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8-K - FORM 8-K - COMMERCIAL METALS Cod83054e8vk.htm
Exhibit 99.1
COMMERCIAL METALS COMPANY REPORTS INCOME OF $36.2 MILLION
OR $0.31 PER SHARE FOR THE THIRD QUARTER
     Irving, TX — June 21, 2011 — Commercial Metals Company (NYSE: CMC) today reported net income of $36.2 million or $0.31 per diluted share on net sales of $2.1 billion for the quarter ended May 31, 2011. This compares with a net loss of $8.8 million or $0.08 per diluted share on net sales of $1.8 billion for the third quarter last year. This year’s third quarter included after-tax LIFO expense of $3.9 million or $0.03 per diluted share compared with expense of $22 million or $0.20 per diluted share in last year’s third quarter.
     Net loss for the nine months ended May 31, 2011 was $9.3 million or $0.08 per diluted share on net sales of $5.7 billion. For the same period last year, the Company had a net loss of $213.3 million or $1.88 per diluted share on net sales of $4.5 billion. For the nine months ended May 31, 2011, after-tax LIFO expense was $43.8 million or $0.38 per diluted share compared with expense of $16 million or $0.14 per diluted share last year.
     Cash and short-term investments totaled $244 million as of May 31, 2011. There were no outstanding borrowings against the $400 million revolving credit line. Coverage ratio tests on our unused revolver and public debt were met.
General Conditions
     CMC Chairman and Chief Executive Officer Murray R. McClean said, “The economic improvements anticipated in last quarter’s outlook manifested itself in a turnaround from both the third quarter of last year and the second quarter of this year. Four of our five operating segments achieved profitability, and the remaining segment reduced its losses year over year. Our backlogs continue to grow at higher pricing. With falling scrap prices at quarter end, LIFO expense netted to a relatively modest number for the quarter. Improved operating performance gave us the confidence to move forward with an important regional acquisition of G.A.M. Steel Pty. Ltd., a leading distributor and processor of long products and plate based in Melbourne, Australia. This operation enhances our existing steel service capabilities in Australia.”
     President and Chief Operating Officer Joe Alvarado commented on the operational highlights for the quarter. “An increase in demand plus a seasonal pick up supported higher finished goods pricing and better margins for the Americas Mills segment. Prices stabilized within a range as we moved through the quarter, reducing margin pressure on the Americas Fabrication segment as evidenced by the reduction in losses quarter over quarter. On the international front, stronger than expected GDP growth in Poland of 4.4% for the first quarter of calendar 2011 resulted in higher operating rates, improved margins and improved profitability. Our technical teams continue to make progress in process improvements and cost reductions at CMC Sisak in Croatia, but the market for line pipe remains challenging.”
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(CMC Third Quarter Fiscal 2011 — Page 2)
Americas Recycling
     The Americas Recycling segment had an adjusted operating profit of $13.2 million (net of pre-tax LIFO expense of $2.6 million). The adjusted operating profit in the third quarter of last year was $14.2 million (net of pre-tax LIFO expense of $4.6 million). Ferrous scrap pricing was stable during the quarter, but higher than last year’s quarter on consistent domestic mill demand; export demand fell due to instability in the Middle East. Ferrous volumes were level with the prior year’s quarter as flooding in the Midwest constrained flow. Nonferrous margins increased on both price and volume improvements. The average ferrous scrap sales price for the third quarter was $354 per ton, a 16% increase over the prior year third quarter. Average nonferrous scrap pricing was $3,413 per ton, up 18% from the prior year. Shipments of ferrous scrap totaled 557 thousand tons compared to 562 thousand tons for the same period last year. Nonferrous scrap shipments totaled 67 thousand tons, 10% higher than last year’s quarter. The segment exported 6% of its ferrous scrap tonnage and 36% of its nonferrous scrap tonnage during the quarter.
Americas Mills
     Finished goods pricing outpaced ferrous scrap price, resulting in expanded metal margins in the third quarter of this year compared to both the second quarter of this year and the third quarter of last year. Mill conversion costs per ton were lower versus the prior year on higher operating rates. Shipment volumes were the highest of any quarter in the last three years, driven by seasonal pickups and continued strength in certain regional markets.
     The steel mills had an adjusted operating profit of $67.6 million compared to an adjusted operating profit of $12.8 million in the same quarter last year. The quarter had pre-tax LIFO income of $6.1 million compared to pre-tax LIFO expense of $21.7 million in last year’s third quarter. The metal margin for the quarter was $320 per ton, up from the second quarter’s margin of $289 per ton and last year’s third quarter of $280 per ton. The price of ferrous scrap consumed at the mills during the quarter increased $57 per ton compared to last year’s quarter, and average selling prices increased $97 per ton. Sales volumes were 637 thousand tons as compared to 606 thousand tons in the second quarter and 588 thousand tons in the prior year third quarter.
Americas Fabrication
