UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 


 

FORM 10-Q

 

x

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

 

 

For the quarterly period ended June 30, 2006

 

OR

 

o

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

(State or other jurisdiction of

 

(I.R.S. Employer

 incorporation or organization)

 

 Identification No.)

 

6714 Pointe Inverness Way, Suite 200, Fort Wayne, IN

 

46804

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (260) 459-3553

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  x      No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (see definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act).

(Check one):        Large accelerated filer  x         Accelerated filer   o        Non-accelerated filer   o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o     No x

As of August 4, 2006, Registrant had 50,590,118 outstanding shares of Common Stock.

 




STEEL DYNAMICS, INC.
Table of Contents

 

PART I.  Financial Information

 

 

 

Item 1.

 

Financial Statements:

 

 

 

 

 

Consolidated Balance Sheets as of June 30, 2006 (unaudited) and December 31, 2005

 

 

 

 

 

Consolidated Statements of Income for the three and six-month periods ended June 30, 2006 and 2005 (unaudited)

 

 

 

 

 

Consolidated Statements of Cash Flows for the three and six-month periods ended June 30, 2006 and 2005 (unaudited)

 

 

 

 

 

Notes to Consolidated Financial Statements

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

 

 

Item 4.

 

Controls and Procedures

 

 

 

 

 

 

 

 

 

PART II. Other Information

 

 

 

Item 1.

 

Legal Proceedings

 

 

 

Item 1A.

 

Risk Factors

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

 

 

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

 

 

Item 5.

 

Other Information

 

 

 

Item 6.

 

Exhibits

 

 

 

 

 

Signatures

 




STEEL DYNAMICS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

 

 

 

June 30,
2006

 

December 31,
2005

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and equivalents

 

$

53,948

 

$

65,518

 

Accounts receivable, net

 

322,478

 

202,878

 

Accounts receivable-related parties

 

31,813

 

38,830

 

Inventories

 

528,683

 

398,684

 

Deferred taxes

 

17,346

 

6,516

 

Other current assets

 

21,853

 

13,307

 

Total current assets

 

976,121

 

725,733

 

 

 

 

 

 

 

Property, plant and equipment, net

 

1,113,709

 

999,969

 

 

 

 

 

 

 

Restricted cash

 

4,535

 

1,588

 

 

 

 

 

 

 

Intangible assets

 

12,335

 

 

 

 

 

 

 

 

Goodwill

 

30,720

 

1,925

 

 

 

 

 

 

 

Other assets

 

27,053

 

28,472

 

Total assets

 

$

2,164,473

 

$

1,757,687

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

167,920

 

$

111,067

 

Accounts payable-related parties

 

1,766

 

4,475

 

Accrued interest

 

9,810

 

8,952

 

Accrued profit sharing

 

20,752

 

23,030

 

Other accrued expenses

 

72,349

 

57,497

 

Current maturities of long-term debt

 

649

 

2,156

 

Total current liabilities

 

273,246

 

207,177

 

 

 

 

 

 

 

Long-term debt

 

 

 

 

 

Senior unsecured 9 ½% notes

 

300,000

 

300,000

 

Subordinated convertible 4.0% notes

 

79,995

 

115,000

 

Other long-term debt

 

17,887

 

17,960

 

Unamortized bond premium

 

4,615

 

5,459

 

 

 

402,497

 

438,419

 

 

 

 

 

 

 

Deferred taxes

 

262,047

 

231,105

 

 

 

 

 

 

 

Minority interest

 

1,747

 

1,118

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock voting, $.01 par value; 100,000,000 shares authorized; 53,796,151 and 53,055,720 shares issued, and 50,556,030 and 43,183,989 shares outstanding, as of June 30, 2006 and December 31, 2005, respectively

 

536

 

529

 

Treasury stock, at cost; 3,240,121 and 9,871,731 shares, at June 30, 2006 and December 31, 2005, respectively

 

(88,914

)

(270,905

)

Additional paid-in capital

 

414,792

 

405,900

 

Retained earnings

 

898,522

 

744,344

 

Total stockholders’ equity

 

1,224,936

 

879,868

 

Total liabilities and stockholders’ equity

 

$

2,164,473

 

$

1,757,687

 

 

See notes to consolidated financial statements.

1




STEEL DYNAMICS, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per share data)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

 

 

Unrelated parties

 

$

758,186

 

$

482,550

 

$

1,366,804

 

$

983,396

 

Related parties

 

63,061

 

63,276

 

120,321

 

133,136

 

Total net sales

 

821,247

 

545,826

 

1,487,125

 

1,116,532

 

 

 

 

 

 

 

 

 

 

 

Costs of goods sold

 

624,692

 

434,642

 

1,131,083

 

876,571

 

Gross profit

 

196,555

 

111,184

 

356,042

 

239,961

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

42,407

 

20,081

 

70,782

 

42,535

 

Operating income

 

154,148

 

91,103

 

285,260

 

197,426

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

8,025

 

8,898

 

16,161

 

16,975

 

Other (income) expense, net

 

(1,275

)

(175

)

(1,956

)

(753

)

Income before income taxes

 

147,398

 

82,380

 

271,055

 

181,204

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

50,529

 

31,717

 

98,137

 

69,764

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

96,869

 

$

50,663

 

$

172,918

 

$

111,440

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

2.01

 

$

1.14

 

$

3.77

 

$

2.42

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

48,231

 

44,510

 

45,874

 

46,106

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share, including effect of assumed conversions   

 

$

1.78

 

$

1.00

 

$

3.31

 

$

2.12

 

Weighted average common shares and share equivalents outstanding 

 

54,883

 

51,472

 

52,609

 

53,150

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per share

 

$

.20

 

$

.10

 

$

.40

 

$

.20

 

 

See notes to consolidated financial statements.

2




STEEL DYNAMICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

96,869

 

$

50,663

 

$

172,918

 

$

111,440

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

30,438

 

21,579

 

55,355

 

43,409

 

Intangible asset amortization

 

2,165

 

 

2,165

 

 

Deferred income taxes

 

(5,862

)

1,435

 

(5,734

)

14,468

 

(Gain) loss on disposal of property, plant and equipment

 

(58

)

522

 

(11

)

522

 

Minority interest

 

389

 

(1,552

)

628

 

(1,434

)

Changes in certain assets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(10,797

)

28,426

 

(29,984

)

14,494

 

Inventories

 

(30,993

)

(26,259

)

(13,814

)

(40,405

)

Other assets

 

(11,166

)

(7,860

)

(8,148

)

2,660

 

Accounts payable

 

(60,298

)

(59,029

)

(220

)

(48,186

)

Accrued expenses

 

11,417

 

11,202

 

(15,019

)

(22,867

)

Net cash provided by operating activities

 

22,104

 

19,127

 

158,136

 

74,101

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

(33,882

)

(17,146

)

(48,467

)

(36,287

)

Acquisition of business, net of cash acquired

 

(89,106

)

 

(89,106

)

 

Purchase of short-term investments

 

 

 

(14,075

)

 

Maturities of short-term investments

 

4,700

 

 

14,075

 

 

Net cash used in investing activities

 

(118,288

)

(17,146

)

(137,573

)

(36,287

)

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

Issuance of long-term debt

 

 

176,297

 

 

237,605

 

Repayment of long-term debt

 

(45,488

)

(72,061

)

(47,146

)

(112,571

)

Issuance of common stock (net of expenses) and proceeds and tax benefits from exercise of stock options

 

8,534

 

472

 

27,356

 

12,836

 

Issuance (purchase) of treasury stock

 

193

 

(103,724

)

788

 

(180,424

)

Dividends paid

 

(8,812

)

(4,721

)

(13,131

)

(9,603

)

Debt issuance costs

 

 

(346

)

 

(346

)

Net cash used in financing activities

 

(45,573

)

(4,083

)

(32,133

)

(52,503

)

 

 

 

 

 

 

 

 

 

 

Decrease in cash and equivalents

 

(141,757

)

(2,102

)

(11,570

)

(14,689

)

Cash and equivalents at beginning of period

 

195,705

 

3,747

 

65,518

 

16,334

 

 

 

 

 

 

 

 

 

 

 

Cash and equivalents at end of period

 

$

53,948

 

$

1,645

 

$

53,948

 

$

1,645

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure information:

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

2,171

 

$

2,961

 

$

16,439

 

$

17,018

 

Cash paid for federal and state income taxes

 

$

94,365

 

$

54,607

 

$

95,541

 

$

54,777

 

 

See notes to consolidated financial statements.

