NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1
– Nature of Operations
Founded in 1906, Schnitzer Steel Industries, Inc. (the “Company”), an Oregon corporation, is one of North America’s largest recyclers of ferrous and nonferrous scrap metal, including end-of-life vehicles, and a manufacturer of finished steel products.
The Company’s internal organizational and reporting structure includes
two
operating and reportable segments: the Auto and Metals Recycling (“AMR”) business and the Cascade Steel and Scrap (“CSS”) business.
AMR acquires and recycles ferrous and nonferrous scrap metal for sale to foreign and domestic metal producers, processors and brokers, and procures salvaged vehicles and sells serviceable used auto parts from these vehicles through a network of self-service auto parts stores. These auto parts stores also supply the Company’s shredding facilities with autobodies that are processed into saleable recycled scrap metal.
CSS operates a steel mini-mill that produces a range of finished steel long products using ferrous recycled scrap metal and other raw materials. CSS’s steel mill obtains substantially all of its scrap metal raw material requirements from its integrated metals recycling and joint venture operations. CSS’s metals recycling operations also sell recycled metal to external customers primarily in export markets.
As of
August 31, 2018
, all of the Company’s facilities were located in the United States (“U.S.”) and its territories and Canada.
Note 2
– Summary of Significant Accounting Policies
Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company and its majority-owned and wholly-owned subsidiaries. The equity method of accounting is used for investments in joint ventures over which the Company has significant influence but does not have effective control. The cost method of accounting is used for investments in entities over which the Company is not able to exercise significant influence. All significant intercompany account balances, transactions, profits and losses have been eliminated. All transactions and relationships with potential variable interest entities are evaluated to determine whether the Company is the primary beneficiary of the entities, therefore requiring consolidation. The Company does not have any variable interest entities requiring consolidation.
Accounting Changes
In July 2015, an accounting standards update was issued that requires an entity to measure certain types of inventory, including inventory that is measured using the first-in, first out (“FIFO”) or average cost method, at the lower of cost and net realizable value. The accounting standard in effect at the time of issuance of the update required an entity to measure inventory at the lower of cost or market, whereby market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The amendments do not apply to inventory that is measured using the last-in, first-out (“LIFO”) or retail inventory method. The Company adopted the new requirement, which it applied prospectively, as of the beginning of the first quarter of fiscal 2018 with no impact to the Consolidated Financial Statements.
In March 2016, an accounting standards update was issued that amends several aspects of the accounting for share-based payments, including accounting for income taxes, forfeitures and statutory tax withholding requirements, and classification within the statement of cash flows. The Company adopted the new requirements as of the beginning of the first quarter of fiscal 2018 with no impact to the Consolidated Financial Statements, including no cumulative-effect adjustments to retained earnings, as of the date of adoption. On a prospective basis beginning with the date of adoption, the Company records all of the tax effects related to share-based payments through the income statement, subject to normal valuation allowance considerations, and all tax-related cash flows resulting from share-based payments are reported as operating activities in the statement of cash flows. Cash payments to taxing authorities made on behalf of Company employees for withheld shares are reported as financing activities in the statement of cash flows, consistent with the Company’s practice prior to adopting the new requirements. The Company has elected to continue the practice of estimating the forfeiture rate for the purpose of recognizing estimated compensation cost over the requisite service period.
In February 2018, an accounting standards update was issued that allows for a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (“Tax Act”) enacted on December 22, 2017. Stranded tax effects result from adjusting deferred tax liabilities and assets for the effect of a change in tax laws or rates to income from continuing operations, as required under existing accounting guidance, even in
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Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
situations in which the adjustments relate to income tax effects reported within AOCI. If an entity elects to reclassify the stranded tax effects of the Tax Act, the amount of that reclassification shall include the effect of the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts and related valuation allowances, if any, at the date of enactment of the Tax Act related to items remaining in AOCI, and other income tax effects of the Tax Act on items remaining in AOCI that an entity elects to reclassify. The Company early-adopted the foregoing accounting standards update in the second quarter of fiscal 2018 and elected to reclassify to retained earnings the effect of the change in the U.S. federal corporate income tax rate on items remaining in AOCI at the date of enactment of the Tax Act. The resulting aggregate reclassification from AOCI to retained earnings recorded in the second quarter of fiscal 2018 was
$1 million
, which is presented separately in the Consolidated Statements of Equity. Also see
Note 10
- Accumulated Other Comprehensive Loss for further detail.
In August 2018, an accounting standards update was issued that aligns the capitalization of implementation costs incurred in a cloud computing arrangement that is a service contract with the existing capitalization requirements for implementation costs incurred to develop or obtain internal-use software. The update requires the recognition of implementation costs for hosting services over the noncancellable term of the cloud computing arrangement plus any optional renewal periods that are reasonably certain to be exercised by the customer or in which exercise of the option is controlled by the service provider. The Company early-adopted the accounting standard update as of the beginning of the fourth quarter of fiscal 2018 with no impact to the Consolidated Financial Statements. The Company is applying the amendments prospectively to all arrangements entered into after adoption. The new requirement does not represent a substantial change from the Company’s accounting for implementation costs incurred in cloud computing arrangements prior to adoption.
Discontinued Operations
The results of discontinued operations are presented separately, net of tax, from the results of ongoing operations for all periods presented. The disposed components reflected in the results of discontinued operations during the periods presented consist of
six
auto parts stores for which the Company ceased operations in fiscal 2015. The expenses included in the results of discontinued operations are the direct operating expenses incurred by the disposed components that may be reasonably segregated from the costs of the ongoing operations of the Company. In fiscal 2016, the Company recorded impairment charges and accelerated depreciation of
$1 million
on the long-lived assets of discontinued auto parts stores. Impaired assets in fiscal 2016 consisted primarily of capital lease assets associated with the buildings on
two
leased properties.
Cash and Cash Equivalents
Cash and cash equivalents include short-term securities that are not restricted by third parties and have an original maturity date of
90
days or less. Included in accounts payable are book overdrafts representing outstanding checks in excess of funds on deposit of
$28 million
and
$21 million
as of
August 31, 2018 and 2017
, respectively.
Accounts Receivable, net
Accounts receivable represent amounts primarily due from customers on product and other sales. These accounts receivable, which are reduced by an allowance for doubtful accounts, are recorded at the invoiced amount and do not bear interest. The Company evaluates the collectibility of its accounts receivable based on a combination of factors, including whether sales were made pursuant to letters of credit or credit insurance is in place. In cases where management is aware of circumstances that may impair a customer’s ability to meet its financial obligations, management records a specific allowance against amounts due and reduces the receivable to the amount the Company believes will be collected. For all other customers, the Company maintains an allowance that considers the total receivables outstanding, historical collection rates and economic trends. Accounts are written off when all efforts to collect have been exhausted. The allowance for doubtful accounts was
$3 million
and
$2 million
as of
August 31, 2018 and 2017
, respectively.
