8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (date of earliest event reported): July 20, 2004

STEEL DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

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

6714 Pointe Inverness Way, Suite 200, Fort Wayne, Indiana 46804

(Address of principal executive officers) (Zip Code)

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

(Former name or former address, if changed since last report)
Not Applicable

Item 7. Financial Statements and Exhibits

(c)	Exhibits.
	Exhibit Number	Description
	99.1	A press release dated July 19, 2004 titled “Steel Dynamics Announces Record Quarterly and First Half Earnings”

Item 12. Disclosure of Results of Operations and financial Condition

On July 19, 2004, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Announces Record Quarterly and First Half Earnings,” containing information about the company’s results of operations for the three and six months ended June 30, 2004. The full text of the press release, together with related unaudited financial information and statistics, is furnished herewith and attached hereto as Exhibit 99.1.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereto duly authorized.

	STEEL DYNAMICS, INC.
	/s/ Tracy L. Shellabarger
Date: July 20, 2004	By:	Tracy L. Shellabarger
	Title:	Secretary

EX-99.1

Exhibit 99.1

Press Release July 19, 2004
	6714 Pointe Inverness Way, Suite 200 Fort Wayne, IN 46804-7932 260.459.3553 Phone 260.969.3590 Fax www.steeldynamics.com

Steel Dynamics Announces Record Quarterly
and First Half Earnings

FORT WAYNE, INDIANA, July 19, 2004– Steel Dynamics, Inc. (NASDAQ: STLD) today announced record second quarter earnings of $67.3 million, or $1.20 per diluted share, more than double first-quarter 2004 earnings. Net sales for the second quarter of 2004 were $526 million, an increase of 37 percent from the first quarter of 2004. For the first six months of 2004, net income of $1.78 per diluted share exceeded full-year earnings per share in any prior year.

“The second quarter was the company’s best quarterly performance yet,” said Keith Busse, President and CEO of Steel Dynamics. “Our investments in new production capacity over the past several years continue to pay off as we have been able to ship increasing steel tonnage while achieving stronger margins on those higher volumes. Higher margins principally drove our earnings growth this quarter. Compared to the first quarter of 2004, our average selling values increased $110 per ton contributing to record operating profits of $131 per ton. We see continued strength in the steel marketplace, and continue to rapidly fill our order book for flat-rolled and long products. Shipping volume for structural steel was off slightly in the second quarter, but demand for beams should grow in the second half as the pace of North American non-residential construction continues to strengthen.”

Second quarter 2004 consolidated shipments totaled 889,000 tons, 11 percent higher than the first quarter of 2004. Flat Roll Division shipments increased 7 percent from the first quarter while Structural & Rail Division shipments declined 2 percent. During its second full quarter of operations, Bar Products Division shipments grew to 82,000 tons from the first quarter’s 19,000 tons. First half consolidated shipments of 1,687,000 tons were 30 percent higher than the first half of 2003.

In the second quarter, SDI’s consolidated average selling price was $591 per ton which was $110 per ton higher than the first quarter of 2004 and $256 per ton higher than the second quarter of 2003. Second quarter scrap costs per net ton charged were $227, approximately $16 per ton higher than the first quarter of 2004 and approximately $102 per ton higher than second quarter of 2003.

Operating performance was excellent in the second quarter, with all steel manufacturing facilities contributing to higher earnings. The Flat Roll Division achieved record quarterly hot band production. The Structural & Rail Division also set a quarterly production record as it continues to refine its production capabilities. During the second quarter Columbia City completed commissioning of 33- and 36-inch beams and completed rail production trials through all the manufacturing steps, including automated inspection and testing. Rail shipments are expected to begin in the second half. The new Bar Products Division is performing exceptionally well, operating at approximately 65 percent of stated production capacity during the month of June. The division has begun commissioning its newly installed finishing mill with the production of reinforcing bar (rebar) and will continue this process in rebar and small rounds. Production of small structural shapes is expected to begin late in the third quarter after the installation of automated stacking and bundling equipment.

