8-K

STEEL DYNAMICS INC (STLD)

8-K 2023-04-21 For: 2023-04-19
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

WASHINGTON, DC

20549

FORM 8-K

CURRENT REPORT


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

Date of Report (date of earliest event reported) April 21, 2023 (April 19, 2023 )

STEEL

DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

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

7575West Jefferson Blvd**, Fort Wayne** , Indiana

46804

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code:  260-969-3500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered
Common<br> Stock voting, $0.0025 par value STLD NASDAQ<br> Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and FinancialCondition

On April 19, 2023, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Reports First Quarter 2023 Results.”  A copy of that press release is attached hereto as Exhibit 99.1.

The information contained in Exhibit 99.1 is furnished under this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing thereunder or under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits

(d ) Exhibits.

The following exhibit is furnished with this report:

Exhibit Number Description
99.1 A<br> press release dated April 19, 2023, titled “Steel Dynamics Reports First Quarter<br> 2023 Results.”
104 Cover Page Interactive Data File –<br> the cover page interactive data file does not appear in the Interactive Data File because<br> its XBRL tags are embedded within the Inline XBRL document.
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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/ Theresa E.<br> Wagler
Date: April 21, 2023 By: Theresa E. Wagler
Title: Executive Vice President and
Chief Financial Officer

Exhibit 99.1

Press Release<br><br><br>April 19, 2023 ****<br><br> <br>7575 W. Jefferson Blvd.<br><br><br><br>Fort Wayne, IN46804

Steel DynamicsReports First Quarter 2023 Results

FORT WAYNE, INDIANA, April 19, 2023 / PRNewswire /

First Quarter 2023 Performance Highlights:

§ Record steel shipments of 3.3 million tons
§ Net sales of $4.9 billion, operating income of $835 million, and adjusted EBITDA of $950 million
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§ Strong cash flow from operations of $734 million
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§ Share repurchases of $354 million of the company’s common stock, representing 1.7 percent of its outstanding shares
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§ First quarter 2023 cash dividend increase of 25 percent
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Steel Dynamics, Inc. (NASDAQ/GS: STLD) today announced first quarter 2023 financial results. The company reported first quarter 2023 net sales of $4.9 billion and net income of $637 million, or $3.70 per diluted share. Excluding the impact from the company’s newly started Sinton Texas Flat Roll Steel Mill of $77 million, or $0.31 per diluted share, the company’s first quarter 2023 adjusted net income was $691 million, or $4.01 per diluted share.

Comparatively, the company’s sequential fourth quarter 2022 earnings were $3.61 per diluted share, and adjusted earnings were $4.37 per diluted share, excluding additional performance-based companywide special compensation of approximately $0.09 per diluted share (awarded to all non-executive, eligible team members in recognition of the company’s exceptional annual performance) and costs of $0.67 per diluted share associated with startup of the company's Texas Flat Roll Steel Mill. Prior year first quarter earnings were $5.71 per diluted share and adjusted earnings were $6.02 per diluted share, excluding costs of $0.31 per diluted share, associated with construction and startup of the company's Texas Flat Roll Steel Mill.

“The team executed well and delivered a strong first quarter performance from all of our operating platforms,” said Mark D. Millett, Chairman and Chief Executive Officer. “Our first quarter 2023 operating income was $835 million, with adjusted EBITDA of $950 million. The sequential improvement in earnings was driven by our steel and metals recycling businesses and supported by continued strong results from our steel fabrication operations. Across the company, our teams achieved best-in-class performance, while keeping each other safe and further improving safety performance.

“First quarter operating income from our steel operations was $345 million, almost double fourth quarter sequential results, due to record shipments more than offsetting metal spread compression related to lower realized selling values. Steel pricing has since strengthened, and steel producer lead times have extended as steel demand is strong. The automotive, non-residential construction, energy, and industrial sectors continue to lead demand. Operating income from our metals recycling platform increased over threefold compared to sequential results, as demand from the domestic steel industry strengthened, resulting in higher scrap pricing and shipments. First quarter 2023 earnings from our steel fabrication operations remained historically very strong, but lower than record fourth quarter results based on seasonally lower shipments combined with customer supply-chain constraints. Extending steel fabricator project logs and lack of sufficient construction materials and skilled labor have resulted in some projects being delayed to later this year. The non-residential construction sector remains strong, as further evidenced by a solid order backlog extending into the fourth quarter of 2023, combined with robust forward-pricing. In addition, the continued onshoring of manufacturing, coupled with the robust U.S. infrastructure program and industrial build-outs, supports strong demand for 2023 and beyond.

