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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported) April 21, 2023 (April 19, 2023)

 

STEEL DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

 

Indiana   0-21719   35-1929476
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

7575 West Jefferson Blvd, Fort Wayne, Indiana 46804

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  260-969-3500

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock voting, $0.0025 par value STLD NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ¨

 

 

 


 

Item 2.02. Results of Operations and Financial Condition

 

On April 19, 2023, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Reports First Quarter 2023 Results.”  A copy of that press release is attached hereto as Exhibit 99.1.

 

The information contained in Exhibit 99.1 is furnished under this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing thereunder or under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in any such filing.

 

Item 9.01. Financial Statements and Exhibits

 

(d )  Exhibits.

 

The following exhibit is furnished with this report:

 

  Exhibit Number Description
     
99.1 A press release dated April 19, 2023, titled “Steel Dynamics Reports First Quarter 2023 Results.”

 

104 Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 


 

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 hereto duly authorized.

 
    STEEL DYNAMICS, INC.
 
    /s/ Theresa E. Wagler
 
Date: April 21, 2023 By: Theresa E. Wagler
  Title: Executive Vice President and
    Chief Financial Officer

 

 

 

EX-99.1 2 tm2313332d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

Press Release

April 19, 2023

 

7575 W. Jefferson Blvd.

Fort Wayne, IN 46804

 

Steel Dynamics Reports First Quarter 2023 Results

 

FORT WAYNE, INDIANA, April 19, 2023 / PRNewswire /

 

First Quarter 2023 Performance Highlights:

 

§ Record steel shipments of 3.3 million tons
§ Net sales of $4.9 billion, operating income of $835 million, and adjusted EBITDA of $950 million
§ Strong cash flow from operations of $734 million
§ Share repurchases of $354 million of the company’s common stock, representing 1.7 percent of its outstanding shares
§ First quarter 2023 cash dividend increase of 25 percent

 

Steel Dynamics, Inc. (NASDAQ/GS: STLD) today announced first quarter 2023 financial results. The company reported first quarter 2023 net sales of $4.9 billion and net income of $637 million, or $3.70 per diluted share. Excluding the impact from the company’s newly started Sinton Texas Flat Roll Steel Mill of $77 million, or $0.31 per diluted share, the company’s first quarter 2023 adjusted net income was $691 million, or $4.01 per diluted share.

 

Comparatively, the company’s sequential fourth quarter 2022 earnings were $3.61 per diluted share, and adjusted earnings were $4.37 per diluted share, excluding additional performance-based companywide special compensation of approximately $0.09 per diluted share (awarded to all non-executive, eligible team members in recognition of the company’s exceptional annual performance) and costs of $0.67 per diluted share associated with startup of the company's Texas Flat Roll Steel Mill. Prior year first quarter earnings were $5.71 per diluted share and adjusted earnings were $6.02 per diluted share, excluding costs of $0.31 per diluted share, associated with construction and startup of the company's Texas Flat Roll Steel Mill.

 

“The team executed well and delivered a strong first quarter performance from all of our operating platforms,” said Mark D. Millett, Chairman and Chief Executive Officer. “Our first quarter 2023 operating income was $835 million, with adjusted EBITDA of $950 million. The sequential improvement in earnings was driven by our steel and metals recycling businesses and supported by continued strong results from our steel fabrication operations. Across the company, our teams achieved best-in-class performance, while keeping each other safe and further improving safety performance.

 

“First quarter operating income from our steel operations was $345 million, almost double fourth quarter sequential results, due to record shipments more than offsetting metal spread compression related to lower realized selling values. Steel pricing has since strengthened, and steel producer lead times have extended as steel demand is strong. The automotive, non-residential construction, energy, and industrial sectors continue to lead demand. Operating income from our metals recycling platform increased over threefold compared to sequential results, as demand from the domestic steel industry strengthened, resulting in higher scrap pricing and shipments. First quarter 2023 earnings from our steel fabrication operations remained historically very strong, but lower than record fourth quarter results based on seasonally lower shipments combined with customer supply-chain constraints. Extending steel fabricator project logs and lack of sufficient construction materials and skilled labor have resulted in some projects being delayed to later this year. The non-residential construction sector remains strong, as further evidenced by a solid order backlog extending into the fourth quarter of 2023, combined with robust forward-pricing. In addition, the continued onshoring of manufacturing, coupled with the robust U.S. infrastructure program and industrial build-outs, supports strong demand for 2023 and beyond.