As the non-residential building market strengthened in the second quarter, New Millennium Building Systems made excellent progress, increasing its order backlog, improving productivity, and producing stronger earnings. It is making good progress in selection of the site in the Southeastern U.S. for its second manufacturing facility.

SDI continues to focus on the further development of scrap substitute capabilities, both through the operation of Iron Dynamics and the planned commercialization of the Mesabi Nugget process. During the second quarter, Iron Dynamics continued production of hot-briquetted iron and began production of liquid pig iron. The Mesabi Nugget project offers the potential for substantial additional future supply of lower cost iron resources using Kobe Steel’s ITmk3 process. SDI continues to work with the other Mesabi Nugget investors in planning the commercialization of the process and in site selection for construction of full-scale production facilities.

At the end of June, Steel Dynamics increased its financial flexibility by entering into a new 4-year $230 million senior secured revolving credit facility. A portion of the proceeds from this new facility and cash on hand were used to prepay certain existing senior secured debt, including SDI’s term loan B facility of $108 million. The completion of the refinancing increased SDI’s credit facility liquidity from $75 million to $130 million. The write-off of capitalized costs associated with the refinanced debt caused a reduction of $0.03 in second quarter diluted earnings per share.

The company believes the third quarter will be stronger than the second and that this strength could be sustainable through the fourth quarter based on a higher volume of shipments and continued favorable margins despite recent higher prices for metallic raw materials. We remain hopeful these costs will stabilize soon; however, if scrap prices go too high, the higher steel surcharges that result could cause domestic steel prices to rise to a level that would bring greater customer interest in imported steel. We do not believe imports of foreign steel currently pose a significant threat to U.S. steel producers, but that could rapidly change. We expect the latest surge in scrap prices to abate somewhat in the September time frame. In the second half, we plan to increase our utilization of pig iron, both internally generated and purchased, so that we will be relying less on premium grades of steel scrap in our melt-shop mix.

“Our recently announced initiation of a quarterly dividend reflects our confidence in our continued performance and financial strengths. We believe 2005 could potentially be another strong year for us with all of our manufacturing operations contributing. Steel production could possibly increase another 15 percent to approach our annual capacity of about 4.2 million tons,” Busse said.

Conference Call and Webcast

On Tuesday, July 20, 2004 at 11:00 am Eastern, Steel Dynamics will host a conference call in which Steel Dynamics’ management will discuss second quarter 2004 results. 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 is available on our Web site. No telephone replay will be available. An audio replay of the Webcast will be available from the SDI Web site.

Contact: Fred Warner, Investor Relations Manager, (260) 969-3564 or fax (260) 969-3590
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, the timing of construction and operation of new or existing facilities, the development and operation of scrap substitute operations, reaching agreement on projects with partners, and the extent and timing of introduction and customer acceptance of new products. 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.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)

	Three Months Ended							Six Months Ended
	June 30,							June 30,
		2004			2003				2004			2003
Net sales	$	525,657		$	218,632			$	909,802		$	454,136
Costs of goods sold		382,459			186,724				685,014			372,693
Selling, general, and administrative expenses		28,082			14,682				51,132			29,657
Operating income		115,116			17,226				173,656			51,786
Interest expense		10,592			8,938				20,096			18,104
Other (income) expense, net		(3,143	)		(399	)			(5,246	)		(250	)
Income before income taxes		107,667			8,687				158,806			33,932
Income taxes		40,375			3,257				59,552			12,724
Net income	$	67,292		$	5,430			$	99,254		$	21,208
Basic earnings per share	$	1.36		$	.11		$		2.02		$	.45
Weighted average common shares outstanding		49,340			47,650				49,143			47,625
Diluted earnings per share, including effect of assumed conversions	$	1.20		$	.11			$	1.78		$	.44
Weighted average common shares and share equivalents outstanding		56,545			47,853				56,379			47,820

