COMMERCIAL METALS COMPANY In the following discussion, references to "we," "us," "our" or the "Company" meanCommercial Metals Company ("CMC") and its consolidated subsidiaries, unless the context otherwise requires. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes thereto, which are included in this Quarterly Report on Form 10-Q (the "Form 10-Q"), and our consolidated financial statements and the notes thereto, which are included in our Annual Report on Form 10-K for the year endedAugust 31, 2020 (the "2020 Form 10-K"). This discussion contains or incorporates by reference "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts, but rather are based on expectations, estimates, assumptions and projections about our industry, business and future financial results, based on information available at the time this Form 10-Q was filed with theSecurities and Exchange Commission ("SEC") or, with respect to any document incorporated by reference, available at the time that such document was prepared. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those identified in the section entitled "Forward-Looking Statements" at the end of Item 2 of this Form 10-Q and in the sections entitled "Risk Factors" in Part I, Item 1A of our 2020 Form 10-K and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the period endedFebruary 28, 2021 . We do not undertake any obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or otherwise, except as required by law.
Any reference in this Form 10-Q to the "corresponding period" relates to the
three or nine month period ended
COVID-19 UPDATE
The impact of the COVID-19 pandemic ("COVID-19" or "pandemic") on our
operations, including supply chain disturbances, continued to subside during the
three months ended May 31, 2021 . Demand for our products in the end-use markets
we serve has increased during the three and nine months ended May 31, 2021
compared to the corresponding periods. We continue to evaluate the nature and
extent of future impacts of the evolving pandemic on our operations and are
complying with applicable state and local law and are taking into consideration
relevant guidance, including the guidelines of the U.S. Centers for Disease
Control and other authorities, to prioritize the health and safety of our
employees, families, suppliers, customers and communities. Given the dynamic and
uncertain nature and duration of the pandemic, we cannot reasonably estimate the
long-term impact of COVID-19 on our business, results of operations and overall
financial performance at this time.
CRITICAL ACCOUNTING POLICIES
There have been no material changes to our critical accounting policies as set
forth in Item 7, Management's Discussion and Analysis of Financial Condition and
Results of Operations, included in our 2020 Form 10-K.
RESULTS OF OPERATIONS SUMMARY
Business Overview
As a vertically integrated organization, we manufacture, recycle and fabricate
steel and metal products, related materials and services through a network
including seven electric arc furnace ("EAF") mini mills, two EAF micro mills, a
rerolling mill, steel fabrication and processing plants, construction-related
product warehouses, and metal recycling facilities in the U.S. and Poland . Our
operations are conducted through two reportable segments: North America and
Europe .
When considering our results for the period, we evaluate our operating
performance by comparing net sales, in the aggregate and for both of our
segments, in the current period to net sales in the corresponding period. In
doing so, we focus on changes in average selling price per ton and tons shipped
for each of our product categories as these are the two variables that typically
have the greatest impact on our results of operations. We group our products
into three categories: raw materials, steel products and downstream products.
Raw materials include ferrous and nonferrous scrap, steel products include
rebar, merchant and other steel products, such as billets and wire rod, and
downstream products include fabricated rebar and steel fence post.
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--------------------------------------------------------------------------------Key Performance Indicators
Adjusted EBITDA from continuing operations ("adjusted EBITDA") is used by
management to compare and evaluate the period-over-period underlying business
operational performance of our segments. Adjusted EBITDA is the sum of the
Company's earnings from continuing operations before interest expense, income
taxes, depreciation and amortization and impairment expense. Although there are
many factors that can impact a segment's adjusted EBITDA and, therefore, our
overall earnings, changes in metal margin of our steel products and downstream
products period-over-period is a consistent area of focus for our Company and
industry. Metal margin is a metric used by management to monitor the results of
our vertically integrated organization. For our steel products, metal margin is
the difference between the average selling price per ton of rebar, merchant and
other steel products and the cost of ferrous scrap per ton utilized by our steel
mills to produce these products. An increase or decrease in input costs can
impact profitability of these products when there is no corresponding change in
selling prices due to competitive pressures on prices. The metal margin for our
downstream products is the difference between the average selling price per ton
of fabricated rebar and steel fence post products and the scrap input costs to
produce these products. The majority of our downstream products selling prices
per ton are fixed at the beginning of a project and these projects last one to
two years on average. Because the selling price generally remains fixed over the
life of a project, changes in input costs over the life of the project can
significantly impact profitability.
