st
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
ended
OR
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STEEL DYNAMICS, INC.
Table of Contents
PART I. Financial Information | ||
Item 1. | Financial Statements: | Page |
Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023 | 1 | |
2 | ||
3 | ||
4 | ||
5 | ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 | |
24 | ||
24 | ||
25 | ||
25 | ||
25 | ||
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27 | ||
28 |
STEEL DYNAMICS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
September 30, | December 31, | |||||
2024 | 2023 | |||||
Assets | (unaudited) | |||||
Current assets | ||||||
Cash and equivalents | $ | | $ | | ||
Short-term investments | | | ||||
Accounts receivable, net | | | ||||
Accounts receivable-related parties | | | ||||
Inventories | | | ||||
Other current assets | | | ||||
Total current assets | | | ||||
Property, plant and equipment, net | | | ||||
Intangible assets, net | | | ||||
Goodwill | | | ||||
Other assets | | | ||||
Total assets | $ | | $ | | ||
Liabilities and Equity | ||||||
Current liabilities | ||||||
Accounts payable | $ | | $ | | ||
Accounts payable-related parties | | | ||||
Income taxes payable | | | ||||
Accrued payroll and benefits | | | ||||
Accrued expenses | | | ||||
Current maturities of long-term debt | | | ||||
Total current liabilities | | | ||||
Long-term debt | | | ||||
Deferred income taxes | | | ||||
Other liabilities | | | ||||
Total liabilities | | | ||||
Commitments and contingencies | ||||||
Redeemable noncontrolling interests | | | ||||
Equity | ||||||
Common stock voting, $ | ||||||
| ||||||
shares outstanding, as of September 30, 2024 and December 31, 2023, respectively | | | ||||
Treasury stock, at cost; | ||||||
as of September 30, 2024 and December 31, 2023, respectively | ( | ( | ||||
Additional paid-in capital | | | ||||
Retained earnings | | | ||||
Accumulated other comprehensive income (loss) | ( | | ||||
Total Steel Dynamics, Inc. equity | | | ||||
Noncontrolling interests | ( | ( | ||||
Total equity | | | ||||
Total liabilities and equity | $ | | $ | |
See notes to consolidated financial statements.
1
STEEL DYNAMICS, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per share data)
Three-Month Periods Ended | Nine-Month Periods Ended | ||||||||||
September 30, | September 30, | ||||||||||
2024 | 2023 | 2024 | 2023 | ||||||||
Net sales | |||||||||||
Unrelated parties | $ | | $ | | $ | | $ | | |||
Related parties | | | | | |||||||
Total net sales | | | | | |||||||
Costs of goods sold | | | | | |||||||
Gross profit | | | | | |||||||
Selling, general and administrative expenses | | | | | |||||||
Profit sharing | | | | | |||||||
Amortization of intangible assets | | | | | |||||||
Operating income | | | | | |||||||
Interest expense, net of capitalized interest | | | | | |||||||
Other (income) expense, net | ( | ( | ( | ( | |||||||
Income before income taxes | | | | | |||||||
Income tax expense | | | | | |||||||
Net income | | | | | |||||||
Net income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||
Net income attributable to Steel Dynamics, Inc. | $ | | $ | | $ | | $ | | |||
Basic earnings per share attributable to Steel | |||||||||||
Dynamics, Inc. stockholders | $ | $ | $ | | $ | ||||||
Weighted average common shares outstanding | |||||||||||
Diluted earnings per share attributable to Steel | |||||||||||
Dynamics, Inc. stockholders, including the effect | |||||||||||
of assumed conversions when dilutive | $ | $ | $ | | $ | ||||||
Weighted average common shares and share equivalents outstanding | |||||||||||
Dividends declared per share | $ | $ | $ | $ |
See notes to consolidated financial statements.