Also included in accounts receivable are short-term advances to scrap metal suppliers used as a mechanism to acquire unprocessed scrap metal. The advances are generally repaid with scrap metal, as opposed to cash. Repayments of advances with scrap metal are treated as noncash operating activities in the Consolidated Statements of Cash Flows and totaled
$15 million
,
$12 million
and
$8 million
for the fiscal years ended August 31, 2018, 2017 and 2016, respectively.
Inventories
The Company’s inventories consist of processed and unprocessed scrap metal (ferrous, nonferrous, and nonferrous recovered joint products arising from the manufacturing process), semi-finished steel products (billets), finished steel products (primarily rebar, wire rod, and merchant bar), used and salvaged vehicles, and supplies. Inventories are stated at the lower of cost and net realizable value. The Company determines the cost of ferrous and nonferrous scrap metal inventories using the average cost method and capitalizes substantially all direct processing costs and yard costs into inventory. The Company allocates material and production costs to joint products using the gross margin method. AMR determines the cost of used and salvaged vehicle inventory at its auto
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Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
parts stores, which is reported within finished goods, based on the average price the Company pays for a vehicle and capitalizes the vehicle cost and substantially all production costs into inventory. CSS determines the cost of its semi-finished and finished steel product inventories based on average costs and capitalizes all direct and indirect costs of manufacturing into inventory. Indirect costs of manufacturing include general plant costs, maintenance and yard costs. The Company determines the cost of its supplies inventory using the average cost method and reduces the carrying value for losses due to obsolescence. The Company considers estimated future selling prices when determining the estimated net realizable value of its inventory. As the Company generally sells its recycled ferrous metal under contracts that provide for shipment within
30
to
60
days after the price is agreed, it utilizes the selling prices under committed contracts and sales orders for determining the estimated market price of quantities on hand that will be shipped under these contracts and sales orders.
The accounting process the Company uses to record scrap metal quantities relies on significant estimates. With respect to unprocessed scrap metal inventory, the Company relies on weighed quantities that are reduced by estimated amounts that are moved into production. This process utilizes estimated metal recoveries and yields that are based on historical trends. Over time, these estimates are reasonably reliable indicators of recycled scrap metal ultimately produced; however, actual recoveries and yields can vary depending on product quality, moisture content and the source of the unprocessed metal. If ultimate recoveries and yields are significantly different than estimated, the value of the inventory could be materially overstated or understated. To assist in validating the reasonableness of these estimates, the Company periodically reviews shrink factors and performs monthly physical inventories. Due to the inherent nature of the Company’s scrap metal inventories, including variations in product density, holding period and production processes utilized to manufacture the products, physical inventories will not necessarily detect all variances for scrap metal inventory such that estimates of quantities are required. To mitigate this risk, the Company adjusts its ferrous physical inventories when the volume of a commodity is low and a physical inventory count is deemed to more accurately estimate the remaining volume.
Property, Plant and Equipment, net
Property, plant and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, while routine repair and maintenance costs are expensed as incurred. Interest related to the construction of qualifying assets is capitalized as part of the construction costs and was not material to any of the periods presented. When assets are retired or sold, the related cost and accumulated depreciation are removed from the accounts and resulting gains or losses are generally included in operating expense. Gains and losses from sales of assets related to an exit activity are reported within restructuring charges and other exit-related activities in the Consolidated Statements of Operations. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets. Upon idling an asset, depreciation continues to be recorded. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining lease term.
As of
August 31, 2018
, the useful lives used for depreciation and amortization were as follows:
|
|
|
|
Useful Life
(in years)
|
Machinery and equipment
|
3 to 40
|
Land improvements
|
3 to 35
|
Buildings and leasehold improvements
|
5 to 40
|
Office equipment and other software licenses
|
3 to 10
|
Enterprise Resource Planning (“ERP”) systems
|
6 to 17
|
Prepaid Expenses
The Company’s prepaid expenses totaled
$22 million
and
$9 million
as of
August 31, 2018 and 2017
, respectively, and consisted primarily of prepaid insurance, prepaid services and deposits on capital purchases.
Other Assets
The Company’s other assets, exclusive of prepaid expenses, consist primarily of receivables from insurers, a cost method investment, debt issuance costs, and notes and other contractual receivables. Other assets are reported within either prepaid expenses and other current assets or other assets in the Consolidated Balance Sheets based on their expected use either during or beyond the current operating cycle of one year from the reporting date.
Receivables from insurers represent the portion of insured losses expected to be recovered from the Company’s insurance carriers. The receivable is recorded at an amount not to exceed the recorded loss and only if the terms of legally enforceable insurance contracts support that the insurance recovery will not be disputed and is deemed collectible. Receivables from insurers totaled
$36 million
and
$8 million
as of August 31, 2018 and 2017, respectively, with the increase in fiscal 2018 relating primarily to a
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/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
contingent loss recorded during the year in connection with lawsuits arising from a motor vehicle collision for which the Company has insurance coverage. See “Contingencies – Other” in
Note 8
– Commitments and Contingencies for further discussion of the contingent loss.
During fiscal 2017, the Company invested
$6 million
in a privately-held waste and recycling entity. The Company’s influence over the operating and financial policies of the entity is not significant and, thus, the investment is accounted for under the cost method. Under the cost method, the investment is carried at cost and adjusted only for other-than-temporary impairments, certain distributions, and additional investments. The investment is presented as part of AMR and reported within other assets in the Consolidated Balance Sheets. The Company does not hold any other cost-method investments. The carrying value of the investment was
$6 million
as of
August 31, 2018 and 2017
. As of
August 31, 2018
, the Company had not identified any events or changes in circumstances that may have a significant adverse effect on the fair value of the investment or indicators of other-than-temporary impairment.
Debt issuance costs consist primarily of costs incurred by the Company to enter into or modify its credit facilities. The Company reports deferred debt issuance costs within other assets in the Consolidated Balance Sheets and amortizes them to interest expense on a straight-line basis over the contractual term of the arrangement.
