EX-99.1 2 d19196exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1

COMMERCIAL METALS COMPANY REPORTS RECORD FISCAL 2004
AND FOURTH QUARTER EARNINGS; FAVORABLE CONDITIONS SHOULD
CONTINUE

     Irving, TX — October 19, 2004 — Commercial Metals Company (NYSE: CMC) today reported net earnings of $132.0 million or $4.42 per diluted share on net sales of $4.8 billion for the year ended August 31, 2004. This compares with net earnings of $18.9 million or $0.66 per diluted share on net sales of $2.9 billion last year. The previous record annual net earnings was $47.0 million achieved in 1999. Fourth quarter net earnings were a record $47.4 million or $1.56 per diluted share on net sales of $1.5 billion. This compares with $10.7 million or $0.38 per diluted share on net sales of $805 million in the fourth quarter a year ago, and is the second consecutive quarter in which net earnings exceeded those for any previous complete fiscal year.

     The current year quarter included a higher than anticipated pre-tax LIFO expense of $38.9 million ($0.83 per diluted share) compared with LIFO expense of $1.3 million ($0.03 per diluted share) in the prior year quarter. Comparable numbers for the year were $74.8 million pre-tax expense ($1.63 per diluted share) this year and $9.3 million expense ($0.21 per diluted share) in the previous year.

     CMC Chairman, President and Chief Executive Officer Stanley A. Rabin said, “We continued to benefit in the quarter from the favorable supply/demand environment for most of our businesses. We continued to achieve outstanding performance in our Recycling and Domestic Mills segments. Meanwhile, we attained strong profitability in the Marketing and Distribution segment, and results for our Polish steel manufacturing operation, CMC Zawiercie (CMCZ), remained excellent. While markets generally remained strong during the fourth quarter, they also were very volatile. Part of the volatility appeared to stem from vacillating perceptions of China’s economic growth rate and its decreased net imports for various materials and products.”

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(CMC Year End 2004 – Page 2)

Domestic Mills

     Rabin added, “Our Domestic Mills segment set all-time annual records for tons melted, rolled and shipped. The segment’s adjusted operating profit of $28.1 million for the fourth quarter was substantially higher than last year’s fourth quarter, including a pre-tax LIFO expense of $14.9 million in this year’s fourth quarter. Within the segment, quarterly adjusted operating profit for our steel minimills at $25.3 million was about 250% greater than a year earlier on the strength of much improved selling prices and strong shipments, which more than offset the steep rise in steel scrap and other input costs. On a year-to-year basis, tonnage melted for the fourth quarter was up 1% to 524,000 tons; tonnage rolled was 533,000 tons, 3% above last year’s fourth quarter; shipments decreased slightly to 595,000 tons because of lower billet sales. Fourth quarter production at the Texas mill was adversely affected by the previously reported transformer failure; purchased billets helped us meet customer demands. Our quarterly average total mill selling price was $166 per ton above last year’s relatively low level and the average selling price for finished goods was up by $163 per ton to $460 per ton. Conversely, the average scrap purchase cost rose by $61 per ton versus a year ago. Additionally, utility costs increased by $1.5 million compared with the fourth quarter last year, costs for ferroalloys were much higher, and other supplies increased as well. On balance, though, our margins rose considerably; the metal spread at $293 per ton was $104 per ton greater than the fourth quarter of last year.

     “The copper tube mill recorded an adjusted operating profit of $2.8 million compared with a modest profit in the prior year’s fourth quarter. We benefited from stronger demand from commercial as well as residential users resulting in higher selling prices and margins. Metal spreads improved fourth quarter-to-quarter by 24 cents per pound to 70 cents per pound despite the sharp rise in the underlying copper scrap price. Against the same period last year, copper tube production increased 5% while shipments declined slightly to 16.4 million pounds.”

