EX-99.1 2 a06-3318_1ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

Press Release
January 23, 2006

 

6714 Pointe Inverness Way, Suite 200

Fort Wayne, IN  46804-7932

260.459.3553 Phone260.969.3590 Fax

 

Steel Dynamics Reports Strong Results for 2005 Fourth Quarter and Year

 

FORT WAYNE, INDIANA, January 23, 2006 – Today Steel Dynamics, Inc. (NASDAQ:STLD) announced net sales of $2.2 billion for the year 2005, a 2% increase over 2004 net sales of $2.1 billion. Net income was $222 million, or $4.35 per diluted share, compared to 2004 net income of $295 million or $5.27 per diluted share. For the fourth quarter of 2005 net income was $65 million, or $1.31 per diluted share, compared to $82 million or $1.47 per diluted share in the fourth quarter of 2004. Fourth quarter diluted earnings per share increased 42% from $.92 in the prior quarter. Net sales for the fourth quarter were $570 million, 5% lower than the fourth quarter of 2004.

 

In 2005 the company’s operating income was $109 per ton shipped with an operating margin of 18%. After staffing new operations, employment in 2005 increased to 1,795 resulting in revenues per employee of $1.3 million.

 

Consolidated shipments for 2005 grew 5% to 3.6 million tons. Consolidated shipments in the fourth quarter were up 9% to 920,000 tons compared to 846,000 tons in the fourth quarter of 2004. Compared to the third quarter of 2005, fourth quarter consolidated shipments were essentially the same. The average consolidated selling price per ton shipped in the fourth quarter increased 15% to $619 from $540 in the third quarter, but was 13% lower than the $710 achieved in the fourth quarter of 2004. The cost of steel scrap per net ton charged increased $41 from the third quarter to the fourth quarter. Natural gas and electrical energy costs also increased substantially quarter over quarter.

 

The company’s 2005 capital expenditures of $63 million were somewhat lower than initially planned as several projects were delayed. These and other contemplated growth opportunities will likely increase SDI’s capital expenditures in 2006.

 

“2005 was a very strong year for Steel Dynamics,” said Keith Busse, President and CEO. “Although steel demand fell off sharply in the first half of the year, steel shipments rebounded in the second half of the year with backlogs remaining strong as we move forward in 2006. Overall, though, we were able to maintain strong profit margins for the year in spite of selling prices and steel scrap costs fluctuating dramatically throughout the year.”

 

In 2005 the Flat Roll Division continued to be the dominant contributor to SDI’s results with shipments of 2.4 million tons of hot-rolled and finished steels, accounting for 67% of SDI’s steel operations shipments. Increased sales of coated products, including light-gauge galvanized and painted flat-roll steel, resulted in a richer product mix, enhancing the division’s profit margins. In addition, the division has made and is continuing to make modifications to operating procedures and equipment that will allow it to increase annual flat roll production capacity to approximately 2.7 million tons in 2006. Caster modifications planned for 2006 are expected to bring the Butler mill’s annual production capacity to nearly 3.0 million tons, dependent upon mix, in 2007.

 

The Structural & Rail Division, in its third full year of operations, achieved record shipping volumes, revenues, and margins. Demand for wide-flange beams for non-residential construction improved during the middle of the year and has remained strong through the second half. Shipments of 827,000 tons in 2005 were 13% higher than 2004 shipments of 734,000 tons. The Columbia City mill operated at near-

 



 

capacity in the second half and finished the year with an approximate three-month backlog. Limited amounts of rail were produced and shipped in 2005.

 

Growth in the second year of operations of the Bar Products Division in Pittsboro, Indiana proved to be more challenging than in its first year due to weaker markets for special-bar-quality (SBQ) products and the mill’s continued role as a spot-market provider. Nevertheless, the Bar Products Division shipped 357,000 tons in 2005 compared to 318,000 tons in 2004, a 12% increase. Late in the year, plans were announced to add an SBQ finishing facility at Pittsboro, which is expected to be in operation by the end of the first quarter. This will allow the division to offer a variety of value-added processes and services to meet the needs of a growing list of SBQ clients. These new capabilities are expected to allow the Bar Products Division to secure a higher proportion of contract business for SBQ products in 2006. The division expects to achieve shipments of over 400,000 tons for 2006.

 

New Millennium Building Systems again achieved record shipments and operating income in 2005. The company’s new production facility in Lake City, Florida, began joist production in March and became profitable in its fourth month. Market demand for New Millennium’s products were strong at both its Indiana and Florida plants.

 

“Looking ahead to 2006, we are optimistic about the sustainability of favorable domestic steel market conditions, especially for construction steels and bar products,” Busse said. “The U.S. economy remains strong which suggests steel demand should continue to be strong across most steel-consuming market sectors. Steel inventories appear to be in line now, if not low by historical standards, and consequently we expect SDI’s steel shipments to continue to grow this year. SDI anticipates first quarter results to be relatively unchanged, if not up slightly, from the fourth quarter. Selling values could rise slightly, but it is too soon to make that call. We expect scrap prices on a linked-quarter basis will be relatively unchanged.