Notes and other contractual receivables consist primarily of advances to entities in the business of extracting scrap metal through demolition and other activities, as well as receivables from counterparties to sales of equipment assets and to legal settlements. Repayment of these advances to suppliers is in either cash or scrap metal. The Company performs periodic reviews of its notes and other contractual receivables to identify credit risks and to assess the overall collectibility of the receivables, which typically involves consideration of the value of collateral which in the case of advances to suppliers is generally in the form of scrap metal extracted from demolition and construction projects. A note or other contractual receivable is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the agreement. Once a note or other contractual receivable has been identified as impaired, it is measured based on the present value of payments expected to be received, discounted at the receivable’s contractual interest rate, or for arrangements that are solely dependent on collateral for repayment, the estimated fair value of the collateral less estimated costs to sell. If the carrying value of the receivable exceeds its recoverable amount, an impairment is recorded for the difference.
Assets Held for Sale
An asset is classified as held for sale upon meeting criteria specified in the accounting standards. An asset classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell with no further adjustments for depreciation. An impairment loss is recognized for any initial or subsequent write-down of the asset to its fair value less cost to sell. The Company generally determines fair value using Level 3 inputs under the fair value hierarchy consisting of information provided by brokers and other external sources along with management’s own assumptions. See the Asset Impairment Charges (Recoveries), net section of this Note below for tabular presentation of impairment charges recorded by the Company on assets held for sale during the periods presented, net of gains recognized from the subsequent sale of assets that had been classified as held for sale prior to being fully impaired. The Company did not have any assets held for sale as of
August 31, 2018 and 2017
.
Long-Lived Assets
The Company tests long-lived tangible and intangible assets for impairment at the asset group level, which is determined based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. For the Company’s metals recycling operations reported within AMR, an asset group generally consists of the regional shredding and export operation along with surrounding feeder yards. For regions with no shredding and export operations, each metals recycling yard is an asset group. For the Company’s auto parts operations, generally each auto parts store is an asset group. The combined steel manufacturing and metals recycling operations within CSS are a single asset group. The Company tests its asset groups for impairment when certain triggering events or changes in circumstances indicate that the carrying value of the asset group may be impaired. If the carrying value of the asset group is not recoverable because it exceeds the Company’s estimate of future undiscounted cash flows from the use and eventual disposition of the asset group, an impairment loss is recognized by the amount the carrying value exceeds its fair value, if any. The impairment loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group shall not reduce the carrying amount of that asset below its fair value. Fair value is determined primarily using the cost and market approaches. During fiscal 2016, the Company recorded impairment charges on long-lived asset groups associated with certain regional metals recycling operations and retail auto parts store locations.
With respect to individual long-lived assets, changes in circumstances may merit a change in the estimated useful lives or salvage values of the assets, which are accounted for prospectively in the period of change. For such assets, the useful life is shortened based on the Company’s plans to dispose of or abandon the asset before the end of its original useful life and depreciation is
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/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
accelerated beginning when that determination is made. During the years presented in this report, the Company recognized accelerated depreciation primarily due to shortening the useful lives of idled and decommissioned machinery and equipment assets. During fiscal 2018, the Company sold long-lived assets consisting primarily of machinery and equipment for which it had previously recorded accelerated depreciation.
See the Asset Impairment Charges (Recoveries), net section of this Note for tabular presentation of long-lived asset impairment charges (recoveries) and accelerated depreciation. Long-lived asset impairment charges (recoveries) and accelerated depreciation are reported in the Consolidated Statements of Operations within (1) other asset impairment charges (recoveries), net; (2) restructuring charges and other exit-related activities if related to a site closure not qualifying for discontinued operations reporting; or (3) loss from discontinued operations, if related to a component of the Company qualifying for discontinued operations reporting.
Investments in Joint Ventures
As of
August 31, 2018
, the Company had
two
50%
-owned joint venture interests which were accounted for under the equity method of accounting.
One
of the joint venture interests is presented as part of AMR operations, and
one
interest is presented as part of CSS operations. The joint ventures sell recycled scrap metal to AMR and to CSS at prices that approximate local market rates, which produces intercompany profit. This intercompany profit is eliminated while the products remain in inventory and is not recognized until the finished products are sold to third parties. As of
August 31, 2018
, the Company’s investments in equity method joint ventures have generated
$9 million
in cumulative undistributed earnings.
A loss in value of an investment in a joint venture is recognized when the decline is other than temporary. Management considers all available evidence to evaluate the realizable value of its investments including the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the joint venture business, and the Company’s intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value. Once management determines that an other-than-temporary impairment exists, the investment is written down to its fair value, which establishes a new cost basis. The Company determines fair value using Level 3 inputs under the fair value hierarchy using an income approach based on a discounted cash flow analysis. During fiscal
2017
and
2016
, the Company recorded impairment charges of
$1 million
and
$2 million
, respectively, related to its investments in joint ventures, which are reported within other asset impairment charges (recoveries), net in the Consolidated Statements of Operations.
During fiscal 2018, the Company declassified
two
of its
50%
joint venture interests from equity method classification as a result of the agreed-upon dissolution of the joint venture entities. The joint venture interests had previously been presented as part of AMR operations. Based on the Company’s claims to the net assets of the two joint venture entities and other consideration transferred in connection with the dissolutions, the Company recognized a gain of less than
$1 million
in fiscal 2018. During fiscal 2017, the Company sold
one
of its
50%
joint venture interests, presented as part of CSS operations, resulting in the recognition of a
$1 million
gain on the sale. The gains represent recoveries of impairments recorded against the investments in prior years and are reported within other asset impairment charges (recoveries), net.
During fiscal 2017,
one
of the Company’s joint venture interests sold real estate resulting in recognition of a
$6 million
gain by the joint venture,
$3 million
of which was attributable to the Company’s investment. The Company’s share of the gain is reported within (income) from joint ventures in the Consolidated Statements of Operations.
See
Note 15
- Related Party Transactions for further detail on transactions with joint ventures.
