EX-99.1 2 d34270exv99w1.htm PRESS RELEASE exv99w1
 

         
Exhibit 99.1
Commercial Metals Company Reports
Strongest Second Quarter in Its History; Outlook Strong
     Irving, TX — March 21, 2006 — Commercial Metals Company (NYSE: CMC) today reported net earnings of $80.1 million or $1.29 per diluted share on net sales of $1.6 billion for the quarter ended February 28, 2006, ranking it as the strongest second quarter ever reported for the Company and the second best quarter in history. This compares with net earnings of $56.6 million or $0.91per diluted share on net sales of $1.6 billion for the second quarter last year. This year’s second quarter included after-tax LIFO income of $2.6 million or $0.04 per diluted share compared with an expense of $2.6 million or $0.04 per share in last year’s second quarter.
     Net earnings for the six months ended February 28, 2006 were $150 million or $2.44 per diluted share on net sales of $3.3 billion. For the same period last year, net earnings were $130 million or $2.11 per diluted share on net sales of $3.1 billion. For the six months ended February 28, 2006, after-tax LIFO expense was $11.5 million or $0.19 per share compared with an expense of $24.8 million or $0.40 per share last year.
     CMC Chairman and Chief Executive Officer Stanley A. Rabin said, “We again generated outstanding profits in what is typically our weakest quarter, results which exceeded our expectations and after a period of declining steel prices in many parts of the world. As we anticipated, the second quarter reflected some seasonal softness, although abnormally dry weather in the southwest U.S. aided shipping levels. Profitability was relatively strong in all of our segments except for CMCZ, but it performed better than the prior year as well. Currency changes were not significant. Our outlook for the third quarter and second half remains
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(CMC Second Quarter Fiscal 2006 – Page 2)
very positive. As discussed in more detail later in this release, we believe product demand should accelerate further, and volume and prices remain strong. We anticipate third quarter LIFO diluted net earnings per share between $1.25 and $1.40.”
Domestic Mills
     Rabin added, “Our Domestic Mills segment’s adjusted operating profit at $71 million was nearly double last year’s historically strong second quarter. The LIFO expense was $686 thousand pre-tax in this year’s second quarter compared with $983 thousand expense last year. Within the segment, adjusted operating profit for our steel minimills was almost 65% greater than a year earlier on the strength of higher selling prices combined with seasonally high finished goods shipments as well as a lower average cost for scrap utilized. Compared with last year’s second quarter, the metal spread increased by 11% to $293 per ton. On a year-to-year basis, tonnage melted for the second quarter was up 8% to 577 thousand tons; tonnage rolled was 532 thousand tons, 13% above last year’s second quarter; and shipments gained 19% to 603 thousand tons. Our average total mill selling price was $26 per ton above last year’s level, and the average selling price for finished goods was up by $26 per ton to $516 per ton. By product line, the price premium of merchant bar over reinforcing bar remained relatively wide at $88 per ton. The average scrap purchase cost increased by 1% versus a year ago to $184 per ton. Total utility costs increased dramatically by $8.7 million compared with the second quarter last year, with increases in both electricity and natural gas. Year-over-year costs for ferroalloys, graphite electrodes and other supplies were mixed, while transportation rates rose significantly.
     “The copper tube mill recorded an adjusted operating profit of $6.1 million, substantially above that of last year’s second quarter. Included was a pre-tax LIFO expense of $1.7 million compared to a $1 million expense last year. Better supply/demand conditions in the industry resulted in an increased average selling price of $2.84 per pound and metal spreads widened to $1.11 per pound, up from 68 cents per pound, more than offsetting the pronounced rise in the cost of copper scrap. Against the same period last year, copper tube production edged higher to 16.7 million pounds while shipments were down 2% to 15.7 million pounds.”
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(CMC Second Quarter Fiscal 2006 – Page 3)
CMCZ
     Rabin continued, “The Polish steel operation recorded a small adjusted operating loss of $584 thousand on a 100%-owned basis compared with an adjusted operating loss of $4.5 million the previous year. Operating levels and shipments were up significantly compared with the second quarter of fiscal 2005, even though severe weather slowed construction in Poland and surrounding areas; however, prices and margins continued to be squeezed. Exports did increase despite the relatively strong Polish Zloty. For the quarter, tons melted equaled 285 thousand versus 203 thousand last year; rolled tons equaled 261 thousand against 206 thousand last year; and shipments totaled 285 thousand tons (including billets) compared with 208 thousand last year. Meanwhile, the average selling price fell to PLN 1,238 per ton (including 7% billets) from PLN 1,523 per ton (including 7% billets) with particular weakness in the wire rod market. Accordingly, the average metal margin decreased further to PLN 546 per ton from an already inadequate PLN 619 per ton. During January 2006, we began to commission the new mega-shredder and construction of the greenfield rebar fabrication plant will begin shortly.”
Domestic Fabrication
     Rabin said, “Profitability in the Domestic Fabrication segment was a record for a second quarter. We recorded an 80% increase in adjusted operating profit to $38.5 million, including $9.7 million pre-tax LIFO income (reduced inventories). Last year’s pre-tax LIFO expense was $4.6 million. Total shipments jumped 23% compared with the prior year’s second quarter and were up across-the-board for the various product areas. Realized selling prices were mostly higher, with all products sustaining strong levels. Construction activity was relatively strong in all areas. Public and institutional construction continued at a very solid level, and various sectors of commercial construction showed further improvement. Almost all product areas – rebar fabrication, construction-related products (CRP), steel fence posts, steel joist manufacturing, cellular beam manufacturing, structural steel fabrication, and heat treating – contributed to the improvement in profitability. Shipments from our fab plants totaled 363 thousand tons, while the composite average fab selling price (excluding stock and buyouts) increased by $22 per ton.”
