Attached files

file filename
EX-99.1 - EX-99.1 - STEEL DYNAMICS INCa14-23790_1ex99d1.htm
EX-15.1 - EX-15.1 - STEEL DYNAMICS INCa14-23790_1ex15d1.htm
EX-23.1 - EX-23.1 - STEEL DYNAMICS INCa14-23790_1ex23d1.htm
8-K - 8-K - STEEL DYNAMICS INCa14-23790_18k.htm

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

On September 16, 2014, Steel Dynamics, Inc. ( “Steel Dynamics”) completed the acquisition of Severstal Columbus, LLC (“Columbus”), which is a sheet steel mini-mill located in Columbus, Mississippi (the “Acquisition”).  The Acquisition was completed pursuant to a Membership Interest Purchase Agreement, dated as of July 18, 2014, by and among Severstal Columbus Holdings, LLC (“Holdings”), Columbus and Steel Dynamics, whereby Steel Dynamics acquired all of Holdings’ membership interests in Columbus for a purchase price of $1.625 billion in cash, with customary transaction purchase price adjustments.  The Acquisition was funded with the September 9, 2014 issuance and sale of $700 million aggregate principal amount of 5.125% Senior Notes due 2021 (the “2021 Notes”) and $500 million aggregate principal amount of 5.500% Senior Notes due 2024 (the “2024 Notes”) and, together with the 2021 Notes, (the “Notes”), borrowings on Steel Dynamics’ revolving credit facility, and approximately $350 million of available cash.

 

The following unaudited pro forma condensed consolidated financial information is derived from and should be read in conjunction with historical financial statements and related notes of Steel Dynamics and Columbus.

 

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2014, and the unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2014, and the year ended December 31, 2013, are presented herein. The unaudited pro forma condensed consolidated balance sheet gives effect to the Acquisition as if it had occurred on June 30, 2014, and combines the historical balance sheets of Steel Dynamics and Columbus as of June 30, 2014. The unaudited pro forma condensed consolidated statement of income for the six months ended June 30, 2014, gives effect to the Acquisition as if it had occurred on January 1, 2014, and combines the historical consolidated statements of income of Steel Dynamics and Columbus for the six months ended June 30, 2014. The unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2013, gives effect to the Acquisition as if it had occurred on January 1, 2013, and combines the historical consolidated statements of income of Steel Dynamics and Columbus for the year ended December 31, 2013.

 

The historical financial statements have been adjusted to give effect to pro forma items that are (i) directly attributable to the Acquisition and related financing and (ii) factually supportable. The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of what the actual combined financial position or results of operations would have been had the Acquisition and financing been completed on the dates indicated or what such financial position or results would be for future periods.

 

The unaudited pro forma condensed consolidated financial statements were prepared using the acquisition method of accounting to account for the Acquisition. Accordingly, Steel Dynamics has adjusted the historical consolidated financial information to give effect to the estimated consideration to be issued in connection with the Acquisition and the estimated financing. In the unaudited pro forma condensed consolidated financial statements, Steel Dynamics’ cost to acquire Columbus has been allocated to the assets acquired and the liabilities assumed based upon management’s preliminary estimate of their respective fair values. The excess, if any, of the fair value of the consideration issued over the fair value of the identifiable assets acquired and liabilities assumed will be recorded as goodwill. The amounts allocated to the identifiable assets acquired and liabilities assumed in the unaudited pro forma condensed consolidated financial information are based upon management’s preliminary valuation estimates. Definitive allocations will be finalized based on certain valuations and other studies that will be performed and finalized by Steel Dynamics. Accordingly, the purchase price allocation adjustments and related depreciation and amortization reflected in the unaudited pro forma condensed consolidated financial statements are preliminary, have been made solely for the purpose of preparing these pro forma statements and are subject to revision based on a final determination of fair value, and such revisions could have a material effect on the accompanying unaudited pro forma condensed consolidated financial statements. In addition, the unaudited pro forma condensed consolidated financial information does not include any purchase price adjustments provided under the Acquisition Agreement.