Asset Impairment Charges (Recoveries), net
The following asset impairment charges and subsequent recoveries, excluding goodwill impairment charges discussed below in this Note, were recorded in the Consolidated Statements of Operations (in thousands):
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/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31,
|
|
2018
|
|
2017
|
|
2016
|
Reported within other asset impairment charges (recoveries), net:
|
|
|
|
|
|
Auto and Metals Recycling
|
|
|
|
|
|
Long-lived assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,336
|
|
Accelerated depreciation
|
(1,040
|
)
|
|
—
|
|
|
6,208
|
|
Investments in joint ventures
|
(118
|
)
|
|
860
|
|
|
—
|
|
Assets held for sale
|
(642
|
)
|
|
(1,044
|
)
|
|
1,659
|
|
Other assets
|
867
|
|
|
—
|
|
|
1,208
|
|
Total Auto and Metals Recycling
|
(933
|
)
|
|
(184
|
)
|
|
16,411
|
|
Cascade Steel and Scrap
|
|
|
|
|
|
Accelerated depreciation
|
(88
|
)
|
|
401
|
|
|
—
|
|
Investments in joint ventures
|
—
|
|
|
(934
|
)
|
|
1,968
|
|
Supplies inventory
|
—
|
|
|
—
|
|
|
2,224
|
|
Total Cascade Steel and Scrap
|
(88
|
)
|
|
(533
|
)
|
|
4,192
|
|
Corporate - Other assets
|
—
|
|
|
—
|
|
|
79
|
|
|
(1,021
|
)
|
|
(717
|
)
|
|
20,682
|
|
Reported within restructuring charges and other exit-related activities:
|
|
|
|
|
|
Long-lived assets
|
—
|
|
|
—
|
|
|
468
|
|
Accelerated depreciation
|
—
|
|
|
96
|
|
|
630
|
|
Supplies inventory
|
—
|
|
|
—
|
|
|
1,047
|
|
Other assets
|
—
|
|
|
62
|
|
|
35
|
|
Exit-related gains
|
(1,000
|
)
|
|
(565
|
)
|
|
(1,337
|
)
|
|
(1,000
|
)
|
|
(407
|
)
|
|
843
|
|
Reported within discontinued operations:
|
|
|
|
|
|
Long-lived assets
|
—
|
|
|
—
|
|
|
673
|
|
Accelerated depreciation
|
—
|
|
|
—
|
|
|
274
|
|
|
—
|
|
|
—
|
|
|
947
|
|
Total
|
$
|
(2,021
|
)
|
|
$
|
(1,124
|
)
|
|
$
|
22,472
|
|
Goodwill and Other Intangible Assets, net
Goodwill represents the excess of the purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company evaluates goodwill for impairment annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Impairment of goodwill is tested at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (referred to as a ‘component’). A component of an operating segment is required to be identified as a reporting unit if the component is a business for which discrete financial information is available and segment management regularly reviews its operating results.
When testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, the Company is then required to perform the quantitative impairment test, otherwise no further analysis is required. The Company also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test.
Under the accounting guidance in effect for the Company prior to the third quarter of fiscal 2017, in the first step of the two-step quantitative impairment test, the fair value of a reporting unit was compared to its carrying value. If the carrying value of a reporting unit exceeded its fair value, the second step of the impairment test was performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit was allocated to all of the assets and liabilities of the reporting unit to determine
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/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
an implied goodwill value. If the carrying amount of the reporting unit’s goodwill exceeded the implied fair value of goodwill, an impairment loss was recognized in an amount equal to that excess.
As of the beginning of the third quarter of fiscal 2017, the Company adopted an accounting standard update that eliminates the second step of the two-step goodwill impairment test. Under the revised guidance, the Company applies a one-step quantitative test and records the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment.
When the Company is required to perform a quantitative goodwill impairment test, it estimates the fair value of its reporting units using an income approach based on the present value of expected future cash flows, including terminal value, utilizing a market-based weighted average cost of capital (“WACC”) determined separately for each reporting unit. The determination of fair value involves the use of significant estimates and assumptions, including revenue growth rates driven by future commodity prices and volume expectations, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates, discount rates, benefits associated with a taxable transaction and synergistic benefits available to market participants. In addition, to corroborate the reporting units’ valuation, the Company uses a market approach based on earnings multiple data and a reconciliation of the Company’s estimate of the aggregate fair value of the reporting units to the Company’s market capitalization, including consideration of a control premium. See
Note 6
- Goodwill and Other Intangible Assets, net for further detail including the recognition of a goodwill impairment charge of
$9 million
during fiscal
2016
. There were
no
goodwill impairment charges recognized in fiscal 2018 or 2017.
The Company tests indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine whether it is necessary to perform a quantitative impairment test. If the Company believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The Company did not record impairment charges on indefinite-lived intangible assets in any of the periods presented.
Acquisitions
The Company recognizes the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. Contingent purchase consideration is recorded at fair value at the date of acquisition. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. Within one year from the date of acquisition, the Company may update the value allocated to the assets acquired and liabilities assumed and the resulting goodwill balance as a result of information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Measuring assets and liabilities at fair value requires the Company to determine the price that would be paid by a third party market participant based on the highest and best use of the assets or interests acquired. Acquisition costs are expensed as incurred.
During fiscal 2018, the Company acquired certain assets of a metals recycling business in Columbus, Georgia. The acquisition was not material to the Company's financial position or results of operations. Pro forma operating results for this acquisition are not presented, since the aggregate results would not be significantly different than reported results. See
Note 6
- Goodwill and Other Intangible Assets, net for further details. The Company did not complete any acquisitions in fiscal 2017 and 2016.
Restructuring Charges
Restructuring charges consist of severance, contract termination and other restructuring-related costs. A liability for severance costs is typically recognized when the plan of termination has been communicated to the affected employees and is measured at its fair value at the communication date. Contract termination costs consist primarily of costs that will continue to be incurred under operating leases for their remaining terms without economic benefit to the Company. A liability for contract termination costs is recognized at the date the Company ceases using the rights conveyed by the lease contract and is measured at its fair value, which is determined based on the remaining contractual lease rentals reduced by estimated sublease rentals. A liability for other restructuring-related costs is measured at its fair value in the period in which the liability is incurred. See
Note 9
- Restructuring Charges and Other Exit-Related Activities for further detail.
Accrued Workers’ Compensation Costs
The Company is self-insured for the significant majority of workers’ compensation claims with exposure limited by various stop-loss insurance policies. The Company estimates the costs of workers’ compensation claims based on the nature of the injury incurred and on guidelines established by the applicable state. An accrual is recorded based upon the amount of unpaid claims as of the balance sheet date. Accrued amounts recorded for individual claims are reviewed periodically as treatment progresses and adjusted to reflect additional information that becomes available. The estimated cost of claims incurred but not reported is included
67
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
in the accrual. The Company accrued
$8 million
and
$10 million
for the estimated cost of unpaid workers’ compensation claims as of
August 31, 2018 and 2017
, respectively, which are included in other accrued liabilities in the Consolidated Balance Sheets.
Environmental Liabilities
The Company estimates future costs for known environmental remediation requirements and accrues for them on an undiscounted basis when it is probable that the Company has incurred a liability and the related costs can be reasonably estimated but the timing of incurring the estimated costs is unknown. The Company considers various factors when estimating its environmental liabilities. Adjustments to the liabilities are recorded to selling, general and administrative expense in the Consolidated Statements of Operations when additional information becomes available that affects the estimated costs to study or remediate any environmental issues or when expenditures are made for which liabilities were established. Legal costs incurred in connection with environmental contingencies are expensed as incurred.