3




STEEL DYNAMICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Summary of Accounting Policies

Principles of Consolidation. The consolidated financial statements include the accounts of Steel Dynamics, Inc. (SDI), together with its subsidiaries after elimination of significant intercompany accounts and transactions.  Minority interest represents the minority shareholders’ proportionate share in the equity or income of the company’s consolidated subsidiaries.

The company previously had two reporting segments:  steel operations and steel scrap substitute operations.  With the addition of three joist fabrication facilities acquired with the Roanoke Electric Steel Corporation (Roanoke Electric) merger in April 2006, the company added a third reporting segment:  Steel Fabrication.  With the addition of two steel scrap processing locations pursuant to the merger, the company changed the steel scrap substitute operations segment to steel scrap and scrap substitute operations.

Use of Estimates.  These 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 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; potential environmental liabilities, 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 financial statements and notes should be read in conjunction with the audited financial statements included in the company’s Annual Report on Form 10-K for the year ended December 31, 2005.

Note 2.  Roanoke Electric Merger

The company completed its previously announced merger with Roanoke Electric on April 11, 2006, immediately following approval of the transaction by Roanoke Electric stockholders.  Pursuant to the merger, Roanoke Electric stockholders received $9.75 in cash and 0.4 shares of the company’s common stock for each share of Roanoke Electric stock outstanding at the effective date of the merger. Based on 11,360,901 shares of Roanoke Electric stock outstanding prior to the close of the transaction, the company paid $110.8 million in cash, issued 4,544,360 shares of registered Steel Dynamics common stock valued at $127.7 million, incurred transaction costs of $4.9 million and assumed $44.7 million in debt, which the company retired on April 12, 2006.  The cash portion of the purchase price was funded from the company’s cash on hand.  The company valued the common stock issued at $28.11 per share based on the average stock price of the company’s common stock during the two days before and after the date that the merger agreement was agreed to and announced (October 17, 2005).

The company purchased Roanoke Electric to further diversify its product offerings, provide additional penetration of the joist, truss and girder markets and to broaden its geographic presence.  Roanoke Electric has steel manufacturing facilities in Roanoke, Virginia and Huntington, West Virginia.  These facilities produce angles, rounds, flats, channels, beams, special sections and billets, which are sold to steel service centers, fabricators, original equipment manufacturers and other steel producers.  The operating results from these two facilities are included in the company’s consolidated statements within the steel operations reporting segment.  Roanoke Electric also has certain subsidiaries involved in steel fabrication including bar joist and truck trailer beams, and has two steel scrap processing locations.  The operating results of the bar joist facilities are included in the company’s consolidated statements within the steel fabrication reporting segment while operating results of the two steel scrap processing locations are included with the steel scrap and scrap substitute operations.

Goodwill and intangible assets of $28.8 million and $14.5 million, respectively, were recorded as a result of the merger.  The goodwill is not expected to be deductible for tax purposes.  The intangible assets consisted of the following (dollars in thousands):

 

Amount

 

Useful Life

 

Customer Relationships

 

$

8,000

 

20 Years

 

Trademarks

 

4,500

 

4 Years to Indefinite

 

Backlogs

 

2,000

 

Three Months

 

Total Intangibles

 

$

14,500

 

 

 

 

The related aggregate amortization expense recognized during the three and six-month periods ended June 30, 2006 was $2.2 million.  The estimated intangible asset amortization expense for the next five years follows (dollars in thousands):

 

Estimated
Amortization

 

2006 (from April 1 to December 31)

 

$

2,661

 

2007

 

992

 

2008

 

992

 

2009

 

992

 

2010

 

775

 

Thereafter

 

8,088

 

Total Intangibles

 

$

14,500

 

 

4




The aggregate purchase price of $243.4 million was allocated to the opening balance sheet of Roanoke Electric at April 11, 2006, the date of the merger.  The following allocation is still preliminary and subject to adjustment based on further determination of actual acquisition costs and the fair value and lives of the acquired assets, assumed liabilities, and identifiable intangible assets (in thousands):

Current Assets

 

$237,145

 

Property, Plant & Equipment

 

117,671

 

Goodwill

 

28,795

 

Intangible Assets

 

14,500

 

Other Assets

 

2,785

 

Total Assets

 

400,896

 

 

 

 

 

Current Liabilities, Excluding Debt

 

74,137

 

Debt

 

44,722

 

Deferred Taxes

 

35,519

 

Other Liabilities

 

3,069

 

Total Liabilities

 

157,447

 

 

 

 

 

Total Assets Acquired

 

$243,449

 

 

Unaudited Pro Forma Results

Roanoke Electric’s operating results have been reflected in the company’s financial statements since the effective date of the merger, April 12, 2006.  The following unaudited pro forma information is presented below as if the merger of Roanoke Electric was completed as of the beginning of each period presented, or January 1, 2005 and 2006, (in thousands, except per share amounts):

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Net Sales

 

$

821,247

 

$

683,695

 

$

1,636,357

 

$

1,385,711

 

Net Income

 

100,187

 

55,987

 

181,819

 

121,843

 

Basic Earnings Per Share

 

2.05

 

1.14

 

3.75

 

2.41

 

Diluted Earnings Per Share

 

1.82

 

1.01

 

3.32

 

2.13

 

 

The information presented above is for information purposes only and is not necessarily indicative of the actual results that would have occurred had the merger been consummated at the beginning of the respective period, nor are they necessarily indicative of future operating results of the combined companies under the ownership and management of the company.  The 2005 pro forma results reflect Roanoke Electric operations for the three and six-month periods ended April 30, 2005.  The three-month 2006 pro forma results reflect Roanoke Electric operations for the period between the effective date of the merger, April 12, 2006 and June 30, 2006; and the six-month 2006 pro forma results reflect Roanoke Electric operations for that same period and for the three-month period ended January 31, 2005. As the unaudited pro forma information is presented as if the merger had occurred on each of January 1, 2005 and 2006, the step-up in inventory of $3.7 million and the valuation of backlog of $2.0 million are reflected as expense during the first quarter of both 2005 and 2006. Therefore, the effect of these items are included in the six-month periods unaudited pro forma results presented above, but not the three-month periods.

Note 3.  Stock-Based Compensation

The company has several stock-based employee compensation plans which are more fully described in Notes 1 and 6 of the company’s 2005 Annual Report on Form 10-K.  Prior to January 1, 2006, the company accounted for awards granted under those plans following the recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” (APB 25) and related interpretations.