Financial Results Overview
The following discussion of our results of operations is based on our continuing operations.
Three Months Ended May 31, Nine Months Ended May 31,
(in thousands, except per share data) 2021 2020 2021 2020
Net sales $ 1,845,041
130,408 64,169 260,552 210,520
Diluted earnings per share $ 1.07 $ 0.53 $ 2.14 $ 1.75
Net sales for the three and nine months ended May 31, 2021 increased $503.4
million , or 38%, and $631.8 million , or 16%, respectively, compared to the
corresponding periods. The growth in net sales is largely attributable to
increased demand across multiple product lines, which resulted in higher volumes
of raw materials in our North America segment and higher volumes of steel
products in both of our segments compared to the corresponding periods, which
were negatively impacted by COVID-19 restrictions. Additionally, net sales for
the three and nine months ended May 31, 2021 continued to be affected by rising
scrap prices, which have favorably impacted quarter-over-quarter and
year-over-year average selling prices for raw materials in our North America
segment and for steel products in both of our segments.
In the third quarter of 2021, we achieved earnings from continuing operations of
$130.4 million , an increase of $66.2 million , or 103%, compared to the
corresponding period, driven largely by increased volumes of raw materials and
steel products and expansion of raw materials margin per ton and steel products
metal margin per ton. Earnings from continuing operations in the nine months
ended May 31, 2021 increased $50.0 million , or 24%, year-over-year, due to
increased volumes and raw materials margin per ton in our North America segment
and higher volumes of steel products in both of our segments due to strong
demand in our end-use markets.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased$14.5 million and$17.0 million for the three and nine months endedMay 31, 2021 , respectively, compared to the corresponding periods. The increases were driven primarily by increases in labor-related expenses in the three and nine months endedMay 31, 2021 , offset by reduced travel-related expenses in the nine months endedMay 31, 2021 .
Interest Expense
Interest expense for the three and nine months endedMay 31, 2021 decreased$3.4 million and$7.6 million , respectively, compared to the corresponding periods. The decreases were driven in part by the lower interest rate on the 2031 Notes, which were outstanding during the three months endedMay 31, 2021 , compared to the interest rate on the 2026 Notes, which were outstanding during the corresponding period. This decrease was coupled with a reduction in long-term debt, due primarily to the early repayment of the Term Loan (as defined in Note 10, Credit Arrangements, to the consolidated financial statements in our 2020 Form 10-K) in the year endedAugust 31, 2020 . 23 --------------------------------------------------------------------------------
Income Taxes
The effective income tax rate from continuing operations for the three and nine months endedMay 31, 2021 was 22.6% and 23.7%, respectively, compared with 27.1% and 26.0% in the corresponding periods. The decreases are primarily due to a reduction of state income taxes combined with the effects of higher pre-tax earnings in the current year compared to the corresponding period. SEGMENT OPERATING DATA Unless otherwise indicated, all dollar amounts below are from continuing operations and calculated before income taxes. See Note 14, Business Segments, to our condensed consolidated financial statements for more information. The operational data presented in the tables below is calculated using averages and, therefore, it is not meaningful to quantify the effect that any individual component had on the segment's net sales or adjusted EBITDA.North America Three Months Ended May 31, Nine Months Ended May 31, (in thousands) 2021 2020 2021 2020 Net sales$ 1,558,068 $ 1,167,081 $ 4,010,567 $ 3,545,084 Adjusted EBITDA 207,330 159,394 534,576 486,957 External tons shipped (in thousands) Raw materials 368 288 1,000 929 Rebar 500 463 1,458 1,399 Merchant and other 289 211 821 685 Steel products 789 674 2,279 2,084 Downstream products 408 427 1,122 1,206 Average selling price (per ton) Steel products $ 794$ 624 $ 702$ 625 Downstream products 963 966 943 976 Cost of ferrous scrap utilized per ton $ 369
425 385 375 387
Net sales for the three and nine months ended May 31, 2021 increased $391.0
million , or 34%, and $465.5 million , or 13%, respectively, compared to the
corresponding periods. The year-over-year increases in net sales were primarily
due to increased demand in our end-use markets for steel products driven by
greater construction and industrial activity in the three months ended May 31,
2021 compared to the prior year, which was impacted by COVID-19 restrictions.