“We also achieved strong cash flow from operations of $734 million in the first quarter 2023, while at the same time increasing shareholder distributions and investing in growth,” continued Millett. “In February, we increased our quarterly cash dividend by 25 percent, reflecting our confidence in the consistency and strength of our cash generation capabilities, in alignment with the execution of our transformational growth initiatives.”

First Quarter 2023 Comments

First quarter 2023 operating income for the company’s steel operations was $345 million, or 93 percent higher than sequential fourth quarter results, due to increased demand resulting in record first quarter steel shipments of 3.3 million tons, partially offset by metal spread compression resulting from lower realized selling values associated with lagging indexed-contracts within the flat rolled operations. Metal spread compression was amplified by an estimated $50 million in the first quarter 2023, due to higher raw material costs, as the company’s steel operations worked through the remaining higher priced pig iron ordered in early 2022 in reaction to the Ukraine and Russia supply-chain disruptions. The first quarter 2023 average external product selling price for the company’s steel operations decreased $44 sequentially to $1,080 per ton. The average ferrous scrap cost per ton melted at the company’s steel mills decreased $1 sequentially to $413 per ton. Operations continue to ramp at the company’s Sinton Flat Roll Steel Division, and the company estimates 2023 shipments to represent close to 80 percent of the plant’s annual capacity.

First quarter operating income from the company’s metals recycling operations increased significantly to $43 million, based on increased demand supporting higher volumes and product pricing for both ferrous and nonferrous materials. Domestic steel production utilization increased from 73 percent in the sequential fourth quarter to 75 percent in the first quarter 2023.

The company’s steel fabrication operations achieved historically very strong operating income of $551 million in the first quarter 2023, but below record fourth quarter results, based on seasonally lower shipments coupled with steady metal spread. The non-residential construction sector remains strong, as order entry significantly improved in the first quarter from seasonally lower activity in the second half of 2022, resulting in a strong order backlog that reaches into the fourth quarter of 2023 with strong forward-pricing.

Based on the company’s differentiated business model and highly variable cost structure, the company generated cash flow from operations of $734 million during the quarter, despite being reduced by $422 million due to the company’s annual March payout of its companywide profit-sharing program based on the company’s record 2022 pretax income. The company also invested $226 million in capital investments, paid cash dividends of $59 million, and repurchased $354 million of its outstanding common stock, representing 1.7 percent of its outstanding shares, while achieving record liquidity of $3.5 billion as of March 31, 2023.

Outlook

“We remain confident that market conditions are in place for domestic steel consumption to be solid,” said Millett. “Order entry activity continues to be strong across all of our businesses. We believe North American steel consumption will increase in 2023, and that demand for lower-carbon emission, U.S. produced steel products coupled with lower imports will support steel pricing. We believe the automotive, non-residential construction, and energy sectors will remain solid steel consumers this year. Our steel fabrication operations order backlog remains elevated with strong forward pricing levels. The combination of robust order activity and broad customer optimism supports strong overall demand dynamics for the construction industry. This environment, in combination with our existing and recently announced expansion initiatives, are firm drivers for our continued growth in the coming years.

“We are quickly progressing on our aluminum flat rolled products mill and are incredibly excited about this meaningful growth opportunity, which is aligned with our existing business and operational expertise,” said Millett. “The team has placed orders for critical equipment, and the rolling mill site location in Columbus, Mississippi is exceptional. We have intentionally grown with our customers’ needs, providing efficient sustainable supply-chain solutions for the highest quality products. Thus far, this has primarily been achieved within the steel industry – however, a significant number of our flat rolled steel customers are also consumers and processors of aluminum flat rolled products. We are pleased to further diversify our end markets with plans to supply aluminum flat rolled products with high recycled content to the countercyclical sustainable beverage can industry, in addition to the automotive and industrial sectors. We believe our unique performance-based operating culture, coupled with our considerable experience in successfully constructing and operating cost-effective, highly profitable flat rolled steel mills, positions us exceptionally well to execute this strategic opportunity and to deliver strong long-term value creation. Our customers and our people are also incredibly excited for this growth opportunity.

“Our commitment is to the health and safety of our teams, families, and communities, while meeting the current and future needs of our customers. Our culture and business model continue to positively differentiate our performance from the rest of the industry. We are competitively positioned and focused to generate long-term sustainable value,” concluded Millett.