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(CMC Second Quarter Fiscal 2006 – Page 4)
Recycling
     According to Rabin, “The Recycling segment achieved a near record second quarter with net sales up by 21% compared with one year ago, marked by record nonferrous price levels. The adjusted operating profit of $18.6 million was off 7% from last year’s record second quarter. LIFO expense was $3.2 million pre-tax this quarter versus an income of $1.0 million the prior year. The ferrous scrap market was still strong – and notably volatile – although on balance down in price from the second quarter of last year. Versus last year, the average ferrous scrap sales price for the quarter decreased by 4% to $190 per short ton while stock shipments increased 6% to 490 thousand short tons. The average nonferrous scrap sales price for the quarter jumped by 33% compared with a year ago, while nonferrous stock shipments were 3% higher. Inventory turnover across the board remained extremely rapid. The total volume of scrap processed, including all our domestic processing plants, equaled 862 thousand tons against 822 thousand tons last year.”
Marketing and Distribution
     “Adjusted operating profit for the Marketing and Distribution segment of $12.9 million was significantly below last year’s very strong second quarter on considerably lower net sales, mostly due to what we believe were temporary factors,” Rabin said. “Business was mixed by geography and product line. This segment recorded LIFO expense of $1.8 million pre-tax compared with pre-tax income of $519 thousand the year before. Global sales and prices of steel declined, especially in Europe and Asia, resulting in lower profitability for this large product line. The margins for aluminum, copper and stainless steel semis decreased over the prior year, and sales and margins for industrial materials and products were down as well from recent record levels. Our value-added downstream and processing businesses continued to perform well, although not as robust as recent quarters because of the generally weaker steel markets.”
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(CMC Second Quarter Fiscal 2006 – Page 5)
Financial Condition
     According to Rabin, “Our financial position remains strong. At February 28, 2006, our stockholders’ equity exceeded $1 billion for the first time. At quarter end, our working capital was $962 million, and the current ratio was 2.2. Our coverage ratios remain strong. Long-term debt as a percentage of total capitalization was 26%, as was the ratio of total debt to total capitalization plus short-term debt. Both ratios include the debt of CMCZ which has recourse only to the assets of CMCZ.
     “Following up on the Company’s previously announced intent to increase the regular quarterly cash dividend, on March 13, 2006, the board declared a cash dividend of 10 cents per share, up from the prior 6 cents per share. This increase, effective with the dividend to be paid on April 21, 2006, to stockholders of record April 7, 2006, represents an increase of 67%.”
Outlook
     Rabin continued, “As the quarter ended, the global steel market in particular had reversed course, resulting in another price rally. The end of de-stocking in most markets, disciplined production rates by EU mills, and a rapid Asian turnaround all contributed to the upswing. Generally good economic conditions prevail. Manufacturing activity continues to expand. While residential construction in the U.S. has pulled back from its peak, worldwide non-residential construction notably is expected to strengthen. More specifically, construction materials generally are in strong demand. Our domestic steel mill markets continue at relatively strong levels, underpinned by the growing U.S. economy and solid construction markets. Imports of carbon steel bar products recently have increased into the U.S.; although at reasonable levels relative to demand, the situation bears watching. Our mill shipments should accelerate during the third quarter, and steel prices should remain firm. Steel scrap prices remain relatively strong, domestically and internationally, although a continuation of the unprecedented price volatility we have seen in recent quarters appears inevitable. The outlook for nonferrous markets remains favorable, although prices are off from recent highs. Demand for downstream products and services remains vibrant.
     “Accordingly, total earnings from our domestic steel mills should remain strong during the third quarter. The copper tube business should be steady at the improved level. Results at CMCZ are expected to improve significantly based on increased selling prices and shipments. Our anticipation remains that fabrication profits will expand yet
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(CMC Second Quarter Fiscal 2006 – Page 6)
further given robust prices and volumes. Our Recycling segment will again post strong results buoyed by relatively firm markets. We expect the Marketing and Distribution segment to pick up again, driven by higher volume and margins in various steel markets, led by firmer market conditions in China.”
     CMC invites you to listen to a live broadcast of its second quarter 2006 conference call on Tuesday, March 21, at 3:00 p.m. ET. The call will be hosted by Stan Rabin, Chairman and CEO, Murray McClean, President and COO, 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 and available for replay 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.
     Paragraphs three, twelve and thirteen (Outlook) of this news release contain forward-looking statements regarding the outlook for the Company’s financial results including net earnings, product pricing and demand, currency valuation, production rates, inventory levels, and general market conditions. These forward-looking statements generally can be identified by phrases such as the company or its management “expect,” “anticipate,” “believe,” “ought,” “should,” “likely,” “appears,” “outlook,” “projected,” “forecast,” 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, and decisions by governments impacting the level of steel imports and pace of overall economic activity.
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CMC Second Quarter Fiscal 2006 – Page 7)
COMMERCIAL METALS COMPANY
Condensed Consolidated Statements of Earnings (Unaudited)