Effective January 1, 2006, the company adopted the fair value recognition provisions of Financial Accounting Standard (FAS) No. 123R, “Share-Based Payments,” (FAS 123R) using the modified prospective application method. Under this transition method, compensation cost recognized in the quarters ended March 31, 2006 and June 30, 2006 includes the applicable amounts of compensation cost of all stock-based payments granted prior to, but not yet vested as of January 1, 2006 (based on the grant-date fair value estimated in accordance with the original provisions of FAS 123 and previously presented in the pro forma footnote disclosures). Compensation cost includes all stock-based payments granted subsequent to January 1, 2006 (based on the grant-date fair value estimated in accordance with the new provisions of FAS 123R). Results for prior periods have not been restated. Prior to the adoption of FAS 123R, no compensation cost was reflected in net income for stock options as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. In accordance with FAS 123R, compensation expense for stock options is now recorded over the vesting period using the fair value on the date of grant, as calculated using the Black-Scholes model.

5




Total share-based compensation expense, related to all of the company’s share-based awards, primarily incentive stock options,  recognized for the three and six-month periods ended June 30, 2006 was comprised as follows (in thousands, except per share data):

 

Three Months Ended

 

Six Months Ended

 

Share-based compensation expense

 

$

1,744

 

$

3,157

 

 

 

 

 

 

 

Net share-based compensation expense,

 

 

 

 

 

Basic per share

 

$

.04

 

$

.07

 

Diluted per share

 

.03

 

.06

 

 

Under the modified prospective application method, results for prior periods have not been restated to reflect the effects of implementing FAS 123R.

Pro Forma Information: FAS 123 for Periods Prior to 2006

Prior to adopting the provisions of FAS 123R, the company recorded estimated compensation expense for employee stock options based upon their intrinsic value on the date of grant pursuant to APB 25 and provided the required pro forma disclosures of FAS 123. Because the company established the exercise price based on the fair market value of the company’s stock at the date of grant, the stock options had no intrinsic value upon grant, and therefore no estimated expense was recorded prior to adopting FAS 123R. Each accounting period, the company reported the potential dilutive impact of stock options in its diluted earnings per common share using the treasury-stock method. Out-of-the-money stock options (i.e., the average stock price during the period was below the strike price of the stock option) were not included in diluted earnings per common share as their effect was anti-dilutive.

For purposes of pro forma disclosures under FAS 123 for the three and six-month periods ended June 30, 2005, the estimated fair value of the stock options was assumed to be amortized to expense over the stock options’ vesting periods. The pro forma effects of recognizing estimated compensation expense under the fair value method on net income and earnings per common share for the three and six-month periods ended June 30, 2005 were as follows (in thousands, except per share data):

 

Three Months Ended

 

Six Months Ended

 

Net income, as reported

 

$

50,663

 

$

111,440

 

Share-based employee compensation expense, using the fair value based method, net of related tax effect

 

(622

)

(1,664

)

Pro forma net income

 

50,041

 

109,776

 

Effect of assumed conversions, net of tax effect

 

666

 

1,330

 

Pro forma net income, diluted earnings per share

 

$

50,707

 

$

111,106

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

As reported

 

$

1.14

 

$

2.42

 

Pro forma

 

1.14

 

2.41

 

Diluted earnings per share:

 

 

 

 

 

As reported

 

$

1.00

 

$

2.12

 

Pro forma

 

.99

 

2.09

 

 

The disclosures related to the effect of share-based compensation expense for the three and six-month periods ended June 30, 2006 and the pro forma effect as if FAS 123 had been applied to the three and six-month periods ended June 30, 2005, are based on the fair value of stock option awards estimated on the date of grant using the Black-Scholes option valuation model with the following assumptions:

Volatility (1)

 

44.1-48.1

%

Risk-free interest rate (2)

 

3.9-5.0

%

Dividend yield (3)

 

1.0-1.2

%

Expected life (years) (4)

 

2.5-3.9

 


(1)             The volatility is based on the historical volatility of the company’s stock.

(2)             The risk-free interest rate is based on the U.S. Treasury strip rate for the expected life of the option.

(3)             The dividend yield is based on the company’s latest annualized dividend rate and the current market price of the underlying common stock at the date of grant.

(4)             The expected life in years is determined primarily from historical stock option exercise data.

Note 4.  Earnings Per Share

The company computes and presents earnings per common share in accordance with FASB Statement No. 128, “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, in addition to the above, the weighted average dilutive effect of common share equivalents outstanding during the period.  Common share equivalents represent dilutive stock options and dilutive shares related to the company’s convertible subordinated debt and are excluded from the computation in periods in which they have an anti-dilutive effect.  No options were excluded from the calculation for the three and six-month periods ended June 30, 2006.  For the three and six-month periods ended June 30, 2005, options to purchase 213,000 shares were excluded from the diluted earnings per share calculation because the options were anti-dilutive.

6




The following table presents a reconciliation of the numerators and the denominators of the company’s basic and diluted earnings per share computations for net income for the three and six-month periods ended June 30 (in thousands, except per share data):

 

 

Three Months Ended

 

 

 

2006

 

2005

 

 

 

Net Income
(Numerator)

 

Shares
(Denominator)

 

Per Share
Amount

 

Net Income
(Numerator)

 

Shares
(Denominator)

 

Per Share
Amount

 

Basic earnings per share

 

$

96,869

 

48,231

 

$

2.01

 

$

50,663

 

44,510

 

$

1.14

 

Dilutive stock option effect

 

 

313

 

 

 

 

199

 

 

 

4.0% convertible subordinated notes

 

609

 

6,339

 

 

 

666

 

6,763

 

 

 

Diluted earnings per share

 

$

97,478

 

54,883

 

$

1.78

 

$

51,329

 

51,472

 

$

1.00

 

 

 

 

Six Months Ended

 

 

 

2006

 

2005

 

 

 

Net Income
(Numerator)

 

Shares
(Denominator)

 

Per Share
Amount

 

Net Income
(Numerator)

 

Shares
(Denominator)

 

Per Share
Amount

 

Basic earnings per share

 

$

172,918

 

45,874

 

$

3.77

 

$

111,440

 

46,106

 

$

2.42

 

Dilutive stock option effect

 

 

297

 

 

 

 

281

 

 

 

4.0% convertible subordinated notes

 

1,274

 

6,438

 

 

 

1,330

 

6,763

 

 

 

Diluted earnings per share

 

$

174,192

 

52,609

 

$

3.31

 

$

112,770

 

53,150

 

$

2.12

 

 

During the six months ended June 30, 2006, holders of the company’s 4.0% convertible subordinated notes converted $35.0 million of the notes to Steel Dynamics common stock, resulting in the issuance of 2.1 million shares from the company’s treasury stock reserves.  There are currently 4.7 million shares still available for conversion pursuant to these notes.

Note 5.  Inventories

Inventories are stated at lower of cost or market.  Cost is determined principally on a first-in, first-our basis.  Inventory consisted of the following (in thousands):

 

June 30,
2006

 

December 31,
2005

 

Raw Materials

 

$

244,132

 

$

184,518

 

Supplies

 

116,902

 

97,627

 

Work-in-progress

 

50,016

 

38,221

 

Finished Goods

 

117,633

 

78,318

 

Total Inventories

 

$

528,683

 

$

398,684

 

 

Note 6.  Segment Information

The company has three segments: steel, steel fabrication and steel scrap and scrap substitute operations.

The company previously had two reporting segments:  steel operations and steel scrap substitute operations.  With the addition of three joist fabrication facilities acquired with the Roanoke Electric merger in April 2006, the company added a third reporting segment:  Steel Fabrication.  With the addition of two steel scrap processing locations pursuant to the merger, the company changed the steel scrap substitute operations segment to steel scrap and scrap substitute operations.

Steel operations include the company’s Flat Roll Division, Structural and Rail Division, Engineered Bar Products Division, newly acquired Roanoke Bar Division and newly acquired Steel of West Virginia operations.  These operations consist of mini-mills, producing steel from steel scrap, using electric arc furnaces, continuous casting and automated rolling mills.