When only a wide range of estimated amounts can be reasonably established and no other amount within the range is a better estimate than another, the low end of the range is recorded in the financial statements. In a number of cases, it is possible that the Company may receive reimbursement through insurance or from other potentially responsible parties for a site or matter. In these situations, recoveries of environmental remediation costs from other parties are recognized when the claim for recovery is either realized or realizable. The amounts recorded for environmental liabilities are reviewed periodically as assessment and remediation progresses at individual sites or for particular matters and adjusted to reflect additional information that becomes available. Due to evolving remediation technology, changing regulations, possible third party contributions, the subjective nature of the assumptions used and other factors, amounts accrued could vary significantly from amounts paid. See “Contingencies – Environmental” in
Note 8
– Commitments and Contingencies for further detail.
Loss Contingencies
The Company is subject to certain legal proceedings and contingencies in addition to those related to environmental liabilities discussed above in this Note, the outcomes of which are subject to significant uncertainty. The Company accrues for estimated losses if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company uses judgment and evaluates whether a loss contingency arising from litigation or an unasserted claim should be disclosed or recorded. The outcome of legal proceedings and other contingencies is inherently uncertain and often difficult to estimate. Accrued legal contingencies are reported within other accrued liabilities in the Consolidated Balance Sheets. Amounts accrued, net of corresponding receivables from insurers reported within other current assets in the Consolidated Balance Sheets, were not material as of August 31, 2018 and 2017. See “Contingencies – Other” in
Note 8
– Commitments and Contingencies for further detail.
Financial Instruments
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, and debt. The Company uses the market approach to value its financial assets and liabilities, determined using available market information. The net carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments. For long-term debt, which is primarily at variable interest rates, fair value is estimated using observable inputs (Level 2) and approximates its carrying value.
Fair Value Measurements
Fair value is measured using inputs from the
three
levels of the fair value hierarchy. Classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The
three
levels are described as follows:
|
|
•
|
Level 1
– Unadjusted quoted prices in active markets for identical assets and liabilities.
|
|
|
•
|
Level 2
– Inputs other than quoted prices included within Level 1 that are observable for the determination of the fair value of the asset or liability, either directly or indirectly.
|
|
|
•
|
Level 3
– Unobservable inputs that are significant to the determination of the fair value of the asset or liability.
|
When developing the fair value measurements, the Company uses quoted market prices whenever available or seeks to maximize the use of observable inputs and minimize the use of unobservable inputs when quoted market prices are not available.
Derivatives
Derivative contracts for commodities used in normal business operations that are settled by physical delivery, among other criteria, are eligible for and may be designated as normal purchases and normal sales. Contracts that qualify as normal purchases or normal sales are not marked-to-market. The Company does not use derivative instruments for trading or speculative purposes.
68
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Foreign Currency Translation and Transactions
Assets and liabilities of the Company’s operations in Canada are translated into U.S. dollars at the period-end exchange rate, revenues and expenses of these operations are translated into U.S. dollars at the average exchange rate for the period, and cash flows of these operations are translated into U.S. dollars using the exchange rates in effect at the time of the cash flows. Translation adjustments are not included in determining net income (loss) for the period, but are recorded in accumulated other comprehensive income (loss), a separate component of shareholders’ equity. Foreign currency transaction gains and losses are generated from the effects of exchange rate changes on transactions denominated in a currency other than the functional currency. Gains and losses on foreign currency transactions are generally included in determining net income (loss) for the period. The Company reports these gains and losses within other income, net in the Consolidated Statements of Operations. Net realized and unrealized foreign currency transaction gains and losses were not material for fiscal years
2018, 2017 and 2016
.
Common Stock
Each share of Class A and Class B common stock is entitled to
one
vote. Additionally, each share of Class B common stock may be converted to
one
share of Class A common stock. As such, the Company reserves
one
share of Class A common stock for each share of Class B common stock outstanding. There are currently no meaningful distinctions between the rights of holders of Class A shares and Class B shares.
Share Repurchases
The Company accounts for the repurchase of stock at par value. All shares repurchased are deemed retired. Upon retirement of the shares, the Company records the difference between the weighted average cost of such shares and the par value of the stock as an adjustment to additional paid-in capital, with the excess recorded to retained earnings when additional paid-in capital is not sufficient.
Revenue Recognition
The Company recognizes revenue when it has a contract or purchase order from a customer with a fixed or determinable price, the title and risk of loss transfer to the buyer, and collectibility is reasonably assured. Title for both recycled scrap metal and finished steel products transfers based on contract terms. Historically, almost all of the Company’s ferrous export sales are made with letters of credit, reducing credit risk. However, ferrous domestic sales, nonferrous sales and sales of finished steel products are generally made on open account. Nonferrous export sales typically require a deposit prior to shipment. All sales made on open account are evaluated for collectibility prior to revenue recognition. Additionally, the Company recognizes revenue on partially loaded shipments of ferrous recycled scrap metal when contractual terms support revenue recognition based on transfer of title and risk of loss. The Company reports revenue net of the payments made to the supplier of scrap metal when the supplier, and not the Company, is primarily responsible for fulfillment, including the acceptability of the products purchased by the customer. Retail auto parts revenue is recognized when the customer pays for the part. Historically, there have been very few sales returns and adjustments that impact the ultimate collection of revenues; therefore, no material provisions for returns have been made when sales are recognized. The Company presents taxes assessed by governmental authorities collected from customers on a net basis. Therefore, the taxes are excluded from revenues and are shown as a liability on the Consolidated Balance Sheets until remitted.
Freight Costs
The Company classifies shipping and handling costs billed to customers as revenue and the related costs incurred as a component of cost of goods sold.
Advertising Costs
The Company expenses advertising costs when incurred. Advertising expense was
$6 million
in fiscal 2018 and 2017, and
$5 million
in fiscal
2016
.
Share-Based Compensation
The Company recognizes compensation cost relating to share-based payment transactions with employees and non-employee directors over the vesting period, with the cost measured based on the grant-date fair value of the equity instruments issued, net of an estimated forfeiture rate. See
Note 12
– Share-Based Compensation for further detail.