 

“We currently expect the previously announced merger of Roanoke Electric Steel with Steel Dynamics to close by the end of the first quarter of 2006. Roanoke posted excellent operating results in its fiscal year ended October 31. We believe that together, the two companies can achieve operating synergies and produce even greater returns which will be additive to SDI’s growth. Combining Roanoke’s capacity with SDI’s recent capacity improvements, our overall steelmaking capability could approach 5 million tons in 2006.”

 

Additional Information

 

In connection with the recently announced merger of Steel Dynamics, Inc. (“SDI”) and Roanoke Electric Steel Corporation (“Roanoke”), SDI filed a registration statement on Form S-4 on January 18, 2006, including a related Roanoke/SDI proxy statement/prospectus, in connection with the merger transaction involving SDI and Roanoke. Investors and security holders are urged to read the registration statement on Form S-4 and the related proxy statement/prospectus because they contain important information about the merger transaction. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by SDI by contacting SDI Investor Relations at (260) 459-3553. Investors and security holders may obtain free copies of the documents filed with the SEC by Roanoke by contacting Roanoke Investor Relations at (540) 342-1831.

 

Roanoke, SDI and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Roanoke in connection with the merger transaction. Information regarding the special interests of these directors and executive officers in the merger transaction is included in the registration statement of SDI and proxy statement/prospectus of SDI and Roanoke described above. Additional information regarding the directors and executive officers of SDI is also included in the SDI proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2005. Additional information regarding the directors and executive officers of Roanoke is also included in Roanoke’s proxy statement for its 2005 Annual Meeting of Stockholders,

 



 

which was filed with the SEC on December 21, 2004.  These documents are available free of charge at the SEC’s web site at www.sec.gov and from Investor Relations at SDI and Roanoke as described above.

 

Conference Call and Webcast

 

On Tuesday, January 24, 2006 at 9:00 am EST, Steel Dynamics will host a conference call in which Steel Dynamics’ management will discuss the fourth quarter and the year’s results for 2005. You are invited to listen to the live audio broadcast of the conference call over the Internet, accessible from Steel Dynamics’ Web site:

 

  www.steeldynamics.com

 

Dial-in information to listen to the call is available on our Web site. Only analysts and other callers identified prior to the call may be included in queue for questions.

 

No telephone replay will be available. An audio replay of the Webcast will be available on the SDI Web site.

 

Contact:  Fred Warner, Investor Relations Manager, (260) 969-3564

 F.Warner@SteelDynamics.com

 

Forward Looking Statements

 

This press release contains some predictive statements about future events, including statements related to conditions in the steel marketplace, Steel Dynamics’ revenue growth, costs of raw materials, future profitability, 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.

 

We refer you to SDI’s detailed explanation of the many factors and risks that may cause such predictive statements to turn out differently, as set forth in our most recent Annual Report on Form 10-K and in other reports which we from time to time file with the Securities and Exchange Commission, available publicly on the SEC Web site, www.sec.gov, and on the Steel Dynamics Web site, www.steeldynamics.com

 



 

Steel Dynamics, Inc.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

(unaudited)

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

569,645

 

$

600,370

 

$

2,184,866

 

$

2,144,913

 

 

 

 

 

 

 

 

 

 

 

Costs of goods sold

 

429,689

 

430,914

 

1,699,717

 

1,541,423

 

Selling, general, and administrative expenses

 

26,058

 

29,463

 

91,974

 

96,581

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

113,898

 

139,993

 

393,175

 

506,909

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

7,898

 

8,342

 

34,341

 

38,907

 

Other (income) expense, net

 

411

 

(1,327

)

(1,792

)

(7,031

)

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

105,589

 

132,978

 

360,626

 

475,033

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

40,652

 

50,532

 

138,841

 

179,719

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

64,937

 

$

82,446

 

$

221,785

 

$

295,314

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

1.51

 

$

1.67

 

$

4.97

 

$

5.99

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

43,133

 

49,250

 

44,621

 

49,287

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share,

 

 

 

 

 

 

 

 

 

including effect of assumed conversions

 

$

1.31

 

$

1.47

 

$

4.35

 

$

5.27

 

Weighted average common shares and share equivalents outstanding

 

50,132

 

56,468

 

51,642

 

56,527

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per share

 

$

.10

 

$

.10

 

$

.40

 

$

.25

 

 



 

Steel Dynamics, Inc.

UNAUDITED SUPPLEMENTAL OPERATING INFORMATION

 

 

 

Three Months Ended

 

Year Ended

 

First

 

Second

 

Third

 

 

 

December 31,

 

December 31,

 

Quarter

 

Quarter

 

Quarter

 

 

 

2005

 

2004

 

2005

 

2004

 

2005

 

2005

 

2005

 

Shipments and Production Data (tons)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shipments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steel Operations*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Flat Roll Division

 

623,156

 

581,797

 

2,375,469

 

2,371,326

 

569,556

 

569,867

 

612,890

 

Structural & Rail Division

 

198,363

 

158,108

 

826,661

 

734,115

 

186,614

 

205,433

 

236,251

 

Bar Products Division

 

93,333

 

109,179

 