2
STEEL DYNAMICS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
Three-Month Periods Ended | Nine-Month Periods Ended | ||||||||||
September 30, | September 30, | ||||||||||
2024 | 2023 | 2024 | 2023 | ||||||||
Net income | $ | | $ | | $ | | $ | | |||
Other comprehensive income (loss) - net unrealized gain (loss) on cash | |||||||||||
flow hedging derivatives, net of income tax expense (benefit) of | |||||||||||
$ | |||||||||||
for the nine months ended September 30, 2024 and 2023, respectively | | ( | ( | ( | |||||||
Comprehensive income | | | | | |||||||
Comprehensive income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||
Comprehensive income attributable to Steel Dynamics, Inc. | $ | | $ | | $ | | $ | |
See notes to consolidated financial statements.
3
STEEL DYNAMICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Three-Month Periods Ended | Nine-Month Periods Ended | ||||||||||
September 30, | September 30, | ||||||||||
2024 | 2023 | 2024 | 2023 | ||||||||
Operating activities: | |||||||||||
Net income | $ | | $ | | $ | | $ | | |||
Adjustments to reconcile net income to net cash provided by | |||||||||||
operating activities: | |||||||||||
Depreciation and amortization | | | | | |||||||
Equity-based compensation | | | | | |||||||
Deferred income taxes | | | ( | | |||||||
Other adjustments | ( | ( | | ( | |||||||
Changes in certain assets and liabilities: | |||||||||||
Accounts receivable | | | | | |||||||
Inventories | | | ( | | |||||||
Other assets | ( | ( | ( | ( | |||||||
Accounts payable | ( | ( | ( | ( | |||||||
Income taxes receivable/payable | ( | ( | | | |||||||
Accrued expenses | | | ( | ( | |||||||
Net cash provided by operating activities | | | | | |||||||
Investing activities: | |||||||||||
Purchases of property, plant and equipment | ( | ( | ( | ( | |||||||
Purchases of short-term investments | ( | ( | ( | ( | |||||||
Proceeds from maturities of short-term investments | | | | | |||||||
Other investing activities | ( | ( | ( | ( | |||||||
Net cash used in investing activities | ( | ( | ( | ( | |||||||
Financing activities: | |||||||||||
Issuance of current and long-term debt | | | | | |||||||
Repayment of current and long-term debt | ( | ( | ( | ( | |||||||
Dividends paid | ( | ( | ( | ( | |||||||
Purchases of treasury stock | ( | ( | ( | ( | |||||||
Other financing activities | | | ( | ( | |||||||
Net cash provided by (used in) financing activities | | ( | ( | ( | |||||||
Increase (decrease) in cash, cash equivalents, and restricted cash | | | ( | | |||||||
Cash, cash equivalents, and restricted cash at beginning of period | | | | | |||||||
Cash, cash equivalents, and restricted cash at end of period | $ | | $ | | $ | | $ | | |||
Supplemental disclosure information: | |||||||||||
Cash paid for interest | $ | | $ | | $ | | $ | | |||
Cash paid for income taxes, net | $ | | $ | | $ | | $ | |
See notes to consolidated financial statements.
4
Note 1. Description of the Business and Significant Accounting Policies
Description of the Business
Steel Dynamics, Inc. (SDI), together with its subsidiaries (the company), is one of the largest and most diversified domestic steel producers and metals recycler, combined with a meaningful steel fabrication manufacturing platform. Effective the fourth quarter 2023, the company changed its reportable segments, consistent with how it currently manages the business, representing
Steel Operations Segment. Steel operations include the company’s electric arc furnace (EAF) steel mills, including Butler Flat Roll Division, Columbus Flat Roll Division, Southwest-Sinton Flat Roll Division, Structural and Rail Division, Engineered Bar Products Division, Roanoke Bar Division, Steel of West Virginia, steel coating and processing operations at The Techs, Heartland Flat Roll Division, United Steel Supply (USS), Vulcan Threaded Products, Inc., warehouse operations in Mexico, and SDI Biocarbon Solutions, LLC, a joint venture to construct and operate a biocarbon production facility.