Income Taxes
Income taxes are accounted for using the asset and liability method. This requires the recognition of taxes currently payable or refundable and the recognition of deferred tax assets and liabilities for the future tax consequences of events that are recognized in one reporting period on the Consolidated Financial Statements but in a different reporting period on the tax returns. Tax credits
69
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
are recognized as a reduction of income tax expense in the year the credit arises. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The Company assesses the realizability of its deferred tax assets on a quarterly basis through an analysis of potential sources of future taxable income, including prior year taxable income available to absorb a carryback of tax losses, reversals of existing taxable temporary differences, tax planning strategies, and forecasts of taxable income. The Company considers all negative and positive evidence, including the weight of the evidence, to determine if valuation allowances against deferred tax assets are required. Tax benefits arising from uncertain tax positions are recognized when it is more likely than not that the position will be sustained upon examination by the relevant tax authorities. The amount recognized in the financial statements is the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. See
Note 13
– Income Taxes for further detail.
Net Income (Loss) Per Share
Basic net income (loss) per share attributable to SSI is computed by dividing net income (loss) attributable to SSI by the weighted average number of outstanding common shares during the period presented including vested deferred stock units (“DSUs”) and restricted stock units (“RSUs”) meeting certain criteria. Diluted net income (loss) per share attributable to SSI is computed by dividing net income (loss) attributable to SSI by the weighted average number of common shares outstanding, assuming dilution. Potentially dilutive common shares include the assumed exercise of stock options and assumed vesting of performance share, RSU and DSU awards using the treasury stock method. Certain of the Company’s stock options and performance share and RSU awards were excluded from the calculation of diluted net income (loss) per share attributable to SSI because they were antidilutive; however, certain of these RSU and performance share awards could be dilutive in the future. Net income attributable to noncontrolling interests is deducted from income (loss) from continuing operations to arrive at income (loss) from continuing operations attributable to SSI for the purpose of calculating income (loss) per share from continuing operations attributable to SSI. Income (loss) per share from discontinued operations attributable to SSI is presented separately in the Consolidated Statements of Operations. See
Note 14
– Net Income (Loss) Per Share for further detail.
Use of Estimates
The preparation of the Company’s Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and reported amounts of revenue and expenses during the reporting period. Examples include revenue recognition; the allowance for doubtful accounts; estimates of contingencies, including environmental liabilities and other legal liabilities; goodwill, long-lived asset and indefinite-lived intangible asset valuation; valuation of equity method and cost method investments; valuation of certain share-based awards; other asset valuation; inventory measurement and valuation; pension plan assumptions; and the assessment of the valuation of deferred income taxes and income tax contingencies. Actual results may differ from estimated amounts.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable, and notes and other contractual receivables. The majority of cash and cash equivalents is maintained with major financial institutions. Balances with these and certain other institutions exceeded the Federal Deposit Insurance Corporation insured amount of
$250,000
as of
August 31, 2018
. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically diverse customers make up the Company’s customer base. The Company controls credit risk through credit approvals, credit limits, credit insurance, letters of credit or other collateral, cash deposits and monitoring procedures. The Company is exposed to a residual credit risk with respect to open letters of credit by virtue of the possibility of the failure of a bank providing a letter of credit. The Company had
$58 million
and
$48 million
of open letters of credit as of
August 31, 2018 and 2017
, respectively.
Note 3
– Recent Accounting Pronouncements
In May 2014, an accounting standards update was issued that clarifies the principles for recognizing revenue from contracts with customers. The update supersedes the existing standard for recognizing revenue. Additional updates have been issued since May 2014 amending aspects of the initial update and providing implementation guidance. The guidance is applicable to all contracts with customers regardless of industry-specific or transaction-specific fact patterns. Further, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The Company will adopt the standard effective September 1, 2018 using the modified retrospective approach. The Company does not expect to recognize a cumulative effect adjustment to the opening balance of retained earnings in connection
70
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
with the initial application of the standard. Further, the Company does not expect the adoption of the standard to have a material impact on its financial position, net income or cash flows. The Company has identified certain scrap metal purchase and sale arrangements for which it currently recognizes revenue for the gross amount of consideration it expects to be entitled from the customer (as principal), but for which under the new revenue standard it will recognize revenue as the net amount of consideration that it expects to retain after paying the scrap metal supplier (as agent). This change in the classification of the cost of scrap metal purchased under such arrangements will have the effect of reducing the amount of revenues reported in the financial statements, while having no impact on net income.
In January 2016, an accounting standards update was issued that amends certain aspects of the reporting model for financial instruments. Most prominent among the amendments is the requirement for equity investments, with certain exceptions including those accounted for under the equity method of accounting, to be measured at fair value with changes in fair value recognized in net income. An entity may choose to measure equity investments that do not have readily determinable fair values, such as certain cost method investments, at cost minus impairment, plus or minus changes resulting from observable price changes. The amendments also require a qualitative assessment to identify impairment of equity investments without readily determinable fair values. The standard is effective for the Company beginning in fiscal 2019, including interim periods within that fiscal year. The Company does not expect adoption to have a material impact on its consolidated financial position, results of operations and cash flows.
In February 2016, an accounting standard was issued that will supersede the existing lease standard and require a lessee to recognize a lease liability and a lease asset on its balance sheet for all leases, including those classified as operating leases under the existing lease standard. The update also expands the required quantitative and qualitative disclosures surrounding leases. Additional updates have been issued since February 2016 amending aspects of the initial update, including providing an additional and optional transition method for adoption. This standard is effective for the Company beginning in fiscal 2020, including interim periods within that fiscal year. The Company expects to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings, if any, in the period of adoption. The Company is in the process of identifying its population of leases within the scope of the new accounting standard and documenting salient lease terms to support the initial and subsequent measurement of lease liabilities and lease assets. The Company is also assessing and implementing changes to its processes, systems, and internal controls as a result of the new guidance. The Company is evaluating the impact of adopting this standard on its financial position, results of operations, cash flows and disclosures, and it expects to recognize a material amount of lease assets and liabilities on its consolidated balance sheet upon adoption.
Note 4
– Inventories
Inventories consisted of the following as of August 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
Processed and unprocessed scrap metal
|
$
|
111,658
|
|
|
$
|
88,441
|
|
Semi-finished goods
|
15,551
|
|
|
3,243
|
|
Finished goods
|
39,809
|
|
|
40,462
|
|
Supplies
|
38,859
|
|
|
34,796
|
|
Inventories
|
$
|
205,877
|
|
|
$
|
166,942
|
|
Note 5
– Property, Plant and Equipment, net
Property, plant and equipment, net consisted of the following as of August 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
Machinery and equipment
|
$
|
679,520
|
|
|
$
|
683,364
|
|
Land and improvements
|
269,382
|
|
|
260,854
|
|
Buildings and leasehold improvements
|
108,882
|
|
|
111,077
|
|
ERP systems
|
17,760
|
|
|
17,884
|
|
Office equipment and other software licenses
|
43,175
|
|
|
48,517
|
|
Construction in progress
|
28,553
|
|
|
25,427
|
|
Property, plant and equipment, gross
|
1,147,272
|
|
|
1,147,123
|
|
Less: accumulated depreciation
|
(731,561
|
)
|
|
(756,494
|
)
|
Property, plant and equipment, net
|
$
|
415,711
|
|
|
$
|
390,629
|
|
71
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
Depreciation expense for property, plant and equipment, which includes amortization expense for assets under capital leases, was
$49 million
for the years ended August 31, 2018 and 2017, and
$53 million
for the year ended August 31, 2016. The year-over-year decrease in accumulated depreciation was primarily due to the retirement of heavily aged equipment assets during fiscal 2018.