357,241

 

317,931

 

89,548

 

108,434

 

65,926

 

 

 

914,852

 

849,084

 

3,559,371

 

3,423,372

 

845,718

 

883,734

 

915,067

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Operations**

 

124,391

 

95,778

 

460,448

 

359,410

 

97,241

 

99,424

 

139,392

 

Intercompany

 

(119,665

)

(98,682

)

(426,087

)

(350,660

)

(89,816

)

(86,072

)

(130,534

)

Consolidated shipments

 

919,578

 

846,180

 

3,593,732

 

3,432,122

 

853,143

 

897,086

 

923,925

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steel Operations* production

 

941,915

 

845,826

 

3,616,480

 

3,468,123

 

882,311

 

893,559

 

898,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average consolidated selling price per ton

 

$

619

 

$

710

 

$

608

 

$

625

 

$

669

 

$

608

 

$

540

 

 


* Steel Operations include the company’s Flat Roll Division, Structural and Rail Division and Bar Products Division

 

**Other Operations include New Millennium Building Systems, Paragon Steel Trading and Iron Dynamics

 



 

Steel Dynamics, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

December 31,
2005

 

December 31,
2004

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and equivalents

 

$

65,518

 

$

16,334

 

Accounts receivable

 

241,708

 

253,861

 

Inventories

 

398,684

 

381,488

 

Deferred income taxes

 

6,516

 

6,856

 

Other current assets

 

13,307

 

18,980

 

Total current assets

 

725,733

 

677,519

 

 

 

 

 

 

 

Property, plant and equipment, net

 

999,969

 

1,024,044

 

 

 

 

 

 

 

Restricted cash

 

1,588

 

989

 

 

 

 

 

 

 

Other assets

 

30,397

 

31,067

 

Total assets

 

$

1,757,687

 

$

1,733,619

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

115,542

 

$

141,888

 

Accrued interest

 

8,952

 

8,796

 

Accrued expenses

 

80,527

 

75,750

 

Current portion of long-term debt

 

2,156

 

6,774

 

Total current liabilities

 

207,177

 

233,208

 

 

 

 

 

 

 

Long-term debt

 

 

 

 

 

Senior unsecured 9.5% notes

 

300,000

 

300,000

 

Subordinated convertible 4.0% notes

 

115,000

 

115,000

 

Other long-term debt

 

17,959

 

19,458

 

Unamortized bond premium

 

5,459

 

7,147

 

Total long-term debt

 

438,418

 

441,605

 

 

 

 

 

 

 

Deferred income taxes

 

231,106

 

209,215

 

 

 

 

 

 

 

Minority interest

 

1,118

 

2,469

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Common stock

 

529

 

523

 

Treasury stock, at cost

 

(270,905

)

(84,141

)

Additional paid-in capital

 

405,900

 

390,505

 

Retained earnings

 

744,344

 

540,235

 

Total stockholders’ equity

 

879,868

 

847,122

 

Total liabilities and stockholders’ equity

 

$

1,757,687

 

$

1,733,619

 

 



 

Steel Dynamics, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

(unaudited)

 

 

 

(unaudited)

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

64,937

 

$

82,446

 

$

221,785

 

$

295,314

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

23,397

 

20,606

 

91,865

 

84,749

 

Deferred income taxes

 

8,365

 

40,533

 

22,231

 

107,404

 

Minority interest

 

174

 

195

 

(1,351

)

1,856

 

Changes in certain assets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(23,083

)

(6,109

)

12,153

 

(127,838

)

Inventories

 

(19,198

)

(95,698

)

(17,196

)

(196,992

)

Accounts payable

 

4,954

 

(8,474

)

7,016

 

57,680

 

Other working capital

 

32,452

 

7,316

 

8,361

 

25,746

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

91,998

 

40,815

 

310,757

 

247,919

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

(18,031

)

(29,174

)

(63,386

)

(101,991

)

Other investing activities

 

 

 

1,345

 

55

 

Net cash used in investing activities

 

(18,031

)

(29,174

)

(62,041

)

(101,991

)

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

Issuance of long-term debt

 

 

24,008

 

268,706

 

188,292

 

Repayment of long-term debt

 

(36,299

)

(126,630

)

(276,511

)

(347,487

)

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

 

1,556

 

6,030

 

15,401

 

27,899

 

Purchase of treasury stock

 

 

(55,130

)

(186,764

)

(55,179

)

Dividends paid

 

(4,310

)

(3,733

)

(18,276

)

(7,452

)

Debt issuance costs

 

 

474

 

(2,088

)

(1,097

)

 

 

 

 

 

 

 

 

 

 

Net cash used in financing activities

 

(39,053

)

(154,981

)

(199,532

)

(195,024

)

 

 

 

 

 

 

 

 

 

 

Increase in cash and equivalents

 

34,914

 

(143,340

)

49,184

 

(49,096

)

Cash and equivalents at beginning of period

 

30,604

 

159,674

 

16,334

 

65,430

 

 

 

 

 

 

 

 

 

 

 

Cash and equivalents at end of period

 

$

65,518

 

$

16,334

 

$

65,518

 

$

16,334