Metals Recycling Operations Segment. Metals recycling operations include the company’s OmniSource ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services primarily throughout the United States and in Central and Northern Mexico.
Steel Fabrication Operations Segment. Steel fabrication operations include the company’s New Millennium Building Systems’ joist and deck plants located throughout the United States (US), and in Northern Mexico. Revenues from these plants are generated from the fabrication of trusses, girders, steel joists and steel deck used within the non-residential construction industry.
Aluminum Operations Segment. Aluminum operations include the recycled aluminum flat rolled products mill being constructed in Columbus, Mississippi, and
Other. Other operations consist of subsidiary operations that are below the company’s quantitative thresholds required for reportable segments and primarily consist of certain joint ventures and the company’s idled Minnesota ironmaking operations. Also included in “Other” are certain unallocated corporate accounts, such as the company’s senior unsecured credit facility, senior notes, certain other investments and certain profit sharing expenses.
Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of SDI, together with its wholly- and majority-owned or controlled subsidiaries, after elimination of intercompany accounts and transactions. Noncontrolling and redeemable noncontrolling interests represent the noncontrolling owners’ proportionate share in the equity, income, or losses of the company’s majority-owned or controlled consolidated subsidiaries. Redeemable noncontrolling interests related to USS (owned
5
Note 1. Description of the Business and Significant Accounting Policies (Continued)
Use of Estimates
These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, and accordingly, include amounts that require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and in the notes thereto. Actual results may differ from these estimates and assumptions.
In the opinion of management, these financial statements reflect all normal recurring adjustments necessary for a fair presentation of the interim period results. These consolidated financial statements and notes should be read in conjunction with the audited financial statements and notes thereto included in the company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Cash and Equivalents, and Restricted Cash
Cash and equivalents include all highly liquid investments with a maturity of three months or less at the date of acquisition. Restricted cash is primarily funds held in escrow as required by various insurance and government organizations. The balance of cash, cash equivalents and restricted cash in the consolidated statements of cash flows includes restricted cash of $
Short-Term Investments
Short-term investments include investments with maturity dates of longer than three months but less than one year when purchased. The company’s short-term investments are classified as trading securities. Interest income from invested cash and short-term investments was $
Goodwill
The company’s goodwill consisted of the following at September 30, 2024, and December 31, 2023 (in thousands):
September 30, | December 31, | |||||||
2024 | 2023 | |||||||
Steel Operations Segment | $ | | $ | | ||||
Metals Recycling Operations Segment | | | ||||||
Steel Fabrication Operations Segment | | | ||||||
$ | | $ | |
6
Note 1. Description of the Business and Significant Accounting Policies (Continued)
Credit Losses
The company is exposed to credit risk in the event of nonpayment of accounts receivable by customers. The company mitigates its exposure to credit risk, which it generally extends on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable. The allowance for credit losses for accounts receivable is based on the company’s reasonable estimate of known credit risks and historical experience, adjusted for current and anticipated economic and other pertinent factors affecting the company’s customers, that may differ from historical experience. Customer accounts receivable are written off when all collection efforts have been exhausted and the amounts are deemed uncollectible.
At September 30, 2024, the company reported $
Derivative Financial Instruments
The company routinely enters into forward exchange traded futures to manage price risk associated with nonferrous metal inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals, to reduce exposure to commodity related price fluctuations. The company does not enter into these derivative financial instruments for speculative purposes. The company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. Changes in the fair value of derivatives that are designated as hedges, depending on the nature of the hedge, are recognized as either an offset against the change in fair value of the hedged balance sheet item in the case of fair value hedges or as other comprehensive income in the case of cash flow hedges, until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings for fair value hedges. The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements.
The fair value of the Company’s derivative instruments, along with required margin deposit amounts with the same counterparty under master netting arrangements, totaled $
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures.
