Earle M Jorgensen (NYSE:JOR)
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Earle M. Jorgensen Company (NYSE:JOR) ("EMJ"), a leading
distributor of metal bar and tubular products in North America, today
reported sales and earnings for its third fiscal quarter ended
December 30, 2005.
For the three months ended December 30, 2005, revenues increased
6.8% to $428.8 million, compared to $401.7 million for the three
months ended December 31, 2004. Volume for the third quarter of fiscal
2006 was approximately 195,000 tons, compared to approximately 185,000
tons shipped in the third quarter of fiscal 2005. Pretax income for
the third quarter of fiscal 2006 was $30.1 million, a 13-fold increase
over the third quarter of fiscal 2005 pretax income of $2.3 million.
Net income for the third quarter of fiscal 2006 was $18.2 million,
compared to net income of $4.5 million for the same period in fiscal
2005. EBITDA for the third quarter of fiscal 2006 was $47.0 million,
compared to $19.4 million in the same period in fiscal 2005. Third
quarter fiscal 2006 financial results include a pretax LIFO
(last-in-first-out) charge of $1.9 million versus a charge of $18.1
million for the same quarter last year, which is included in cost of
sales. Diluted earnings per share for the third quarter of fiscal 2006
was $0.35 per share, based on 52.5 million diluted weighted shares
outstanding, compared to diluted earnings per share of $0.29, based on
15.7 million diluted weighted shares outstanding for the third quarter
of fiscal 2005. The significant increase in the diluted weighted
shares outstanding in fiscal 2006 compared to fiscal 2005 is the
result of the shares issued in conjunction with our merger and
financial restructuring and initial public offering in April 2005. The
third quarter of fiscal 2006 results include a non-cash $0.6 million
mark-to-market adjustment to value our common stock obligation to our
retirement savings plan, based on the per share price of our common
stock at December 30, 2005. The mark-to-market adjustment was recorded
as a decrease in general and administrative expenses. Further, during
the third quarter of fiscal 2005, EMJ incurred $28.8 million of
certain expenses related to the financial restructuring and IPO,
including a $17.3 million non-cash charge for the initial valuation of
the special contribution to the stock bonus plan and a $6.3
termination fee to Kelso & Co.
For the nine months ended December 30, 2005, revenues increased
11.5% to $1,285.7 million from $1,152.6 million for the nine months
ended December 31, 2004. Volume for the first nine months of fiscal
2006 was approximately 586,000 tons, compared to approximately 572,000
tons in the same period in fiscal 2005. Pretax income for the first
nine months of fiscal 2006 was $91.2 million, a 118.2% increase over
pretax income of $41.8 million for the same period in fiscal 2005. Net
income for the first nine months of fiscal 2006 was $59.6 million, an
increase of 56.6% over $38.1 million during the same period in fiscal
2005. EBITDA for the first nine months of fiscal 2006 was $140.9
million, compared to $112.5 million during the first nine months of
fiscal 2005. The first nine months of fiscal 2006 financial results
include a pretax LIFO charge of $9.7 million versus a charge of $42.5
million for the same period last year, which is included in cost of
sales. Diluted earnings per share for the first nine months of fiscal
2006 was $1.18 per share, based on 50.7 million diluted weighted
shares outstanding, compared to diluted earnings per share of $2.10,
based on 15.5 million diluted weighted shares outstanding for the
third quarter of fiscal 2005. The first nine months of fiscal 2006
included a one-time IPO cash bonus of $8.5 million, partially offset
by a non-cash credit of $3.7 million to mark-to-market the value our
common stock obligation to our retirement savings plan, based on the
per share price of our common stock at December 30, 2005. The
mark-to-market adjustment was recorded as a decrease in general and
administrative expenses.
Maurice S. Nelson, Jr., EMJ's Chief Executive Officer, stated, "We
are very pleased with the strong results in the December quarter,
which historically has been our slowest quarter. EMJ's line items
shipped were the second highest quarterly total in company history. As
we noted last quarter, we have seen gradual improvement in gross
margin, which at 25.7% for the third quarter was 50 basis points
higher than the second quarter at 25.2%. In addition, we continue to
see a small amount of inflation in our inventory which resulted in a
$9.7 million LIFO charge in the first nine months of this year
compared to $42.5 million in the same period last year." Mr. Nelson
continued, "We continue to develop the business and are pursuing
strategies to strengthen our position in the marketplace. During the
third quarter of fiscal 2006 we made substantial progress on our new
Quebec City, Canada and Lafayette, Louisiana facilities. Quebec City
began operations in January and we expect to begin operations in
Lafayette in March. In each case these facilities will increase the
service levels to our customers and those markets in which they serve.
