - | | | 256,302 | | | - | | | - | | | 256,302 |
Goodwill | | | - | | | 427,950 | | | 98,512 | | | - | | | 526,462 |
Other assets, including investments in subs | | | 2,838,285 | | | 65,100 | | | 6,800 | | | (2,805,879) | | | 104,306 |
Total assets | | $ | 5,865,616 | | $ | 5,400,926 | | $ | 435,367 | | $ | (3,843,995) | | $ | 7,857,914 |
| | | | | | | | | | | | | | | |
Accounts payable | | $ | 174,596 | | $ | 331,110 | | $ | 88,182 | | $ | (68,732) | | $ | 525,156 |
Accrued expenses | | | 180,887 | | | 296,932 | | | 20,068 | | | (169,438) | | | 328,449 |
Current maturities of long-term debt | | | 826 | | | 1,165 | | | 93,176 | | | (23,036) | | | 72,131 |
Total current liabilities | | | 356,309 | | | 629,207 | | | 201,426 | | | (261,206) | | | 925,736 |
Long-term debt | | | 2,329,916 | | | - | | | 170,842 | | | (144,841) | | | 2,355,917 |
Other liabilities | | | (885,161) | | | 1,244,276 | | | 33,352 | | | 135,513 | | | 527,980 |
Total liabilities | | | 1,801,064 | | | 1,873,483 | | | 405,620 | | | (270,534) | | | 3,809,633 |
| | | | | | | | | | | | | | | |
Redeemable noncontrolling interests | | | - | | | - | | | 139,930 | | | - | | | 139,930 |
| | | | | | | | | | | | | | | |
Common stock | | | 645 | | | 1,727,859 | | | 15,016 | | | (1,742,875) | | | 645 |
Treasury stock | | | (1,354,157) | | | - | | | - | | | - | | | (1,354,157) |
Additional paid-in-capital | | | 1,167,505 | | | 683,048 | | | 787,572 | | | (1,470,620) | | | 1,167,505 |
Retained earnings (deficit) | | | 4,250,419 | | | 1,116,598 | | | (756,632) | | | (359,966) | | | 4,250,419 |
Accumulated other comprehensive loss | | | 140 | | | (62) | | | - | | | - | | | 78 |
Total Steel Dynamics, Inc. equity | | | 4,064,552 | | | 3,527,443 | | | 45,956 | | | (3,573,461) | | | 4,064,490 |
Noncontrolling interests | | | - | | | - | | | (156,139) | | | - | | | (156,139) |
Total equity | | | 4,064,552 | | | 3,527,443 | | | (110,183) | | | (3,573,461) | | | 3,908,351 |
Total liabilities and equity | | $ | 5,865,616 | | $ | 5,400,926 | | $ | 435,367 | | $ | (3,843,995) | | $ | 7,857,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Balance Sheets (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
| Combined |
| Consolidating |
| Total | |||
As of September 30, 2017 |
| Parent |
| Guarantors |
| Non-Guarantors |
| Adjustments |
| Consolidated | |||||
Cash and equivalents |
| $ | 1,064,499 |
| $ | 32,968 |
| $ | 4,497 |
| $ | - |
| $ | 1,101,964 |
Accounts receivable, net |
|
| 294,753 |
|
| 1,450,968 |
|
| 48,082 |
|
| (870,786) |
|
| 923,017 |
Inventories |
|
| 669,076 |
|
| 754,526 |
|
| 72,990 |
|
| (9,076) |
|
| 1,487,516 |
Other current assets |
|
| 36,828 |
|
| 21,404 |
|
| 5,124 |
|
| (3,708) |
|
| 59,648 |
Total current assets |
|
| 2,065,156 |
|
| 2,259,866 |
|
| 130,693 |
|
| (883,570) |
|
| 3,572,145 |
Property, plant and equipment, net |
|
| 873,015 |
|
| 1,634,215 |
|
| 201,547 |
|
| - |
|
| 2,708,777 |
Intangible assets, net |
|
| - |
|
| 231,838 |
|
| 31,519 |
|
| - |
|
| 263,357 |
Goodwill |
|
| - |
|
| 380,695 |
|
| 7,823 |
|
| - |
|
| 388,518 |
Other assets, including investments in subs |
|
| 2,611,965 |
|
| 7,060 |
|
| 5,578 |
|
| (2,596,663) |
|
| 27,940 |
Total assets |
| $ | 5,550,136 |
| $ | 4,513,674 |
| $ | 377,160 |
| $ | (3,480,233) |
| $ | 6,960,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
| $ | 196,177 |
| $ | 348,347 |
| $ | 106,208 |
| $ | (122,049) |
| $ | 528,683 |
Accrued expenses |
|
| 224,156 |
|
| 251,694 |
|
| 9,437 |
|
| (130,102) |
|
| 355,185 |
Current maturities of long-term debt |
|
| 167,840 |
|
| - |
|
| 40,482 |
|
| (25,661) |
|
| 182,661 |
Total current liabilities |
|
| 588,173 |
|
| 600,041 |
|
| 156,127 |
|
| (277,812) |
|
| 1,066,529 |
Long-term debt |
|
| 2,324,240 |
|
| - |
|
| 172,243 |
|
| (145,000) |
|
| 2,351,483 |
Other liabilities |
|
| (467,002) |
|
| 983,737 |
|
| 27,238 |
|
| (62,269) |
|
| 481,704 |
Total liabilities |
|
| 2,445,411 |
|
| 1,583,778 |
|
| 355,608 |
|
| (485,081) |
|
| 3,899,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable noncontrolling interests |
|
| - |
|
| - |
|
| 111,240 |
|
| - |
|
| 111,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
| 641 |
|
| 1,727,859 |
|
| 14,908 |
|
| (1,742,767) |
|
| 641 |
Treasury stock |
|
| (650,210) |
|
| - |
|
| - |
|
| - |
|
| (650,210) |
Additional paid-in-capital |
|
| 1,147,463 |
|
| 128,076 |
|
| 791,196 |
|
| (919,272) |
|
| 1,147,463 |
Retained earnings (deficit) |
|
| 2,606,831 |
|
| 1,073,961 |
|
| (740,848) |
|
| (333,113) |
|
| 2,606,831 |
Total Steel Dynamics, Inc. equity |
|
| 3,104,725 |
|
| 2,929,896 |
|
| 65,256 |
|
| (2,995,152) |
|
| 3,104,725 |
Noncontrolling interests |
|
| - |
|
| - |
|
| (154,944) |
|
| - |
|
| (154,944) |
Total equity |
|
| 3,104,725 |
|
| 2,929,896 |
|
| (89,688) |
|
| (2,995,152) |
|
| 2,949,781 |
Total liabilities and equity |
| $ | 5,550,136 |
| $ | 4,513,674 |
| $ | 377,160 |
| $ | (3,480,233) |
| $ | 6,960,737 |
13
18
STEEL DYNAMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 10.11. Condensed Consolidating Information (Continued)
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | Combined | | Consolidating | | Total | |||
As of December 31, 2018 | | Parent | | Guarantors | | Non-Guarantors | | Adjustments | | Consolidated | |||||
Cash and equivalents | | $ | 809,763 | | $ | 13,491 | | $ | 4,966 | | $ | - | | $ | 828,220 |
Short-term investments | | | 198,783 | | | 30,000 | | | - | | | - | | | 228,783 |
Accounts receivable, net | | | 340,439 | | | 1,635,168 | | | 26,655 | | | (958,506) | | | 1,043,756 |
Inventories | | | 793,174 | | | 1,038,702 | | | 39,214 | | | (11,922) | | | 1,859,168 |
Other current assets | | | 56,578 | | | 18,627 | | | 3,994 | | | (6,469) | | | 72,730 |
Total current assets | | | 2,198,737 | | | 2,735,988 | | | 74,829 | | | (976,897) | | | 4,032,657 |
Property, plant and equipment, net | | | 871,482 | | | 1,918,198 | | | 156,087 | | | - | | | 2,945,767 |
Intangible assets, net | | | - | | | 270,328 | | | - | | | - | | | 270,328 |
Goodwill | | | - | | | 429,645 | | | - | | | - | | | 429,645 |
Other assets, including investments in subs | | | 2,862,556 | | | 5,593 | | | 5,557 | | | (2,848,540) | | | 25,166 |
Total assets | | $ | 5,932,775 | | $ | 5,359,752 | | $ | 236,473 | | $ | (3,825,437) | | $ | 7,703,563 |
| | | | | | | | | | | | | | | |
Accounts payable | | $ | 209,156 | | $ | 330,156 | | $ | 74,353 | | $ | (62,911) | | $ | 550,754 |
Accrued expenses | | | 296,528 | | | 295,668 | | | 11,171 | | | (159,218) | | | 444,149 |
Current maturities of long-term debt | | | 793 | | | 1,355 | | | 51,079 | | | (28,993) | | | 24,234 |
Total current liabilities | | | 506,477 | | | 627,179 | | | 136,603 | | | (251,122) | | | 1,019,137 |
Long-term debt | | | 2,327,798 | | | 381 | | | 166,226 | | | (141,916) | | | 2,352,489 |
Other liabilities | | | (836,571) | | | 1,447,464 | | | 31,791 | | | (197,976) | | | 444,708 |
Total liabilities | | | 1,997,704 | | | 2,075,024 | | | 334,620 | | | (591,014) | | | 3,816,334 |
| | | | | | | | | | | | | | | |
Redeemable noncontrolling interests | | | - | | | - | | | 111,240 | | | - | | | 111,240 |
| | | | | | | | | | | | | | | |
Common stock | | | 645 | | | 1,727,859 | | | 15,016 | | | (1,742,875) | | | 645 |
Treasury stock | | | (1,184,243) | | | - | | | - | | | - | | | (1,184,243) |
Additional paid-in-capital | | | 1,160,048 | | | 683,048 | | | 695,502 | | | (1,378,550) | | | 1,160,048 |
Retained earnings (deficit) | | | 3,958,320 | | | 873,821 | | | (760,823) | | | (112,998) | | | 3,958,320 |
Accumulated other comprehensive income | | | 301 | | | - | | | - | | | - | | | 301 |
Total Steel Dynamics, Inc. equity | | | 3,935,071 | | | 3,284,728 | | | (50,305) | | | (3,234,423) | | | 3,935,071 |
Noncontrolling interests | | | - | | | - | | | (159,082) | | | - | | | (159,082) |
Total equity | | | 3,935,071 | | | 3,284,728 | | | (209,387) | | | (3,234,423) | | | 3,775,989 |
Total liabilities and equity | | $ | 5,932,775 | | $ | 5,359,752 | | $ | 236,473 | | $ | (3,825,437) | | $ | 7,703,563 |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Condensed Consolidating Statements of Operations (in thousands) | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | |
For the three months ended, | | | | | | | | Combined | | Consolidating | | Total | |||
June 30, 2019 | | Parent | | Guarantors | | Non-Guarantors | | Adjustments | | Consolidated | |||||
Net sales | | $ | 1,097,010 | | $ | 3,016,389 | | $ | 233,907 | | $ | (1,576,791) | | $ | 2,770,515 |
Costs of goods sold | | | 908,232 | | | 2,772,874 | | | 214,487 | | | (1,546,244) | | | 2,349,349 |