 

 


 

“We also achieved strong cash flow from operations of $734 million in the first quarter 2023, while at the same time increasing shareholder distributions and investing in growth,” continued Millett. “In February, we increased our quarterly cash dividend by 25 percent, reflecting our confidence in the consistency and strength of our cash generation capabilities, in alignment with the execution of our transformational growth initiatives.”

 

First Quarter 2023 Comments

 

First quarter 2023 operating income for the company’s steel operations was $345 million, or 93 percent higher than sequential fourth quarter results, due to increased demand resulting in record first quarter steel shipments of 3.3 million tons, partially offset by metal spread compression resulting from lower realized selling values associated with lagging indexed-contracts within the flat rolled operations. Metal spread compression was amplified by an estimated $50 million in the first quarter 2023, due to higher raw material costs, as the company’s steel operations worked through the remaining higher priced pig iron ordered in early 2022 in reaction to the Ukraine and Russia supply-chain disruptions. The first quarter 2023 average external product selling price for the company’s steel operations decreased $44 sequentially to $1,080 per ton. The average ferrous scrap cost per ton melted at the company’s steel mills decreased $1 sequentially to $413 per ton. Operations continue to ramp at the company’s Sinton Flat Roll Steel Division, and the company estimates 2023 shipments to represent close to 80 percent of the plant’s annual capacity.

 

First quarter operating income from the company’s metals recycling operations increased significantly to $43 million, based on increased demand supporting higher volumes and product pricing for both ferrous and nonferrous materials. Domestic steel production utilization increased from 73 percent in the sequential fourth quarter to 75 percent in the first quarter 2023.

 

The company’s steel fabrication operations achieved historically very strong operating income of $551 million in the first quarter 2023, but below record fourth quarter results, based on seasonally lower shipments coupled with steady metal spread. The non-residential construction sector remains strong, as order entry significantly improved in the first quarter from seasonally lower activity in the second half of 2022, resulting in a strong order backlog that reaches into the fourth quarter of 2023 with strong forward-pricing.

 

Based on the company’s differentiated business model and highly variable cost structure, the company generated cash flow from operations of $734 million during the quarter, despite being reduced by $422 million due to the company’s annual March payout of its companywide profit-sharing program based on the company’s record 2022 pretax income. The company also invested $226 million in capital investments, paid cash dividends of $59 million, and repurchased $354 million of its outstanding common stock, representing 1.7 percent of its outstanding shares, while achieving record liquidity of $3.5 billion as of March 31, 2023.

 

Outlook

 

“We remain confident that market conditions are in place for domestic steel consumption to be solid,” said Millett. “Order entry activity continues to be strong across all of our businesses. We believe North American steel consumption will increase in 2023, and that demand for lower-carbon emission, U.S. produced steel products coupled with lower imports will support steel pricing. We believe the automotive, non-residential construction, and energy sectors will remain solid steel consumers this year. Our steel fabrication operations order backlog remains elevated with strong forward pricing levels. The combination of robust order activity and broad customer optimism supports strong overall demand dynamics for the construction industry. This environment, in combination with our existing and recently announced expansion initiatives, are firm drivers for our continued growth in the coming years.

 

“We are quickly progressing on our aluminum flat rolled products mill and are incredibly excited about this meaningful growth opportunity, which is aligned with our existing business and operational expertise,” said Millett. “The team has placed orders for critical equipment, and the rolling mill site location in Columbus, Mississippi is exceptional. We have intentionally grown with our customers’ needs, providing efficient sustainable supply-chain solutions for the highest quality products. Thus far, this has primarily been achieved within the steel industry – however, a significant number of our flat rolled steel customers are also consumers and processors of aluminum flat rolled products. We are pleased to further diversify our end markets with plans to supply aluminum flat rolled products with high recycled content to the countercyclical sustainable beverage can industry, in addition to the automotive and industrial sectors. We believe our unique performance-based operating culture, coupled with our considerable experience in successfully constructing and operating cost-effective, highly profitable flat rolled steel mills, positions us exceptionally well to execute this strategic opportunity and to deliver strong long-term value creation. Our customers and our people are also incredibly excited for this growth opportunity.