Steel Dynamics, Inc.
UNAUDITED SUPPLEMENTAL OPERATING INFORMATION

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2004			2003			2004			2003
Shipments (tons)
Steel Operations* shipments		885,056			643,041			1,672,534			1,284,442
Other Operations** shipments		88,465			45,980			181,353			90,345
Intercompany shipments		(84,691	)		(36,489	)		(166,429	)		(74,141	)
Consolidated shipments		888,830			652,532			1,687,458			1,300,646
Steel Operations* production (tons)		888,193			720,085			1,698,168			1,405,516
Average consolidated selling price per ton (dollars)	$	591		$	335		$	539		$	349
Operating profit per ton shipped*** (dollars)		131			29			107			41
Start-up costs (thousands of dollars)	$	—		$	1,478		$	5,140		$	1,964

*	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.
***	Operating profit per ton shipped represents operating income before start-up costs and minority interest adjustments divided by consolidated shipments.

Steel Dynamics, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands)

	June 30,			December 31,
	2004			2003
	(unaudited)
Assets
Current assets:
Cash and equivalents	$	38,441		$	65,430
Accounts receivable		199,154			126,023
Inventories		280,170			184,496
Deferred income taxes		12,563			23,217
Other current assets		18,105			8,769
Total current assets		548,433			407,935
Property, plant and equipment, net		1,018,005			1,001,116
Restricted cash		4,215			2,636
Other assets		33,301			36,752
Total assets	$	1,603,954		$	1,448,439
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	120,961		$	79,326
Accrued interest		13,538			11,312
Accrued expenses		59,046			46,678
Current portion of long-term debt		5,000			15,988
Total current liabilities		198,545			153,304
Long-term debt, including unamortized bond premium of $7,991 and $8,834 at June 30, 2004 and December 31, 2003, respectively		563,287			591,586
Deferred income taxes		137,647			115,703
Minority interest		1,823			613
Commitments and contingencies
Stockholders’ equity:
Common stock		517			509
Treasury stock, at cost		(28,908	)		(28,670	)
Additional paid-in capital		376,945			362,328
Retained earnings		356,508			257,254
Other accumulated comprehensive loss		(2,410	)		(4,188	)
Total stockholders’ equity		702,652			587,233
Total liabilities and stockholders’ equity	$	1,603,954		$	1,448,439

Steel Dynamics, Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2004			2003			2004			2003
Operating activities:
Net income	$	67,292		$	5,430		$	99,254		$	21,208
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		23,629			16,643			42,408			32,919
Deferred income taxes		20,930			6,186			32,598			11,430
Minority interest		562			24			1,211			(627	)
Changes in certain assets and liabilities:
Accounts receivable		(34,558	)		9,706			(73,131	)		6,240
Inventories		(44,181	)		(5,740	)		(95,674	)		(20,220	)
Accounts payable		(7,628	)		(450	)		41,635			15,680
Other working capital		17,371			1,878			5,781			(8,286	)
Net cash provided by operating activities		43,417			33,677			54,082			58,344
Investing activities:
Purchase of property, plant and equipment		(30,755	)		(23,670	)		(54,660	)		(61,105	)
Other investing activities		—			8			—			(8,283	)
Net cash used in investing activities		(30,755	)		(23,662	)		(54,660	)		(69,388	)
Financing activities:
Issuance of long-term debt		134,182			26,768			164,121			48,480
Repayment of long-term debt		(169,749	)		(28,482	)		(203,408	)		(49,900	)
Issuance of common stock (net of expenses) and proceeds and tax benefits from exercise of stock options		4,539			663			14,625			1,670
Purchase of treasury stock		—			—			(238	)		(176	)
Debt issuance costs		(1,487	)		(277	)		(1,511	)		(1,320	)
Net cash used in financing activities		(32,515	)		(1,328	)		(26,411	)		(1,246	)
Increase (decrease) in cash and equivalents		(19,853	)		8,687			(26,989	)		(12,290	)
Cash and equivalents at beginning of period		58,294			3,241			65,430			24,218
Cash and equivalents at end of period	$	38,441		$	11,928		$	38,441		$	11,928