Gross profit | | | 188,778 | | | 243,515 | | | 19,420 | | | (30,547) | | | 421,166 |
Selling, general and administrative | | | 61,028 | | | 72,576 | | | 8,134 | | | (5,604) | | | 136,134 |
Operating income | | | 127,750 | | | 170,939 | | | 11,286 | | | (24,943) | | | 285,032 |
Interest expense, net of capitalized interest | | | 19,448 | | | 11,805 | | | 3,623 | | | (2,555) | | | 32,321 |
Other income, net | | | (4,958) | | | (1,795) | | | (265) | | | 2,769 | | | (4,249) |
Income before income taxes and | | | | | | | | | | | | | | | |
equity in net income of subsidiaries | | | 113,260 | | | 160,929 | | | 7,928 | | | (25,157) | | | 256,960 |
Income taxes | | | 27,033 | | | 38,885 | | | 264 | | | (5,968) | | | 60,214 |
| | | 86,227 | | | 122,044 | | | 7,664 | | | (19,189) | | | 196,746 |
Equity in net income of subsidiaries | | | 108,075 | | | - | | | - | | | (108,075) | | | - |
Net income attributable to noncontrolling interests | | | - | | | - | | | (2,444) | | | - | | | (2,444) |
Net income attributable to Steel Dynamics, Inc. | | $ | 194,302 | | $ | 122,044 | | $ | 5,220 | | $ | (127,264) | | $ | 194,302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Combined |
| Consolidating |
| Total | |||
As of December 31, 2016 |
| Parent |
| Guarantors |
| Non-Guarantors |
| Adjustments |
| Consolidated | |||||
Cash and equivalents |
| $ | 766,685 |
| $ | 54,677 |
| $ | 20,121 |
| $ | - |
| $ | 841,483 |
Accounts receivable, net |
|
| 229,148 |
|
| 1,257,245 |
|
| 23,689 |
|
| (780,298) |
|
| 729,784 |
Inventories |
|
| 587,319 |
|
| 639,148 |
|
| 58,696 |
|
| (9,952) |
|
| 1,275,211 |
Other current assets |
|
| 45,049 |
|
| 36,062 |
|
| 4,447 |
|
| (2,361) |
|
| 83,197 |
Total current assets |
|
| 1,628,201 |
|
| 1,987,132 |
|
| 106,953 |
|
| (792,611) |
|
| 2,929,675 |
Property, plant and equipment, net |
|
| 899,370 |
|
| 1,679,751 |
|
| 208,094 |
|
| - |
|
| 2,787,215 |
Intangible assets, net |
|
| - |
|
| 251,919 |
|
| 32,058 |
|
| - |
|
| 283,977 |
Goodwill |
|
| - |
|
| 385,527 |
|
| 7,824 |
|
| - |
|
| 393,351 |
Other assets, including investments in subs |
|
| 2,769,884 |
|
| 7,335 |
|
| 5,832 |
|
| (2,753,537) |
|
| 29,514 |
Total assets |
| $ | 5,297,455 |
| $ | 4,311,664 |
| $ | 360,761 |
| $ | (3,546,148) |
| $ | 6,423,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
| $ | 141,089 |
| $ | 265,764 |
| $ | 89,659 |
| $ | (101,316) |
| $ | 395,196 |
Accrued expenses |
|
| 198,085 |
|
| 220,917 |
|
| 8,793 |
|
| (113,808) |
|
| 313,987 |
Current maturities of long-term debt |
|
| 674 |
|
| 700 |
|
| 29,347 |
|
| (27,089) |
|
| 3,632 |
Total current liabilities |
|
| 339,848 |
|
| 487,381 |
|
| 127,799 |
|
| (242,213) |
|
| 712,815 |
Long-term debt |
|
| 2,324,298 |
|
| - |
|
| 168,566 |
|
| (139,670) |
|
| 2,353,194 |
Other liabilities |
|
| (293,711) |
|
| 1,219,444 |
|
| 42,482 |
|
| (499,191) |
|
| 469,024 |
Total liabilities |
|
| 2,370,435 |
|
| 1,706,825 |
|
| 338,847 |
|
| (881,074) |
|
| 3,535,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable noncontrolling interests |
|
| - |
|
| - |
|
| 111,240 |
|
| - |
|
| 111,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
| 641 |
|
| 1,727,859 |
|
| 14,908 |
|
| (1,742,767) |
|
| 641 |
Treasury stock |
|
| (416,829) |
|
| - |
|
| - |
|
| - |
|
| (416,829) |
Additional paid-in-capital |
|
| 1,132,749 |
|
| 128,076 |
|
| 779,678 |
|
| (907,754) |
|
| 1,132,749 |
Retained earnings (deficit) |
|
| 2,210,459 |
|
| 748,904 |
|
| (734,351) |
|
| (14,553) |
|
| 2,210,459 |
Total Steel Dynamics, Inc. equity |
|
| 2,927,020 |
|
| 2,604,839 |
|
| 60,235 |
|
| (2,665,074) |
|
| 2,927,020 |
Noncontrolling interests |
|
| - |
|
| - |
|
| (149,561) |
|
| - |
|
| (149,561) |
Total equity |
|
| 2,927,020 |
|
| 2,604,839 |
|
| (89,326) |
|
| (2,665,074) |
|
| 2,777,459 |
Total liabilities and equity |
| $ | 5,297,455 |
| $ | 4,311,664 |
| $ | 360,761 |
| $ | (3,546,148) |
| $ | 6,423,732 |
14
19
STEEL DYNAMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 10.11. Condensed Consolidating Information (Continued)
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
For the three months ended, | | | | | | | | Combined | | Consolidating | | Total | |||
June 30, 2018 | | Parent | | Guarantors | | Non-Guarantors | | Adjustments | | Consolidated | |||||
Net sales | | $ | 1,294,096 | | $ | 3,405,216 | | $ | 156,308 | | $ | (1,765,095) | | $ | 3,090,525 |
Costs of goods sold | | | 970,636 | | | 3,038,284 | | | 153,104 | | | (1,723,581) | | | 2,438,443 |
Gross profit | | | 323,460 | | | 366,932 | | | 3,204 | | | (41,514) | | | 652,082 |
Selling, general and administrative | | | 77,088 | | | 75,923 | | | 2,400 | | | (5,216) | | | 150,195 |
Operating income (loss) | | | 246,372 | | | 291,009 | | | 804 | | | (36,298) | | | 501,887 |
Interest expense, net of capitalized interest | | | 19,386 | | | 11,593 | | | 3,089 | | | (2,556) | | | 31,512 |
Other income, net | | | (5,975) | | | (1,595) | | | (13) | | | 2,548 | | | (5,035) |
Income (loss) before income taxes and | | | | | | | | | | | | | | | |
equity in net income of subsidiaries | | | 232,961 | | | 281,011 | | | (2,272) | | | (36,290) | | | 475,410 |
Income taxes (benefit) | | | 51,738 | | | 69,910 | | | (101) | | | (8,709) | | | 112,838 |
| | | 181,223 | | | 211,101 | | | (2,171) | | | (27,581) | | | 362,572 |
Equity in net income of subsidiaries | | | 181,226 | | | - | | | - | | | (181,226) | | | - |
Net income attributable to noncontrolling interests | | | - | | | - | | | (123) | | | - | | | (123) |
Net income (loss) attributable to Steel Dynamics, Inc. | | $ | 362,449 | | $ | 211,101 | | $ | (2,294) | | $ | (208,807) | | $ | 362,449 |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
For the six months ended, | | | | | | | | Combined | | Consolidating | | Total | |||
June 30, 2019 | | Parent | | Guarantors | | Non-Guarantors | | Adjustments | | Consolidated | |||||
Net sales | | $ | 2,221,745 | | $ | 6,126,618 | | $ | 405,790 | | $ | (3,166,203) | | $ | 5,587,950 |
Costs of goods sold | | | 1,814,227 | | | 5,638,863 | | | 379,947 | | | (3,099,823) | | | 4,733,214 |
Gross profit | | | 407,518 | | | 487,755 | | | 25,843 | | | (66,380) | | | 854,736 |
Selling, general and administrative | | | 130,034 | | | 147,159 | | | 12,064 | | | (11,395) | | | 277,862 |
Operating income | | | 277,484 | | | 340,596 | | | 13,779 | | | (54,985) | | | 576,874 |
Interest expense, net of capitalized interest | | | 38,102 | | | 23,571 | | | 6,837 | | | (5,067) | | | 63,443 |
Other income, net | | | (12,358) | | | (3,172) | | | (557) | | | 5,495 | | | (10,592) |
Income before income taxes and | | | | | | | | | | | | | | | |
equity in net income of subsidiaries | | | 251,740 | | | 320,197 | | | 7,499 | | | (55,413) | | | 524,023 |
Income taxes | | | 57,797 | | | 77,419 | | | 367 | | | (13,133) | | | 122,450 |
| | | 193,943 | | | 242,778 | | | 7,132 | | | (42,280) | | | 401,573 |
Equity in net income of subsidiaries | | | 204,687 | | | - | | | - | | | (204,687) | | | - |
Net income attributable to noncontrolling interests | | | - | | | - | | | (2,943) | | | - | | | (2,943) |
Net income attributable to Steel Dynamics, Inc. | | $ | 398,630 | | $ | 242,778 | | $ | 4,189 | | $ | (246,967) | | $ | 398,630 |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
For the six months ended, | | | | | | | | Combined | | Consolidating | | Total | |||
June 30, 2018 | | Parent | | Guarantors | | Non-Guarantors | | Adjustments | | Consolidated | |||||
Net sales | | $ | 2,330,770 | | $ | 6,263,935 | | $ | 273,305 | | $ | (3,173,610) | | $ | 5,694,400 |
Costs of goods sold | | | 1,789,781 | | | 5,620,035 | | | 271,602 | | | (3,102,516) | | | 4,578,902 |
Gross profit | | | 540,989 | | | 643,900 | | | 1,703 | | | (71,094) | | | 1,115,498 |
Selling, general and administrative | | | 140,015 | | | 155,295 | | | 5,576 | | | (10,672) | | | 290,214 |
Operating income (loss) | | | 400,974 | | | 488,605 | | | (3,873) | | | (60,422) | | | 825,284 |
Interest expense, net of capitalized interest | | | 38,009 | | | 24,304 | | | 6,355 | | | (5,260) | | | 63,408 |
Other income, net | | | (11,178) | | | (3,320) | | | (259) | | | 5,259 | | | (9,498) |
Income (loss) before income taxes and | | | | | | | | | | | | | | | |
equity in net income of subsidiaries | | | 374,143 | | | 467,621 | | | (9,969) | | | (60,421) | | | 771,374 |
Income taxes | | | 81,484 | | | 116,328 | | | 110 | | | (14,595) | | | 183,327 |
| | | 292,659 | | | 351,293 | | | (10,079) | | | (45,826) | | | 588,047 |
Equity in net income of subsidiaries | | | 297,341 | | | - | | | - | | | (297,341) | | | - |
Net loss attributable to noncontrolling interests | | | - | | | - | | | 1,953 | | | - | | | 1,953 |