We have seen our locations that serve energy-related customers
continue to have very solid performances with record-level volumes."
Our revolving line of credit facility decreased $13.3 million
during our third quarter of fiscal 2006 to $29.3 million from $42.6
million at September 28, 2005, while the balance at March 31, 2005 was
$16.9 million. At December 30, 2005, we had $257.1 million available
under our revolving line of credit facility. Largely, as a result of
our increased investments in new and expanded facilities, we currently
expect our capital expenditures for fiscal 2006 to be approximately
$33 million. Our Board has approved a new capital budget of $18.7
million for fiscal 2007. This 2007 budget includes expenditures for
the previously announced development of a new facility in Portland,
Oregon and significant expenditures for value-added processing
equipment purchases throughout EMJ.
We expect business to improve during our historically strong March
quarter with increased volumes and substantially unchanged pricing and
gross margin levels. As such, we currently expect revenue for our
fiscal fourth quarter ending March 31, 2006, to be in the range of
$480-$500 million, EBITDA to be within a range of $54-$59 million and
diluted earnings per share to be within a range of $0.48-$0.53, based
on approximately 53.0 million diluted weighted shares outstanding.
Full year totals for fiscal 2006 would be revenues in the range of
$1.77 billion to $1.79 billion, EBITDA in the range of $195 million to
$200 million, and diluted earnings per share in the range of $1.65 to
$1.70, based on approximately 52.0 million diluted weighted shares
outstanding.
On January 17, 2006 EMJ and Reliance Steel & Aluminum Co.
(NYSE:RS) ("Reliance") signed a definitive merger agreement pursuant
to which Reliance will acquire all outstanding shares of EMJ in a cash
and stock merger. A preliminary proxy statement/prospectus has been
filed with the Securities and Exchange Commission (the"SEC"), and both
parties made their filings under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, on January 20, 2006 with the
Federal Trade Commission and the Department of Justice. EMJ and
Reliance expect the transaction to close as early as the second
quarter of 2006, following approval from the EMJ stockholders and
regulatory clearance.
EMJ will conduct a conference call with industry analysts,
stockholders and other interested persons to discuss its third quarter
financial results for the quarter ended December 30, 2005, on February
8, 2006 at 11:00 a.m. Eastern time (8:00 a.m. Pacific time).
Investors, stockholders and other interested persons may access
the conference call by dialing 1-877-284-5014, reference code
#5176745. Please dial in ten minutes prior to the scheduled start
time. A replay of the call will be available two hours after the call
through February 12 by calling 1-800-642-1687 or 1-706-645-9291,
reference code #5176745. A replay of the webcast will be available on
EMJ's Web Site at www.emjmetals.com through March 15, 2006. To listen
to a replay of the webcast on EMJ's Web Site select "Investors" from
the menu at the top of the page and proceed to "Conference Calls and
Webcasts." A printed transcript will be posted on our Web Site as soon
as practicable after the completion of the call.
EMJ is one of the largest distributors of metal products in North
America with 39 service and processing centers. EMJ inventories more
than 25,000 different bar, tubing, plate, and various other metal
products, specializing in cold finished carbon and alloy bars,
mechanical tubing, stainless bars and shapes, aluminum bars, shapes
and tubes, and hot-rolled carbon and alloy bars.
EMJ Additional Information
Any forward-looking statements, as defined by the Private
Securities Litigation Reform Act of 1995, contained in this press
release are subject to risks, uncertainties and other factors, such as
the cyclicality of the metals industry and the industries that
purchase our products, fluctuations in metals prices, risks associated
with the implementation of new technology, general economic
conditions, competition in the metals service center industry, our
ability to satisfy our "on-time or free" delivery guarantee and risks
and uncertainties in connection with the proposed merger. Actual
events or results may differ materially from expectations due to these
risks, uncertainties and other factors. These factors and additional
information are included in EMJ's filings with the SEC. In particular,
we refer you to EMJ's Annual Report on Form 10-K for the fiscal year
ended March 31, 2005, filed with the Securities and Exchange
Commission on June 29, 2005. EMJ's SEC filings are available at
http://emjmetals.com. You should be aware that we do not plan to
update these forward-looking statements, whether as a result of new
information, future events, or otherwise unless required by law.
Additional Information Relating to the Proposed Merger and Where
to Find It.
Reliance and EMJ have filed a preliminary proxy
statement/prospectus with the SEC in connection with the proposed
transaction. Investors are urged to read the preliminary
prospectus/proxy statement and any other relevant documents filed or
to be filed by Reliance or EMJ, including the definitive proxy
statement/prospectus when available, because they contain or will
contain important information. The preliminary proxy
statement/prospectus is, and other documents filed by Reliance and EMJ
with the SEC are, available free of charge at the SEC's Web Site
(http://www.sec.gov). The proxy statement/prospectus and these other
documents may also be obtained, when available, free of charge from
Reliance at http://www.rsac.com and EMJ at http://www.emjmetals.com.