Steel fabrication operations include the company’s five New Millennium Building System’s plants located in Butler, Indiana; Continental, Ohio (newly acquired); Salem, Virginia (newly acquired); Florence, South Carolina (newly acquired); and Lake City, Florida.  Revenues from these plants are generated from the fabrication of trusses, girders, steel joists and steel decking.  Prior to June 30, 2006, the revenues associated with these operations were included in “All Other”, as the operations were below the quantitative thresholds required for reportable segments. Accordingly, the company has reclassified these revenues from prior periods to conform to the current presentation.

The steel scrap and scrap substitute operations include the revenues and expenses associated with the company’s two newly acquired steel scrap processing locations and from the company’s scrap substitute manufacturing facility, Iron Dynamics.

Revenues included in the category “All Other” are from a subsidiary operation that is below the quantitative thresholds required for reportable segments.  These revenues are from the further processing and resale of certain secondary and excess flat rolled steel products.  In addition, “All Other” also includes certain unallocated corporate accounts, such as the company’s senior secured credit facilities, senior unsecured notes, convertible subordinated notes, certain other investments and profit sharing expenses.

7




The company’s operations are organized and managed as operating segments.  Operating segment performance and resource allocations are primarily based on operating results before income taxes.  The accounting policies of the reportable segments are consistent with those described in Note 1 to the financial statements.  Refer to the company’s Annual Report on Form10-K for the year ended December 31, 2005, for more information related to the company’s segment reporting.  Inter-segment sales and any related profits are eliminated in consolidation.  The operations from the newly acquired Roanoke Electric facilities are included in the company’s results from the effective date of the merger, April 12, 2006 through June 30, 2006.  The company’s segment results for the three and six-month periods ended June 30 are as follows (in thousands):

 

 

Three Months Ended

 

Six Months Ended

 

 

 

2006

 

2005

 

2006

 

2005

 

Steel Operations

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

 

 

External

 

$

733,532

 

$

498,006

 

$

1,338,487

 

$

1,032,567

 

Other segments

 

62,873

 

23,400

 

90,922

 

42,869

 

Operating income

 

169,403

 

101,875

 

315,876

 

218,657

 

Assets

 

1,778,855

 

1,448,627

 

1,778,855

 

1,448,627

 

Steel Fabrication Operations

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

 

 

External

 

$

66,969

 

$

34,535

 

$

107,820

 

$

57,502

 

Other segments

 

1,097

 

28

 

1,117

 

29

 

Operating income (loss)

 

(2,608

)

1,990

 

620

 

2,379

 

Assets

 

160,245

 

96,448

 

160,245

 

96,448

 

Steel Scrap and Scrap Substitute Operations

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

 

 

External

 

$

3,572

 

$

 

$

3,572

 

$

 

Other segments

 

25,118

 

9,336

 

36,370

 

23,912

 

Operating income (loss)

 

2,316

 

(4,127

)

(4,249

)

(3,965

)

Assets

 

135,530

 

134,006

 

135,530

 

134,006

 

All Other

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

 

 

External

 

$

17,173

 

$

13,285

 

$

37,246

 

$

26,463

 

Other segments

 

220

 

180

 

439

 

329

 

Operating loss

 

(13,743

)

(9,801

)

(26,833

)

(19,805

)

Assets

 

425,239

 

101,815

 

425,239

 

101,815

 

Eliminations

 

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

 

 

External

 

$

 

$

 

$

 

$

 

Other segments

 

(89,307

 

(32,944

)

(128,848

)

(67,139

)

Operating income (loss)

 

(1,220

)

1,166

 

(153

)

160

 

Assets

 

(335,396

)

(44,935

)

(335,396

)

(44,935

)

Consolidated

 

 

 

 

 

 

 

 

 

Net sales

 

$

821,247

 

$

545,826

 

$

1,487,125

 

$

1,116,532

 

Operating income

 

154,148

 

91,103

 

285,260

 

197,426

 

Assets

 

2,164,473

 

1,735,961

 

2,164,473

 

1,735,961

 

Net sales to non-US companies

 

19,967

 

16,766

 

35,679

 

41,776

 

 

8




Note 7.  Condensed Consolidating Information

Certain 100%-owned subsidiaries of SDI have fully and unconditionally guaranteed all of the indebtedness relating to the issuance of $300.0 million of senior notes due March 2009.  Following are condensed consolidating financial statements of the company, including the guarantors.  The following condensed consolidating financial statements 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 for the company on a consolidated basis.  The following condensed consolidating financial statements (presented dollars in thousands) 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, 2005.

Condensed Consolidating Balance Sheets

As of June 30, 2006

 

Parent

 

Guarantors

 

Combined
Non-Guarantors

 

Consolidating
Adjustments

 

Total
Consolidated

 

Cash

 

$

28,393

 

$

24,260

 

$

1,295

 

$

 

$

53,948

 

Accounts receivable

 

232,615

 

315,649

 

1,532

 

(195,505

)

354,291

 

Inventories

 

393,221

 

122,713

 

22,083

 

(9,334

)

528,683

 

Other current assets

 

(46,588

)

85,351

 

459

 

(23

)

39,199

 

Total current assets

 

607,641

 

547,973

 

25,369

 

(204,862

)

976,121

 

Property, plant and equipment, net

 

935,652

 

120,551

 

57,344

 

162

 

1,113,709

 

Other assets

 

404,553

 

(135,893

)

(8,277

)

(185,740

)

74,643

 

Total assets

 

$

1,947,846

 

$

532,631

 

$

74,436

 

$

(390,440

)

$

2,164,473

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

116,970

 

$

75,899

 

$

10,400

 

$

(33,583

)

$

169,686

 

Accrued expenses

 

72,377

 

26,600

 

5,206

 

(1,272

)

102,911

 

Current maturities of long-term debt

 

628

 

21

 

2,107

 

(2,107

)

649

 

Total current liabilities

 

189,975

 

102,520

 

17,713

 

(36,962

)

273,246

 

Other liabilities

 

153,057

 

101,808

 

37,968

 

(30,786

)

262,047

 

Long-term debt

 

402,343

 

154

 

812

 

(812

)

402,497

 

Minority interest

 

(22

)

 

 

1,769

 

1,747

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

536

 

716

 

17,323

 

(18,039

)

536

 

Treasury stock

 

(88,914

)

818

 

 

(818

)

(88,914

)

Additional paid in capital

 

414,792

 

117,001

 

 

(117,001

)

414,792

 

Retained earnings

 

876,079

 

209,614

 

620

 

(187,791

)

898,522

 

Total stockholders’ equity

 

1,202,493

 

328,149

 

17,943

 

(323,649

)

1,224,936

 

Total liabilities and stockholders’ equity

 

$

1,947,846

 

$

532,631

 

$

74,436

 

$

(390,440

)

$

2,164,473

 

 

 

As of December 31, 2005

 

Parent

 

Guarantors

 

Combined
Non-Guarantors

 

Consolidating
Adjustments

 

Total
Consolidated

 

Cash

 

$

62,842

 

$

59

 

$

2,617

 

$

 

$

65,518

 

Accounts receivable

 

220,320

 

147,574

 

29,612

 

(155,798

)

241,708

 

Inventories

 

361,064

 

 

41,684

 

(4,064

)

398,684

 

Other current assets

 

19,580

 

 

279

 

(36

)

19,823

 

Total current assets

 

663,806

 

147,633

 

74,192

 

(159,898

)

725,733

 

Property, plant and equipment, net

 

941,996

 

 

58,091

 

(118

)

999,969

 

Other assets

 

69,214

 

108,615

 

650

 

(146,494

)

31,985

 

Total assets

 

$

1,675,016

 

$

256,248

 

$

132,933

 

$

(306,510

)