Net income (loss) attributable to Steel Dynamics, Inc. | | $ | 590,000 | | $ | 351,293 | | $ | (8,126) | | $ | (343,167) | | $ | 590,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statements of Operations (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended, |
|
|
|
|
|
|
| Combined |
| Consolidating |
| Total | |||
September 30, 2017 |
| Parent |
| Guarantors |
| Non-Guarantors |
| Adjustments |
| Consolidated | |||||
Net sales |
| $ | 946,136 |
| $ | 2,641,067 |
| $ | 161,556 |
| $ | (1,305,377) |
| $ | 2,443,382 |
Costs of goods sold |
|
| 763,310 |
|
| 2,402,670 |
|
| 157,564 |
|
| (1,276,680) |
|
| 2,046,864 |
Gross profit |
|
| 182,826 |
|
| 238,397 |
|
| 3,992 |
|
| (28,697) |
|
| 396,518 |
Selling, general and administrative |
|
| 51,464 |
|
| 74,151 |
|
| 4,896 |
|
| (5,008) |
|
| 125,503 |
Operating income (loss) |
|
| 131,362 |
|
| 164,246 |
|
| (904) |
|
| (23,689) |
|
| 271,015 |
Interest expense, net of capitalized interest |
|
| 18,831 |
|
| 14,481 |
|
| 3,181 |
|
| (2,316) |
|
| 34,177 |
Other (income) expense, net |
|
| 2,660 |
|
| (2,492) |
|
| 42 |
|
| 2,316 |
|
| 2,526 |
Income (loss) before income taxes and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
equity in net income of subsidiaries |
|
| 109,871 |
|
| 152,257 |
|
| (4,127) |
|
| (23,689) |
|
| 234,312 |
Income taxes |
|
| 35,309 |
|
| 55,183 |
|
| 1,169 |
|
| (8,361) |
|
| 83,300 |
|
|
| 74,562 |
|
| 97,074 |
|
| (5,296) |
|
| (15,328) |
|
| 151,012 |
Equity in net income of subsidiaries |
|
| 78,696 |
|
| - |
|
| - |
|
| (78,696) |
|
| - |
Net loss attributable to noncontrolling interests |
|
| - |
|
| - |
|
| 2,246 |
|
| - |
|
| 2,246 |
Net income (loss) attributable to Steel Dynamics, Inc. |
| $ | 153,258 |
| $ | 97,074 |
| $ | (3,050) |
| $ | (94,024) |
| $ | 153,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended, |
|
|
|
|
|
|
| Combined |
| Consolidating |
| Total | |||
September 30, 2016 |
| Parent |
| Guarantors |
| Non-Guarantors |
| Adjustments |
| Consolidated | |||||
Net sales |
| $ | 845,585 |
| $ | 2,258,466 |
| $ | 96,409 |
| $ | (1,099,150) |
| $ | 2,101,310 |
Costs of goods sold |
|
| 647,983 |
|
| 2,016,874 |
|
| 100,470 |
|
| (1,072,520) |
|
| 1,692,807 |
Gross profit (loss) |
|
| 197,602 |
|
| 241,592 |
|
| (4,061) |
|
| (26,630) |
|
| 408,503 |
Selling, general and administrative |
|
| 52,995 |
|
| 72,605 |
|
| 4,134 |
|
| (5,086) |
|
| 124,648 |
Operating income (loss) |
|
| 144,607 |
|
| 168,987 |
|
| (8,195) |
|
| (21,544) |
|
| 283,855 |
Interest expense, net of capitalized interest |
|
| 17,818 |
|
| 17,741 |
|
| 2,847 |
|
| (2,207) |
|
| 36,199 |
Other (income) expense, net |
|
| 2,342 |
|
| 3,937 |
|
| (4,135) |
|
| 2,207 |
|
| 4,351 |
Income (loss) before income taxes and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
equity in net income of subsidiaries |
|
| 124,447 |
|
| 147,309 |
|
| (6,907) |
|
| (21,544) |
|
| 243,305 |
Income taxes |
|
| 40,242 |
|
| 55,684 |
|
| 797 |
|
| (7,831) |
|
| 88,892 |
|
|
| 84,205 |
|
| 91,625 |
|
| (7,704) |
|
| (13,713) |
|
| 154,413 |
Equity in net income of subsidiaries |
|
| 73,192 |
|
| - |
|
| - |
|
| (73,192) |
|
| - |
Net loss attributable to noncontrolling interests |
|
| - |
|
| - |
|
| 2,984 |
|
| - |
|
| 2,984 |
Net income (loss) attributable to Steel Dynamics, Inc. |
| $ | 157,397 |
| $ | 91,625 |
| $ | (4,720) |
| $ | (86,905) |
| $ | 157,397 |
15
20
STEEL DYNAMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 10.11. Condensed Consolidating Information (Continued)(Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended, |
|
|
|
|
|
|
| Combined |
| Consolidating |
| Total | |||
September 30, 2017 |
| Parent |
| Guarantors |
| Non-Guarantors |
| Adjustments |
| Consolidated | |||||
Net sales |
| $ | 2,797,557 |
| $ | 7,827,981 |
| $ | 449,902 |
| $ | (3,873,122) |
| $ | 7,202,318 |
Costs of goods sold |
|
| 2,241,936 |
|
| 7,054,938 |
|
| 432,657 |
|
| (3,788,403) |
|
| 5,941,128 |
Gross profit (loss) |
|
| 555,621 |
|
| 773,043 |
|
| 17,245 |
|
| (84,719) |
|
| 1,261,190 |
Selling, general and administrative |
|
| 164,061 |
|
| 226,153 |
|
| 15,253 |
|
| (15,211) |
|
| 390,256 |
Operating income (loss) |
|
| 391,560 |
|
| 546,890 |
|
| 1,992 |
|
| (69,508) |
|
| 870,934 |
Interest expense, net of capitalized interest |
|
| 55,353 |
|
| 44,245 |
|
| 9,494 |
|
| (7,073) |
|
| 102,019 |
Other (income) expense, net |
|
| (4,463) |
|
| (7,305) |
|
| (273) |
|
| 7,073 |
|
| (4,968) |
Income (loss) before income taxes and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
equity in net income of subsidiaries |
|
| 340,670 |
|
| 509,950 |
|
| (7,229) |
|
| (69,508) |
|
| 773,883 |
Income taxes |
|
| 106,036 |
|
| 184,891 |
|
| 4,651 |
|
| (24,320) |
|
| 271,258 |
|
|
| 234,634 |
|
| 325,059 |
|
| (11,880) |
|
| (45,188) |
|
| 502,625 |
Equity in net income of subsidiaries |
|
| 273,374 |
|
| - |
|
| - |
|
| (273,374) |
|
| - |
Net loss attributable to noncontrolling interests |
|
| - |
|
| - |
|
| 5,383 |
|
| - |
|
| 5,383 |
Net income (loss) attributable to Steel Dynamics, Inc. |
| $ | 508,008 |
| $ | 325,059 |
| $ | (6,497) |
| $ | (318,562) |
| $ | 508,008 |
| | | | | | | | | | | | | | | |
Condensed Consolidating Statements of Cash Flows (in thousands) | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | |
For the six months ended, | | | | | | | | Combined | | Consolidating | | Total | |||
June 30, 2019 | | Parent | | Guarantors | | Non-Guarantors | | Adjustments | | Consolidated | |||||
Net cash provided by operating activities | | $ | 144,979 | | $ | 397,633 | | $ | 2,850 | | $ | (2,436) | | $ | 543,026 |
Net cash used in investing activities | | | (66,379) | | | (44,890) | | | (2,761) | | | (3,032) | | | (117,062) |
Net cash provided by (used in) financing activities | | | 26,178 | | | (315,537) | | | 2,283 | | | 5,468 | | | (281,608) |
Increase in cash, cash equivalents and | | | | | | | | | | | | | | | |
restricted cash | | | 104,778 | | | 37,206 | | | 2,372 | | | - | | | 144,356 |
Cash, cash equivalents, and restricted cash | | | | | | | | | | | | | | | |
at beginning of period | | | 809,763 | | | 14,368 | | | 10,292 | | | - | | | 834,423 |
Cash, cash equivalents, and restricted cash | | | | | | | | | | | | | | | |
at end of period | | $ | 914,541 | | $ | 51,574 | | $ | 12,664 | | $ | - | | $ | 978,779 |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
For the six months ended, | | | | | | | | Combined | | Consolidating | | Total | |||
June 30, 2018 | | Parent | | Guarantors | | Non-Guarantors | | Adjustments | | Consolidated | |||||
Net cash provided by operating activities | | $ | 190,271 | | $ | 300,720 | | $ | 190 | | $ | 12,787 | | $ | 503,968 |
Net cash used in investing activities | | | (528,618) | | | (59,728) | | | (4,901) | | | 1,915 | | | (591,332) |
Net cash provided by (used in) financing activities | | | 45,037 | | | (255,401) | | | 3,769 | | | (14,702) | | | (221,297) |
Decrease in cash, cash equivalents and | | | (293,310) | | | (14,409) | | | (942) | | | - | | | (308,661) |
restricted cash | | | | | | | | | | | | | | | |
Cash, cash equivalents, and restricted cash | | | 1,002,230 | | | 20,748 | | | 12,107 | | | - | | | 1,035,085 |
at beginning of period | | | | | | | | | | | | | | | |
Cash, cash equivalents, and restricted cash | | | | | | | | | | | | | | | |
at end of period | | $ | 708,920 | | $ | 6,339 | | $ | 11,165 | | $ | - | | $ | 726,424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended, |
|
|
|
|
|
|
| Combined |
| Consolidating |
| Total | |||
September 30, 2016 |
| Parent |
| Guarantors |
| Non-Guarantors |
| Adjustments |
| Consolidated | |||||
Net sales |
| $ | 2,297,389 |
| $ | 6,322,158 |
| $ | 271,694 |
| $ | (3,024,728) |
| $ | 5,866,513 |
Costs of goods sold |
|
| 1,823,408 |
|
| 5,676,265 |
|
| 286,486 |
|
| (2,944,568) |
|
| 4,841,591 |
Gross profit (loss) |
|
| 473,981 |
|
| 645,893 |
|
| (14,792) |
|
| (80,160) |
|
| 1,024,922 |
Selling, general and administrative |
|
| 145,596 |
|
| 212,613 |
|
| 9,352 |
|
| (14,581) |
|
| 352,980 |
Operating income (loss) |
|
| 328,385 |
|
| 433,280 |
|
| (24,144) |
|
| (65,579) |
|
| 671,942 |
Interest expense, net of capitalized interest |
|
| 53,842 |
|
| 54,493 |
|
| 7,558 |
|
| (6,005) |
|
| 109,888 |
Other (income) expense, net |
|
| (2,137) |
|
| 8,012 |
|
| (11,139) |
|
| 6,005 |
|
| 741 |
Income (loss) before income taxes and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
equity in net income of subsidiaries |
|
| 276,680 |
|
| 370,775 |
|
| (20,563) |
|
| (65,579) |
|
| 561,313 |
Income taxes (benefit) |
|
| 89,210 |
|
| 139,958 |
|
| (63) |
|