Stockholders should read the definitive proxy statement/prospectus
carefully when it becomes available before making a decision
concerning the merger. Neither this communication nor the proxy
statement/prospectus constitutes an offer to sell or the solicitation
of an offer to buy Reliance common stock in any jurisdiction outside
the United States where such offer or issuance would be prohibited -
such an offer or issuance will only be made in accordance with the
applicable laws of such jurisdiction.
Reliance, EMJ and their respective directors, executive officers,
and other employees may be deemed to be participating in the
solicitation of the proxies from EMJ stockholders in connection with
the approval of the proposed transaction. Information about Reliance's
directors and executive officers is available in Reliance's proxy
statement, as filed with the SEC on April 15, 2005, for its 2005
annual meeting of shareholders. Information about EMJ's directors and
executive officers is available in EMJ's proxy statement, as filed
with the SEC on July 21, 2005, for its 2005 annual meeting of
stockholders. Additional information about the interests of potential
participants is included in the preliminary proxy statement/prospectus
Reliance and EMJ filed with the SEC.
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Earle M. Jorgensen Company
Consolidated Statement of Operations
(In thousands, except per share information)
Three Months Ended
------------------------------------
December 30, 2005 December 31, 2004
----------------- -----------------
Revenues $428,818 100.0% $401,682 100.0%
Cost of sales 318,510 74.3% 293,932 73.2%
-------- --------
Gross profit 110,308 25.7% 107,750 26.8%
Expenses
---------------------------------
Warehouse and delivery 42,512 9.9% 39,964 9.9%
Selling 10,169 2.4% 9,662 2.4%
General and administrative 13,580 3.2% 41,720 10.4%
-------- --------
Total expenses 66,261 15.5% 91,346 22.7%
Income from operations 44,047 10.3% 16,404 4.1%
-------- --------
Interest (income) expense
---------------------------------
Interest expense 13,654 3.2% 13,783 3.4%
Amortization of debt issue
costs 329 0.1% 329 0.1%
Interest income (58) 0.0% (10) 0.0%
-------- --------
Interest expense, net 13,925 3.2% 14,102 3.5%
-------- --------
Income before income taxes 30,122 7.0% 2,302 0.6%
Income tax expense (benefit) 11,957 2.8% (2,217) -0.6%
-------- --------
Net income $ 18,165 4.2% $ 4,519 1.1%
-------- --------
-------- --------
Net income available to common
stockholders -- per share
Basic $ 0.36 $ 0.39
Diluted $ 0.35 $ 0.29
Weighted average number of
shares used in net income
available to stockhlders
-- per share
Basic 50,952 11,711
-------- --------
-------- --------
Diluted 52,534 15,739
-------- --------
-------- --------
Capital expenditures $ 12,798 $ 4,938
EBITDA(a) $ 46,959 $ 19,447
COLI impact included in EBITDA $ 5,008 $ 4,494
COLI impact on interest expense $ 6,488 $ 5,994
(a) EBITDA Reconciliation
---------------------------------
Net income $ 18,165 $ 4,519
Depreciation and amortization 2,912 3,043
Net interest expense 13,925 14,102
Provision (benefit) for income
taxes 11,957 (2,217)
-------- --------
EBITDA $ 46,959 $ 19,447
-------- --------
-------- --------
Nine Months Ended
----------------------------------------
December 30, 2005 December 31, 2004
------------------- -------------------
Revenues $1,285,706 100.0% $1,152,589 100.0%
Cost of sales 955,866 74.3% 828,735 71.9%
---------- ----------
Gross profit 329,840 25.7% 323,854 28.1%
Expenses
-----------------------------
Warehouse and delivery 122,765 9.5% 116,052 10.1%
Selling 29,744 2.3% 34,972 3.0%
General and administrative 44,719 3.5% 69,067 6.0%
---------- ----------
Total expenses 197,228 15.3% 220,091 19.1%
Income from operations 132,612 10.3% 103,763 9.0%
---------- ----------
Interest (income) expense
-----------------------------
Interest expense 40,579 3.2% 61,011 5.3%
Amortization of debt issue
costs 988 0.1% 989 0.1%
Interest income (154) 0.0% (24) 0.0%
---------- ----------
Interest expense, net 41,413 3.2% 61,976 5.4%
---------- ----------
Income before income taxes 91,199 7.1% 41,787 3.6%
Income tax expense
(benefit) 31,574 2.5% 3,713 0.3%
---------- ----------
Net income $ 59,625 4.6% $ 38,074 3.3%
---------- ----------
---------- ----------
Net income available to common
stockholders -- per share
Basic $ 1.22 $ 2.83
Diluted $ 1.18 $ 2.10
Weighted average number of
shares used in net income
available to stockhlders
-- per share
Basic 48,998 11,508
---------- ----------
---------- ----------
Diluted 50,714 15,536
---------- ----------
---------- ----------
Capital expenditures $ 24,392 $ 19,606
EBITDA(a) $ 140,866 $ 112,543
COLI impact included in
EBITDA $ 15,235 $ 12,943
COLI impact on interest
expense $ 18,511 $ 16,747
(a) EBITDA Reconciliation
-----------------------------
Net income $ 59,625 $ 38,074
Depreciation and amortization 8,254 8,780
Net interest expense 41,413 61,976
Provision (benefit) for
income taxes 31,574 3,713
---------- ----------
EBITDA $ 140,866 $ 112,543
---------- ----------
---------- ----------
(a) "EBITDA" represents net income before net interest expense,
provision for income taxes and depreciation and amortization.