Note 6
– Goodwill and Other Intangible Assets, net
The Company evaluates goodwill for impairment annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired.
In the second quarter of fiscal 2016, management identified the combination of sustained weak market conditions at such time, including the adverse effects of lower commodity selling prices and the constraining impact of the lower price environment on the supply of raw materials which negatively impacted volumes, the Company’s financial performance and a decline in the Company’s market capitalization at such time as a triggering event requiring an interim impairment test of goodwill allocated to its reporting units, which resulted in impairment of the entire carrying amount of goodwill allocated to a reporting unit within AMR totaling
$9 million
.
In the second quarter of fiscal 2018, the Company acquired certain assets of a metals recycling business in Columbus, Georgia for
$2 million
. The acquisition qualified as a business combination under the accounting rules and resulted in the recognition of
$1 million
of goodwill during the second quarter of fiscal 2018. The Company allocated the acquired goodwill to a reporting unit within the AMR operating segment. The reporting unit did not carry any goodwill immediately prior to the acquisition.
In the fourth quarter of fiscal
2018
, the Company performed the annual goodwill impairment test as of July 1,
2018
. As of the testing date, the balance of the Company’s goodwill of
$168 million
was carried by
two
reporting units within AMR. The Company elected to first assess qualitative factors to determine whether the existence of events or circumstances led to a determination that it is more likely than not that the estimated fair value of each reporting unit is less than its carrying amount. As a result of the qualitative assessment, the Company concluded that it is not more likely than not that the fair value of each reporting unit is less than its carrying value as of the testing date and, therefore, no further impairment testing was required.
The gross change in the carrying amount of goodwill for the years ended
August 31, 2018 and 2017
was as follows (in thousands):
|
|
|
|
|
|
Goodwill
|
Balance as of August 31, 2016
|
$
|
166,847
|
|
Foreign currency translation adjustment
|
988
|
|
Balance as of August 31, 2017
|
167,835
|
|
Acquisition
|
1,118
|
|
Foreign currency translation adjustment
|
(888
|
)
|
Balance as of August 31, 2018
|
$
|
168,065
|
|
Accumulated goodwill impairment charges were
$471 million
as of
August 31, 2018 and 2017
.
The following table presents the Company’s intangible assets as of August 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
Covenants not to compete
|
$
|
5,591
|
|
|
$
|
(2,596
|
)
|
|
$
|
2,995
|
|
|
$
|
6,094
|
|
|
$
|
(3,140
|
)
|
|
$
|
2,954
|
|
Other intangible assets subject to amortization
(1)
|
1,162
|
|
|
(880
|
)
|
|
282
|
|
|
1,162
|
|
|
(773
|
)
|
|
389
|
|
Indefinite-lived intangibles
(2)
|
1,081
|
|
|
—
|
|
|
1,081
|
|
|
1,081
|
|
|
—
|
|
|
1,081
|
|
Total
|
$
|
7,834
|
|
|
$
|
(3,476
|
)
|
|
$
|
4,358
|
|
|
$
|
8,337
|
|
|
$
|
(3,913
|
)
|
|
$
|
4,424
|
|
_____________________________
|
|
(1)
|
Other intangible assets subject to amortization include leasehold interests, permits and licenses.
|
|
|
(2)
|
Indefinite-lived intangibles include trade names, permits and licenses, and real property options.
|
72
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
Total intangible asset amortization expense was
$1 million
in each of the years ended
August 31, 2018, 2017 and 2016
. Impairments of intangible assets were immaterial for all periods presented.
The estimated amortization expense, based on current intangible asset balances, during the next five fiscal years and thereafter is as follows (in thousands):
|
|
|
|
|
|
Years Ending August 31,
|
|
Estimated
Amortization
Expense
|
2019
|
|
$
|
443
|
|
2020
|
|
350
|
|
2021
|
|
350
|
|
2022
|
|
350
|
|
2023
|
|
293
|
|
Thereafter
|
|
1,491
|
|
Total
|
|
$
|
3,277
|
|
Note 7
– Debt
Debt consisted of the following as of August 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
Bank revolving credit facilities, interest at LIBOR plus a spread
|
$
|
100,000
|
|
|
$
|
140,000
|
|
Capital lease obligations due through February 2028
|
6,787
|
|
|
4,418
|
|
Other debt obligations
|
589
|
|
|
706
|
|
Total debt
|
107,376
|
|
|
145,124
|
|
Less current maturities
|
(1,139
|
)
|
|
(721
|
)
|
Debt, net of current maturities
|
$
|
106,237
|
|
|
$
|
144,403
|
|
On August 24, 2018, the Company and certain of its subsidiaries entered into the First Amendment to the Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with Bank of America, N.A., as administrative agent, and the other lenders party thereto, which amends and restates the Company’s existing credit agreement. The Amended Credit Agreement provides for
$700 million
and C
$15 million
in senior secured revolving credit facilities maturing in August 2023. Prior to its amendment and renewal, the credit agreement provided for
$335 million
and C
$15 million
in senior secured revolving credit facilities. The Company incurred
$3 million
in debt issuance costs in connection with the Amended Credit Agreement, which are amortized to interest expense over the
five
-year term of the arrangement. As of
August 31, 2018 and 2017
, borrowings outstanding under the credit facilities were
$100 million
and
$140 million
, respectively. The weighted average interest rate on amounts outstanding under the credit facilities was
3.57%
and
3.48%
as of
August 31, 2018 and 2017
, respectively.
Interest rates on outstanding indebtedness under the Amended Credit Agreement are based, at the Company’s option, on either the London Interbank Offered Rate (“LIBOR”), or the Canadian equivalent, plus a spread of between
1.25%
and
2.75%
, with the amount of the spread based on a pricing grid tied to the Company’s consolidated funded debt to EBITDA ratio, or the greater of the prime rate, the federal funds rate plus
0.50%
or the daily rate equal to one-month LIBOR plus
1.75%
, in each case plus a spread of between
zero
and
1.50%
based on a pricing grid tied to the Company’s consolidated funded debt to EBITDA ratio. In addition, commitment fees are payable on the unused portion of the credit facilities at rates between
0.15%
and
0.45%
based on a pricing grid tied to the Company’s consolidated funded debt to EBITDA ratio.