| (23,966) |
|
| 205,139 |
|
|
| 187,470 |
|
| 230,817 |
|
| (20,500) |
|
| (41,613) |
|
| 356,174 |
Equity in net income of subsidiaries |
|
| 174,633 |
|
| - |
|
| - |
|
| (174,633) |
|
| - |
Net loss attributable to noncontrolling interests |
|
|
|
|
|
|
|
| 5,929 |
|
|
|
|
| 5,929 |
Net income (loss) attributable to Steel Dynamics, Inc. |
| $ | 362,103 |
| $ | 230,817 |
| $ | (14,571) |
| $ | (216,246) |
| $ | 362,103 |
16
21
STEEL DYNAMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 10. Condensed Consolidating Information (Continued)
|
|
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|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statements of Cash Flows (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended, |
|
|
|
|
|
|
| Combined |
| Consolidating |
| Total | |||
September 30, 2017 |
| Parent |
| Guarantors |
| Non-Guarantors |
| Adjustments |
| Consolidated | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used in) by operating activities |
| $ | 126,267 |
| $ | 434,450 |
| $ | (17,762) |
| $ | 4,650 |
| $ | 547,605 |
Net cash used in investing activities |
|
| (48,799) |
|
| (50,975) |
|
| (7,006) |
|
| 3,902 |
|
| (102,878) |
Net cash provided by (used in) financing activities |
|
| 220,346 |
|
| (405,184) |
|
| 9,144 |
|
| (8,552) |
|
| (184,246) |
Increase (decrease) in cash and equivalents |
|
| 297,814 |
|
| (21,709) |
|
| (15,624) |
|
| - |
|
| 260,481 |
Cash and equivalents at beginning of period |
|
| 766,685 |
|
| 54,677 |
|
| 20,121 |
|
| - |
|
| 841,483 |
Cash and equivalents at end of period |
| $ | 1,064,499 |
| $ | 32,968 |
| $ | 4,497 |
| $ | - |
| $ | 1,101,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended, |
|
|
|
|
|
|
| Combined |
| Consolidating |
| Total | |||
September 30, 2016 |
| Parent |
| Guarantors |
| Non-Guarantors |
| Adjustments |
| Consolidated | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
| $ | 282,918 |
| $ | 358,657 |
| $ | 52 |
| $ | 3,735 |
| $ | 645,362 |
Net cash used in investing activities |
|
| (143,427) |
|
| (81,983) |
|
| (3,935) |
|
| 2,879 |
|
| (226,466) |
Net cash provided by (used in) financing activities |
|
| 196,242 |
|
| (297,596) |
|
| 13,529 |
|
| (6,614) |
|
| (94,439) |
Increase (decrease) in cash and equivalents |
|
| 335,733 |
|
| (20,922) |
|
| 9,646 |
|
| - |
|
| 324,457 |
Cash and equivalents at beginning of period |
|
| 636,877 |
|
| 81,976 |
|
| 8,179 |
|
| - |
|
| 727,032 |
Cash and equivalents at end of period |
| $ | 972,610 |
| $ | 61,054 |
| $ | 17,825 |
| $ | - |
| $ | 1,051,489 |
17
ITEM 2.MANAGEMENT’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This report contains some predictive statements about future events, including statements related to conditions in the steel and metallic scrap markets, Steel Dynamics’ revenues, costs of purchased materials, future profitability and earnings, and the operation of new or existing facilities. These statements, which we generally precede or accompany by such typical conditional words as "anticipate," "intend," "believe," "estimate," "plan," "seek," "project" or "expect," or by the words "may," "will," or "should," are intended to be made as “forward-looking,” subject to many risks and uncertainties, within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. These statements speak only as of this date and are based upon information and assumptions, which we consider reasonable as of this date, concerning our businesses and the environments in which they operate. Such predictive statements are not guarantees of future performance, and we undertake no duty to update or revise any such statements. Some factors that could cause such forward-looking statements to turn out differently than anticipated include: (1) the effects of uncertain economic conditions; (2) cyclical and changing industrial demand; (3) changes in conditions in any of the steel or scrap-consuming sectors of the economy which affect demand for our products, including the strength of the non-residential and residential construction, automotive, manufacturing, appliance, pipe and tube, and other steel-consuming industries; (4) fluctuations in the cost of key raw materials and supplies (including steel scrap, iron units, zinc, graphite electrodes, and energy costs) and our ability to pass on any cost increases; (5) the impact of domestic and foreign import price competition; (6) unanticipated difficulties in integrating or starting up new or acquired businesses;businesses or assets; (7) risks and uncertainties involving product and/or technology development; and (8) occurrences of unexpected plant outages or equipment failures.
More specifically, we refer you to our more detailed explanation of these and other factors and risks that may cause such predictive statements to turn out differently,, as set forth under the headings Special Note Regarding Forward-Looking Statements and Risk Factors, in our most recent Annual Report on Form 10-K under the headings Special Note Regarding Forward-Looking Statements and Risk Factorsfor the year ended December 31, 2016,2018, in our quarterly reports on Form 10-Q, or in other reports which we from time to time file with the Securities and Exchange Commission. These reports are available publicly on the Securities and Exchange Commission website, www.sec.gov, and on our website, www.steeldynamics.com under “Investors – SEC Filings.”
Description of the Business
We are one of the largest domestic steel producers and metal recyclers in the United States based on current estimated steelmaking and coating capacity of 11approximately 13 million tons and actual metals recycling volumes. TheOur primary source of revenues areis from the manufacture and sale of steel products, processing and sale of recycled ferrous and nonferrous metals, and fabrication and sale of steel joists and deck products. We have three reportable segments: steel operations, metals recycling operations, and steel fabrication operations.
Operating Statement Classifications
Net Sales. Net sales from our operations are a factor of volumes shipped, product mix and related pricing. We charge premium prices for certain grades of steel, product dimensions, certain smaller volumes, and for value-added processing or coating of theour steel products. Except for the steel fabrication operations, we recognize revenues from sales and the allowance for estimated returns and claims from these sales at the point in time the titlecontrol of the product transfers to the customer, upon shipment. Provision is made for estimated product returns and customer claims based on historical experience. If the historical data used in the estimates does not reflect future returns and claims trends, additional provision may be necessary.shipment or delivery. Our steel fabrication operations recognizesrecognize revenues from construction contracts utilizing a percentage of completion methodologyover time based on steelcompleted fabricated tons used on completed units to date as a percentage of estimated total steel tons required for each contract.
Costs of Goods Sold. Our costs of goods sold represent all direct and indirect costs associated with the manufacture of our products. The principal elements of these costs are scrap and scrap substitutes (which represent the most significant single component of our consolidated costs of goods sold), steel substrate, direct and indirect labor and related benefits, alloys, zinc, transportation and freight, repairs and maintenance, utilities such as electricity and natural gas, and depreciation.
Selling, General and Administrative Expenses. Selling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative departments. These costs include, among other items, labor and related benefits, professional services, insurance premiums, and property taxes, company-widetaxes. Company-wide profit sharing and amortization of intangible assets.assets are each separately presented in the statement of income.
Interest Expense, net of Capitalized Interest. Interest expense consists of interest associated with our senior credit facilities and other debt net of interest costs that are required to be capitalized during the construction period of certain capital investment projects.
Other Expense (Income), net. Other income consists of interest income earned on our temporary cash deposits and short-term investments; any other non-operating income activity, including income from non-consolidated investments accounted for under the equity method. Other expense consists of any non-operating costs, such as certain acquisition and financing expenses.