     Mill prices to the downstream fabricating units stabilized during the quarter, allowing margins to recover modestly. As a result, amounts accrued for potential contract losses were released. Backlogs continued to grow in both tonnage and pricing. The overall market remains weak for fabricated steel with credit availability, state and federal funding capacity, and unemployment trends affecting the launch of new projects. The segment reported an adjusted operating loss of $14.7 million compared to last year’s third quarter adjusted operating loss of $24.5 million. The current quarter recorded pre-tax LIFO expense of $3.4 million compared to last year’s third quarter which had a pre-tax LIFO expense of $22.2 million. The composite average fabricating selling price was $839 per ton, 9% above last year’s third quarter price.
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(CMC Third Quarter Fiscal 2011 — Page 3)
International Mills
     The Polish economy grew at a GDP rate of 4.4% in the first quarter of calendar 2011. With very good domestic construction demand and a strong German merchant market, CMC Zawiercie (CMCZ) achieved its fifth consecutive quarterly adjusted operating profit. CMCZ had adjusted operating income of $22.6 million compared to income of $1.1 million in the third quarter of last year. Shipments totaled 425 thousand tons compared to 363 thousand tons in the prior year’s third quarter. The average selling price increased 30% to PLN 1,913 per ton compared to PLN 1,477 per ton for the same period last year on the strength of a better economy and an upgraded product line. The average metal margin per ton increased significantly to PLN 756 from PLN 481 in last year’s third quarter. Significant operational improvements at CMC Sisak resulted in an adjusted operating loss of $7.2 million compared to the prior year’s loss of $12.0 million and to the second quarter’s loss of $11.3 million.
International Marketing and Distribution
     The International Marketing and Distribution segment remained profitable in the third quarter, as it has for each of the last eight quarters. The segment achieved adjusted operating profit of $17.0 million compared to adjusted operating profit of $30.9 million in last year’s third quarter. The raw materials marketing operations led the segment in profitability. The domestic steel import business continued its turnaround with another good quarter. Australian results improved from the second quarter, which was affected by a cyclone and severe flooding; however, the Australian market remains soft. Our steel import operation is on LIFO; for the quarter it had pre-tax LIFO expense of $3.9 million compared to pre-tax LIFO income of $7.9 million in last year’s third quarter.
Outlook for Fourth Quarter
     McClean concluded, “The fourth quarter is normally a seasonally slower period and we would expect a similar trend in this quarter. While we expect it to be a profitable quarter, due to seasonality it will not be as strong as the third quarter. We remain focused on improving operational efficiency and translating the improvements to the bottom line.”
Conference Call
     CMC invites you to listen to a live broadcast of its third quarter 2011 conference call today, Tuesday, June 21, 2011, at 11:00 a.m. ET. The call will be hosted by Murray McClean, Chairman and CEO; Joe Alvarado, President and COO; and Barbara Smith, Senior Vice President and CFO, and can be accessed via our website at www.cmc.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.”
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(CMC Third Quarter Fiscal 2011 — Page 4)
     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 international markets.
Forward-Looking Statements
     This news release contains forward-looking statements regarding the outlook for the Company’s financial results including net earnings (loss), operating profit (loss), economic conditions, credit availability, product pricing and demand, currency valuation, production rates, interest rates, inventory levels, margins, acquisitions, construction and operation of new facilities and general market conditions. These forward-looking statements generally can be identified by phrases such as we, the company or its management “expects,” “anticipates,” “believes,” “estimates,” “intends,” “plans to,” “ought,” “could,” “will,” “should,” “likely,” “appears,” “projects,” “forecasts,” “outlook,” or other similar words or phrases. There are inherent risks and uncertainties in any forward-looking statements. Variances will occur and some could be materially different from our current opinion.
     Developments that could impact the Company’s expectations include the following: absence of global economic recovery or possible recession relapse; solvency of financial institutions and their ability or willingness to lend; success or failure of governmental efforts to stimulate the economy, including restoring credit availability and confidence in a recovery; continued sovereign debt problems within the euro zone and other foreign zones; customer non-compliance with contracts; construction activity or lack thereof; decisions by governments affecting the level of steel imports, including tariffs and duties; claims litigation and settlements; difficulties or delays in the execution of construction contracts resulting in cost overruns or contract disputes; unsuccessful or delayed implementation of new technology; 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; execution of cost minimization strategies; ability to retain key executives; court decisions and regulatory rulings; industry consolidation or changes in production capacity or utilization; global factors, including political and military uncertainties; currency fluctuations; interest rate changes; availability and pricing of raw material including scrap metal and energy, insurance and supply prices; passage of new, or interpretation of existing, environmental laws and regulations; severe weather, especially in Poland; and the pace of overall economic activity, particularly in China.
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(CMC Third Quarter Fiscal 2011 — Page 5)
                                 