Additionally, rising scrap prices led to sharp per ton increases in raw
materials average selling prices in the three and nine months ended May 31,
2021 , and $170 and $77 per ton increases in steel products average selling
prices in the three and nine months ended May 31, 2021 , respectively, compared
to the corresponding periods. Average selling prices for downstream products,
however, do not reflect similar per ton increases, as such prices were largely
driven by projects that were contracted prior to the steep escalation of input
costs. Net sales included amortization benefit of $1.5 million and $4.5 million
for the three and nine months ended May 31, 2021 , respectively, and $4.4 million
and $18.7 million for the corresponding periods, respectively, related to the
acquired unfavorable contract backlog.
Adjusted EBITDA for the three and nine months ended May 31, 2021 increased $47.9
million , or 30%, and $47.6 million , or 10%, respectively, compared to the
corresponding periods. The year-over-year increase in adjusted EBITDA in the
three months ended May 31, 2021 was due primarily to expansion of raw materials
margin per ton and steel products metal margin per ton, coupled with an 80
thousand ton increase in raw materials shipped and a 115 thousand ton increase
in steel products shipped. During the nine months ended May 31, 2021 , shipments
of raw materials and steel products increased by 8% and 9%, respectively, and
raw materials margin per ton increased by 33% compared to the corresponding
period. These increases were partially offset by declines in shipments of
downstream products, driven in part by delays in domestic construction activity
due to heavy rainfall in several of our key markets during the three and nine
months ended May 31, 2021 compared to the
24
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corresponding periods. Adjusted EBITDA did not include the $1.5 million or $4.5
million benefit of the amortization of the acquired unfavorable contract backlog
reserve described above. Adjusted EBITDA included non-cash stock compensation
expense of $3.4 million and $10.5 million for the three and nine months ended
May 31, 2021 , respectively, and $2.9 million and $8.5 million for the
corresponding periods.
Europe
Three Months Ended May 31, Nine Months Ended May 31,
(in thousands) 2021 2020 2021 2020
Net sales $ 284,107 $ 173,817 $ 680,769 $ 519,285
Adjusted EBITDA 50,005 14,270 80,582 39,080
External tons shipped (in thousands)
Rebar 141 122 347 389
Merchant and other 263 252 807 703
Steel products 404 374 1,154 1,092
Average selling price (per ton)
Steel products $ 664 $
437 $ 552
Cost of ferrous scrap utilized per ton $ 376 $
239 $ 324
288 198 228 204
Net sales for the three and nine months ended May 31, 2021 increased $110.3
million , or 63%, and $161.5 million , or 31%, respectively, compared to the
corresponding periods. The increases were driven largely by growing demand for
steel products from both construction and industrial end markets and a continued
upturn in Central European manufacturing activity, along with increases in steel
products average selling prices of $227 and $103 per ton during the three and
nine months ended May 31, 2021 , respectively, compared to the corresponding
periods. Net sales for the three and nine months ended May 31, 2021 were also
impacted by favorable foreign currency translation adjustments of $22.6 million
and $35.6 million , respectively, due to the decrease in the average value of the
U.S. dollar relative to the Polish zloty.