$

1,757,687

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

113,461

 

$

(8,640

)

$

10,305

 

$

416

 

$

115,542

 

Accrued expenses

 

84,547

 

1,162

 

4,968

 

(1,197

)

89,479

 

Current maturities of long-term debt

 

2,136

 

 

5,877

 

(5,857

)

2,156

 

Total current liabilities

 

200,144

 

(7,478

)

21,150

 

(6,638

)

207,177

 

Other liabilities

 

184,421

 

38,584

 

87,213

 

(79,113

)

231,105

 

Long-term debt

 

438,419

 

 

 

 

438,419

 

Minority interest

 

 

 

 

1,118

 

1,118

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

529

 

2

 

17,322

 

(17,324

)

529

 

Treasury stock

 

(270,905

)

 

 

 

(270,905

)

Additional paid in capital

 

405,900

 

116,868

 

 

(116,868

)

405,900

 

Retained earnings

 

716,508

 

108,273

 

7,248

 

(87,685

)

744,344

 

Total stockholders’ equity

 

852,032

 

225,143

 

24,570

 

(221,877

)

879,868

 

Total liabilities and stockholders’ equity

 

$

1,675,016

 

$

256,248

 

$

132,933

 

$

(306,510

)

$

1,757,687

 

 

9




Condensed Consolidating Statements of Income

For the three months ended,
June 30, 2006

 

Parent

 

Guarantors

 

Combined
Non-Guarantors

 

Consolidating
Adjustments

 

Total
Consolidated

 

Net sales

 

$

651,295

 

$

806,254

 

$

58,287

 

$

(694,589

)

$

821,247

 

Costs of goods sold

 

487,296

 

769,865

 

54,881

 

(687,350

)

624,692

 

Gross profit

 

163,999

 

36,389

 

3,406

 

(7,239

)

196,555

 

Selling, general and administrative

 

23,653

 

15,014

 

5,000

 

(1,260

)

42,407

 

Operating income (loss)

 

140,346

 

21,375

 

(1,594

)

(5,979

)

154,148

 

Interest expense

 

6,188

 

1,532

 

546

 

(241

)

8,025

 

Other (income) expense, net

 

40,963

 

(42,464

)

(47

)

273

 

(1,275

)

Income (loss) before income taxes and equity in net loss of subsidiaries

 

93,195

 

62,307

 

(2,093

)

(6,011

)

147,398

 

Income taxes

 

30,388

 

22,798

 

(783

)

(1,874

)

50,529

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in net income of subsidiaries

 

38,198

 

 

 

(38,198

)

 

Net income (loss)

 

$

101,005

 

$

39,509

 

$

(1,310

)

$

(42,335

)

$

96,869

 

 

For the three months ended,
June 30, 2005

 

Parent

 

Guarantors

 

Combined
Non-Guarantors

 

Consolidating
Adjustments

 

Total
Consolidated

 

Net sales

 

$

521,381

 

$

553,709

 

$

47,858

 

$

(577,122

)

$

454,826

 

Costs of goods sold

 

415,830

 

548,879

 

42,933

 

(573,000

)

434,642

 

Gross profit

 

105,551

 

4,830

 

4,925

 

(4,122

)

111,184

 

Selling, general and administrative

 

16,642

 

1,984

 

3,902

 

(2,447

)

20,081

 

Operating income (loss)

 

88,909

 

2,846

 

1,023

 

(1,675

)

91,103

 

Interest expense

 

8,328

 

 

570

 

 

8,898

 

Other (income) expense, net

 

31,897

 

(32,102

)

 

30

 

(175

)

Income (loss) before income taxes and equity in net loss of subsidiaries

 

48,684

 

34,948

 

453

 

(1,705

)

82,380

 

Income taxes

 

19,934

 

12,524

 

188

 

(929

)

31,717

 

 

 

28,750

 

22,424

 

265

 

(776

)

50,663

 

Equity in net income of subsidiaries

 

22,689

 

 

 

(22,689

)

 

Net income (loss)

 

$

51,439

 

$

22,424

 

$

265

 

$

(23,465

)

$

50,663

 

 

For the six months ended,
June 30, 2006

 

Parent

 

Guarantors

 

Combined
Non-Guarantors

 

Consolidating
Adjustments

 

Total
Consolidated

 

Net sales

 

$

1,284,234

 

$

1,491,776

 

$

119,239

 

$

(1,408,124

)

$

1,487,125

 

Costs of goods sold

 

970,845

 

1,449,636

 

107,176

 

(1,396,574

)

1,131,083

 

Gross profit

 

313,389

 

42,140

 

12,063

 

(11,550

)

356,042

 

Selling, general and administrative

 

46,994

 

17,871

 

8,809

 

(2,892

)

70,782

 

Operating income (loss)

 

266,395

 

24,269

 

3,254

 

(8,658

)

285,260

 

Interest expense

 

13,784

 

1,532

 

1,173

 

(328

)

16,161

 

Other (income) expense, net

 

79,130

 

(81,407

)

(69

)

390

 

(1,956

)

Income (loss) before income taxes and equity in net loss of subsidiaries

 

173,481

 

104,144

 

2,150

 

(8,720

)

271,055

 

Income taxes

 

62,966

 

37,782

 

862

 

(3,473

)

98,137

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in net income of subsidiaries

 

67,650

 

 

 

(67,650

)

 

Net income (loss)

 

$

178,165

 

$

66,362

 

$

1,288

 

$

(72,897

)

$

172,918

 

 

10




Condensed Consolidating Statements of Income

For the six months ended,
June 30, 2005

 

Parent

 

Guarantors

 

Combined
Non-Guarantors

 

Consolidating
Adjustments

 

Total
Consolidated

 

Net sales

 

$

1,075,391

 

$

1,075,436

 

$

84,004

 

$

(1,118,299

)

$

1,116,532

 

Costs of goods sold

 

844,634

 

1,065,523

 

74,663

 

(1,108,249

)

876,571

 

Gross profit

 

230,757

 

9,913

 

9,341

 

(10,050

)

239,961

 

Selling, general and administrative

 

35,230

 

3,889

 

7,589

 

(4,173

)

42,535

 

Operating income (loss)

 

195,527

 

6,024

 

1,752

 

(5,877

)

197,426

 

Interest expense

 

15,932

 

 

1,042

 

1

 

16,975

 

Other (income) expense, net

 

65,180

 

(65,993

)

 

60

 

(753

)

Income (loss) before income taxes and equity in net loss of subsidiaries

 

114,415

 

72,017

 

710

 

(5,938

)

181,204

 

Income taxes

 

45,897

 

25,813

 

287

 

(2,233

)

69,764

 

 

 

68,518

 

46,204

 

423

 

(3,705

)

111,440

 

Equity in net income of subsidiaries

 

46,627

 

 

 

(46,627

)

 

Net income (loss)

 

$

115,145

 

$

46,204

 

$

423

 

$

(50,332

)

$

111,440

 

 

 

Condensed Consolidating Statements of Cash Flow

For the six months ended,
June 30, 2006

 

Parent

 

Guarantors

 

Combined
Non-Guarantors

 

Total
Consolidated

 

Net cash provided by (used in) operations

 

$

125,119

 

$

78,126

 

$

(45,109

)

$

158,136

 

Net cash used in investing activities

 

(55,460

)

(73,528

)

(8,585

)

(137,573

)

Net cash provided by (used in) in financing activities

 

(104,108

)

19,603

 

52,372

 

(32,133

)

Increase (decrease) in cash and equivalents

 

(34,449

)

24,201

 

(1,322

)

(11,570

)

Cash and equivalents at beginning of year

 

62,842

 

59

 

2,617

 

65,518

 

Cash and equivalents at end of period

 