CMCZ

     Rabin said, “It was another very strong quarter for CMCZ. The steel minimill (and related operations) in Poland generated record net sales of $166 million and recorded an adjusted operating profit of $30.5 million on a 100% owned basis. Market conditions remained favorable, although the average sales price decreased 4.2% from the third quarter to $431 per short ton. For the quarter, melted tons equaled 383,000, rolled tons equaled 281,000, and shipments totaled 364,000 tons, including billets. Meanwhile, the average scrap purchase cost decreased 3% from the third quarter to $189 per short ton, resulting in a metal spread of $242 per ton.”

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(CMC Year End 2004 – Page 3)

Fabrication

     Rabin continued, “Gross margins within the Fabrication segment were mostly higher under increasingly favorable market conditions. We recorded a slight loss for the fourth quarter in this segment in the face of a $13.1 million increase in the LIFO reserve and anticipated contract losses as we further worked through older jobs. By product area, rebar fabrication, construction-related products (CRP), steel post plants, steel joist manufacturing, and structural steel fabrication all were penalized by higher steel input costs, but aided by significant increases in selling prices and better operating levels. Shipments from our fab plants totaled 388,000 tons, 32% above the prior year’s fourth quarter while the composite average fab selling price (including stock and buyouts) increased by $168 per ton to $748 per ton.”

Recycling

     According to Rabin, “The Recycling segment recorded another fantastic quarter, primarily a result of the vibrant ferrous scrap market on 74% higher net sales dollars. This compared most favorably with the quarter a year ago; adjusted operating profit increased fourfold to $21.9 million. LIFO expense for the quarter was $2.3 million. Gross margins were significantly above last year while operating costs as a percent of sales declined 17%. Our markets were characterized by significant price volatility for our major commodities against a backdrop of continued overall strong demand for our products. Versus last year, the average ferrous scrap sales price for the quarter increased by 86% to $195 per ton, and shipments climbed 15% to 486,000 tons. The average nonferrous scrap sales price for the quarter was approximately 36% above a year ago while nonferrous shipments were 11% higher. Conversely, shipments of both ferrous and nonferrous were lower than the third quarter of fiscal 2004, while prices were 2% higher and 7% lower, respectively. The total volume of scrap processed, including all our processing plants, equaled 868,000 tons against 732,000 tons in last year’s fourth quarter.”

Marketing and Distribution

     “Adjusted operating profit of $11.8 million for the Marketing and Distribution segment was another record, 65% above last year’s already strong fourth quarter, reflecting broad-based, robust sales and higher gross margins across multiple product lines and geographic areas,” Rabin said. “This segment also recorded an increase of $8.7 million in the LIFO reserve for the fourth quarter of fiscal 2004. Sales were up, especially in the United States and Europe. China imported less steel than it had been and exported significant quantities of steel during the quarter as a result of its cooler

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(CMC Year End 2004 – Page 4)

economy. Additionally, imports of raw materials into China moderated. Our profits improved in the United States as margins and shipments in steel, aluminum, copper and stainless steel increased significantly, while sales and profits for industrial materials and products hit record levels. Our value-added downstream processing businesses continued to generate good profits.”

Accounting for Trade Finance Agreements

     Rabin said, “To facilitate certain trade transactions, we periodically utilize documentary letters of credit, advances, and non- or limited-recourse trade financing arrangements to provide assurance of payments and advanced funding to suppliers. One such agreement is reflected on our balance sheet at August 31, 2004 as trade financing with a corresponding advance to supplier in other assets. This contract was entered into in October 2003. We have determined that similar accounting should have been applied in our fiscal 2004 interim quarterly statements. No change to the consolidated statements of earnings for each quarter was required. The details of the changes in the other quarterly financial statements are disclosed in the Form 8-K at Item 4.02 filed today.”

Financial Condition

     Rabin added, “Our financial position remained strong. At year end, long-term debt as a percentage of total capitalization was 36%, and the ratio of total debt to total capitalization plus short-term debt was 38%. Both ratios include the debt of CMCZ which has recourse only to the assets of CMCZ. Our working capital was $641 million and the current ratio was 1.8. Our coverage ratios were strong.”

