Attached files
file | filename |
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EX-99.1 - EX-99.1 - STEEL DYNAMICS INC | a14-23790_1ex99d1.htm |
EX-15.1 - EX-15.1 - STEEL DYNAMICS INC | a14-23790_1ex15d1.htm |
EX-23.1 - EX-23.1 - STEEL DYNAMICS INC | a14-23790_1ex23d1.htm |
8-K - 8-K - STEEL DYNAMICS INC | a14-23790_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 managements 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 managements 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.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of June 30, 2014
(dollars in thousands)
|
|
Historical |
|
|
|
|
|
| ||||||
|
|
Steel |
|
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
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Six Months Ended June 30, 2014
(dollars in thousands)
|
|
Historical |
|
|
|
|
|
|
|
| ||||
|
|
Steel |
|
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
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Year Ended December 31, 2013
(dollars in thousands, except per share data)
|
|
Historical |
|
|
|
|
|
|
|
| ||||
|
|
Steel |
|
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
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 assetscustomer 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
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, IntangiblesGoodwill 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.
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.