STLD Steel Dynamics Inc

UNITED STATES

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) October 23, 2014 (October 20, 2014)

STEEL DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

7575 West 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On October 20, 2014, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Reports Third Quarter 2014 Diluted Earnings Per Share of $0.38.”

The full text of the press release, together with the exhibit thereto, is furnished herewith as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this report:

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.

2

Exhibit 99.1

Steel Dynamics Reports Third Quarter 2014 Diluted Earnings Per Share of $0.38

FORT WAYNE, INDIANA, October 20, 2014 / PRNewswire / Steel Dynamics, Inc. (NASDAQ/GS: STLD) today announced third quarter 2014 net sales of $2.3 billion and net income of $91 million, or $0.38 per diluted share, which includes the negative impact of approximately $0.09 per diluted share related to acquisition costs, financing fees, and the effect of purchase accounting adjustments for the Severstal Columbus, LLC acquisition that occurred mid-September. The acquisition and financing costs are reflected in the company’s consolidated income statement as other expense and the purchase accounting adjustments are reflected as additional costs of goods sold.  Excluding these charges, the company’s third quarter 2014 earnings would have been $0.47 per diluted share.

Comparatively, prior year third quarter net income was $57 million, or $0.25 per diluted share, on net sales of $1.9 billion; and sequential second quarter 2014 net income was $72 million, or $0.31 per diluted share, on net sales of $2.1 billion.

“We are very pleased with our operational and financial performance,” said Chief Executive Officer, Mark Millett. “Our consolidated operating income increased 43 percent to $189 million for the third quarter 2014, as compared to the second quarter.  During the third quarter, we achieved record volumes in fabrication and steel, even before including the results from our recent acquisition.  Despite the continued elevated levels of steel imports into the U.S., the strength of underlying demand, coupled with our market diversification and customer focus supported our record shipments, and we remain optimistic heading toward the end of the year.

“We also successfully completed the acquisition of the Columbus flat roll steel mill mid-September, adding one of the most technologically advanced steel mills in the U.S. to our portfolio.  The acquisition of Columbus represents a significant step in the continuation of our growth strategy.   It leverages our core strengths, further increasing value-added product and market diversification.  Once again, we enthusiastically welcome the Columbus employees and customers into the Steel Dynamics family, and look forward to working with them to drive future growth and success.”

Compared to the second quarter, operating income from the company’s steel operations increased 28 percent to $202 million for the third quarter 2014, driven by record quarterly shipments and improved metal spread.  Strong demand in automotive, manufacturing and energy markets supported volumes.   Growth in the nonresidential construction market also improved, as evidenced by record shipments of both structural and joist steel during the quarter.  Operating income from the company’s fabrication operations increased to $19 million in the third quarter 2014, more than double the amount achieved in the second quarter of this year.

For the company’s metals recycling operations, operating income decreased to $13 million in the third quarter 2014, as compared to $18 million in the sequential quarter.  Profitability was negatively impacted by lower nonferrous metals margins, which more than offset the increase in overall shipments.  Ferrous scrap availability and volumes improved sequentially.

Third Quarter Review

Third quarter 2014 shipments increased across all of the company’s operating platforms, as compared to the sequential quarter.  Operating income for the company’s steel operations increased 28 percent, as compared to the sequential quarter.  Excluding Columbus purchase accounting adjustments, operating income from steel operations increased approximately 37 percent, based on improved metal spreads and record total shipments.  The Structural and Rail and Engineered Bar Divisions each achieved record quarterly shipments,

with an increase of 8 percent in structural steel beams, 12 percent in rail, and 16 percent in engineered steel.  The average product selling price for the company’s steel operations increased $7 to $840 per ton.  The average ferrous scrap cost per ton melted decreased $8 to $356 per ton.

Third quarter operating income attributable to the company’s sheet steel operations increased 11 percent when compared to the sequential quarter, and operating income from long product operations increased 52 percent.  The company’s steel mill production utilization rate was 90 percent in the third quarter 2014, compared to 95 percent in the sequential quarter. The decrease in rate was a function of increased estimated capacity attributable to the SBQ expansion and the 4-day scheduled maintenance outage at the Butler Flat Roll Division, excluding the impact from these items utilization would have been consistent with the second quarter production rate.

Third quarter operating income from the company’s metals recycling operations decreased 29 percent, as the significant decrease in nonferrous metal spread more than offset the 13 percent increase in shipments, as compared to the sequential quarter.

Operating income for the company’s fabrication operations more than doubled, increasing from $8 million in the second quarter 2014 to $19 million for the third quarter, driven by record quarterly shipments based on both market share gain and overall demand improvement. Through August 2014, domestic steel joist shipments have increased 21 percent year-over-year, as reported by the Steel Joist Institute.   Order inquiries and project bookings remain strong, supporting the positive trend in the nonresidential construction market.

The financial performance of the company’s Minnesota operations improved in the third quarter 2014, resulting in the impact of losses on consolidated net income decreasing to $5 million, or $0.02 per diluted share, compared to $9 million, or $0.04 per diluted share recorded in the second quarter of this year.  Improvements in yield, volume and quality were achieved, and the company believes there will be further improvement, as the facilities continue to be operated on a consistent basis and further reductions in raw material costs are achieved.