$

28,393

 

$

24,260

 

$

1,295

 

$

53,948

 

 

For the six months ended,
June 30, 2005

 

Parent

 

Guarantors

 

Combined
Non-Guarantors

 

Total
Consolidated

 

Net cash provided by (used in) operations

 

$

139,987

 

$

(52,028

)

$

(13,808

)

$

74,101

 

Net cash used in investing activities

 

(18,984

)

 

(17,303

)

(36,287

)

Net cash provided by (used in) in financing activities

 

(135,402

)

51,981

 

30,918

 

(52,503

)

Decrease in cash and equivalents

 

(14,449

)

(47

)

(193

)

(14,689

)

Cash and equivalents at beginning of year

 

15,707

 

319

 

308

 

16,334

 

Cash and equivalents at end of period

 

$

1,258

 

$

272

 

$

115

 

$

1,645

 

 

11




ITEM 2.      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 marketplace, our revenue growth, costs of raw materials, future profitability and earnings, and the operation of new or existing facilities. These statements 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. Such predictive statements are not guarantees of future performance, and actual results could differ materially from our current expectations.  Factors that could cause such predictive statements to turn out other than as anticipated or predicted include, among others:  changes in economic conditions affecting steel consumption; increased foreign imports; increased price competition; difficulties in integrating acquired businesses; risks and uncertainties involving new products or new technologies; changes in the availability or cost of steel scrap or substitute materials; increases in energy costs; occurrence of unanticipated equipment failures and plant outages; labor unrest; and the effect of the elements on production or consumption.

In addition, we refer you to the sections denominated “Special Note Regarding Forward-Looking Statement” and “Risk Factors” in our Annual report on Form 10-K for the year ended December 31, 2005, as well as, in other reports which we from time to time file with the Securities and Exchange Commission, for a more detailed discussion of some of the many factors, variable risks and uncertainties that could cause actual results to differ materially from those we may have expected or anticipated.  These reports are available publicly on the SEC Web site, www.sec.gov, and on our Web site, www.steeldynamics.com.  Forward-looking or predictive statements we make are based on our knowledge of our businesses and the environment in which they operate as of the date on which the statements were made.  Due to these risks and uncertainties, as well as matters beyond our control which can affect forward-looking statements, you are cautioned not to place undue reliance on these predictive statements, which speak only as of the date of this report.  We undertake no duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Income Statement Classifications

Net SalesNet sales from steel operations are a factor of net tons shipped, product mix and related pricing.  Net sales from steel fabrication are recognized from construction contracts utilizing a percentage-of-completion method, which is based on the percentage of steel consumed to-date as compared to the estimated total steel required for each contract.  Steel fabrication revenues accounted for approximately 7% our total net sales for the six months ended June 30, 2006.  Our net sales are determined by subtracting product returns, sales discounts, return allowances and claims from total sales.  We charge premium prices for certain grades of steel, dimensions of product, or certain smaller volumes, and for value-added processing or coating of steel products. We also charge marginally higher prices for our value-added products.  These products include hot rolled and cold rolled galvanized products, cold rolled products, and painted products from our Flat Roll Division; certain special bar quality products from our Engineered Bar Products Division; and certain industrial truck and trailer products from our Steel of West Virginia operations.

Costs of Goods SoldOur costs of goods sold represents all direct and indirect costs associated with the manufacture of our products.  The principal elements of these costs are steel scrap and scrap substitutes, alloys, natural gas, argon, direct and indirect labor and related benefit amounts, electricity, oxygen, electrodes, depreciation, materials and transportation, and freight.  Our metallic raw materials, steel scrap and scrap substitutes, represent the most significant component of our costs of goods sold.

Selling, General and Administrative ExpensesSelling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative departments. These costs include labor and benefits, professional services, financing cost amortization, property taxes, and profit-sharing expense.

Interest ExpenseInterest expense consists of interest associated with our senior credit facilities and other debt arrangements (as described in the notes to our financial statements as set forth in our 2005 Annual Report on Form 10-K) net of capitalized interest costs that are related to construction expenditures during the construction period of material capital projects.

Other (Income) ExpenseOther income consists of interest income earned on our cash balances and any other non-operating income activity, including gains on certain short-term investments. Other expense consists of any non-operating costs.

Roanoke Electric Merger

We completed our previously announced merger with Roanoke Electric Steel Corporation on April 11, 2006, immediately following approval of the transaction by Roanoke Electric stockholders.  Through the merger we have further diversified our product mix, expanded our presence in the bar joist market and gained additional expertise and presence in the scrap processing business.  Roanoke Electric has steel manufacturing facilities in Roanoke, Virginia and Huntington, West Virginia.  These facilities produce angles, rounds, flats, channels, beams, special sections and billets, which are sold to steel service centers, fabricators, original equipment manufacturers and other steel producers.  Roanoke also has certain subsidiaries involved in steel fabrication including bar joist and truck trailer beams, and has two steel scrap processing locations.

Pursuant to the merger agreement, Roanoke Electric stockholders received $9.75 in cash and 0.4 shares of our common stock for each share of Roanoke Electric stock outstanding at the effective date of the merger. Based on 11,360,901 shares of Roanoke Electric stock outstanding prior to the close of the transaction, we paid $110.8 million in cash, issued 4.5 million shares of registered Steel Dynamics common stock (valued at $127.7 million) from the our treasury stock reserves, incurred $4.9 million in transaction costs, and assumed $44.7 million in debt, which we retired on April 12, 2006.  The cash portion of the purchase price was funded from cash on hand.

12




Roanoke Electric operating results are reflected in our financial statements from the effective date of the merger, April 12, 2006, through June 30, 2006.

Second Quarter Operating Results 2006 vs. 2005

Net income was $96.9 million or $1.78 per diluted share during the second quarter of 2006, compared with $50.7 million or $1.00 per diluted share during the second quarter of 2005.  Our gross margin percentage was 24% during the second quarter of 2006, as compared to 20% for the second quarter of 2005 and 25% on a linked-quarter basis.  Our second quarter 2006 average consolidated selling price per ton shipped increased $41 per ton when compared to the first quarter of 2006, and at the same time costs associated with our metallic raw materials on a comparative basis decreased.  This scenario would have resulted in a higher gross margin; however, we recorded additional costs of goods sold of $4.9 million due to valuing the purchased Roanoke Electric inventory and property, plant and equipment at fair market value, which resulted in increased manufacturing costs and depreciation.

Gross Profit.    During the second quarter of 2006, our net sales increased $275.4 million, or 50%, to $821.2 million, while our consolidated shipments increased 324,000 tons, or 36%, to 1.2 million tons, when compared with the second quarter of 2005. The increase in shipments was due to increased shipments at each of our three steelmaking operations and the inclusion of the Roanoke Electric volume.  Our Flat Roll Division increased shipments by 83,000 tons, or 15%, due to increased demand for flat rolled products and due to increased production levels achieved through production process efficiencies.  Our Structural & Rail Division increased shipments by 37,000 tons, or 18%, which resulted from increased demand for structural products for the non-residential construction industry.  Our Engineered Bar Products Division increased shipments by 16,000 tons, or 14%, during this period as a result of increased demand for special-bar-quality products and the continued development of longer-term customer supply relationships.  During the quarter, the Engineered Bar Products Division also began limited operations of an on-site facility which is expected to enhance margins through value-added finishing capabilities.  The finishing facility is expected to be fully operational by the end of the third quarter 2006.   Also included in our second quarter shipments from our newly acquired Roanoke Steel steelmaking operations were shipments of 146,000 tons from our Roanoke Bar Division and 80,000 tons from our Steel of West Virginia operations.