22
Acquisition of United Steel Supply, LLC
On March 1, 2019, we purchased 75% of the equity interest of United Steel Supply, LLC (USS) for cash consideration of $93.4 million, subject to customary actual working capital purchase price adjustments. Additionally, we have an option to purchase, and the sellers have the option to require us to purchase, the remaining 25% equity interest of USS in the future. Headquartered in Austin, Texas, USS is a leading distributor of painted Galvalume® flat roll steel used for roofing and siding applications, with distribution centers strategically located in Mississippi, Indiana, Arkansas, and Oregon. USS provides us a new, complementary distribution channel and connects us to a rapidly growing industry segment with customers that do not traditionally purchase steel directly from a steel producer. USS’s operating results from and after March 1, 2019, are reflected in our financial statements in the steel operations reporting segment.
Results Overview
Our consolidated results for the second quarter of 2019 were constrained by a challenging steel pricing environment, as well as sharply falling scrap prices. While underlying domestic steel demand remained intact, customers were hesitant to place orders in a falling price environment, resulting in inventory destocking, in conjunction with weakening scrap prices. Likewise, our metals recycling operations experienced decreased operating income in the second quarter of 2019 compared to 2018, largely due to this scrap pricing environment and resulting slower scrap flows. The non-residential construction market remained strong, with increased average selling prices outpacing higher steel input costs in our steel fabrication segment.
Consolidated operating income decreased $12.8$216.9 million, or 5%43%, to $271.0$285.0 million for the thirdsecond quarter 2017,2019, compared to the thirdrecord levels in the second quarter 2016. Third2018. Second quarter 20172019 net income attributable to Steel Dynamics, Inc. decreased $4.1$168.1 million, or 3%46%, to $153.3$194.3 million, compared to the thirdsecond quarter 2016.2018, consistent with the decreased operating income.
18
Consolidated operating income increased $199.0decreased $248.4 million, or 30%, to $870.9$576.9 million for the first nine monthshalf of 2017,2019, compared to $671.9 million forthe record levels in the first nine monthshalf of 2016.2018. First nine months 2017half 2019 net income attributable to Steel Dynamics, Inc. increased $145.9decreased $191.4 million, or 40%32%, to $508.0$398.6 million, compared to the first nine monthshalf of 2016.2018, consistent with the decreased operating income.
Our consolidated results for the third quarter and first nine months of 2017 benefited from continued strong demand primarily for our sheet and special-bar-quality steel products coupled with continued low customer inventory levels. However, increased import levels continued hindering the ability of domestic steel prices to keep pace with raw material costs. Decreased scrap volumes for our metals recycling operations were offset by improved pricing and ferrous metal spreads and reduced operating expenses, resulting in significantly increased operating income during the 2017 third quarter and year-to-date periods compared to the same periods in 2016. The non-residential construction market remained strong, resulting in record quarterly shipments for our steel fabrication operations for the third straight quarter.
Segment Operating Results 20172019 vs. 20162018 (dollars in thousands)
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||||||
| 2019 | | % Change | | | 2018 | | 2019 | | % Change | | 2018 | |||
Net sales: | | | | | | | | | | | | | | | |
Steel Operations Segment | $ | 2,188,185 | | (10)% | | $ | 2,435,688 | | $ | 4,388,350 | | (1)% | | $ | 4,417,462 |
Metals Recycling Operations Segment | | 656,766 | | (26)% | | | 884,095 | | | 1,393,811 | | (15)% | | | 1,636,861 |
Steel Fabrication Operations Segment | | 241,424 | | 11% | | | 217,896 | | | 470,093 | | 12% | | | 419,599 |
Other | | 99,762 | | (19)% | | | 123,080 | | | 213,258 | | (1)% | | | 215,698 |
| | 3,186,137 | | | | | 3,660,759 | | | 6,465,512 | | | | | 6,689,620 |
Intra-company | | (415,622) | | | | | (570,234) | | | (877,562) | | | | | (995,220) |
| $ | 2,770,515 | | (10)% | | $ | 3,090,525 | | $ | 5,587,950 | | (2)% | | $ | 5,694,400 |
| | | | | | | | | | | | | | | |
Operating income (loss): | | | | | | | | | | | | | | | |
Steel Operations Segment | $ | 291,411 | | (45)% | | $ | 533,494 | | $ | 600,489 | | (31)% | | $ | 868,056 |
Metals Recycling Operations Segment | | 7,619 | | (66)% | | | 22,638 | | | 24,581 | | (48)% | | | 47,353 |
Steel Fabrication Operations Segment | | 30,664 | | 117% | | | 14,144 | | | 51,287 | | 51% | | | 33,935 |
Other | | (49,153) | | 23% | | | (63,618) | | | (106,073) | | 11% | | | (119,024) |
| | 280,541 | | | | | 506,658 | | | 570,284 | | | | | 830,320 |
Intra-company | | 4,491 | | | | | (4,771) | | | 6,590 | | | | | (5,036) |
| $ | 285,032 | | (43)% | | $ | 501,887 | | $ | 576,874 | | (30)% | | $ | 825,284 |
23
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|
| Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||||||
| 2017 |
| % Change |
|
| 2016 |
| 2017 |
| % Change |
| 2016 | |||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steel Operations Segment | $ | 1,848,126 |
| 14% |
| $ | 1,627,886 |
| $ | 5,445,754 |
| 23% |
| $ | 4,419,572 |
Metals Recycling Operations Segment |
| 709,197 |
| 25% |
|
| 565,263 |
|
| 2,123,350 |
| 29% |
|
| 1,643,172 |
Steel Fabrication Operations Segment |
| 211,394 |
| 18% |
|
| 178,640 |
|
| 603,511 |
| 14% |
|
| 530,441 |
Other |
| 101,173 |
| 65% |
|
| 61,395 |
|
| 282,156 |
| 32% |
|
| 214,149 |
|
| 2,869,890 |
|
|
|
| 2,433,184 |
|
| 8,454,771 |
|
|
|
| 6,807,334 |
Intra-company |
| (426,508) |
|
|
|
| (331,874) |
|
| (1,252,453) |
|
|
|
| (940,821) |
| $ | 2,443,382 |
| 16% |
| $ | 2,101,310 |
| $ | 7,202,318 |
| 23% |
| $ | 5,866,513 |
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Operating income (loss): |
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|
Steel Operations Segment | $ | 276,547 |
| (10)% |
| $ | 307,553 |
| $ | 895,008 |
| 26% |
| $ | 712,939 |
Metals Recycling Operations Segment |
| 17,624 |
| 186% |
|
| 6,154 |
|
| 51,968 |
| 160% |
|
| 20,014 |
Steel Fabrication Operations Segment |
| 21,862 |
| 23% |
|
| 17,744 |
|
| 65,735 |
| (10)% |
|
| 73,230 |
Other |
| (44,326) |
| 7% |
|
| (47,687) |
|
| (141,406) |
| (13)% |
|
| (125,186) |
|
| 271,707 |
|
|
|
| 283,764 |
|
| 871,305 |
|
|
|
| 680,997 |
Intra-company |
| (692) |
|
|
|
| 91 |
|
| (371) |
|
|
|
| (9,055) |
| $ | 271,015 |
| (5)% |
| $ | 283,855 |
| $ | 870,934 |
| 30% |
| $ | 671,942 |
Steel Operations Segment |
Steel Operations Segment. Steel operations consist of our six electric arc furnace steel mills, producing sheet and long products steel from ferrous scrap and scrap substitutes, utilizing continuous casting and automated rolling mills, with numerous downstream processing and eleven downstream steel coating lines, and several bar processing lines, as well as Iron Dynamics,IDI, our liquid pig iron production facility that supplies solely the Butler Flat Roll Division. Our steel operations sell a diverse portfolio of sheet and long products directly to end-users, steel fabricators, and service centers. These products are used in numerousa wide variety of industry sectors, including the construction, automotive, manufacturing, transportation, heavy equipment and agriculture, equipment, and pipe and tube (including OCTG) markets.markets. Steel operations accounted for 73%76% and 74%75% of our consolidated external net sales during the thirdsecond quarter and first half of 20172019 and 2016, respectively, and 73% and 72% of our consolidated external net sales during the first nine months of 2017 and 2016,2018, respectively.
Sheet Steel Products. Our sheet steel products operations consist of Butler and Columbus Flat Roll Divisions, and downstream coating lines. These operations sell a broad range of sheet steel products, consisting of hot roll, cold roll and coated steel products, including a wide variety of specialty products, such as light gauge hot roll, galvanized, Galvalume®, and painted products. The Techs is comprised of three galvanizing lines which sell specialized galvanized sheet steels used in primarily non-automotive applications.
Long Products. Our Structural and Rail Division sells structural steel beams and pilings to the construction market, as well as standard‑grade and premium rail to the railroad industry. Our Engineered Bar Products Division primarily sells engineered special-bar-quality, merchant-bar-quality, round‑cornered squares, and smaller-diameter engineered round bars. Vulcan Threaded Products produces threaded rod products and also cold drawn and heat treated bar. Our Roanoke Bar Division primarily sells merchant steel products, including angles, merchant rounds, flats and channels, and reinforcing bar. Steel of West Virginia primarily sells beams, channels and specialty steel sections.