In connection with the Columbus acquisition, during the third quarter 2014 the company issued $1.2 billion senior unsecured notes, comprised of a $700 million 5.125% seven-year tranche and $500 million 5.500% ten-year tranche.   The remainder of the $1.6 billion purchase price was paid with a combination of available cash and borrowings on the company’s revolving credit facility.  “We are pleased with the successful execution of the recent financing related to the Columbus acquisition,” stated Chief Financial Officer, Theresa Wagler.  “The team did a great job and accessed the high yield bond market at an opportune time, raising $1.2 billion at an attractive long term average interest rate of 5.28%.”

Year-to-Date Comparison

Year-to-date September 30, 2014, net income was $202 million, or $0.85 per diluted share, on net sales of $6.2 billion, as compared to net income of $135 million, or $0.59 per diluted share, on net sales of $5.5 billion for the prior year period.   Consolidated net sales increased 13 percent, primarily as a result of higher average steel pricing and improved shipments across the company’s operating platforms.  As compared to the prior year period, consolidated operating income increased $123 million, or 44 percent, primarily as a result of improved steel metal spread.  The average selling price for the company’s steel operations increased $48 per ton.  The average ferrous scrap cost per ton melted increased $15 per ton.

Outlook

“Looking ahead, we remain optimistic,” Millett said. “Despite recent broader global concerns, the U.S. economy is continuing to improve, inflation remains low and borrowing rates remain at historically attractive levels.   We continue to be the beneficiaries of strong end markets, such as automotive, manufacturing, transportation and energy. We also believe growth in the construction market will continue as evidenced by the increased demand for our construction-related steel products. With the Columbus acquisition, we gain geographic and product diversification in higher-growth markets in the southern U.S. and Mexico.  We believe our diversified offerings of value-added products delivered by our exceptional team, combined with

our unique operating culture, provides us a compelling advantage as we capitalize on the opportunities ahead.  Our organic growth projects and latent steel capacity, coupled with the acquisition of Columbus, and our belief that domestic steel consumption will continue to improve—all point toward meaningful growth opportunities for Steel Dynamics’ employees, customers and shareholders,” concluded Millett.

Summary Third Quarter Operating Segment Information

The following tables highlight operating results for each of the company’s primary operating platforms. References to operating income in the following paragraphs exclude profit-sharing expenses and amortization pertaining to intangible assets.  Dollar amounts are in thousands, excluding per ton data.

Steel Operations

This segment includes six electric-arc-furnace steel mills and related steel finishing and processing facilities (with The Techs), which includes the results of the Columbus flat roll steel mill from the date of acquisition on September 16, 2014.  The company’s steel operations produce flat-roll steel, structural steel, merchant bars, engineered special-bar-quality steel, rebar, rail, and specialty shapes.

Metals Recycling and Ferrous Resources Operations

This segment principally includes the company’s metals recycling operations (OmniSource Corporation), a liquid pig iron production facility (Iron Dynamics), and the company’s Minnesota iron producing operations. 

Steel Fabrication Operations

Steel fabrication operations include New Millennium Building Systems, which fabricates steel joists, trusses, and decking used in the construction of nonresidential buildings.

About Steel Dynamics, Inc.

Steel Dynamics, Inc. 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 annual sales of $7.4 billion in 2013, over 7,600 employees, and manufacturing facilities primarily located throughout the United States (including six steel mills, six steel processing facilities, two iron production facilities, over 90 metals recycling locations and six steel fabrication plants).

Forward-Looking Statement

This press release contains some predictive statements about future events, including statements related to conditions in the steel and metallic scrap markets, Steel Dynamics’ revenues, costs of purchased materials, future profitability and earnings, and the operation of new or existing facilities. These statements are intended to be made as “forward-looking,” subject to many risks and uncertainties, within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. 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) the effects of a recurrent slowing economy on industrial demand; (2) changes in economic conditions, either generally or in any of the steel or scrap-consuming sectors which affect demand for our products, including the strength of the non-residential and residential construction, automotive, appliance, and other steel-consuming industries; (3) fluctuations in the cost of key raw materials (including steel scrap, iron units, and energy costs) and our ability to pass-on any cost increases; (4) the impact of domestic and foreign import price competition; (5) risks and uncertainties involving product and/or technology development; and (6) occurrences of unexpected plant outages or equipment failures.

More specifically, we refer you to SDI’s 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, in our quarterly reports on Form 10-Q or in other reports which we from time to time file with the Securities and Exchange Commission. These are available publicly on the SEC website, www.sec.gov, and on the Steel Dynamics website, www.steeldynamics.com.

Conference Call and Webcast

On Tuesday, October 21, 2014, at 10:00 a.m. Eastern Time, Steel Dynamics will host a conference call with investors and analysts to discuss the company’s third quarter 2014 operating and financial results.  We invite you to listen to the live webcast of the conference call accessible from our website (http://www.steeldynamics.com), or via telephone (the conference call number may also be obtained on our website).   A replay of the discussion will be available on our website until 11:59 p.m. Eastern Time on October 28, 2014.  A podcast/MP3 file of the event will also be available and can be downloaded from our website.

Contact:  Marlene Owen, Director Investor Relations —+1.260.969.3500

Steel Dynamics, Inc.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share data)

Steel Dynamics, Inc.

UNAUDITED SUPPLEMENTAL OPERATING INFORMATION

(dollars in thousands)

(Note 1) Segment operating income (loss) excludes profit sharing expense.

Steel Dynamics, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands)

Note:  The company completed its acquisition of Severstal Columbus, LLC (Columbus) on September 16, 2014. The initial purchase price allocation is preliminarily and subject to adjustments based on final determination of fair value, asset lives, and amortization methods of the acquired assets, assumed liabilities and any identified intangible assets.

Steel Dynamics, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)