    Three months ended     Nine months ended  
(Short Tons in Thousands)   5/31/11     5/31/10     5/31/11     5/31/10  
Americas Steel Mill Rebar Shipments
    312       335       913       814  
Americas Steel Mill Structural and Other Shipments
    325       253       902       793  
CMCZ Shipments
    425       363       1,095       1,000  
     
Total Mill Tons Shipped
    1,062       951       2,910       2,607  
 
                               
Americas Steel Mill Average FOB Selling Price (Total Sales)
  $ 705     $ 608     $ 658     $ 550  
Americas Steel Mill Average Cost Ferrous Scrap Utilized
  $ 385     $ 328     $ 357     $ 293  
Americas Steel Mill Metal Margin
  $ 320     $ 280     $ 301     $ 257  
Americas Steel Mill Average Ferrous Scrap Purchase Price
  $ 342     $ 302     $ 321     $ 258  
CMCZ Mill Average FOB Selling Price (Total Sales)
  $ 687     $ 493     $ 623     $ 448  
CMCZ Mill Average Cost Ferrous Scrap Utilized
  $ 416     $ 332     $ 381     $ 297  
CMCZ Mill Metal Margin
  $ 271     $ 161     $ 242     $ 151  
CMCZ Mill Average Ferrous Scrap Purchase Price
  $ 341     $ 285     $ 315     $ 250  
 
                               
Americas Fabrication Rebar Shipments
    217       230       607       591  
Americas Fabrication Structural and Post Shipments
    47       51       120       116  
     
Total Americas Fabrication Tons Shipped
    264       281       727       707  
 
                               
Americas Fabrication Average Selling Price (Excluding Stock and Buyout Sales)
  $ 839     $ 768     $ 798     $ 764  
 
                               
Americas Recycling Tons Shipped
    624       623       1,755       1,584  
BUSINESS SEGMENTS
(in thousands)
                                 
    Three months ended     Nine months ended  
    5/31/11     5/31/10     5/31/11     5/31/10  
Net Sales
                               
Americas Recycling
  $ 479,776     $ 398,071     $ 1,306,133     $ 954,208  
Americas Mills
    546,015       432,198       1,459,333       1,073,556  
Americas Fabrication
    328,450       326,089       868,173       820,850  
International Mills
    344,164       215,690       798,315       532,220  
International Marketing and Distribution
    646,427       641,093       1,915,008       1,743,390  
Corporate and Eliminations
    (268,268 )     (247,987 )     (696,152 )     (634,369 )
 
Total Net Sales
  $ 2,076,564     $ 1,765,154     $ 5,650,810     $ 4,489,855  
 
 
                               
Adjusted Operating Profit (Loss):
                               
Americas Recycling
  $ 13,194     $ 14,240     $ 32,251     $ 6,196  
Americas Mills
    71,050       14,544       116,138       (3,335 )
Americas Fabrication
    (14,737 )     (24,452 )     (86,311 )     (90,685 )
International Mills
    15,456       (10,885 )     412       (84,373 )
International Marketing and Distribution
    16,978       30,941       53,588       62,158  
Corporate and Eliminations
    (30,592 )     (11,872 )     (57,592 )     (40,075 )
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CMC Third Quarter Fiscal 2011 — Page 6)
COMMERCIAL METALS COMPANY
Condensed Consolidated Statements of Operations (Unaudited)

(in thousands except share and per share data)
                                 
    Three months ended     Nine months ended  
    5/31/11     5/31/10     5/31/11     5/31/10  
         
Net Sales
  $ 2,076,564     $ 1,765,154     $ 5,650,810     $ 4,489,855  
 
Costs and Expenses:
                               