(in thousands except share data)
                                 
    Three months ended   Six months ended
    2/28/06   2/28/05   2/28/06   2/28/05
         
Net Sales
  $ 1,639,487     $ 1,597,313     $ 3,285,185     $ 3,126,385  
 
                               
Costs and Expenses:
                               
Cost of goods sold
    1,388,883       1,388,792       2,813,613       2,684,900  
Selling, general and administrative expenses
    118,623       113,630       225,357       223,435  
Interest expense
    6,952       8,517       13,876       15,818  
     
 
    1,514,458       1,510,939       3,052,846       2,924,153  
 
                               
Earnings Before Income Taxes and Minority Interests
    125,029       86,374       232,339       202,232  
 
                               
Income Taxes
    45,504       31,709       82,945       70,984  
 
                               
Earnings before Minority Interests
    79,525       54,665       149,394       131,248  
 
                               
Minority Interests
    (578 )     (1,910 )     (333 )     948  
     
 
Net Earnings
  $ 80,103     $ 56,575     $ 149,727     $ 130,300  
     
 
                               
Basic earnings per share
  $ 1.36     $ 0.95     $ 2.57     $ 2.20  
Diluted earnings per share
  $ 1.29     $ 0.91     $ 2.44     $ 2.11  
Cash dividends per share
  $ 0.06     $ 0.06     $ 0.12     $ 0.11  
Average basic shares outstanding
    58,775,891       59,489,851       58,371,850       59,097,619  
Average diluted shares outstanding
    61,915,314       62,427,957       61,429,080       61,664,332  
BUSINESS SEGMENTS
(in thousands)
                                 