 



 

The unaudited pro forma condensed consolidated statements of income do not include the impacts of any revenue, costs or other operating synergies that may result from the Acquisition or any restructuring costs. The unaudited pro forma condensed consolidated statements of income also do not reflect certain acquisition-related expenses incurred resulting from the Acquisition and related financing, as we consider them to be of a non-recurring nature.

 

Based on a preliminary review of Columbus’ significant accounting policies disclosed in their historical financial statements, the nature and amount of any adjustments to the historical financial statements of Columbus to conform their accounting policies to those of Steel Dynamics’ accounting policies are not expected to be significant. Further review of Columbus’ accounting policies and financial statements may result in required revisions to Columbus’ policies and classifications to conform to our accounting policies.

 

2



 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of June 30, 2014

(dollars in thousands)

 

 

 

Historical

 

 

 

 

 

 

 

 

Steel
Dynamics

 

Columbus

 

Acquisition

 

 

Pro Forma

 

Assets

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

Cash and equivalents

 

$

357,490

 

$

7,930

 

$

(350,000

)

a

$

15,420

 

Accounts receivable, net

 

910,796

 

192,815

 

(13,653

)

b

1,089,958

 

Inventories

 

1,320,871

 

304,303

 

17,700

 

c

1,642,874

 

Other current assets

 

41,029

 

2,928

 

 

 

43,957

 

Total current assets

 

2,630,186

 

507,976

 

(345,953

)

 

2,792,209

 

Property, plant and equipment, net

 

2,177,007

 

1,223,671

 

94,435

 

d,l

3,495,113

 

Restricted cash

 

18,460

 

 

 

 

18,460

 

Intangible assets, net

 

372,819

 

 

40,000

 

e

412,819

 

Goodwill

 

728,751

 

 

 

 

728,751

 

Other assets

 

57,979

 

7,135

 

18,750

 

f

83,864

 

Total assets

 

$

5,985,202

 

$

1,738,782

 

$

(192,768

)

 

$

7,531,216

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

440,691

 

$

246,737

 

$

(13,653

)

b

$

673,775

 

Income taxes payable

 

19,448

 

 

(8,880

)

g

10,568

 

Accrued expenses

 

191,323

 

15,992

 

(142

)

h

207,173

 

Current maturities of long-term debt

 

61,761

 

436

 

117,750

 

i

179,947

 

Total current liabilities

 

713,223

 

263,165

 

95,075

 

 

1,071,463

 

Long-term debt

 

 

 

 

 

 

 

 

 

 

Senior term loan

 

199,375

 

 

 

 

199,375

 

Senior notes

 

1,500,000

 

 

1,200,000

 

j

2,700,000

 

Other long-term debt

 

42,753

 

1,074,161

 

(1,073,537

)

h

43,377

 

Total long-term debt

 

1,742,128

 

1,074,161

 

126,463

 

 

2,942,752

 

Deferred income taxes

 

548,285

 

 

 

 

548,285

 

Other liabilities

 

22,356

 

36,268

 

(33,998

)

h,l

24,626

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

Redeemable noncontrolling interests

 

124,180

 

 

 

 

124,180

 

Equity

 

 

 

 

 

 

 

 

 

 

Common stock voting

 

647

 

 

 

 

647

 

Treasury stock, at cost

 

(398,818

)

 

 

 

(398,818

)

Additional paid-in capital

 

1,058,921

 

1,414,407

 

(1,414,407

)

k

1,058,921

 

Retained earnings

 

2,237,147

 

(1,049,219

)

1,034,099

 

k

2,222,027

 

Total Steel Dynamics, Inc. equity

 

2,897,897

 

365,188

 

(380,308

)

 

2,882,777

 

Noncontrolling interests

 

(62,867

)

 

 

 

(62,867

)

Total equity

 

2,835,030

 

365,188

 

(380,308

)

 

2,819,910

 

Total liabilities and equity

 

$

5,985,202

 

$

1,738,782

 

$

(192,768

)

 

$

7,531,216

 

 

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

 