Conference Call and Webcast

Steel Dynamics, Inc. will hold a conference call to discuss first quarter 2023 operating and financial results on Thursday, April 20, 2023, at 10:00 a.m. Eastern Daylight Time. You may access the call and find dial-in information on the Investors section of the company’s website at www.steeldynamics.com.  A replay of the call will be available on our website until 11:59 p.m. Eastern Daylight Time on April 27, 2023.

About Steel Dynamics, Inc.

Steel Dynamics is one of the largest domestic steel producers and metals recyclers in the United States, based on estimated annual steelmaking and metals recycling capability, with facilities located throughout the United States, and in Mexico. Steel Dynamics produces steel products, including hot roll, cold roll, and coated sheet steel, structural steel beams and shapes, rail, engineered special-bar-quality steel, cold finished steel, merchant bar products, specialty steel sections and steel joists and deck. In addition, the company produces liquid pig iron and processes and sells ferrous and nonferrous scrap.

Note Regarding Non-GAAP FinancialMeasures

The company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). Management believes that Adjusted Net Income, Adjusted Diluted Earnings Per Share, EBITDA and Adjusted EBITDA, non-GAAP financial measures, provide additional meaningful information regarding the company’s performance and financial strength. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the company’s reported results prepared in accordance with GAAP. In addition, because not all companies use identical calculations, Adjusted Net Income, Adjusted Diluted Earnings Per Share, EBITDA and Adjusted EBITDA included in this release may not be comparable to similarly titled measures of other companies.

Forward-Looking Statements

This report contains some predictive statements about future events, including statements related to conditions in domestic or global economies, conditions in steel, aluminum, and recycled metals market places, Steel Dynamics' revenues, costs of purchased materials, future profitability and earnings, and the operation of new, existing or planned facilities. These statements, which we generally precede or accompany by such typical conditional words as "anticipate", "intend", "believe", "estimate", "plan", "seek", "project", or "expect", or by the words "may", "will", or "should", 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. These statements speak only as of this date and are based upon information and assumptions, which we consider reasonable as of this date, concerning our businesses and the environments in which they operate. Such predictive statements are not guarantees of future performance, and we undertake no duty to update or revise any such statements. Some factors that could cause such forward-looking statements to turn out differently than anticipated include: (1) domestic and global economic factors; (2) global steelmaking overcapacity and imports of steel, together with increased scrap prices; (3) pandemics, epidemics, widespread illness or other health issues, such as COVID-19 or its variants; (4) the cyclical nature of the steel industry and the industries we serve; (5) volatility and major fluctuations in prices and availability of scrap metal, scrap substitutes and supplies, and our potential inability to pass higher costs on to our customers; (6) cost and availability of electricity, natural gas, oil, or other energy resources are subject to volatile market conditions; (7) increased environmental, greenhouse gas emissions and sustainability considerations or regulations; (8) compliance with and changes in environmental and remediation requirements; (9) significant price and other forms of competition from other steel and aluminum producers, scrap processors and alternative materials; (10) availability of an adequate source of supply of scrap for our metals recycling operations; (11) cybersecurity threats and risks to the security of our sensitive data and information technology; (12) the implementation of our growth strategy; (13) litigation and legal compliance; (14) unexpected equipment downtime or shutdowns; (15) governmental agencies may refuse to grant or renew some of our licenses and permits; (16) our senior unsecured credit facility contains, and any future financing agreements may contain, restrictive covenants that may limit our flexibility; and (17) the impacts of impairment charges.

More specifically, we refer you to our more detailed explanation of these and other 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 under the headings Special Note Regarding Forward-Looking Statements and Risk Factors, in our Quarterly Reports on Form 10-Q, or in other reports which we file with the Securities and Exchange Commission. These reports are available publicly on the Securities and Exchange Commission website, www.sec.gov, and on our website, www.steeldynamics.com under “Investors – SEC Filings.”

Contact:  Investor Relations — +1.260.969.3500

Steel Dynamics, Inc.