7
Note 1. Description of the Business and Significant Accounting Policies (Continued)
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 is to be applied on a prospective basis, but retrospective application is permitted. The company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures.
Note 2. Earnings Per Share
Basic earnings per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company’s basic earnings per share. Common share equivalents represent potentially dilutive restricted stock units, deferred stock units, restricted stock, and performance awards, and are excluded from the computation in periods in which they have an anti-dilutive effect. There were
Three-Month Periods Ended September 30, | |||||||||||||||||
2024 | 2023 | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Average | Average | ||||||||||||||||
Net Income | Shares | Per Share | Net Income | Shares | Per Share | ||||||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | ||||||||||||
Basic earnings per share | $ | | | $ | | $ | | | $ | | |||||||
Dilutive common share equivalents | - | | - | | |||||||||||||
Diluted earnings per share | $ | | | $ | | $ | | | $ | |
Nine-Month Periods Ended September 30, | |||||||||||||||||
2024 | 2023 | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Average | Average | ||||||||||||||||
Net Income | Shares | Per Share | Net Income | Shares | Per Share | ||||||||||||
(Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | ||||||||||||
Basic earnings per share | $ | | | $ | | $ | | | $ | | |||||||
Dilutive common share equivalents | - | | - | | |||||||||||||
Diluted earnings per share | $ | | | $ | | $ | | | $ | |
Note 3. Long Term Debt
Senior Unsecured Notes
In July 2024, the company issued $
8
Note 3. Long Term Debt (Continued)
These notes are in equal right of payment with all existing and future senior unsecured indebtedness and are senior in right of payment to all subordinated indebtedness. Early redemption is permitted any time prior to May 15, 2034, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus
Note 4. Inventories
Inventories are stated at lower of cost or net realizable value. Cost is determined using a weighted average cost method for raw materials (including scrap and purchased steel substrate) and supplies, and on a first-in, first-out basis for other inventory.
September 30, | December 31, | ||||
2024 | 2023 | ||||
Raw materials | $ | $ | |||
Supplies | |||||
Work in progress | |||||
Finished goods | |||||
Total inventories | $ | $ |
Note 5. Changes in Equity
The following tables provide a reconciliation of the beginning and ending carrying amounts of total equity, equity attributable to stockholders of Steel Dynamics, Inc., and equity and redeemable amounts attributable to noncontrolling interests for each of the three and nine-month periods ended September 30, 2024 and 2023 (in thousands).
Stockholders of Steel Dynamics, Inc. | ||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||
Additional | Other | Redeemable | ||||||||||||||||||||||
Common | Treasury | Paid-In | Retained | Comprehensive | Noncontrolling | Total | Noncontrolling | |||||||||||||||||
Stock | Stock | Capital | Earnings | Income (Loss) | Interests | Equity | Interests | |||||||||||||||||
Balances at December 31, 2023 | $ | | $ | ( | $ | | $ | | $ | | $ | ( | $ | | $ | | ||||||||
Dividends declared | - | - | - | ( | - | - | ( | - | ||||||||||||||||
Noncontrolling investors, net | - | - | - | - | - | ( | ( | - | ||||||||||||||||
Share repurchases | - | ( | - | - | - | - | ( | - | ||||||||||||||||
Equity-based compensation | - | | ( | ( | - | - | ( | - | ||||||||||||||||
Net income | - | - | - | | - | | | - | ||||||||||||||||
Other comprehensive loss, net of tax | - | - | - | - | ( | - | ( | - | ||||||||||||||||
Balances at March 31, 2024 | | ( | | | ( | ( | | | ||||||||||||||||
Dividends declared | - | - | - | ( | - | - | ( | - | ||||||||||||||||
Noncontrolling investors, net | - | - | - | - | - | | | - | ||||||||||||||||
Share repurchases | - | ( | - | - | - | - | ( |