3



 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Six Months Ended June 30, 2014

(dollars in thousands)

 

 

 

Historical

 

 

 

 

 

 

 

 

 

 

Steel
Dynamics

 

Columbus

 

Acquisition

 

 

Pro Forma

 

Net sales

 

$

3,899,843

 

$

1,139,634

 

$

(54,067

)

m

$

4,985,410

 

Costs of goods sold

 

3,513,768

 

1,016,795

 

(32,432

)

m,n,o

4,498,131

 

Gross profit

 

386,075

 

122,839

 

(21,635

)

 

487,279

 

Selling, general and administrative expenses

 

173,238

 

7,690

 

3,636

 

p,q

184,564

 

Operating income

 

212,837

 

115,149

 

(25,271

)

 

302,715

 

Interest expense, net of capitalized interest

 

60,619

 

32,743

 

1,147

 

r

94,509

 

Loss on early extinguishment of debt

 

 

46,423

 

(46,423

)

s

 

Other expense (income), net

 

(2,385

)

26

 

 

 

(2,359

)

Income before income taxes

 

154,603

 

35,957

 

20,005

 

 

210,565

 

Income taxes

 

54,564

 

173

 

20,533

 

t

75,270

 

Net income

 

100,039

 

35,784

 

(528

)

 

135,295

 

Net loss attributable to noncontrolling interests

 

10,843

 

 

 

 

10,843

 

Net income attributable to Steel Dynamics, Inc.

 

$

110,882

 

$

35,784

 

$

(528

)

 

$

146,438

 

Basic earnings per share attributable to Steel Dynamics, Inc. stockholders

 

$

0.49

 

 

 

 

 

 

$

0.65

 

Weighted average common shares outstanding

 

224,615

 

 

 

 

 

 

224,615

 

Diluted earnings per share attributable to Steel Dynamics, Inc. stockholders, including the effect of assumed conversions when dilutive

 

$

0.48

 

 

 

 

 

 

$

0.62

 

Weighted average common shares and share equivalents outstanding

 

241,721

 

 

 

 

 

 

241,721

 

Dividends declared per share

 

$

0.23

 

 

 

 

 

 

$

0.23

 

 

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

 

4



 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Year Ended December 31, 2013

(dollars in thousands, except per share data)

 

 

 

Historical

 

 

 

 

 

 

 

 

 

 

Steel
Dynamics

 

Columbus

 

Acquisition

 

 

Pro Forma

 

Net sales

 

$

7,372,924

 

$

1,938,571

 

$

(118,151

)

m

$

9,193,344

 

Costs of goods sold

 

6,653,780

 

1,839,955

 

(92,581

)

m,n,o

8,401,154

 

Gross profit

 

719,144

 

98,616

 

(25,570

)

 

792,190

 

Selling, general and administrative expenses

 

332,619

 

35,070

 

(7,452

)

p,q

360,237

 

Operating income

 

386,525

 

63,546

 

(18,118

)

 

431,953

 

Interest expense, net of capitalized interest

 

127,728

 

107,045

 

(39,266

)

r

195,507

 

Other expense (income), net

 

(4,033

)

(238

)

 

 

(4,271

)

Income (loss) before income taxes

 

262,830

 

(43,261

)

21,148

 

 

240,717

 

Income taxes

 

99,314

 

479

 

(8,882

)

t

90,911

 

Net income (loss)

 

163,516

 

(43,740

)

30,030

 

 

149,806

 

Net loss attributable to noncontrolling interests

 

25,798

 

 

 

 

25,798

 

Net income (loss) attributable to Steel Dynamics, Inc.