19
Steel Operations Segment Shipments (tons):
| | | | | | | | | | | |
| | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
| 2019 | | % Change | | 2018 | | 2019 | | % Change | | 2018 |
| | | | | | | | | | | |
Total shipments | 2,769,358 | | 1% | | 2,733,936 | | 5,453,769 | | 4% | | 5,268,580 |
Intra-segment shipments | (280,024) | | | | (145,998) | | (527,427) | | | | (267,651) |
Steel Operations Segment shipments | 2,489,334 | | (4)% | | 2,587,938 | | 4,926,342 | | (1)% | | 5,000,929 |
| | | | | | | | | | | |
External shipments | 2,386,851 | | (4)% | | 2,480,223 | | 4,734,060 | | (2)% | | 4,807,738 |
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| Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||
| 2017 |
| % Change |
| 2016 |
| 2017 |
| % Change |
| 2016 |
|
|
|
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|
|
|
|
|
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|
|
Total shipments | 2,458,992 |
| 8% |
| 2,271,230 |
| 7,362,636 |
| 5% |
| 7,039,801 |
Intra-segment shipments | (88,211) |
|
|
| (65,438) |
| (279,567) |
|
|
| (216,217) |
Steel Operations Segment Shipments | 2,370,781 |
| 7% |
| 2,205,792 |
| 7,083,069 |
| 4% |
| 6,823,584 |
|
|
|
|
|
|
|
|
|
|
|
|
External shipments | 2,279,228 |
| 8% |
| 2,104,219 |
| 6,830,877 |
| 5% |
| 6,517,253 |
24
Segment Results 20172019 vs. 20162018
Overall domestic steel demand remained strong, but elevated levels of steel imports persistedsteady during the second quarter hinderingof 2019, with continued strength in the ability for domesticautomotive, energy and other industrial sectors. However, a challenging steel pricing environment, due to customer inventory destocking in conjunction with weakening scrap prices, led to keep pace with raw material costs.decreasing steel selling prices during the first quarter, and more so the second quarter, of 2019. Steel operations segment shipments increased 7%decreased 4% in the thirdsecond quarter 2017,2019, as compared to the same period in 2016, driven by improved flat roll and engineered bar shipments. Demand from the construction sector continues to improve, and energy has shown a continued positive demand trend. Demand has also improved for heavy off-road equipment and more general industrial manufacturing. Conversely, demand from the domestic automotive sectors has softened somewhat, but still remains near historically high levels. Our steel mill utilization rate averaged 92% for the third quarter 2017, as compared to 85% in the third quarter 2016. Sheet steel average selling prices increased 4% in the third quarter 2017 compared to the same period in 2016, while long products rose 8%.2018. Net sales for the steel operations increased 14%decreased 10% in the thirdsecond quarter 2017,2019 when compared to the same period in 2016,2018, due to an increase of $39 per ton, or 5%,decreases in averageoverall steel selling prices, combined with a 7% increaseparticularly in the sheet products, and decreased steel operationsmill shipments. Net sales for the steel operations increased 23%decreased 1% in the first nine monthshalf of 2017,2019 when compared to the same period in 2016,2018, due to a 4% increase in steel operations segment shipments combined with an increase of $118 per ton, or 18%,decreases in average steel selling prices. The increase inprices, largely offset by the additional sales at our acquired Heartland Flat Roll Division (June 2018) and USS (March 2019) operations, which account for approximately 7% of steel segment shipments and pricing for the first nine months of 2017 was the result of much stronger markets in the first and third quarters 2017, compared to the same periods in 2016.half of 2019.
Metallic raw materials used in our electric arc furnaces represent our single most significant steel manufacturing cost, generally comprising approximately 60%50 to 60 percent of our steel mill operations’ manufacturing costs, excluding the operations of The Techs and Vulcan, which purchase, rather than produce, the steel they further process.costs. Our metallic raw material cost per net ton consumed in our steel operations increased $55,decreased $32, or 22%9%, in the thirdsecond quarter 2017,2019, compared to the same period in 2016,2018, consistent with overall increaseddecreased domestic scrap pricing.pricing. In the first nine monthshalf of 2017,2019, our metallic raw material cost per net ton consumed increased $70,decreased $7, or 32%,2% compared to the same period in 2016.2018.
20
Operating income for the steel operations decreased 10%, to $276.5 million, in the third quarter 2017, compared to the same period in 2016, due toAs a 3% decrease inresult of average selling prices decreasing more than scrap costs, metal spread (which we define as the difference between average steel mill selling prices and the cost of ferrous scrap consumed) more than offsetting increasedconsumed in our steel shipments. Operatingmills) decreased 9% in the second quarter 2019 compared to the second quarter 2018. Due to this metal spread contraction, most notably in sheet steel, operating income for the first nine months 2017 increased 26%steel operations decreased 45%, to $895.0$291.4 million, in the second quarter 2019, compared to the record levels in the same period in 2018. First half 2019 operating income decreased 31%, to $600.5 million, compared to the first nine monthshalf of 2016,2018 record levels, again due to an 11% expansion ofdecreased metal spreads and steel segment operations metal spread, coupled with a 4% increase in steelmill shipments.
Metals Recycling Operations Segment |
Metals Recycling Operations Segment. Metals recycling operations consists solely of OmniSource and includes both ferrous and nonferrous scrap metal processing, transportation, marketing, brokerage, and consultingbrokerage services, strategically located primarily in close proximity to our steel mills and other end-user scrap consumers throughout the eastern half of the United States. In addition, OmniSource designs, installs, and manages customized scrap management programs for industrial manufacturing companies at hundreds of locations throughout North America. Our steel mills utilize a large portion (61% - 63%(ranging from 64% to 66% for the periods presented) of the ferrous scrap sold by OmniSource as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. Our metals recycling operations accounted for 14%12% and 15%14% of our consolidated external net sales during the thirdsecond quarter and first half of 20172019 and 2016, respectively, and 15% for each of the first nine months of 2017 and 2016.2018, respectively.
Metals Recycling Operations Shipments:
| | | | | | | | | | | |
| | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
| 2019 | | % Change | | 2018 | | 2019 | | % Change | | 2018 |
Ferrous metal (gross tons) | | | | | | | | | | | |
Total | 1,189,679 | | (12)% | | 1,347,016 | | 2,361,040 | | (9)% | | 2,603,915 |
Inter-company | (764,202) | | | | (880,891) | | (1,552,722) | | | | (1,700,800) |
External shipments | 425,477 | | (9)% | | 466,125 | | 808,318 | | (10)% | | 903,115 |
| | | | | | | | | | | |
Nonferrous metals (thousands of pounds) | | | | | | | | | | | |
Total | 266,222 | | (12)% | | 304,034 | | 558,260 | | (3)% | | 575,662 |
Inter-company | (34,671) | | | | (40,306) | | (73,779) | | | | (61,161) |
External shipments | 231,551 | | (12)% | | 263,728 | | 484,481 | | (6)% | | 514,501 |
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| Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||
| 2017 |
| % Change |
| 2016 |
| 2017 |
| % Change |
| 2016 |
Ferrous metal (gross tons) |
|
|
|
|
|
|
|
|
|
|
|
Total | 1,219,582 |
| (2)% |
| 1,243,277 |
| 3,780,958 |
| (3)% |
| 3,894,755 |
Inter-company | (756,899) |
|
|
| (774,779) |
| (2,366,355) |
|
|
| (2,383,223) |
External shipments | 462,683 |
| (1)% |
| 468,498 |
| 1,414,603 |
| (6)% |
| 1,511,532 |
|
|
|
|
|
|
|
|
|
|
|
|
Nonferrous metals (thousands of pounds) |
|
|
|
|
|
|
|
|
|
|
|
Total | 261,716 |
| (7)% |
| 280,107 |
| 815,763 |
| (2)% |
| 828,715 |
Inter-company | (37,316) |
|
|
| (25,185) |
| (107,863) |
|
|
| (83,741) |
External shipments | 224,400 |
| (12)% |
| 254,922 |
| 707,900 |
| (5)% |
| 744,974 |
Segment Results 20172019 vs. 20162018
MetalsOur metals recycling operations operating incomewere negatively impacted during the first half, and more so the second quarter of 2019 by rapidly falling ferrous and nonferrous scrap prices compared to 2018, and a somewhat soft steel market as customers were reluctant to purchase during a falling pricing environment, opting instead to defer purchases until prices reach an inflection point. Net sales decreased 26% during the second quarter of 2019 compared to the same period in 2018, driven primarily by decreased ferrous metals
25
shipments and average selling prices. Ferrous shipments to our own steel mills decreased by 13% in the thirdsecond quarter 2017 of $17.6 million was 186% higher than2019, compared to the thirdsame period in 2018, as our steel mill utilization percentage decreased from 99% to 89% year over year. Ferrous scrap average selling prices decreased 18% during the second quarter 2016 operating income of $6.2 million, due2019 compared to improvementsthe same period in ferrous and2018, while nonferrous average selling prices decreased 12%. Ferrous metal spread (which we define as the difference between average selling prices and the cost of purchased scrap) decreased 11%, as selling prices decreased more than unprocessed scrap procurement costs, while nonferrous metal spread increased 3%. Metals recycling operations operating income decreased 66% to $7.6 million in the second quarter 2019 compared to the second quarter 2018 operating income of $22.6 million, due to decreased ferrous and reduced operating costs. nonferrous shipments and ferrous metal spread contraction.
Net sales increased 25%for our metals recycling operations decreased 15% in the third quarter 2017first half of 2019 as compared to the same period in 2016,2018, driven by increaseddecreased pricing which more than offsetand shipments. Ferrous scrap average selling prices decreased shipments. Overall domestic steel mill utilization was 75% in11% during the third quarterfirst half of 2017, compared to 70% in the same 2016 period. Ferrous shipments to our own steel mills decreased by 2% in the third quarter 2017,2019 compared to the same period in 2016. Ferrous scrap average selling prices increased 30% during the third quarter 2017 compared to the same period in 2016,2018, while nonferrous average selling prices increased 36%decreased 4%. Nonferrous metal spread was flat, while ferrous metal spread decreased 10% in the first half of 2019 compared to the same period in 2016, resulting in ferrous metal spread increasing 11%, and nonferrous metal spread increasing 2%.
first half of 2018. Metals recycling operations operating income in the first nine monthshalf of 20172019 of $52.0$24.6 million was 160% higher thandecreased 48% from the first nine months 2016half of 2018 operating income of $20.0$47.4 million, due to increased selling prices resulting in a 17% improvement indecreased ferrous and nonferrous shipments, and ferrous metal spread and reduced operating expenses. Net sales increased 29% in the first nine months of 2017 as compared to the same period in 2016, driven by increased pricing for both ferrous and nonferrous products, which increased 40% and 27%, respectively, during the first nine months of 2017 compared to the same period in 2016.contraction.
Steel Fabrication Operations Segment |
Steel fabrication operations include our New Millennium Building Systems’Systems joist and deck plants located throughout the United States and in Northern Mexico. Revenues from these plants are generated from the fabrication of steel joists, trusses, girders and steel deck used within the non-residential construction industry. Steel fabrication operations accounted for 9% and 8%7% of our consolidated external net sales during the third quartersecond quarters of 20172019 and 2016,2018, respectively, and 8% and 9%7% during the first nine monthshalf of 20172019 and 2016,2018, respectively.