    Three months ended   Six months ended
    2/28/06   2/28/05   2/28/06   2/28/05
         
Net Sales
                               
Domestic Mills
  $ 366,170     $ 283,835     $ 735,949     $ 599,597  
CMCZ
    112,584       107,644       219,916       230,758  
Domestic Fabrication
    408,156       330,886       808,679       657,526  
Recycling
    272,013       224,510       508,412       444,980  
Marketing and Distribution
    642,184       749,004       1,326,742       1,429,599  
Corporate and Eliminations
    (161,620 )     (98,566 )     (314,513 )     (236,075 )
     
Total Net Sales
  $ 1,639,487     $ 1,597,313     $ 3,285,185     $ 3,126,385  
     
 
                               
Adjusted Operating Profit (Loss):
                               
Domestic Mills
  $ 70,767     $ 39,248     $ 135,686     $ 93,189  
CMCZ
    (584 )     (4,542 )     948       7,773  
Domestic Fabrication
    38,494       21,372       56,691       42,706  
Recycling
    18,592       20,073       32,426       39,848  
Marketing and Distribution
    12,934       23,215       35,989       46,584  
Corporate and Eliminations
    (7,425 )     (3,465 )     (13,952 )     (10,268 )
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(CMC Second Quarter Fiscal 2006 – Page 8)
COMMERCIAL METALS COMPANY
Condensed Consolidated Balance Sheets (Unaudited)

(in thousands)
                 
    February 28,   August 31,
    2006   2005
     
Assets:
               
Current Assets:
               
Cash and cash equivalents
  $ 72,111     $ 119,404  
Accounts receivable, net
    901,040       829,192  
Inventories
    765,825       706,951  
Other
    52,087       45,370  
     
Total Current Assets
    1,791,063       1,700,917  
 
Net Property, Plant and Equipment
    532,163       505,584  
 
Goodwill
    30,542       30,542  
 
Other Assets
    117,602       95,879  
     
 
  $ 2,471,370     $ 2,332,922  
     
 
               
Liabilities and Stockholders’ Equity:
               
Current Liabilities:
               
Accounts payable – trade
  $ 439,545     $ 408,342  
Accounts payable – documentary letters of credit
    100,109       140,986  
Accrued expenses and other payables
    238,407       293,598  
Income taxes payable and deferred income taxes
    40,867       40,126  
Short-term trade financing arrangements
          1,667  
Current maturities of long-term debt
    9,743       7,223  
     
Total Current Liabilities
    828,671       891,942  
 
Deferred Income Taxes
    45,579       45,629  
Other Long-Term Liabilities
    72,703       58,627  
Long-Term Debt
    391,973       386,741  
Minority Interests
    52,059       50,422  
 
Stockholders’ Equity
    1,080,385       899,561  
     
 
  $ 2,471,370     $ 2,332,922  
     
                                 
    Three months ended   Six months Ended
(Short Tons in Thousands)   2/28/06   2/28/05   2/28/06   2/28/05
         
Domestic Steel Mill Rebar Shipments
    273       188       543       420  
Domestic Steel Mill Structural and Other Shipments
    330       318       684       632  
CMCZ Shipments
    285       208       542       460  
 
                               
Total Mill Tons Shipped
    888       714       1,769       1,512  
 
                               
Average FOB Mill Domestic Selling Price (Total Sales)
  $ 500     $ 474     $ 495     $ 479  
Average Domestic Mill Ferrous Scrap Purchase Price
  $ 184     $ 181     $ 184     $ 185  
Average FOB Mill CMCZ Selling Price (Total Sales)
  $ 381     $ 494     $ 389     $ 481  
Average CMCZ Ferrous Scrap Purchase Price
  $ 179     $ 207     $ 176     $ 227  
 
                               
Fab Plant Rebar Shipments
    232       196       469       421  
Fab Plant Structural, Joist, and Post Shipments
    131       100       257       203  
 
                               
Total Fabrication Tons Shipped
    363       296       726       624  
 
                               
Average Fab Selling Price (Excluding Stock & Buyout Sales)
  $ 871     $ 849     $ 857     $ 835  
 