As depicted by the following graph, our second quarter 2006 average consolidated selling price per ton shipped increased $64 compared with the second quarter of 2005.  During the first half of 2006, the volume of steel products imported into the Unites States increased, which we believe could decline in the short term as recent global steel prices have increased and are better aligned with current U.S. markets; however, import activity is extremely difficult to forecast and can change rapidly.  This along with a continued stronger non-residential construction market, have aided in the strengthening of demand for flat rolled, structural steel and building fabrication products.  Currently, we anticipate continued favorable pricing and volume trends for the third quarter.

Generally, we incur higher production costs when manufacturing value-added products such as cold rolled, galvanized, and painted flat roll steels; and special-bar-quality steels.  The following charts depict our steel and fabrication operations product mix by major product category for

13




the three and six-month periods ended June 30, 2006 and 2005, based on tons shipped from these operations  

 

Metallic raw materials used in our electric arc furnaces represent our single-most significant manufacturing cost.  Our metallic raw material cost per net ton consumed increased $14 during the second quarter of 2006 as compared to the second quarter of 2005 and increased $10 on a linked-quarter basis. During the second quarter of 2006 and 2005, our metallic raw material costs represented 53% of our total manufacturing costs.  Historically our metallic raw material costs represented between 45% and 50% of our total manufacturing costs; however, this percentage increased to as high as 65% in 2004, when the industry encountered historically high steel scrap prices.  This increase in the cost of our primary raw material as a percentage of our total manufacturing costs necessitated the initiation of a surcharge mechanism which was adopted by the steel industry during the first quarter of 2004.  The surcharge is derived from an indexed scrap number and designed to pass some of the increased costs associated with rising metallic prices through to our customers.  As these costs decrease, the surcharge also declines.  During a portion of the second and third quarters of 2005, steel scrap costs were below the indexed surcharge numbers, and in some instances, no surcharge was utilized in determining prices for our products.  We anticipate steel scrap prices to decline in the third quarter; however, we currently have higher-priced steel scrap inventory on-hand which we believe will result in a modest increase in our metallic raw material consumption costs during the third quarter of 2006 as compared to those experienced during the first half of 2006.

14




Selling, General and Administrative Expenses.  Selling, general and administrative expenses were $42.4 million during the second quarter of 2006, as compared to $20.1 million during the same period in 2005, an increase of $22.3 million, or 111%.  During the second quarter of 2006 and 2005, respectively, our selling, general and administrative expenses represented 5% and 4% of our total net sales.

We recorded expense of $8.3 million and $5.2 million during the second quarter of 2006 and 2005, respectively, related to our Steel Dynamics performance-based profit sharing plan allocation, which is currently based on 6% of pretax earnings.  We also recorded profit sharing expense of $2.8 million, related to the Roanoke Electric subsidiaries that are currently not included in the aforementioned plan.  Our board of directors approved an increase of 2% in the Steel Dynamics profit sharing rate effective August 1, 2006, in recognition of the additional participants that will be added as a result of the Roanoke Electric merger.

We adopted FAS 123R on January 1, 2006, which requires companies to recognize the cost of employee services received in exchange for awards of equity instruments in the financial statements.  During the second quarter of 2006, we recorded $1.7 million of share-based compensation expense related to our outstanding incentive stock options.  We also recorded amortization expense of $2.2 million related to the intangible assets identified with the Roanoke Electric merger.  We currently anticipate amortization of intangibles to be slightly less than $500,000 for the remainder of 2006; however, our allocation of the purchase price of Roanoke Electric is still preliminary, and this amount could change.

Interest Expense.  During the second quarter of 2006, gross interest expense decreased $874,000, or 10%, to $8.2 million and capitalized interest remained relatively unchanged at $201,000, when compared to the same period in 2005.  The interest capitalization that occurred during these periods resulted from the interest required to be capitalized with respect to construction activities at our Engineered Bar Products and Structural & Rail divisions.  We currently anticipate gross interest expense to remain consistent throughout the remainder of this year.

Other (Income) Expense.  Other income was $1.3 million during the second quarter of 2006, as compared to $175,000 during the same period in 2005.  This increase was the result of certain non-operating revenues recognized at certain of the Roanoke Electric subsidiaries.

Income TaxesDuring the second quarter of 2006, our income tax provision was $50.5 million, as compared to $31.7 million during the same period in 2005.  Our effective income tax rate was 38.5% during the second quarter of 2005.  During the second quarter of 2006, we decreased our estimated annual effective tax rate from 38.5% to 37.3% to reflect, among other things, the recognition of a research and development tax credit and the reduction in our expected state tax rate due to the acquisition of Roanoke Electric.  This rate reduction was effective retroactive to April 1, 2006.  The result of the change in the estimated annual effective tax rate was to increase income for the three and six-month periods ended June 30, 2006 by $6.2 million.

First Half Operating Results 2006 vs. 2005

Net income was $172.9 million or $3.31 per diluted share during the first half of 2006, compared with $111.4 million or $2.12 per diluted share during the first half of 2005.

Gross Profit.    During the first half of 2006, our net sales increased $370.6 million, or 33%, to $1.5 billion and our consolidated shipments increased 527,000 tons, or 30%, to 2.3 million tons, compared with the first half of 2005. The increase in shipments was due in part to the inclusion of shipments from the Roanoke Electric operating facilities acquired April, 11, 2006.  We also had increased shipments of 177,000 tons, or 16%, from our Flat Roll Division, increased shipments of 98,000 tons, or 25%, from our Structural & Rail Division, and increased shipments of 52,000 tons, or 26%, from our Engineered Bar Products Division.  Our first half 2006 average consolidated selling price increased $7 per ton, to $653 as compared with the first half of 2005.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses were $70.8 million during the first half of 2006, as compared to $42.5 million during the same period in 2005, an increase of $28.2 million, or 66%.  This increase was attributed in part to increased combined profit sharing expense of $7.7 million, or 66%, of which $2.8 million relates to the Roanoke Electric merger. During the first half of 2006 and 2005, respectively, selling, general and administrative expenses represented approximately 5% and 4% of net sales. We also adopted FAS 123R on January 1, 2006, which requires companies to recognize the cost of employee services received in exchange for awards of equity instruments in the financial statements.  During the first half of 2006, we recorded $3.1 million of share-based compensation expense related to our outstanding incentive stock options.  We also recorded amortization expense of $2.2 million related to the intangible assets identified with the Roanoke Electric merger.

Interest Expense.  During the first half of 2006, gross interest expense decreased $925,000, or 5%, to $16.6 million and capitalized interest decreased $111,000, or 20%, as compared to the same period in 2005.  The interest capitalization that occurred during these periods resulted from the interest required to be capitalized with respect to construction activities at our Engineered Bar Products and Structural & Rail divisions.

Other (Income) Expense.  Other income was $2.0 million during the first half of 2006, as compared to $753,000 during the same period of 2005.   This increase was the result of certain non-operating revenues recognized at certain of the Roanoke Electric subsidiaries.

Income TaxesDuring the first half of 2006, our income tax provision was $98.1 million, as compared to $69.8 million during the same period in 2005.  During the first half of 2006 and 2005 our effective income tax rate was 38.5%.  During the second quarter of 2006, we decreased our estimated annual effective tax rate from 38.5% to 37.3% to reflect, among other things, the recognition of a research and development tax credit and the reduction in our expected state tax rate due to the acquisition of Roanoke Electric.

15




Liquidity and Capital Resources

Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our steelmaking and finishing operations and to remain in compliance with environmental laws. Our short-term and long-term liquidity needs arise primarily from capital expenditures, working capital requirements and principal and interest payments related to our outstanding indebtedness. We have met these liquidity requirements with cash provided by operations, equity offerings, long-term borrowings, state and local grants and capital cost reimbursements.