 

$

189,314

 

$

(43,740

)

$

30,030

 

 

$

175,604

 

Basic earnings per share attributable to Steel Dynamics, Inc. stockholders

 

$

0.86

 

 

 

 

 

 

$

0.79

 

Weighted average common shares outstanding

 

220,916

 

 

 

 

 

 

220,916

 

Diluted earnings per share attributable to Steel Dynamics, Inc. stockholders, including the effect of assumed conversions when dilutive

 

$

0.83

 

 

 

 

 

 

$

0.77

 

Weighted average common shares and share equivalents outstanding

 

238,996

 

 

 

 

 

 

238,996

 

Dividends declared per share

 

$

0.44

 

 

 

 

 

 

$

0.44

 

 

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

 

5



 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

 

1.                                      Sources and Uses of Funds

 

Set forth below are the estimated sources and uses of funds reflected in the Acquisition column.

 

 

 

Sources

 

 

 

Uses

 

Issuance and Sale of the Notes

 

$

1,200,000

 

Cash purchase price

 

$

1,625,000

 

Borrowing under Senior Secured Credit Facility

 

117,750

 

Acquisition fees and expenses

 

24,000

 

Cash on hand

 

350,000

 

Financing fees and expenses

 

18,750

 

 

 

$

1,667,750

 

 

 

$

1,667,750

 

 

2.                                      Purchase Price

 

The estimated purchase price, and allocation of the estimated purchase price discussed below are preliminary as the accounting for the Acquisition has not yet been completed. Under the acquisition method of accounting, the estimated cash purchase price as indicated above is allocated to the identifiable net tangible and intangible assets of Columbus based on their estimated fair values as of the date of the Acquisition. The purchase price in excess of the identifiable net assets acquired, if any, would be allocated to Goodwill. Management of Steel Dynamics has allocated the estimated cash purchase price based on preliminary estimates. The allocation of the estimated purchase price and the estimated useful lives associated with certain assets are as follows:

 

 

 

Amount

 

Estimated Useful Life

 

Net tangible assets acquired at book value

 

$

1,451,125

 

 

 

Inventory step-up

 

17,700

 

Two months

 

Property, plant and equipment step-up

 

116,175

 

12 years

 

Intangible assets—customer relationships

 

40,000

 

10 years

 

Estimated cash purchase price

 

$

1,625,000

 

 

 

 

Definitive allocation of the purchase price will be finalized based on certain valuations and other studies that will be performed by Steel Dynamics, with the assistance of outside valuation specialists. Accordingly, the purchase price allocation adjustments and related depreciation and amortization reflected in the foregoing unaudited pro forma condensed consolidated financial statements are preliminary, have been made solely for the purpose of preparing these statements and are subject to revision based on a final determination of fair value, and such revisions could have a material effect on the accompanying unaudited pro forma condensed consolidated financial statements. Such revisions could include changes to the fair value assigned to tangible or intangible assets acquired or liabilities assumed, or changes to the estimated useful lives assigned to tangible or intangible assets.

 

Inventory:  Steel Dynamics has estimated that the Acquisition date fair value of certain primarily in-process and finished goods inventories of Columbus will be higher than their respective book values in their historical financial statements.

 

Property, plant and equipment:  Steel Dynamics has estimated that the Acquisition date fair value of certain fixed assets of Columbus will be higher than their respective book values in their historical financial statements.

 

Identifiable intangible assets:  Steel Dynamics has estimated that an intangible asset related to underlying customer relationships with distributor networks, original equipment manufacturers and other customers of Columbus will exist at the Acquisition date. Steel Dynamics expects to amortize the fair value of customer relationships based on the pattern in which the economic benefits of this intangible asset will be consumed. Additionally, the customer relationships intangible asset will be tested for impairment whenever circumstances indicate that the carrying amount may not be recoverable. In the event that management of Steel Dynamics

 

6



 

determines that the value of the acquired customer relationships has become impaired, the company will incur an accounting charge for the amount of impairment during the period in which the amount is determined.

 

Goodwill:  Goodwill, if any, represents the excess of the purchase price over the fair value of the underlying identifiable net tangible and intangible assets. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 350, Intangibles—Goodwill and Other, goodwill would not be amortized but would be tested for impairment at least annually (more frequently if indicators of impairment are present). In the event that management of Steel Dynamics determines that the value of the goodwill has become impaired, the company will incur an accounting charge for the amount of impairment during the period in which the amount is determined.