Adjusted EBITDA for the three and nine months ended May 31, 2021 increased $35.7
million , or 250%, and $41.5 million , or 106%, respectively, as compared to the
corresponding periods. The primary driver of the increase in adjusted EBITDA was
an expansion in steel products metal margin per ton. During the third quarter of
2021, steel products metal margin per ton increased 45% compared to the third
quarter of 2020, contributing to a year-to-date increase in steel products metal
margin per ton of 12% during the nine months ended May 31, 2021 compared to the
corresponding period. Adjusted EBITDA for the three and nine months ended
May 31, 2021 included favorable foreign currency exchange rate impacts of $4.1
million and $5.1 million , respectively. Adjusted EBITDA included non-cash stock
compensation expense of $0.8 million and $2.2 million for the three and nine
months ended May 31, 2021 , respectively, and $0.3 million and $1.1 million for
the corresponding periods.
Corporate and Other
Corporate and Other reported adjusted EBITDA loss of $36.2 million and $108.7
million for the three and nine months ended May 31, 2021 , respectively, as
compared to adjusted EBITDA loss of $26.9 million and $81.7 million in the
corresponding periods. The primary reason for the increase in the year-to-date
adjusted EBITDA loss was the $16.8 million loss on debt extinguishment incurred
in the nine months ended May 31, 2021 , with no such cost in the corresponding
period. Additionally, adjusted EBITDA included non-cash stock compensation
expense of $9.6 million and $22.9 million for the three and nine months ended
May 31, 2021 , respectively, compared to $3.0 million and $12.4 million for the
corresponding periods, respectively. The increase in non-cash stock compensation
expense fluctuated in line with the increase in our stock price as of May 31,
2021 compared to the corresponding period.
25
--------------------------------------------------------------------------------LIQUIDITY AND CAPITAL RESOURCES
Sources of Liquidity and Capital Resources
Our cash flows from operating activities result primarily from the sale of steel, nonferrous metals and related products. We have a diverse and generally stable customer base, and regularly maintain a substantial amount of accounts receivable. We record allowances for the accounts receivable we estimate will not be collected based on market conditions, customers' financial condition, and other factors. Historically, these allowances have not been material. We use credit insurance internationally to mitigate the risk of customer insolvency. We estimate that the amount of credit-insured receivables (and those covered by export letters of credit) was approximately 15% of total trade receivables atMay 31, 2021 . We use futures or forward contracts to mitigate the risks from fluctuations in commodity prices, foreign currency exchange rates, interest rates and natural gas, electricity and other energy prices. See Note 9, Derivatives, for further information. The table below reflects our sources, facilities and available liquidity atMay 31, 2021 . See Note 8, Credit Arrangements, for additional information. (in thousands) Total Facility Availability Cash and cash equivalents$ 443,120 $ 443,120 Notes due from 2023 to 2031 930,000 * Revolver 400,000 396,958 U.S. accounts receivable facility 150,000 150,000 Poland credit facilities 68,258 66,314 Poland accounts receivable facility 60,067 25,706 Poland Term Loan 54,606 -
_________________
*We believe we have access to additional financing and refinancing, if needed.