 

 


 

“Our commitment is to the health and safety of our teams, families, and communities, while meeting the current and future needs of our customers. Our culture and business model continue to positively differentiate our performance from the rest of the industry. We are competitively positioned and focused to generate long-term sustainable value,” concluded Millett.

 

Conference Call and Webcast

 

Steel Dynamics, Inc. will hold a conference call to discuss first quarter 2023 operating and financial results on Thursday, April 20, 2023, at 10:00 a.m. Eastern Daylight Time. You may access the call and find dial-in information on the Investors section of the company’s website at www.steeldynamics.com.  A replay of the call will be available on our website until 11:59 p.m. Eastern Daylight Time on April 27, 2023.

 

About Steel Dynamics, Inc.

 

Steel Dynamics is one of the largest domestic steel producers and metals recyclers in the United States, based on estimated annual steelmaking and metals recycling capability, with facilities located throughout the United States, and in Mexico. Steel Dynamics produces steel products, including hot roll, cold roll, and coated sheet steel, structural steel beams and shapes, rail, engineered special-bar-quality steel, cold finished steel, merchant bar products, specialty steel sections and steel joists and deck. In addition, the company produces liquid pig iron and processes and sells ferrous and nonferrous scrap.

 

Note Regarding Non-GAAP Financial Measures

 

The company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). Management believes that Adjusted Net Income, Adjusted Diluted Earnings Per Share, EBITDA and Adjusted EBITDA, non-GAAP financial measures, provide additional meaningful information regarding the company’s performance and financial strength. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the company’s reported results prepared in accordance with GAAP. In addition, because not all companies use identical calculations, Adjusted Net Income, Adjusted Diluted Earnings Per Share, EBITDA and Adjusted EBITDA included in this release may not be comparable to similarly titled measures of other companies.

 

 


 

Forward-Looking Statements

 

This report contains some predictive statements about future events, including statements related to conditions in domestic or global economies, conditions in steel, aluminum, and recycled metals market places, Steel Dynamics' revenues, costs of purchased materials, future profitability and earnings, and the operation of new, existing or planned 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) domestic and global economic factors; (2) global steelmaking overcapacity and imports of steel, together with increased scrap prices; (3) pandemics, epidemics, widespread illness or other health issues, such as COVID-19 or its variants; (4) the cyclical nature of the steel industry and the industries we serve; (5) volatility and major fluctuations in prices and availability of scrap metal, scrap substitutes and supplies, and our potential inability to pass higher costs on to our customers; (6) cost and availability of electricity, natural gas, oil, or other energy resources are subject to volatile market conditions; (7) increased environmental, greenhouse gas emissions and sustainability considerations or regulations; (8) compliance with and changes in environmental and remediation requirements; (9) significant price and other forms of competition from other steel and aluminum producers, scrap processors and alternative materials; (10) availability of an adequate source of supply of scrap for our metals recycling operations; (11) cybersecurity threats and risks to the security of our sensitive data and information technology; (12) the implementation of our growth strategy; (13) litigation and legal compliance; (14) unexpected equipment downtime or shutdowns; (15) governmental agencies may refuse to grant or renew some of our licenses and permits; (16) our senior unsecured credit facility contains, and any future financing agreements may contain, restrictive covenants that may limit our flexibility; and (17) the impacts of impairment charges.

 

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 in our most recent Annual Report on Form 10-K under the headings Special Note Regarding Forward-Looking Statements and Risk Factors, in our Quarterly Reports on Form 10-Q, or in other reports which we 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.”

 

Contact:  Investor Relations — +1.260.969.3500

 

 


 

Steel Dynamics, Inc.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share data)

 

    Three Months Ended     Three Months  
    March 31,     Ended  
    2023     2022     Dec. 31, 2022  
Net sales   $ 4,893,206     $ 5,569,902     $ 4,826,287  
Costs of goods sold     3,837,084       3,787,389       3,838,740  
      Gross profit     1,056,122       1,782,513       987,547  
                         
Selling, general and administrative expenses     144,309       152,015       142,602  
Profit sharing     69,575       128,469       79,218  
Amortization of intangible assets     6,878       7,162       6,679  
      Operating income     835,360       1,494,867       759,048  
                         
Interest expense, net of capitalized interest     22,507       16,669       23,855  
Other expense (income), net     (34,936 )     20,468       (23,257 )
      Income before income taxes     847,789       1,457,730       758,450  
                         