Outlook

     Rabin concluded, “As we look forward to fiscal 2005, we anticipate that the positive factors which have been driving our markets are sustainable and allow a continuation of healthy pricing and volume for our goods and services. Our outlook for the first quarter and year remains very positive, although we must be wary of the dampening effect of high petroleum prices as well as China’s moderating impact on commodity prices. We expect some shift in profits with a higher proportion coming from the Fabrication segment, although ferrous scrap prices firmed again in recent weeks. We anticipate first quarter LIFO diluted net earnings per share between $1.70 and $1.90. The effective tax rate in the first quarter is projected at 33%.

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(CMC Year End 2004 – Page 5)

     “A business interruption insurance claim for the previously reported transformer failure in Texas will be filed. This primary transformer has been reinstalled and is performing well. An additional claim covering a failure during start up in August 2003 of a new, higher capacity transformer at South Carolina is also being prepared. This transformer had been returned for repair by its manufacturer in Italy and is now scheduled to be reinstalled at the South Carolina mill during November 2004. Following installation and start up, the transformer should achieve originally projected increases in melt shop production. The potential recovery resulting from these claims, which may be substantial, has not been considered in our earnings estimate owing to the timing of recovery which may extend beyond the first quarter and our inability to estimate the minimum recoverable amount.”

     CMC invites you to listen to a live broadcast of its fourth quarter/year-end conference call on Tuesday, October 19, at 3:00 p.m. ET. The call will be hosted by Stan Rabin, Chairman, President and CEO, and Bill Larson, Vice President and CFO, and can be accessed via our website at www.commercialmetals.com or at www.streetevents.com. In the event you are unable to listen to the live broadcast, the call will be archived on CMC’s website until November 2, 2004. The replay will be accessible on the home page within two hours of the webcast. Financial and statistical information presented in the broadcast can be found on CMC’s website under “Investor Relations.”

     Commercial Metals Company and subsidiaries manufacture, recycle and market steel and metal products, related materials and services through a network including steel minimills, steel fabrication and processing plants, construction-related product warehouses, a copper tube mill, metal recycling facilities and marketing and distribution offices in the United States and in strategic overseas markets.

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(CMC Year End 2004 – Page 6)

     The paragraphs under the Outlook section and heading of this news release contain forward-looking statements regarding the outlook for the Company’s financial results including net earnings, product pricing and demand, production rates, energy expense, inventory levels, tax rates, acquisitions and general market conditions. These forward-looking statements generally can be identified by phrases such as the company or its management “expects,” “anticipates,” “believe,” “ought,” “should,” “likely,” “appears,” “projected,” “forecast,” “presumes,” or other words or phrases of similar impact. There is inherent risk and uncertainty in any forward-looking statements. Variances will occur and some could be materially different from management’s current opinion. Developments that could impact the Company’s expectations include interest rate changes, construction activity, metals pricing over which the Company exerts little influence, increased capacity and product availability from competing steel minimills and other steel suppliers including import quantities and pricing, court decisions, industry consolidation or changes in production capacity or utilization, global factors including political and military uncertainties, credit availability, currency fluctuations, energy prices, disputes as to insurance coverage or the extent of lost income subject to reimbursement which could result in a lengthy delay or failure to obtain recovery under business interruption insurance, and decisions by governments impacting the level of steel imports and pace of overall economic activity, particularly China.