Cash Flows Operating Activities Net cash flows from operating activities were$94.2 million for the nine months endedMay 31, 2021 compared to$531.8 million for the nine months endedMay 31, 2020 . Net earnings increased by$48.7 million year-over-year, offset by a$459.2 million year-over-year net increase in cash used by operating assets and liabilities ("working capital"). Rising scrap prices and greater inventory levels drove increases in both inventory and, to a lesser extent, accounts payable in the nine months endedMay 31, 2021 compared to the corresponding period, and higher average selling prices increased accounts receivable in the nine months endedMay 31, 2021 compared to the corresponding period. The increases in working capital were partially offset by an eleven day decrease in continuing operations operating working capital days year-over-year. Investing Activities Net cash flows used by investing activities were$104.0 million and$128.9 million for the nine months endedMay 31, 2021 and 2020, respectively. The$24.9 million decrease in net cash flows used by investing activities was primarily caused by changes in acquisition and disposition activity, which resulted in a$9.9 million year-over-year decline in acquisitions and an$11.8 million year-over-year increase in cash proceeds from the sale of property, plant and equipment and other in the nine months endedMay 31, 2021 compared to the corresponding period. We estimate that our 2021 capital spending will range from$200 million to$225 million . We regularly assess our capital spending based on current and expected results and the amount is subject to change. Financing Activities Net cash flows used by financing activities were$88.2 million and$132.7 million for the nine months endedMay 31, 2021 and 2020, respectively. Net cash flows used by financing activities decreased as a result of net proceeds from accounts receivable facilities of$27.6 million in the nine months endedMay 31, 2021 , compared to no such proceeds in the corresponding period, along with a reduction in net long-term debt repayments, which totaled$52.7 million in the nine months endedMay 31, 2021 compared to$87.9 million in the corresponding period. Partially offsetting these reductions in net cash flows used by financing activities, we paid$13.1 million of debt extinguishment costs related to our early retirement of the 2026 Notes in the nine months endedMay 31, 2021 . 26 -------------------------------------------------------------------------------- Our cash and cash equivalents position remains strong at$443.1 million as ofMay 31, 2021 . We anticipate our current cash balances, cash flows from operations and our available sources of liquidity will be sufficient to meet our cash requirements for the next twelve months. However, in the event of a sustained market deterioration, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions. CONTRACTUAL OBLIGATIONS Our contractual obligations atMay 31, 2021 increased by approximately$72.5 million fromAugust 31, 2020 , primarily due to an increase in purchase obligations and advance payments outstanding under thePoland accounts receivable facility, offset by a decrease in long-term debt and interest payable. Our estimated contractual obligations for the twelve months endingMay 31, 2022 are approximately$614.5 million and primarily consist of expenditures incurred in connection with normal business operations.
Other Commercial Commitments
We maintain stand-by letters of credit to provide support for certain transactions that governmental agencies, our insurance providers and suppliers request. AtMay 31, 2021 , we had committed$24.8 million under these arrangements, of which$3.0 million reduced availability under the Revolver. OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that may have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. CONTINGENCIES
In the ordinary course of conducting our business, we become involved in
litigation, administrative proceedings and governmental investigations,
including environmental matters. We may incur settlements, fines, penalties or
judgments because of some of these matters. Liabilities and costs associated
with litigation-related loss contingencies require estimates and judgments based
on our knowledge of the facts and circumstances surrounding each matter and the
advice of our legal counsel. We record liabilities for litigation-related losses
when a loss is probable and we can reasonably estimate the amount of the loss.
We evaluate the measurement of recorded liabilities each reporting period based
on the current facts and circumstances specific to each matter. The ultimate
losses incurred upon final resolution of litigation-related loss contingencies
may differ materially from the estimated liability recorded at a particular
balance sheet date. Changes in estimates are recorded in earnings in the period
in which such changes occur. We do not believe that any currently pending legal
proceedings to which we are a party will have a material adverse effect,
individually or in the aggregate, on our results of operations, cash flows or
financial condition. See Note 13, Commitments and Contingencies, for more
information.