Cost of Goods Sold
    1,861,125       1,645,250       5,205,197       4,253,574  
Selling, General and Administrative Expenses
    145,597       108,509       390,772       389,182  
Interest Expense
    18,254       18,184       54,857       57,871  
 
 
    2,024,976       1,771,943       5,650,826       4,700,627  
 
                               
Earnings (Loss) from Continuing Operations Before Taxes
    51,588       (6,789 )     (16 )     (210,772 )
Income Taxes (Benefit)
    14,493       3,952       8,688       (36,101 )
 
Earnings (Loss) from Continuing Operations
    37,095       (10,741 )     (8,704 )     (174,671 )
 
 
                               
Earnings (Loss) from Discontinued Operations Before Taxes
    (1,429 )     4,001       (782 )     (62,513 )
Income Taxes (Benefit)
    (554 )     1,723       (303 )     (24,117 )
 
Earnings (Loss) from Discontinued Operations
    (875 )     2,278       (479 )     (38,396 )
 
 
                               
Net Earnings (Loss)
    36,220       (8,463 )     (9,183 )     (213,067 )
Less Net Earnings Attributable to Noncontrolling Interests
    55       363       163       278  
 
Net Earnings (Loss) Attributable to CMC
  $ 36,165     $ (8,826 )   $ (9,346 )   $ (213,345 )
 
 
                               
Basic Earnings (Loss) per Share Attributable to CMC
                               
Earnings (Loss) from Continuing Operations
  $ 0.32     $ (0.10 )   $ (0.08 )   $ (1.54 )
Earnings (Loss) from Discontinued Operations
  $ (0.01 )   $ 0.02     $     $ (0.34 )
 
Net Earnings (Loss)
  $ 0.31     $ (0.08 )   $ (0.08 )   $ (1.88 )
 
                               
Diluted Earnings (Loss) per Share Attributable to CMC
                               
Earnings (Loss) from Continuing Operations
  $ 0.32     $ (0.10 )   $ (0.08 )   $ (1.54 )
Earnings (Loss) from Discontinued Operations
  $ (0.01 )   $ 0.02     $     $ (0.34 )
 
Net Earnings (Loss)
  $ 0.31     $ (0.08 )   $ (0.08 )   $ (1.88 )
 
Cash Dividends per Share
  $ 0.12     $ 0.12     $ 0.36     $ 0.36  
 
                               
Average Basic Shares Outstanding
    115,403,374       114,067,149       114,819,792       113,279,301  
Average Diluted Shares Outstanding
    116,360,755       114,067,149       114,819,792       113,279,301  
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(CMC Third Quarter Fiscal 2011 — Page 7)
COMMERCIAL METALS COMPANY
Condensed Consolidated Balance Sheets (Unaudited)

(in thousands)
                 
    May 31,     August 31,  
    2011     2010  
     
Assets:
               
Current Assets:
               
Cash and cash equivalents
  $ 243,562     $ 399,313  
Accounts receivable, net
    936,223       824,339  
Inventories
    889,464       674,680  
Other
    230,479       276,874  
 
Total Current Assets
    2,299,728       2,175,206  
 
               
Net Property, Plant and Equipment
    1,205,136       1,232,268  
 
               
Goodwill
    72,603       71,580  
 
               
Other Assets
    177,591       227,099  
 
 
  $ 3,755,058     $ 3,706,153  
 
 
               
Liabilities and Stockholders’ Equity:
               
Current Liabilities:
               
Accounts payable — trade
  $ 519,643     $ 504,388  
Accounts payable — documentary letters of credit
    171,892       226,633  
Accrued expenses and other payables
    376,812       324,897  
Commercial Paper
          10,000  
Notes payable
    8,372       6,453  
Current maturities of long-term debt
    38,246       30,588  
 
Total Current Liabilities
    1,114,965       1,102,959  
 
               
Deferred Income Taxes
    43,688       43,668  
Other Long-Term Liabilities
    118,378       108,870  
Long-Term Debt
    1,165,482       1,197,282  
 
               
Stockholders’ Equity Attributable to CMC
    1,312,325       1,250,736  
Stockholders’ Equity Attributable to Noncontrolling Interests
    220       2,638  
 
 
  $ 3,755,058     $ 3,706,153  
 
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(CMC Third Quarter Fiscal 2011 — Page 8)
COMMERCIAL METALS COMPANY
Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)
                 
    Nine months ended  
    5/31/11     5/31/10  
Cash Flows From (Used by) Operating Activities:
               