CONSOLIDATEDSTATEMENTS OF INCOME (UNAUDITED)

(in thousands,except per share data)

Three Months<br> Ended Three Months
March 31, Ended
2023 2022 Dec. 31,<br> 2022
Net sales $ 4,893,206 $ 5,569,902 $ 4,826,287
Costs of<br> goods sold 3,837,084 3,787,389 3,838,740
Gross<br> profit 1,056,122 1,782,513 987,547
Selling, general and administrative<br> expenses 144,309 152,015 142,602
Profit sharing 69,575 128,469 79,218
Amortization<br> of intangible assets 6,878 7,162 6,679
Operating<br> income 835,360 1,494,867 759,048
Interest expense, net of capitalized<br> interest 22,507 16,669 23,855
Other expense<br> (income), net (34,936 ) 20,468 (23,257 )
Income<br> before income taxes 847,789 1,457,730 758,450
Income<br> tax expense 203,456 350,376 119,439
Net<br> income 644,333 1,107,354 639,011
Net income<br> attributable to noncontrolling interests (7,023 ) (3,423 ) (4,147 )
Net<br> income attributable to Steel Dynamics, Inc. $ 637,310 $ 1,103,931 $ 634,864
Basic<br> earnings per share attributable to Steel Dynamics, Inc. stockholders $ 3.71 $ 5.74 $ 3.63
Weighted average common<br> shares outstanding 171,597 192,158 174,706
Diluted<br> earnings per share attributable to Steel Dynamics, Inc. stockholders, including the effect of assumed conversions when dilutive
$ 3.70 $ 5.71 $ 3.61
Weighted<br> average common shares and share equivalents outstanding 172,479 193,241 175,892
Dividends declared<br> per share $ 0.425 $ 0.34 $ 0.34

Steel Dynamics, Inc.

CONSOLIDATEDBALANCE SHEETS

(in thousands)

March 31, December 31,
2023 2022
(unaudited)
Assets
Current assets
Cash<br> and equivalents $ 1,604,943 $ 1,628,417
Short-term<br> investments 714,769 628,215
Accounts receivable,<br> net 2,126,974 2,056,051
Inventories 2,988,852 3,129,964
Other<br> current assets 127,022 195,371
Total<br> current assets 7,562,560 7,638,018
Property, plant and equipment,<br> net 5,491,201 5,373,665
Intangible assets, net 260,629 267,507
Goodwill 502,067 502,067
Other<br> assets 403,303 378,727
Total<br> assets $ 14,219,760 $ 14,159,984
Liabilities and Equity
Current liabilities
Accounts payable $ 1,138,966 $ 1,017,238
Income taxes<br> payable 129,082 6,520
Accrued expenses 506,046 951,204
Current<br> maturities of long-term debt 46,452 57,334
Total<br> current liabilities 1,820,546 2,032,296
Long-term debt 3,014,358 3,013,241
Deferred income taxes 898,112 889,103
Other<br> liabilities 180,321 129,539
Total<br> liabilities 5,913,337 6,064,179
Commitments and contingencies
Redeemable noncontrolling<br> interests 186,205 181,503
Equity
Common stock 650 650
Treasury stock,<br> at cost (4,800,513 ) (4,459,513 )
Additional<br> paid-in capital 1,194,079 1,212,566
Retained earnings 11,940,621 11,375,765
Accumulated<br> other comprehensive income 1,800 889
Total<br> Steel Dynamics, Inc. equity 8,336,637 8,130,357
Noncontrolling<br> interests (216,419 ) (216,055 )
Total<br> equity 8,120,218 7,914,302
Total<br> liabilities and equity $ 14,219,760 $ 14,159,984

Steel Dynamics, Inc.

CONSOLIDATEDSTATEMENTS OF CASH FLOWS (UNAUDITED)

**(**inthousands)

Three Months<br> Ended
March 31,
2023 2022
Operating activities:
Net<br> income $ 644,333 $ 1,107,354
Adjustments<br> to reconcile net income to net cash provided by
operating<br> activities:
Depreciation<br> and amortization 107,694 87,546
Equity-based<br> compensation 16,078 16,519
Deferred<br> income taxes 9,008 2,632
Other<br> adjustments (10,006 ) 11,157
Changes<br> in certain assets and liabilities:
Accounts<br> receivable (70,922 ) (447,234 )
Inventories 141,112 14,315
Other<br> assets 7,842 19,402
Accounts<br> payable 117,312 (75,971 )
Income<br> taxes receivable/payable 189,247 341,905
Accrued<br> expenses (417,915 ) (258,657 )
Net<br> cash provided by operating activities 733,783 818,968
Investing activities:
Purchases<br> of property, plant and equipment (226,319 ) (159,330 )
Purchases<br> of short-term investments (356,777 ) -
Proceeds from<br> maturities of short-term investments 271,107 -
Investments<br> in unconsolidated affiliates - (222,480 )
Other<br> investing activities 2,343 410
Net<br> cash used in investing activities (309,646 ) (381,400 )
Financing activities:
Issuance of<br> current and long-term debt 393,910 319,779
Repayment<br> of current and long-term debt (405,279 ) (349,272 )
Dividends<br> paid (58,798 ) (50,699 )
Purchase of<br> treasury stock (353,997 ) (389,190 )
Other<br> financing activities (23,449 ) (22,527 )
Net<br> cash used in financing activities (447,613 ) (491,909 )
Decrease in cash, cash equivalents,<br> and restricted cash (23,476 ) (54,341 )
Cash, cash<br> equivalents, and restricted cash at beginning of period 1,633,919 1,249,369
Cash,<br> cash equivalents, and restricted cash at end of period $ 1,610,443 $ 1,195,028
Supplemental disclosure<br> information:
Cash<br> paid for interest $ 9,596 $ 9,168
Cash<br> paid for income taxes, net $ 4,703 $ 9,948