Consistent with Item 10(e) of Regulation S-K promulgated under the
Securities Act, our EBITDA has not been adjusted to exclude any other
non-cash charges or liabilities, such as LIFO (last-in-first-out)
expenses of $1,905 and $18,100 and accruals for postretirement
benefits aggregating $212 and $211 for the three months ended December
30, 2005 and December 31, 2004, respectively, and LIFO
(last-in-first-out) expenses of $9,677 and $42,505 and accruals for
postretirement benefits aggregating $637 and $611 for the nine months
ended December 30, 2005 and December 31, 2004, respectively. We
believe EBITDA is useful to investors because it is frequently used by
securities analysts, investors and other interested parties in the
evaluation of EMJ's performance in our industry. Our management
believes that EBITDA is useful in evaluating our operating performance
between periods and compared to that of our competitors because the
calculation of EBITDA generally eliminates the effects of financing
and income taxes and the accounting effects of capital spending and
acquisitions, which items may vary between periods and for different
companies for reasons unrelated to overall operating performance. As a
result, our management uses EBITDA as a significant component when
measuring our performance in connection with determining incentive
compensation. EBITDA is not a recognized measure of operating income,
financial performance or liquidity under U.S. generally accepted
accounting principles. The items excluded from EBITDA are significant
components in understanding and assessing financial performance.
Therefore, while providing useful information, our EBITDA should not
be considered in isolation or as a substitute for consolidated
statement of operations and cash flows data prepared in accordance
with U.S. generally accepted accounting principles and should not be
construed as an indication of EMJ's operating performance or as a
measure of liquidity. In addition, it should be noted that companies
calculate EBITDA differently and, therefore, EBITDA as presented for
us may not be comparable to EBITDA reported by other companies.
Earle M. Jorgensen Company, Inc.
(In thousands)
Unaudited
As Reported Pro-Forma
December 30, March 31, March 31,
2005 2005 2005
------------ ------------ ----------
Cash $ 9,873 $ 19,994 $ 19,994
Accounts receivable, less
allowance for doubtful 176,814 177,298 177,298
Inventories 256,898 252,222 252,222
Net property, plant and
equipment, at cost 134,500 118,271 118,271
Total assets 657,769 658,841 658,841
Accounts payable 162,376 199,630 199,630
Accrued liabilities 49,318 104,699 93,511
Revolving credit facility 29,308 16,922 16,922
Other long-term debt, including
current portion 256,588 499,967 254,085
Other long-term liabilities 13,583 21,151 21,151
Total stockholders' equity
(deficit) 143,951 (186,173) 70,897
Total liabilities and
stockholders' equity (deficit) 657,769 658,841 658,841
For accounting purposes, the merger and financial restructuring
completed in April 2005 has been accounted for as a transfer of assets
and exchange of shares between entities under common control.
Specifically, the assets and liabilities of EMJ and Earle M. Jorgensen
Holding Company, Inc. ("Holding") have been combined at their
historical cost basis for all periods presented prior to the closing
of the merger and financial restructuring on April 20, 2005.
The pro-forma information above reflects the initial public
offering of common shares and the corresponding reduction in debt as a
result of the offering, as if the transaction had been completed prior
to the end of our fiscal year ended March 31, 2005.
EMJ's statement of operations has been adjusted, from prior
reporting periods, to reflect the interest expense of Holding,
dividends accrued on the Holding series A preferred stock, dividends
declared and paid-in-kind for the Holding series B preferred stock and
certain management fees charged to EMJ by Holding that were eliminated
in consolidation.
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Code (JORF)