Net loss
  $ (9,183 )   $ (213,067 )
Adjustments to reconcile net earnings (loss) to cash from (used by) operating activities:
               
Depreciation and amortization
    120,810       128,393  
Recoveries on receivables, net
    (2,922 )     (1,831 )
Share-based compensation
    9,240       5,590  
Deferred income taxes
    1,357       (72,304 )
Tax benefits from stock plans
    (2,367 )     (3,204 )
Gain on sale of assets and other
    (1,569 )     (529 )
Write-down of inventory
    7,593       44,680  
Asset impairment
          32,613  
 
               
Changes in Operating Assets and Liabilities, Net of Acquisitions:
               
Increase in accounts receivable
    (141,636 )     (107,275 )
Accounts receivable sold, net
    49,890       29,322  
Increase in inventories
    (202,995 )     (41,880 )
Decrease in other assets
    60,100       13,851  
Increase in accounts payable, accrued expenses, other payables and income taxes
    59,172       209,441  
Increase (decrease) in other long-term liabilities
    8,444       (6,305 )
 
Net Cash Flows From (Used by) Operating Activities
    (44,066 )     17,495  
 
               
Cash Flows From (Used by) Investing Activities:
               
Capital expenditures
    (51,539 )     (109,464 )
Proceeds from the sale of property, plant and equipment
    52,253       5,287  
Proceeds from the sale of equity method investments
    4,224        
Acquisitions, net of cash acquired
          (2,448 )
Increase in deposit for letters of credit
    (3,258 )     (27,238 )
 
Net Cash Flows From (Used By) Investing Activities
    1,680       (133,863 )
 
               
Cash Flows From (Used by) Financing Activities:
               
Decrease in documentary letters of credit
    (54,741 )     (32,884 )
Short-term borrowings, net change
    (8,253 )     61,317  
Repayments on long-term debt
    (23,473 )     (19,914 )
Proceeds from issuance of long-term debt
    1,463       22,437  
Stock issued under incentive and purchase plans
    10,062       10,355  
Cash dividends
    (41,313 )     (40,773 )
Purchase of non-controlling interests
    (3,980 )      
Tax benefits from stock plans
    2,367       3,204  
 
Net Cash Flows From (Used By) Financing Activities
    (117,868 )     3,742  
 
               
Effect of Exchange Rate Changes on Cash
    4,503       (3,347 )
 
 
Decrease in Cash and Cash Equivalents
    (155,751 )     (115,973 )
Cash and Cash Equivalents at Beginning of Year
    399,313       405,603  
 
Cash and Cash Equivalents at End of Period
  $ 243,562     $ 289,630  
 
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(CMC Third Quarter Fiscal 2011 — Page 9)
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.
Adjusted EBITDA:
Earnings before interest expense, income taxes, depreciation and amortization, and impairment charges.
Adjusted EBITDA is a non-GAAP liquidity measure. It excludes Commercial Metals Company’s largest recurring non-cash charge, depreciation and amortization, including impairment charges. 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. Adjusted EBITDA to interest is a covenant test in certain of the Company’s note agreements.
                 
    Three Months     Nine Months  
    Ended     Ended  
    5/31/11     5/31/11  
Net earnings (loss) attributable to CMC
  $ 36,165     $ (9,346 )
Interest expense
    18,254       54,857  
Income taxes
    13,939       8,385  
Depreciation and impairment charges
    39,179       120,810  
 
Adjusted EBITDA
  $ 107,537     $ 174,706  
 
Adjusted EBITDA to interest coverage for the quarter ended May 31, 2011:
     $107,537 / 18,254 = 5.9
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 May 31, 2011 to the nearest GAAP measure, stockholders’ equity:
         
Stockholders’ equity attributable to CMC
  $ 1,312,325  
Long-term debt
    1,165,482  
Deferred income taxes
    43,688  
 
Total capitalization
  $ 2,521,495  
Other Financial Information
Long-term debt to cap ratio as of May 31, 2011:
Debt divided by capitalization
     $1,165,482 / 2,521,495 = 46.2%
Total debt to cap plus short-term debt plus notes payable ratio as of May 31, 2011:
     (1,165,482 + 38,246 + 8,372) / (2,521,495 + 38,246 + 8,372) = 47.2%
Current ratio as of May 31, 2011:
Current assets divided by current liabilities
     $2,299,728 / 1,114,965 = 2.1
-(END)-
     
Contact:
  Debbie Okle
 
  Director, Public Relations
 
  214.689.4354