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(CMC Year End 2004 – Page 7)

                                 
    Three months ended
  Fiscal year ended
(Short Tons in Thousands)   8/31/04
  8/31/03
  8/31/04
  8/31/03
                                 
Domestic Steel Mill Rebar Shipments
    247       276       1,014       1,007  
Domestic Steel Mill Structural and Other Shipments
    347       332       1,387       1,277  
CMCZ Shipments
    364             1,082        
 
   
 
     
 
     
 
     
 
 
Total Mill Tons Shipped
    958       608       3,483       2,284  
Average FOB Mill Domestic Selling Price (Total Sales)
  $ 455     $ 289     $ 379     $ 278  
Average FOB Mill Domestic Selling Price (Finished Goods Only)
  $ 460     $ 297     $ 385     $ 287  
Average Domestic Ferrous Scrap Purchase Price
  $ 162     $ 100     $ 149     $ 97  
Average FOB Mill CMCZ Selling Price (Total Sales)
  $ 431           $ 380        
Average CMCZ Ferrous Scrap Purchase Price
  $ 189           $ 179        
Fab Plant Rebar Shipments
    275       195       890       663  
Fab Plant Structural, Joist, and Post Shipments
    113       99       421       365  
 
   
 
     
 
     
 
     
 
 
Total Fabrication Tons Shipped
    388       294       1,311       1,028  
Average Fab Selling Price (Excluding Stock & Buyout Sales)
  $ 717     $ 542     $ 626     $ 536  
Domestic Scrap Metal Tons Processed and Shipped
    868       732       3,411       2,811  

BUSINESS SEGMENTS
(in thousands)

                                 
    Three months ended
  Fiscal year ended
    8/31/04
  8/31/03
  8/31/04
  8/31/03
Net Sales:
                               
Domestic Mills
  $ 321,662     $ 213,832     $ 1,109,236     $ 770,053  
CMCZ
    166,461             427,141        
Fabrication
    328,919       212,419       1,047,321       742,638  
Recycling
    209,768       120,871       774,175       441,444  
Marketing and Distribution
    602,281       317,457       1,881,783       1,149,697  
Corporate and Eliminations
    (166,037 )     (59,841 )     (471,329 )     (227,947 )
 
   
 
     
 
     
 
     
 
 
Total Net Sales
  $ 1,463,054     $ 804,738     $ 4,768,327     $ 2,875,885  
 
   
 
     
 
     
 
     
 
 
Adjusted Operating Profit (Loss):
                               
Domestic Mills
  $ 28,066     $ 10,932     $ 84,156     $ 19,664  
CMCZ
    30,533             69,318        
Fabrication
    (248 )     2,227       7,288       701  
Recycling
    21,908       4,685       67,887       15,206  
Marketing and Distribution
    11,841       7,163       39,427       21,784  
Corporate and Eliminations
    (5,332 )     (3,764 )     (26,394 )     (11,039 )

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(CMC Year End 2004 - Page 8)
COMMERCIAL METALS COMPANY
Fourth Quarter and Year Operating Results (Unaudited)

(in thousands except share data)

                 
    Three months ended August 31,
    2004
  2003
Net sales
  $ 1,463,054     $ 804,738  
Costs and Expenses:
               
Cost of goods sold
    1,275,684       719,098  
Selling, general and administrative expenses
    101,669       64,471  
Interest expense
    8,376       3,904  
 
   
 
     
 
 
 
    1,385,729       787,473  
 
   
 
     
 
 
Earnings Before Income Taxes and Minority Interests
    77,325       17,265  
Income Taxes
    23,255       6,521  
 
   
 
     
 
 
Earnings Before Minority Interests
    54,070       10,744  
Minority Interests
    6,716        
 
   
 
     
 
 
Net Earnings
  $ 47,354     $ 10,744  
 
   
 
     
 
 
Basic earnings per share
  $ 1.62     $ 0.38  
Diluted earnings per share
  $ 1.56     $ 0.38  
Cash dividends per share
  $ 0.10     $ 0.08  
Average basic shares outstanding
    29,259,344       27,957,659  
Average diluted shares outstanding
    30,364,525       28,485,903  
                 
    Fiscal Year ended August 31,
    2004
  2003
Net sales
  $ 4,768,327     $ 2,875,885  
Costs and Expenses:
               