21
Segment Results 20172019 vs. 20162018
The overall non-residential construction market has continued to remain strong, demonstrating a positive growth profile, as our fabrication operations achieved a third consecutive quarterly shipments record in the third quarter of 2017. Net sales for the steel fabrication operations increased $32.8$23.5 million, or 18%11%, during the thirdsecond quarter 2017, 2019, compared to the same period in 2016,2018, as shipments increased 13%, while average selling prices increased $64$158 per ton, or 5%. 11%, while shipments were comparable. Net sales for the segment increased $73.1$50.5 million, or 14%12%, induring the first nine monthshalf of 2017,2019, compared to the first nine months of 2016,same period in 2018, as volumes increased 7%shipments decreased 2%, and average selling prices increased 6%$192 per ton, or 14%. Our steel fabrication operations continue to realize strength in order activity and resulting shipments, as we continue to leverage our national operating footprint to sustain market share. Market demand and improve market share,orders continue to be strong for non-residential construction project
26
development; however, wet weather and market demand continuesother construction delays during the first half of 2019 somewhat restricted shipments compared to improve.the same period in 2018.
The purchase of various steel products is the largest single cost of production for our steel fabrication operations, generally representing approximately two-thirds of the total cost of manufacturing. The average cost of steel consumed increased by 12%slightly in the thirdsecond quarter 2017,2019, as compared to the same period in 2016, while2018, but was more than offset by the 11% increase in average selling prices increased only 5%, resulting inprices. As a result, metal spread (which we define as the difference between average selling prices and the cost of purchased steel) declining 2%. However, operating income increased 23% to $21.9 million28% in the thirdsecond quarter 20172019 compared to the same period in 2016, as2018. Operating income increased shipments more than offset metal spread contraction. Segment operating income of $65.7117% to $30.7 million in the first nine months of 2017 decreased 10%, from $73.2 millionsecond quarter 2019 compared to the same period in 2018, due to the increases in metal spread. For the first nine monthshalf of 2016, despite a 7% increase2019, operating income increased 51% to $51.3 million compared to the first half of 2018, due to increased average selling prices outpacing increases in shipments,steel input costs, as metal spreads decreased 7% yearspread increased 17% period over year.period.
|
Other Operations |
Other operations consists of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of our idled Minnesota ironmaking operations and smaller joint ventures. 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.
Third QuarterSecond quarter Consolidated Results 20172019 vs. 2016 2018
Selling, General and Administrative Expenses. Selling, general and administrative expenses (including profit sharing and amortization of intangible assets) of $125.5$106.3 million during the thirdsecond quarter 2017 were consistent with the $124.62019 increased 5% from $101.0 million during the thirdsecond quarter 2016,2018, representing approximately 5.1%3.8% and 5.9%3.3% of net sales, respectively.
Interest Expense, net Profit sharing expense during the second quarter of Capitalized Interest. During2019 of $22.9 million was down 46% from the third quarter 2017, interest expense decreased 6% to $34.2 million from $36.2$42.3 million during the same period in 2016, due primarily2018, consistent with decreases in pretax income from record levels in 2018.
Interest Expense, net of Capitalized Interest. During the second quarter 2019, interest expense of $32.3 million was comparable to the December 2016 refinancing$31.5 million during the second quarter of $400.0 million of 6.125% senior notes due 2019 with 5.000% senior notes due 2026. In addition, in December 2016 we repaid the remaining $228.1 million of outstanding Senior Term Loan2018, on consistent debt which was set to mature on November 14, 2019.levels.
Income Tax Expense. During the thirdExpense. Second quarter 2017, our2019 income tax expense was $83.3of $60.2 million, at an effective income tax rate of 35.6%23.4%, as compared to $88.9was down 47% from the $112.8 million, at an effective income tax rate of 36.5%23.7%, during the thirdsecond quarter 2016. The lower effective tax rate in 2017 is due
22
primarily to additional permanent tax benefit items, most notably the 2017 domestic manufacturing deduction, resulting from increases in taxable2018, consistent with decreased pretax income.
First NineSix Months Consolidated Results 20172019 vs. 20162018
Selling, General and Administrative Expenses. Selling, general and administrative expenses (including profit sharing and amortization of intangible assets) of $390.3$217.3 million during the first nine monthshalf of 20172019 increased 11%5% from $353.0$207.5 million during the first nine monthshalf of 2016,2018, representing approximately 5.4%3.9% and 6.0%3.6% of net sales, respectively. The increase inProfit sharing expense during the first nine months 2017 expenses compared tohalf of 2019 of $46.5 million decreased 33% from the $69.0 million during the same period in 2016 is due most notably to increased performance-based incentive compensation, including profit sharing, associated2018, consistent with our increased profitability.decreases in pretax income from record levels in 2018.
Interest Expense, net of Capitalized Interest. During the first nine monthshalf of 2017,2019 and 2018, interest expense decreased $7.9was $63.4 million to $102.0 million, when compared to the same period in 2016. The decrease in interest expense is due primarily to the December 2016 refinancing of $400.0 million of 6.125% senior notes due 2019 with 5.000% senior notes due 2026. In addition, in December 2016 we repaid the remaining $228.1 million of outstanding Senior Term Loanon consistent debt which was set to mature on November 14, 2019.levels.
Income Tax Expense. During the first nine months of 2017, ourExpense. First half 2019 income tax expense was $271.3of $122.5 million, at an effective income tax rate of 35.1%23.4%, as compared to $205.1was down 33% from the $183.3 million, at an effective income tax rate of 36.5%23.8%, during the first nine months of 2016. The lower effective tax rate in 2017 is due primarily to additional permanent tax benefit items, most notably the 2017 domestic manufacturing deduction, resulting from increases in taxablehalf 2018, consistent with decreased pretax income.
Liquidity and Capital Resources
Capital Resources and Long‑termLong-term Debt. Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our steel, metals recycling, and steel fabrication operations, and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from working capital requirements, capital expenditures, principal and interest payments related to our outstanding indebtedness, dividends to our shareholders, stock repurchases, and acquisitions. We have met these liquidity requirements primarily with cash provided by operations and long-term borrowings, and we also have availability under our Revolver.Revolver. Our liquidity at SeptemberJune 30, 2017,2019, is as follows (in thousands):
| | | | | | | | | |
| | | | | | | | | |
| | | Cash and equivalents | | $ | 972,561 | | | |
| | | Short-term investments | | | 114,154 | | | |
| | | Revolver availability | | | 1,188,142 | | | |
| | | Total liquidity | | $ | 2,274,857 | | | |
27 | |||||||||
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|
Our total outstanding debt remained relatively unchangedincreased $51.3 million during the first nine monthshalf of 2017 at $2.4 billion (adjusted2019 primarily due to reflect the October 13, 2017, repaymentrevolving debt assumed in conjunction with our acquisition of the remaining $167.1 million 6.375% Senior Notes due 2022).USS. Our total adjusted long-term debt to capitalization ratio (representing our long-term debt, including current maturities, divided by the sum of our long-term debt, redeemable noncontrolling interests, and our total stockholders’ equity) was 43.9%37.5% and 37.9% at SeptemberJune 30, 2017, compared to 44.9% at2019, and December 31, 2016.
23
In September 2017, we issued $350.0 million of 4.125% senior notes due 2025 (the "2025 Notes"), the proceeds of which, along with available cash, were used to fund the September 2017 tender to purchase at a redemption price of 103.563%, $182.9 million principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase, of our 6.375% senior notes due 2022 (the "2022 Notes"), and the October 2017 call and repayment at a redemption price of 103.188% of the $167.1 million remaining outstanding principal amount of the 2022 Notes, plus accrued and unpaid interest to, but not including, the date of repayment. The $167.1 remaining outstanding principal amount is included in current maturities of long-term debt in our September 30, 2017, balance sheet.
2018, respectively.
Our November 2014 senior secured credit facility (Facility), which provides a $1.2 billion Revolver, matures November 2019.in June 2023. Subject to certain conditions, we have the opportunity to increase the Revolver size by at least $750.0 million. The Facility is guaranteed by certain of our subsidiaries; and is secured by substantially all of our and our wholly-owned subsidiaries’ receivables and inventories, and by pledges of all shares of our wholly-owned subsidiaries’ capital stock or other equity interests, and intercompany debt held by us as collateral. The Revolver is available to fund working capital, capital expenditures, and other general corporate purposes. The Facility contains financial covenants and other covenants pertaining to our ability (which may under certain circumstances be limited) to make capital expenditures; incur indebtedness; permit liens on property; enter into transactions with affiliates; make restricted payments or investments; enter into mergers, acquisitions or consolidations; conduct asset sales; pay dividends or distributions, or enter into other specified transactions and activities. Our ability to borrow funds within the terms of the Revolver is dependent upon our continued compliance with the financial and other covenants. At SeptemberJune 30, 2017,2019, we had $1.2 billion of availability on the Revolver, $11.9 million of outstanding letters of credit and other obligations which reduce availability, and there were no borrowings outstanding.
The financial covenants under our Facility state that we must maintain an interest coverage ratio of not less than 2.50:1.00. Our interest coverage ratio is calculated by dividing our last-twelve-months (LTM) consolidated adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, and certain other non-cash transactions as allowed in the Facility) by our LTM gross interest expense, less amortization of financing fees. In addition, a net debt (as defined in the Facility) to LTM consolidated LTM adjusted EBITDA (net debt leverage ratio) of not more than 5.00:1.00 must be maintained. If the net debt leverage ratio exceeds 3.50:1:00 at any time, our ability to make certain payments as defined in the Facility (which includes cash dividends to stockholders and share purchases, among other things), is limited. At SeptemberJune 30, 2017,2019, our interest coverage ratio and net debt leverage ratio were 10.22:14.80:1.00 and 1.49:0.98:1.00, respectively. We were, therefore, in compliance with these covenants at SeptemberJune 30, 2017,2019, and we anticipate we will continue to be in compliance during the next twelve months. months.
Working Capital.We generated cash flow from operations of $547.6$543.0 million in the first nine monthshalf of 2017.2019. Operational working capital (representing amounts invested in trade receivables and inventories, less current liabilities other than income taxes payable and debt) increased $230.9$60.8 million, excluding the effect of acquired USS working capital, to $1.5$2.0 billion at SeptemberJune 30, 2017. Increases2019, due primarily to decreased accrued expenses, as our 2018 accrued profit sharing was paid in volumes, pricing and profitability resulted in increased accounts receivable, and related increases in inventory, which were only partially offset by related increases in accounts payable. the first quarter of 2019.