                               
Domestic Scrap Metal Tons Processed and Shipped
    862       822       1,701       1,650  
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(CMC Second Quarter Fiscal 2006 – Page 9)
COMMERCIAL METALS COMPANY
Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)
                 
    Six months ended
    2/28/06   2/28/05
     
Cash Flows From (Used by) Operating Activities:
               
Net earnings
  $ 149,727     $ 130,300  
Adjustments to reconcile net earnings to cash from (used by) operating activities:
               
Depreciation and amortization
    39,678       37,846  
Business interruption insurance recovery
          (4,500 )
Minority interests
    (333 )     948  
Provision for losses on receivables
    1,841       3,012  
Share-based compensation
    4,424       27  
Net gain on sale of assets and other
    (1,098 )     (1,027 )
 
               
Changes in Operating Assets and Liabilities, Net of Effect of Acquisitions:
               
Accounts receivable
    (75,138 )     (82,198 )
Accounts receivable sold
          26,238  
Inventories
    (57,967 )     (99,255 )
Other assets
    (23,577 )     (5,494 )
Accounts payable, accrued expenses, other payables and income taxes
    (24,909 )     (50,164 )
Deferred income taxes
    (635 )     (30 )
Other long-term liabilities
    13,062       8,993  
     
Net Cash Flows From (Used By) Operating Activities
    25,075       (35,304 )
 
               
Cash Flows From (Used by) Investing Activities:
               
Purchases of property, plant and equipment
    (59,460 )     (40,141 )
Sales of property, plant and equipment
    3,672       2,598  
Acquisitions of fabrication businesses
    (5,140 )     (2,950 )
     
Net Cash Used By Investing Activities
    (60,928 )     (40,493 )
 
               
Cash Flows From (Used by) Financing Activities:
               
Increase (Decrease) in documentary letters of credit
    (40,877 )     26,207  
Payments on trade financing arrangements
    (1,667 )     (11,378 )
Short-term borrowings, net change
          9,583  
Payments on long-term debt
          (423 )
Proceeds from issuance of long-term debt
    6,040        
Stock issued under incentive and purchase plans
    21,172       14,121  
Dividends paid
    (7,005 )     (6,519 )
Tax benefits from stock plans
    9,726       8,168  
     
Net Cash From (Used By) Financing Activities
    (12,611 )     39,759  
Effect of Exchange Rate Changes on Cash
    1,171       1,654  
 
Decrease in Cash and Cash Equivalents
    (47,293 )     (34,384 )
Cash and Cash Equivalents at Beginning of Year
    119,404       123,559  
     
Cash and Cash Equivalents at End of Period
  $ 72,111     $ 89,175  
     
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(CMC Second Quarter Fiscal 2006 – Page 10)
COMMERCIAL METALS COMPANY
Non-GAAP Financial Measures (Unaudited)

(dollars 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.
                 
    Three Months   Six Months
    Ended   Ended
    2/28/06   2/28/06
     
Net earnings
  $ 80,103     $ 149,727  
Interest expense
    6,952       13,876  
Income taxes
    45,504       82,945  
Depreciation and amortization
    20,408       39,678  
 
EBITDA
  $ 152,967     $ 286,226  
 
     
EBITDA to interest coverage    
for the quarter ended February 28, 2006:   for the six months ended February 28, 2006:
$152,967 / 6,952 = 22.0
  $286,226 / 13,876 = 20.6
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 February 28, 2006 to the nearest GAAP measure, stockholders’ equity:
         
Stockholders’ equity
  $ 1,080,385  
Long-term debt
    391,973  
Deferred income taxes
    45,579  
 
Total capitalization
  $ 1,517,937  
Other Financial Information
Long-term debt to cap ratio as of February 28, 2006:
Debt divided by capitalization
     $391,973 / 1,517,937 = 25.8%
Total debt to cap plus short-term debt ratio as of February 28, 2006:
     ($391,973 + 9,743) / (1,517,937 + 9,743) = 26.3%
Current ratio as of February 28, 2006:
Current assets divided by current liabilities
     $1,791,063 / 828,671 = 2.2
-(END)-
     
Contact:
  Debbie Okle
 
  Director, Public Relations
 
  214.689.4354
2006-13