Cost of goods sold
    4,160,726       2,586,845  
Selling, general and administrative expenses
    367,550       243,308  
Interest expense
    28,104       15,338  
 
   
 
     
 
 
 
    4,556,380       2,845,491  
 
   
 
     
 
 
Earnings Before Income Taxes and Minority Interests
    211,947       30,394  
Income Taxes
    65,055       11,490  
 
   
 
     
 
 
Earnings Before Minority Interests
    146,892       18,904  
Minority Interests
    14,871        
 
   
 
     
 
 
Net Earnings
  $ 132,021     $ 18,904  
 
   
 
     
 
 
Basic earnings per share
  $ 4.59     $ 0.67  
Diluted earnings per share
  $ 4.42     $ 0.66  
Cash dividends per share
  $ 0.34     $ 0.32  
Average basic shares outstanding
    28,767,957       28,202,979  
Average diluted shares outstanding
    29,844,339       28,605,595  

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(CMC Year End 2004 - Page 9)
COMMERCIAL METALS COMPANY
Consolidated Condensed Balance Sheets (Unaudited)

(in thousands)

                 
    August 31,
    2004
  2003
Assets
               
Current Assets:
               
Cash and cash equivalents
  $ 123,559     $ 75,058  
Accounts receivable
    607,005       397,490  
Inventories
    645,484       310,816  
Other
    48,184       68,902  
 
   
 
     
 
 
Total Current Assets
    1,424,232       852,266  
Net Property, Plant and Equipment
    451,490       373,628  
Goodwill
    30,542       6,837  
Other Assets
    81,782       50,524  
 
   
 
     
 
 
 
  $ 1,988,046     $ 1,283,255  
 
   
 
     
 
 
Liabilities and Stockholders’ Equity
               
Current Liabilities:
               
Accounts payable – trade
  $ 385,108     $ 225,705  
Accounts payable – documentary letters of credit
    116,698       74,782  
Accrued expenses and other payables
    248,790       126,971  
Income taxes payable
    11,343       1,718  
Notes payable – CMCZ
    530        
Short-term trade financing arrangements
    9,756       23,025  
Current maturities of long-term debt
    11,252       640  
 
   
 
     
 
 
Total Current Liabilities
    783,477       452,841  
Deferred Income Taxes
    50,433       44,418  
Other Long-Term Liabilities
    39,568       24,066  
Long-Term Trade Financing Arrangement
    14,233        
Long-Term Debt
    393,368       254,997  
Minority interests
    46,340        
Stockholders’ Equity
    660,627       506,933  
 
   
 
     
 
 
 
  $ 1,988,046     $ 1,283,255  
 
   
 
     
 
 

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(CMC Year End 2004 - Page 10)
COMMERCIAL METALS COMPANY
Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

                 
    August 31,
    2004
  2003
Cash Flows From (Used By) Operating Activities:
               
Net earnings
  $ 132,021     $ 18,904  
Adjustments to reconcile net earnings to cash from (used by) operating activities:
               
Depreciation and amortization
    71,044       61,203  
Minority interests
    14,871        
Asset impairment charges
    6,583       630  
Provision for losses on receivables
    6,154       5,162  
Tax benefits from stock plans
    6,148       330  
Loss on reacquisition of debt
    3,072        
Deferred income taxes
    2,142       11,568  
Net gain on sale of assets and other
    (1,319 )     (886 )
Changes in operating assets and liabilities, net of effect of acquisitions and sale of SMI-Owen:
               
Accounts receivable
    (223,845 )     (65,736 )
Accounts receivable sold
    77,925       18,662  
Inventories
    (290,474 )     (36,351 )
Other assets
    10,001       5,042  
Accounts payable, accrued expenses, other payables and incomes taxes
    223,968       (2,947 )
Other long-term liabilities
    11,403       (1,275 )
 
   
 
     
 