 

3.                                      Pro Forma Adjustments

 

The pro forma adjustments included in the unaudited pro forma condensed consolidated balance sheet reflect:

 

a.                                      Payment of $350.0 million estimated cash purchase price from Steel Dynamics available cash.

 

b.                                      The elimination of intercompany accounts receivable and payable of $13.7 million.

 

c.                                       The estimated step-up in fair value of inventory of $17.7 million.

 

d.                                      The estimated step-up in fair value of property, plant and equipment of $116.1 million.

 

e.                                       The estimated fair value of identifiable intangible assets acquired of $40.0 million primarily for customer relationships.

 

f.                                        The estimated capitalized debt issuance costs of $18.8 million related to the issuance of the Notes.

 

g.                                       The estimated 37% tax benefit related to the $24.0 million in estimated acquisition-related expenses.

 

h.                                      The elimination of $142,000 in Columbus current accrued interest, $1.1 billion in Columbus long-term debt, and $12.3 million in Columbus non-current accrued interest not assumed in the acquisition.

 

i.                                          Assumed borrowings from the Steel Dynamics, Inc. Senior Secured Credit Facility of $117.8 million.

 

j.                                         The issuance and sale of $1.2 billion of Notes.

 

k.                                      The elimination of Columbus additional paid in capital of $1.4 billion and retained earnings deficit of $1.0 billion; and the $15.1 million in after tax effect of the $24.0 million in estimated acquisition-related expenses.

 

l.                                          The $21.7 million adjustment of Columbus deferred credits reflected in non-current other liabilities to fair value.

 

7



 

The pro forma adjustments included in the unaudited pro forma condensed statements of income reflect:

 

m.                                  The elimination of intercompany sales and cost of goods sold recognized during the respective periods for sales from Steel Dynamics to Columbus and from Columbus to Steel Dynamics of $54.1 million and $118.2 million for the six months ended June 30, 2014 and the year ended December 31, 2013, respectively. The impact of the elimination of intercompany profit in inventory is estimated to not be significant.

 

n.                                      The incremental cost of goods sold of $17.7 million for each of the six months ended June 30, 2014 and the year ended December 31, 2013, in relation to the step-up in fair value of inventory.

 

o.                                      The incremental depreciation expense of $3.9 million and $7.9 million for the six months ended June 30, 2014 and the year ended December 31, 2013, respectively, in relation to the step-up in fair value of property, plant and equipment.

 

p.                                      The inclusion of amortization expense of $3.6 million and $7.3 million for the six months ended June 30, 2014 and the year ended December 31, 2013, respectively, in relation to the acquired intangible assets.

 

q.                                      The elimination from Columbus selling, general and administrative expenses for the year ended December 31, 2013 of $14.7 million of corporate overhead charges allocated to Columbus by its parent. No such corporate overhead amounts were allocated to Columbus in the six months ended June 30, 2014.

 

r.                                         The elimination of interest expense related to Columbus debt not assumed; and the addition of assumed interest expense from the issuance of the Notes and assumed borrowings from the Steel Dynamics’ Senior Secured Credit Facility. Historic interest expense was eliminated in the amounts of $32.7 million and $107.0 million for the six months ended June 30, 2014 and the year ended December 31, 2013, respectively. Additional estimated interest expense is $33.9 million and $67.8 million for the six months ended June 30, 2014 and the year ended December 31, 2013, respectively, assuming average interest rates of approximately 5.0% for the Notes and the assumed amounts borrowed under the Steel Dynamics, Inc. Senior Secured Credit Facility.

 

s.                                        The elimination of $46.4 million of Columbus loss on early extinguishment of debt, not being assumed, for the six months ended June 30, 2014.

 

t.                                         Income taxes on Columbus income (loss) and the tax impact of adjustments, at a rate of 37% and 38% for the six months ended June 30, 2014 and the year ended December 31, 2013, respectively, for a total of tax expense of $20.5 million for the six months ended June 30, 2014, and a total tax benefit of $8.9 million for the year ended December 31, 2013.

 

8