Steel Dynamics, Inc.

SUPPLEMENTALINFORMATION

**(**dollarsin thousands)

First Quarter
2023 2022 Q4 2022
External Net Sales
Steel $ 3,060,821 $ 3,762,496 $ 2,937,034
Steel Fabrication 868,768 929,981 1,089,979
Metals Recycling 583,468 579,625 463,282
Other 380,149 297,800 335,992
Consolidated<br> Net Sales $ 4,893,206 $ 5,569,902 $ 4,826,287
Operating Income
Steel $ 345,356 $ 1,166,945 $ 178,487
Steel Fabrication 551,313 466,916 681,904
Metals<br> Recycling 42,930 48,146 14,240
939,599 1,682,007 874,631
Non-cash amortization<br> of intangible assets (6,878 ) (7,162 ) (6,679 )
Profit sharing<br> expense (69,575 ) (128,469 ) (79,218 )
Non-segment<br> operations (27,786 ) (51,509 ) (29,686 )
Consolidated<br> Operating Income $ 835,360 $ 1,494,867 $ 759,048
Adjusted EBITDA
Net<br> income $ 644,333 $ 1,107,354 $ 639,011
Income<br> taxes 203,456 350,376 119,439
Net<br> interest expense (income) (3,470 ) 16,055 5,032
Depreciation 99,210 78,790 93,960
Amortization<br> of intangible assets 6,878 7,162 6,679
Noncontrolling<br> interest (a) (8,649 ) (3,272 ) (4,839 )
EBITDA 941,758 1,556,465 859,282
Non-cash<br> adjustments
Unrealized<br> (gains) losses (8,142 ) 300 8,361
Inventory<br> valuation 2,191 11,125 9,143
Equity-based<br> compensation 13,877 19,794 29,425
Adjusted<br> EBITDA $ 949,684 $ 1,587,684 $ 906,211
Other Operating<br> Information
Steel
Average<br> external sales price (Per ton) (b) $ 1,080 $ 1,561 $ 1,124
Average<br> ferrous cost (Per ton melted) (c) $ 413 $ 474 $ 414
Flat<br> Roll shipments
Butler,<br> Columbus, and Sinton 1,893,940 1,551,845 1,761,738
Steel<br> Processing divisions (d) 435,602 411,653 404,309
Long<br> Product shipments
Structural<br> and Rail Division 495,551 466,821 408,109
Engineered<br> Bar Products Division 231,723 226,053 206,035
Roanoke<br> Bar Division 157,024 143,619 126,346
Steel<br> of West Virginia 95,456 94,837 87,701
Total<br> Shipments (Tons) 3,309,296 2,894,828 2,994,238
External<br> Shipments (Tons) (b) 2,833,469 2,409,763 2,614,079
Steel<br> Mill Production (Tons) 2,939,032 2,508,184 2,681,597
Metals Recycling
Nonferrous<br> shipments (000's of pounds) 285,837 260,890 268,471
Ferrous<br> shipments (Gross tons) 1,452,821 1,265,222 1,357,706
External<br> ferrous shipments (Gross tons) 567,403 437,228 527,699
Steel Fabrication
Average<br> sales price (Per ton) $ 5,021 $ 4,424 $ 5,222
Shipments<br> (Tons) 173,021 210,237 208,956

(a)   Net of income tax expense (benefit) on noncontrolling interests

(b)   Represents all steel operations

(c)   Represents ferrous cost per ton melted at our electric arc furnace steel mills

(d)   Includes Heartland, The Techs, and United Steel Supply operations