Income tax expense     203,456       350,376       119,439  
      Net income     644,333       1,107,354       639,011  
Net income attributable to noncontrolling interests     (7,023 )     (3,423 )     (4,147 )
      Net income attributable to Steel Dynamics, Inc.   $ 637,310     $ 1,103,931     $ 634,864  
                         
Basic earnings per share attributable to Steel Dynamics, Inc. stockholders   $ 3.71     $ 5.74     $ 3.63  
                         
Weighted average common shares outstanding     171,597       192,158       174,706  
                         
Diluted earnings per share attributable to Steel Dynamics, Inc. stockholders, including the effect of assumed conversions when dilutive                        
  $ 3.70     $ 5.71     $ 3.61  
                         
Weighted average common shares and share equivalents outstanding     172,479       193,241       175,892  
                         
Dividends declared per share   $ 0.425     $ 0.34     $ 0.34  

 

 


 

Steel Dynamics, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

    March 31,     December 31,  
    2023     2022  
      (unaudited)          
Assets                
Current assets                
   Cash and equivalents   $ 1,604,943     $ 1,628,417  
   Short-term investments     714,769       628,215  
   Accounts receivable, net     2,126,974       2,056,051  
   Inventories     2,988,852       3,129,964  
   Other current assets     127,022       195,371  
      Total current assets     7,562,560       7,638,018  
                 
Property, plant and equipment, net     5,491,201       5,373,665  
                 
Intangible assets, net     260,629       267,507  
                 
Goodwill     502,067       502,067  
                 
Other assets     403,303       378,727  
      Total assets   $ 14,219,760     $ 14,159,984  
Liabilities and Equity                
Current liabilities                
   Accounts payable   $ 1,138,966     $ 1,017,238  
   Income taxes payable     129,082       6,520  
   Accrued expenses     506,046       951,204  
   Current maturities of long-term debt     46,452       57,334  
      Total current liabilities     1,820,546       2,032,296  
                 
Long-term debt     3,014,358       3,013,241  
                 
Deferred income taxes     898,112       889,103  
                 
Other liabilities     180,321       129,539  
      Total liabilities     5,913,337       6,064,179  
                 
Commitments and contingencies                
                 
Redeemable noncontrolling interests     186,205       181,503  
                 
Equity                
   Common stock     650       650  
   Treasury stock, at cost     (4,800,513 )     (4,459,513 )
   Additional paid-in capital     1,194,079       1,212,566  
   Retained earnings     11,940,621       11,375,765  
   Accumulated other comprehensive income     1,800       889  
      Total Steel Dynamics, Inc. equity     8,336,637       8,130,357  
   Noncontrolling interests     (216,419 )     (216,055 )
      Total equity     8,120,218       7,914,302  
      Total liabilities and equity   $ 14,219,760     $ 14,159,984  

 

 


 

Steel Dynamics, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

    Three Months Ended  
    March 31,  
    2023     2022  
Operating activities:                
   Net income   $ 644,333     $ 1,107,354  
                 
   Adjustments to reconcile net income to net cash provided by                
      operating activities:                
      Depreciation and amortization     107,694       87,546  
      Equity-based compensation     16,078       16,519  
      Deferred income taxes     9,008       2,632  
      Other adjustments     (10,006 )     11,157  
      Changes in certain assets and liabilities:                
         Accounts receivable     (70,922 )     (447,234 )
         Inventories     141,112       14,315  
         Other assets     7,842       19,402  
         Accounts payable     117,312       (75,971 )
         Income taxes receivable/payable     189,247       341,905  
         Accrued expenses     (417,915 )     (258,657 )
      Net cash provided by operating activities     733,783       818,968  
                 
Investing activities:                
   Purchases of property, plant and equipment     (226,319 )     (159,330 )
   Purchases of short-term investments     (356,777 )     -  
   Proceeds from maturities of short-term investments     271,107       -  
   Investments in unconsolidated affiliates     -       (222,480 )
   Other investing activities     2,343       410  
      Net cash used in investing activities     (309,646 )     (381,400 )
                 