Working Capital.  During the first half of 2006, our operational working capital position, representing our cash invested in trade receivables and inventories less trade payables and accruals increased $175.0 million to $610.4 million compared to December 31, 2005.  Approximately $163.0 million of working capital was associated with the purchase of Roanoke Electric.  Trade receivables increased $112.6 million, or 47%, during the first half of 2006 to $354.3 million, of which approximately 98%, were current or less than 60 days past due.  Our largest customer is an affiliated company, Heidtman Steel, which represented 9% and 16% of our outstanding trade receivables at June 30, 2006 and December 31, 2005, respectively.  During the first half of 2006 our inventories increased $130.0 million, or 33%, to $528.7 million.  Raw materials generally increased during the first half of 2006 for all of our steelmaking divisions.  Our trade payables and accruals increased $67.6 million, or 33%, during the first half of 2006 due in part to an increase of $16.9 million, to $23.7 million, in our federal and state income tax payable at June 30, 2006.

Capital Expenditures.  During the first half of 2006, we invested $48.5 million in property, plant and equipment, of which $12.7 million, or 26%, related to the construction of an $18 million bar finishing facility at our Engineered Bar Products Division and the remainder represented improvement projects for our existing facilities.  Some of the finishing facility components commenced operations during the second quarter, and we anticipate the facility to be fully operational by September 2006.  We believe these capital investments will increase our net sales and related cash flows as each project develops.

Capital Resources and Long —term Debt.   During the first half of 2006, our total outstanding debt, including unamortized bond premium, decreased $37.4 million to $403.1 million.  During the first half of 2006, holders of our 4.0% convertible subordinated notes converted $35.0 million of the notes to Steel Dynamics common stock, resulting in the issuance of 2.1 million shares from our treasury reserves.  There are currently 4.7 million shares still available for conversion pursuant to these notes.  Our long-term debt to capitalization ratio, representing our long-term debt divided by the sum of our long-term debt and our total stockholders’ equity, was 25% and 33% at June 30, 2006 and December 31, 2005, respectively.

At June 30, 2006, there were no outstanding borrowings under our $350 million senior secured revolving credit facility.  The senior secured credit agreement is secured by substantially all of our and our wholly-owned subsidiaries receivables and inventories and by pledges of all shares of capital stock and inter-company debt held by us and each of our wholly-owned subsidiaries.  The senior secured credit agreement contains financial covenants and other covenants that limit or restrict our ability 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 and 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 covenants and other covenants contained in the senior secured credit agreement.  We were in compliance with these covenants at June 30, 2006, and expect to remain in compliance during the next twelve months.

Cash Dividends.  During the second quarter of 2006, our board of directors approved the continuation of a special dividend of $.10 per common share to be distributed in addition to the company’s regular quarterly cash dividend of $.10 per common share.  The combined $.20 per common share dividend was payable to shareholders of record at the close of business on June 30, 2006 and was paid on July 14, 2006.  We anticipate continuing comparable quarterly cash dividends throughout 2006.  The determination to pay cash dividends in the future will be 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 senior secured revolving credit agreement and the indenture relating to our senior notes restrict the amount of cash dividends we can pay.

Other.  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 you that our operating results, cash flow and capital resources will be sufficient for repayment of our indebtedness in the future.  We believe that based upon current levels of operations and anticipated growth, cash flow from operations, together with other available sources of funds, including additional borrowings under our senior secured credit agreement, will be adequate for the next two years for making required payments of principal and interest on our indebtedness, funding working capital requirements and funding anticipated capital expenditures.

Other Matters

Inflation.  We believe that inflation has not had a material effect on our results of operations.

Environmental and Other Contingencies.  We have incurred, and in the future will continue to incur, capital expenditures and operating expenses for matters relating to environmental control, remediation, monitoring and compliance. We believe, apart from our dependence on environmental construction and operating permits for our existing and proposed manufacturing facilities, that compliance with current environmental laws and regulations is not likely to have a material adverse effect on our financial condition, results of operations or liquidity; however, environmental laws and regulations are subject to change, and we may become subject to more stringent environmental laws and regulations in the future.

16




ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk.  In the normal course of business we are exposed to interest rate changes.  Our objectives in managing exposure to interest rate changes are to limit the impact of these rate changes on earnings and cash flows and to lower overall borrowing costs.  To achieve these objectives, we primarily use interest rate swaps to manage net exposure to interest rate changes related to our borrowings.  We generally maintain fixed rate debt as a percentage of our net debt between a minimum and maximum percentage.  A portion of our debt has an interest component that resets on a periodic basis to reflect current market conditions.  At June 30, 2006, no material changes had occurred related to our interest rate risk from the information disclosed in our Annual Report on Form 10-K for the year ended December 31, 2005.

Commodity Risk.  In the normal course of business we are exposed to the market risk and price fluctuations related to the sale of steel products and to the purchase of commodities used in our production process, such as metallic raw materials, electricity, natural gas and alloys.  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.  Our risk strategy associated with the purchase of commodities utilized within our production process has generally been to make certain commitments with suppliers relating to future expected requirements for such commodities.  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 3 years.  Historically, we have fully utilized all such “take or pay” requirements and we believe that our future

production requirements will be such that consumption of the products or services purchased under these commitments will occur in the normal production process.  At June 30, 2006, no material changes had occurred related to these commodity risks from the information disclosed in our Annual Report on Form 10-K for the year ended December 31, 2005.

ITEM 4.  CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures.  Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2006. The term “disclosure controls and procedures,” as we use that term and as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures that are designed to provide reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.  Based on the evaluation of our disclosure controls and procedures as of June 30, 2006, our principal executive officer and our principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported to our management, including our principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

(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 June 30, 2006, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

17




PART II

OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

There are no material pending legal proceedings required to be described in this report.

ITEM 1A.  RISK FACTORS.

No material changes have occurred to the company’s indicated risk factors as disclosed in the company’s 2005 Annual Report on Form 10-K filed on March 9, 2006.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Following are the results of matters submitted to a vote of shareholders at the Steel Dynamics Annual Shareholders Meeting held May 18, 2006:

·       With respect to Item 1 in our Proxy Statement (Election of Directors):

Director

 

Shares Voted For

 

Shares Voted
Against or Withheld

Keith E. Busse

 

37,762,495

 

928,772

Mark D. Millett

 

38,014,455

 

676,812

Richard P. Teets, Jr.

 

38,011,523

 

679,744

John C. Bates

 

36,473,954

 

2,217,313

Dr. Frank D. Byrne

 

38,429,106

 

262,160

Paul B. Edgerley

 

38,513,933

 

177,333

Richard J. Freeland

 

38,413,081

 

278,186

Dr. Jürgen Kolb

 

37,998,679

 

692,587

James C. Marcuccilli

 

38,514,621

 

176,645

Joseph D. Ruffolo

 

38,358,532

 

332,735

·       With respect to Item 2 in our Proxy Statement (Approval of Ernst & Young LLP as Auditors for the Year 2006), Ernst & Young LLP was approved as our independent auditors for the year 2006:

Shares Voted For

37,838,007

Shares Voted Against

850,627

Abstentions

2,631

 

·       With respect to Item 3 in our Proxy Statement (Approval of Steel Dynamics, Inc. 2006 Omnibus Equity Incentive Plan), the plan was approved:

Shares Voted For

26,142,668

Shares Voted Against

5,651,493

Abstentions

42,778

 

18




ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

31.1* Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2* Principal Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1* Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350

32.2* Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350


* Filed concurrently herewith.

 

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.

August 8, 2006

STEEL DYNAMICS, INC.

 

 

 

By:

/s/ GARY E. HEASLEY

 

Gary E. Heasley

 

Vice President of Finance and CFO

 

19