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--------------------------------------------------------------------------------FORWARD-LOOKING STATEMENTS
This Form 10-Q contains or incorporates by reference a number of "forward-looking statements" within the meaning of the federal securities laws with respect to general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and organic growth provided by acquisitions and strategic investments, demand for our products, metal margins, the effect of COVID-19 and related governmental and economic responses thereto, the ability to operate our steel mills at full capacity, future availability and cost of supplies of raw materials and energy for our operations, share repurchases, legal proceedings, the undistributed earnings of our non-U.S. subsidiaries,U.S. non-residential construction activity, international trade, capital expenditures, our liquidity and our ability to satisfy future liquidity requirements, estimated contractual obligations and our expectations or beliefs concerning future events. The statements in this report that are not historical statements, are forward-looking statements. These forward-looking statements can generally be identified by phrases such as we or our management "expects," "anticipates," "believes," "estimates," "future," "intends," "may," "plans to," "ought," "could," "will," "should," "likely," "appears," "projects," "forecasts," "outlook" or other similar words or phrases, as well as by discussions of strategy, plans, or intentions. Our forward-looking statements are based on management's expectations and beliefs as of the time this Form 10-Q is filed with theSEC or, with respect to any document incorporated by reference, as of the time such document was prepared. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or any other changes. Important factors that could cause actual results to differ materially from our expectations include those described in Part I, Item 1A, Risk Factors, of our 2020 Form 10-K and Part II, Item 1A, Risk Factors of our Quarterly Report on Form 10-Q for the period endedFebruary 28, 2021 , as well as the following: •changes in economic conditions which affect demand for our products or construction activity generally, and the impact of such changes on the highly cyclical steel industry; •rapid and significant changes in the price of metals, potentially impairing our inventory values due to declines in commodity prices or reducing the profitability of our downstream contracts due to rising commodity pricing; •impacts from COVID-19 on the economy, demand for our products, global supply chain and on our operations, including the responses of governmental authorities to contain COVID-19 and the impact from the distribution of various COVID-19 vaccines; •excess capacity in our industry, particularly inChina , and product availability from competing steel mills and other steel suppliers including import quantities and pricing; •compliance with and changes in existing and future government laws, regulations and other legal requirements and judicial decisions that govern our business, including increased environmental regulations associated with climate change and greenhouse gas emissions; •involvement in various environmental matters that may result in fines, penalties or judgments; •potential limitations in our or our customers' abilities to access credit and non-compliance by our customers with our contracts; •activity in repurchasing shares of our common stock under our repurchase program; •financial covenants and restrictions on the operation of our business contained in agreements governing our debt; •our ability to successfully identify, consummate and integrate acquisitions, and the effects that acquisitions may have on our financial leverage; •risks associated with acquisitions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable antitrust legislation and other regulatory and third party consents and approvals; •operating and start-up risks, as well as market risks associated with the commissioning of new projects could prevent us from realizing anticipated benefits and could result in a loss of all or a substantial part of our investment; •lower than expected future levels of revenues and higher than expected future costs; •failure or inability to implement growth strategies in a timely manner; •impact of goodwill impairment charges; •impact of long-lived asset impairment charges; •currency fluctuations; 28
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•global factors, such as trade measures, military conflicts and political uncertainties, including the impact of the Biden administration on current trade regulations, such as Section 232 trade tariffs, tax legislation and other regulations which might adversely impact our business; •availability and pricing of electricity, electrodes and natural gas for mill operations; •ability to hire and retain key executives and other employees; •competition from other materials or from competitors that have a lower cost structure or access to greater financial resources; •information technology interruptions and breaches in security; •ability to make necessary capital expenditures; •availability and pricing of raw materials and other items over which we exert little influence, including scrap metal, energy and insurance; •unexpected equipment failures; •losses or limited potential gains due to hedging transactions; •litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks; •risk of injury or death to employees, customers or other visitors to our operations; and •civil unrest, protests and riots. You should refer to the "Risk Factors" disclosed in our periodic and current reports filed with theSEC for specific risks which would cause actual results to be significantly different from those expressed or implied by these forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause actual results, performance or our achievements, or industry results, to differ materially from historical results, any future results, or performance or achievements expressed or implied by such forward-looking statements. Accordingly, readers of this Form 10-Q are cautioned not to place undue reliance on any forward-looking statements.
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