Financing activities:                
   Issuance of current and long-term debt     393,910       319,779  
   Repayment of current and long-term debt     (405,279 )     (349,272 )
   Dividends paid     (58,798 )     (50,699 )
   Purchase of treasury stock     (353,997 )     (389,190 )
   Other financing activities     (23,449 )     (22,527 )
      Net cash used in financing activities     (447,613 )     (491,909 )
                 
Decrease in cash, cash equivalents, and restricted cash     (23,476 )     (54,341 )
Cash, cash equivalents, and restricted cash at beginning of period     1,633,919       1,249,369  
Cash, cash equivalents, and restricted cash at end of period   $ 1,610,443     $ 1,195,028  
                 
Supplemental disclosure information:                
   Cash paid for interest   $ 9,596     $ 9,168  
   Cash paid for income taxes, net   $ 4,703     $ 9,948  

 

 


 

Steel Dynamics, Inc.

SUPPLEMENTAL INFORMATION

(dollars in thousands)

 

  First Quarter            
    2023     2022     Q4 2022  
External Net Sales                        
   Steel   $ 3,060,821     $ 3,762,496     $ 2,937,034  
   Steel Fabrication     868,768       929,981       1,089,979  
   Metals Recycling     583,468       579,625       463,282  
   Other     380,149       297,800       335,992  
                                       Consolidated Net Sales   $ 4,893,206     $ 5,569,902     $ 4,826,287  
Operating Income                        
   Steel   $ 345,356     $ 1,166,945     $ 178,487  
   Steel Fabrication     551,313       466,916       681,904  
   Metals Recycling     42,930       48,146       14,240  
      939,599       1,682,007       874,631  
                         
   Non-cash amortization of intangible assets     (6,878 )     (7,162 )     (6,679 )
   Profit sharing expense     (69,575 )     (128,469 )     (79,218 )
   Non-segment operations     (27,786 )     (51,509 )     (29,686 )
                         Consolidated Operating Income   $ 835,360     $ 1,494,867     $ 759,048  
Adjusted EBITDA                        
      Net income   $ 644,333     $ 1,107,354     $ 639,011  
      Income taxes     203,456       350,376       119,439  
      Net interest expense (income)     (3,470 )     16,055       5,032  
      Depreciation     99,210       78,790       93,960  
      Amortization of intangible assets     6,878       7,162       6,679  
      Noncontrolling interest (a)     (8,649 )     (3,272 )     (4,839 )
                                                             EBITDA     941,758       1,556,465       859,282  
      Non-cash adjustments                        
         Unrealized (gains) losses     (8,142 )     300       8,361  
         Inventory valuation     2,191       11,125       9,143  
         Equity-based compensation     13,877       19,794       29,425  
                                              Adjusted EBITDA   $ 949,684     $ 1,587,684     $ 906,211  
                         
Other Operating Information                        
   Steel                        
      Average external sales price (Per ton) (b)   $ 1,080     $ 1,561     $ 1,124  
      Average ferrous cost (Per ton melted) (c)   $ 413     $ 474     $ 414  
                         
      Flat Roll shipments                        
         Butler, Columbus, and Sinton     1,893,940       1,551,845       1,761,738  
         Steel Processing divisions (d)     435,602       411,653       404,309  
      Long Product shipments                        
         Structural and Rail Division     495,551       466,821       408,109  
         Engineered Bar Products Division     231,723       226,053       206,035  
         Roanoke Bar Division     157,024       143,619       126,346  
         Steel of West Virginia     95,456       94,837       87,701  
                                     Total Shipments (Tons)     3,309,296       2,894,828       2,994,238  
                         
                           External Shipments (Tons) (b)     2,833,469       2,409,763       2,614,079  
                         
                         Steel Mill Production (Tons)     2,939,032       2,508,184       2,681,597  
   Metals Recycling                        
      Nonferrous shipments (000's of pounds)     285,837       260,890       268,471  
      Ferrous shipments (Gross tons)     1,452,821       1,265,222       1,357,706  
         External ferrous shipments (Gross tons)     567,403       437,228       527,699  
   Steel Fabrication                        
      Average sales price (Per ton)   $ 5,021     $ 4,424     $ 5,222  
      Shipments (Tons)     173,021       210,237       208,956  

 

(a)   Net of income tax expense (benefit) on noncontrolling interests

(b)   Represents all steel operations

(c)   Represents ferrous cost per ton melted at our electric arc furnace steel mills

(d)   Includes Heartland, The Techs, and United Steel Supply operations