Capital Investments.During the first nine monthshalf of 2017,2019, we invested $127.7$139.6 million in property, plant and equipment, primarily within our steel operations segment, compared with $123.2$105.8 million invested during the same period in 2016.2018.
Cash Dividends.As a reflection of continued confidence in our current and future cash flow generation ability and financial position, we increased our quarterly cash dividend by 11%28% to $0.155$0.2400 per share in the first quarter 20172019 (from $0.140$0.1875 per share in 2016)2018), resulting in declared cash dividends of $111.4$106.3 million during the first nine monthshalf of 2017,2019, compared to $102.3$88.3 million during the same period in 2016.2018. We paid cash dividends of $108.8$95.7 million and $101.6$81.1 million during the first nine monthshalf of 20172019 and 2016,2018, respectively. Our board of directors, along with executive management, approves the payment of dividends on a quarterly basis. The determination to pay cash dividends in the future is at the discretion of our board of directors, after taking into account various factors, including our financial condition, results of operations, outstanding indebtedness, current and anticipated cash needs and growth plans. In addition, the terms of our Facility and the indentures relating to our senior notes may restrict the amount of cash dividends we can pay.pay.
Other.In 2016, theAugust 2018, our board of directors authorized a share repurchase program of up to $450$750 million of our common stock. Under the share repurchase program, purchases will take place, as and when, we determine in open market or private transactions made based upon the market price of our common stock, the nature of other investment opportunities or growth projects, our cash flows from operations, and general economic conditions. The share repurchase program does not require us to acquire any specific number of shares, and may be modified, suspended, extended or terminated by us at any time. We acquired 7.03.2 million shares of our common stock for $237.2$93.1 million in the second quarter of 2019 pursuant to this program. We acquired 5.5 million shares of our common stock for $177.4 million in the first nine monthshalf of 2017 pursuant2019, leaving $221.7 million remaining available to thispurchase under the program. See Part II, Other Information, Item 2 2. Unregistered Sales of Equity Securities and Use of Proceeds for additional information.
Our ability to meet our debt service obligations and reduce our total debt will depend upon our future performance which, in turn, will depend upon general economic, financial and business conditions, along with competition, legislation and regulatory factors that are largely beyond our control. In addition, we cannot assure that our operating results, cash flows, access to credit markets and capital resources will be sufficient for repayment of our indebtedness in the future. We believe that based upon current levels of operations
28
and anticipated growth, cash flows from operations, together with other available sources of funds, including if necessary borrowings under our Revolver through its term, will be adequate for the next twelve months for making required payments of principal and interest on our indebtedness, funding working capital requirements, and anticipated capital expenditures. expenditures.
24
ITEM 3.QUANTITATIVE QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Risk
In the normal course of business, we are exposed to the market risk and price fluctuations related to the sale of our products and to the purchase of raw materials used in our operations, such as metallic raw materials, electricity, natural gas and its transportation services, fuel, air products, zinc, and zinc.electrodes. Our risk strategy associated with product sales has generally been to obtain competitive prices for our products and to allow operating results to reflect market price movements dictated by supply and demand.demand.
Our risk strategy associated with the purchase of raw materials utilized within our operations has generally been to make some commitments with suppliers relating to future expected requirements for some commodities such as electricity, natural gas and its transportation services, fuel, air products, zinc, and zinc.electrodes. Certain of these commitments contain provisions which require us to “take or pay” for specified quantities without regard to actual usage for periods of up to 45 years for physical commodity requirements and commodity transportation requirements, and for up to 1213 years for air products. We utilized such “take or pay” requirements during the past three years under these contracts, except for certain air products at our idle Minnesota ironmaking operations which were idled in May 2015.operations. We believe that production requirements will be such that consumption of the products or services purchased under these commitments will occur in the normal production process, other than certain air products related to our Minnesota ironmaking operations during the idle period. We also purchase electricity consumed at our Butler Flat Roll Division pursuant to a contract which extends through December 2017. The contract designates 160 hours annually as “interruptible service” and2020, which establishes an agreed fixed-rate energy charge per Mill/kWh consumed for each year through the expiration of the agreement.
In our metals recycling operations, weWe have certain fixed price contracts with various customers and suppliers for future delivery of nonferrous metals. Our risk strategy has been to enter into base metal financial contracts with the goal to protect the profit margin, within certain parameters, that was contemplated when we entered into the transaction with the customer or vendor. At SeptemberJune 30, 2017,2019, we had a cumulative unrealized gainloss associated with these financial contracts of $3.3 million,$220,000, substantially all of which have a settlement date within the next twelve months. We believe the customer contracts associated with the financial contracts will be fully consummated.
ITEM 4.CONTROLS CONTROLS AND PROCEDURES
(a) | Evaluation of Disclosure Controls and Procedures |
(a) Evaluation of Disclosure ControlsAs required, we carried out an evaluation, under the supervision and Procedures. Our management, with the participation of our principal executive officer and principal financial officer, evaluatedof the effectiveness of our disclosure controls and procedures, as of September 30, 2017. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act meansof 1934, as amended (the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2019, the end of the period covered by this quarterly report, our disclosure controls and other procedures of a company that arewere designed to ensure provide and were effective to provide reasonable assurance that the information required to be disclosed by a companyus in the reports that it fileswe file or submitssubmit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’sapplicable rules and forms. Disclosure controlsforms, and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’sour management, including itsour principal executive and principal financial officers,officer, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of September 30, 2017, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective.
(b) | Changes in Internal Controls Over Financial Reporting |
(b) Changes in Internal Controls Over Financial Reporting. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended SeptemberJune 30, 2017,2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
25
29
PART II OTHER INFORMATION
ITEM 1.LEGAL LEGAL PROCEEDINGS
We are 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.
liquidity.
We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking penalties, injunctive relief, and/or remediation under federal, state and local environmental laws and regulations. The United States EPA has conducted such investigations and proceedings involving us, in some instances along with state environmental regulators, under various environmental laws, including RCRA, CERCLA, the Clean Water Act and the Clean Air Act. Some of these matters have resulted in fines or penalties, for which a total of $420,000$454,000 is recorded in our financial statements as of SeptemberJune 30, 2017.2019.
No material changes have occurred to the indicated risk factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.2018.
ITEM 2.UNREGISTERED UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) | Issuer Purchases of Equity Securities |
(c) Issuer Purchases of Equity Securities
We purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three months endedSeptember June 30, 2017.2019.
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Period | | Total Number of Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Program (1) | | Maximum Dollar Value of Shares That May Yet be Purchased Under the Program | |||||
| Quarter ended June 30, 2019 | | | | | | | | | | | | ||
| | | | | | | | | | | | | | |
| April 1 - 30 | | 749,819 | | | $ | 32.03 | | | 749,819 | | | $ | 290,825 |
| May 1 - 31 | | 1,611,047 | | | | 29.81 | | | 1,611,047 | | | | 242,794 |
| June 1 - 30 | | 801,038 | | | | 26.33 | | | 801,038 | | | | 221,704 |
| | | 3,161,904 | | | | | | | 3,161,904 | | | | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Period |
| Total Number of Shares Purchased |
| Average Price Paid per Share |
| Total Number of Shares Purchased as Part of Publicly Announced Program (1) |
| Maximum Dollar Value of Shares That May Yet be Purchased Under the Program (in thousands) (1) |
| |||||
| Quarter ended September 30, 2017 |
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|
|
| July 1 - 31 |
| - |
|
| $ | - |
|
| - |
|
| $ | 286,897 |
|
| August 1 - 31 |
| 947,396 |
|
|
| 34.41 |
|
| 947,396 |
|
|
| 254,296 |
|
| September 1 - 30 |
| 1,973,694 |
|
|
| 33.69 |
|
| 1,973,694 |
|
|
| 187,812 |
|
|
|
| 2,921,090 |
|
|
|
|
|
| 2,921,090 |
|
|
|
|
|
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(1) |
| On |
ITEM 3.DEFAULTS DEFAULTS UPON SENIOR SECURITIES
None.
None.
ITEM 4.MINE MINE SAFETY DISCLOSURES
Information normally required to be furnished in Exhibit 95 to this Quarterly Report, pursuant to Item 4 concerning mine safety disclosure matters, if applicable, by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104), is not included in Exhibit 95 to this report, as therequarterly report. There are no applicable mine safety disclosure mattersdisclosures to report for the three months ended SeptemberJune 30, 2017. Accordingly, there is2019, therefore, no Exhibit 95 attachedis required.
ITEM 5. OTHER INFORMATION
None.
30
ITEM 6. EXHIBITS
Reference is made to the Exhibit Index preceding the signature page hereto, which Exhibit Index is hereby incorporated into this report.item.
EXHIBIT INDEX
None.
26
| | |||
Articles of Incorporation | ||||
| ||||
3.1 | ||||
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| |||
| 3.2 | |||
| | |||
Executive Officer Certifications | ||||
| | |||
31.1* | ||||
| | |||
31.2* | ||||
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32.1* | ||||
| | |||
32.2* | ||||
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Other | ||||
| | |||
95** | Mine Safety Disclosures. | |||
| | |||
XBRL Documents | ||||
| | |||
101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||
| | |||
101.SCH* | XBRL Taxonomy Extension Schema Document | |||
| | |||
101.CAL* | XBRL Taxonomy Extension Calculation Document | |||
| | |||
101.DEF* | XBRL Taxonomy Definition Document | |||
| | |||
101.LAB* | XBRL Taxonomy Extension Label Document | |||
| | |||
101.PRE* | XBRL Taxonomy Presentation Document |
*Filed concurrently herewith
**
* | Filed concurrently herewith |
** | Inapplicable for purposes of this report |
31
27
Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
November 9, 2017
August 9, 2019 | | |
|
| |
| | STEEL DYNAMICS, INC. |
| | |
| By: | /s/ Theresa E. Wagler |
| | Theresa E. Wagler |
| | Executive Vice President and Chief Financial Officer |
| | (Principal Financial Officer and Principal Accounting Officer) |
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32