 
Net Cash Flows From Operating Activities
    49,694       14,306  
Cash Flows From (Used by) Investing Activities:
               
Purchases of property, plant and equipment
    (51,889 )     (49,792 )
Sales of property, plant and equipment
    3,192       1,388  
Acquisitions of CMCZ and Lofland, net of cash acquired
    (99,401 )      
Acquisitions of other businesses, net of cash acquired
    (2,110 )     (13,416 )
 
   
 
     
 
 
Net Cash Used By Investing Activities
    (150,208 )     (61,820 )
Cash Flows From (Used By) Financing Activities:
               
Increase in documentary letters of credit
    41,916       9,930  
Proceeds from trade financing arrangements
    35,307       15,000  
Payments on trade financing arrangements
    (34,343 )     (9,175 )
Short-term borrowings, net change
    (702 )      
Proceeds from issuance of long-term debt
    238,400        
Payments on long-term debt
    (132,680 )     (373 )
Stock issued under incentive and purchase plans
    19,530       6,216  
Treasury stock acquired
    (4,586 )     (14,610 )
Dividends paid
    (9,764 )     (9,039 )
Debt reacquisition and issuance costs
    (4,989 )      
 
   
 
     
 
 
Net Cash From (Used By) Financing Activities
    148,089       (2,051 )
Effect of Exchange Rate Changes on Cash
    926       226  
 
   
 
     
 
 
Increase (Decrease) in Cash and Cash Equivalents
    48,501       (49,339 )
Cash and Cash Equivalents at Beginning of Year
    75,058       124,397  
 
   
 
     
 
 
Cash and Cash Equivalents at End of Year
  $ 123,559     $ 75,058  
 
   
 
     
 
 

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(CMC Year End 2004 - Page 11)
COMMERCIAL METALS COMPANY
Non-GAAP Financial Measures (Unaudited)

(in thousands)

This press release uses financial statement measures not derived in accordance with generally accepted accounting principles (GAAP). Reconciliations to the most comparable GAAP measures are provided below.

EBITDA:

Earnings before interest expense, income taxes, depreciation and amortization.

EBITDA is a non-GAAP liquidity measure. It excludes Commercial Metals Company’s largest recurring non-cash charge, depreciation and amortization. As a measure of cash flow before interest expense, it is one guideline used to assess the Company’s ability to pay its current debt obligations as they mature and a tool to calculate possible future levels of leverage capacity. EBITDA to interest is a covenant test in certain of the Company’s note agreements.

         
For the year ended August 31, 2004:
       
Net earnings
  $ 132,021  
Interest expense
    28,104  
Income taxes
    65,055  
Depreciation and amortization
    71,044  
 
   
 
 
EBITDA
  $ 296,224  

EBITDA to interest coverage for the year ended August 31, 2004:
     $296,224 / 28,104 = 10.5

Total Capitalization:

Total capitalization is the sum of long-term debt, deferred income taxes, and stockholders’ equity. The ratio of debt to total capitalization is a measure of current debt leverage. The following reconciles total capitalization at August 31, 2004 to the nearest GAAP measure, stockholders’ equity:

         
Stockholders’ equity
  $ 660,627  
Long-term debt
    407,601  
Deferred income taxes
    50,433  
 
   
 
 
Total capitalization
  $ 1,118,661  

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(CMC Year End - page 12)
COMMERCIAL METALS COMPANY
Non-GAAP Financial Measures (Unaudited)

(in thousands)

Other Financial Information

Long-term debt to cap ratio as of August 31, 2004:

Debt divided by capitalization

     $407,601 / 1,118,661 = 36.4%

Total debt to cap plus short-term debt ratio as of August 31, 2004:

     $429,139 / (1,118,661 + 21,538) = 37.6%

Current ratio as of August 31, 2004:
Current assets divided by current liabilities
     $1,424,232 / 783,477 = 1.82

-(END)-

Contact:       Debbie Okle
Director, Public Relations
214.689.4354

2005-07