The Amended Credit Agreement contains certain customary covenants, including covenants that limit the ability of the Company and its subsidiaries to enter into certain types of transactions. Financial covenants include covenants requiring maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio. The Company’s obligations under the Amended Credit Agreement are guaranteed by substantially all of its subsidiaries. The credit facilities and the related guarantees are secured by senior first priority liens on certain of the Company’s and its subsidiaries’ assets, including equipment, inventory and accounts receivable.
73
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of August 31, 2016, the Company had
$8 million
of tax-exempt economic development revenue bonds outstanding with the State of Oregon and scheduled to mature in January 2021. In August 2016, the Company exercised its option to redeem the bonds prior to maturity. The Company repaid the bonds in full in September 2016. The
$8 million
repayment is reported as a cash outflow from financing activities for the fiscal year ended August 31, 2017 on the Consolidated Statement of Cash Flows.
Principal payments on long-term debt and capital lease obligations during the next five fiscal years and thereafter are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ending August 31,
|
|
Long-Term
Debt
|
|
Capital
Lease
Obligations
|
|
Total
|
2019
|
|
$
|
98
|
|
|
$
|
1,732
|
|
|
$
|
1,830
|
|
2020
|
|
90
|
|
|
1,712
|
|
|
1,802
|
|
2021
|
|
48
|
|
|
1,528
|
|
|
1,576
|
|
2022
|
|
50
|
|
|
1,430
|
|
|
1,480
|
|
2023
|
|
100,054
|
|
|
1,304
|
|
|
101,358
|
|
Thereafter
|
|
249
|
|
|
1,643
|
|
|
1,892
|
|
Total
|
|
100,589
|
|
|
9,349
|
|
|
109,938
|
|
Amounts representing interest
|
|
—
|
|
|
(2,562
|
)
|
|
(2,562
|
)
|
Total less interest
|
|
$
|
100,589
|
|
|
$
|
6,787
|
|
|
$
|
107,376
|
|
The Company maintains stand-by letters of credit to provide for certain obligations including workers’ compensation and performance bonds. The Company had
$10 million
outstanding under these arrangements as of
August 31, 2018
and 2017.
Note 8
– Commitments and Contingencies
Commitments
The Company leases a portion of its capital equipment and certain of its facilities under leases that expire at various dates through fiscal 2047. The majority of the Company’s facility lease agreements include renewal options and rent escalation clauses. Rent expense was
$27 million
,
$25 million
and
$24 million
for fiscal
2018
,
2017
and
2016
, respectively.
The table below sets forth the Company’s future minimum obligations under non-cancelable operating leases as of
August 31, 2018
(in thousands):
|
|
|
|
|
|
Year Ending August 31,
|
|
Operating
Leases
|
2019
|
|
$
|
21,004
|
|
2020
|
|
18,741
|
|
2021
|
|
13,219
|
|
2022
|
|
10,453
|
|
2023
|
|
8,170
|
|
Thereafter
|
|
19,435
|
|
Total
|
|
$
|
91,022
|
|
Contingencies – Environmental
Changes in the Company’s environmental liabilities for the years ended
August 31, 2018 and 2017
were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance 8/31/2016
|
|
Liabilities Established
(Released),
Net
|
|
Payments and Other
|
|
Ending Balance 8/31/2017
|
|
Liabilities Established
(Released),
Net
|
|
Payments and Other
|
|
Ending Balance 8/31/2018
|
|
Short-Term
|
|
Long-Term
|
$
|
46,350
|
|
|
$
|
2,560
|
|
|
$
|
(512
|
)
|
|
$
|
48,398
|
|
|
$
|
9,172
|
|
|
$
|
(3,738
|
)
|
|
$
|
53,832
|
|
|
$
|
6,682
|
|
|
$
|
47,150
|
|
74
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Recycling Operations
As of
August 31, 2018
and
2017
, the Company’s recycling operations had environmental liabilities of
$54 million
and
$48 million
, respectively, for the potential remediation of locations where it has conducted business or has environmental liabilities from historical or recent activities. The liabilities relate to the investigation and potential future remediation of soil contamination, groundwater contamination, storm water runoff issues and other natural resource damages. Except for Portland Harbor and certain liabilities discussed under Other Legacy Environmental Loss Contingencies below, such liabilities were not individually material at any site.
Portland Harbor
In December 2000, the Company was notified by the United States Environmental Protection Agency (“EPA”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) that it is one of the potentially responsible parties (“PRPs”) that own or operate or formerly owned or operated sites which are part of or adjacent to the Portland Harbor Superfund site (the “Site”). The precise nature and extent of cleanup of any specific areas within the Site, the parties to be involved, the timing of any specific remedial action and the allocation of the costs for any cleanup among responsible parties have not yet been determined. The process of site investigation, remedy selection, identification of additional PRPs and allocation of costs has been underway for a number of years, but significant uncertainties remain. It is unclear to what extent the Company will be liable for environmental costs or natural resource damage claims or third party contribution or damage claims with respect to the Site.
While the Company participated in certain preliminary Site study efforts, it was not party to the consent order entered into by the EPA with certain other PRPs, referred to as the “Lower Willamette Group” (“LWG”), for a remedial investigation/feasibility study (“RI/FS”). During fiscal 2007, the Company and certain other parties agreed to an interim settlement with the LWG under which the Company made a cash contribution to the LWG RI/FS. The LWG has indicated that it had incurred over
$115 million
in investigation-related costs over an approximately
10
year period working on the RI/FS. Following submittal of draft RI and FS documents which the EPA largely rejected, the EPA took over the RI/FS process.
The Company has joined with approximately
100
other PRPs, including the LWG members, in a voluntary process to establish an allocation of costs at the Site, including the costs incurred by the LWG in the RI/FS process. The LWG members have also commenced federal court litigation, which has been stayed, seeking to bring additional parties into the allocation process.
In January 2008, the Portland Harbor Natural Resource Trustee Council (“Trustee Council”) invited the Company and other PRPs to participate in funding and implementing the Natural Resource Injury Assessment for the Site. Following meetings among the Trustee Council and the PRPs, funding and participation agreements were negotiated under which the participating PRPs, including the Company, agreed to fund the first phase of the three-phase natural resource damage assessment. Phase 1, which included the development of the Natural Resource Damage Assessment Plan (“AP”) and implementation of several early studies, was substantially completed in 2010. In December 2017, the Company joined with other participating PRPs in agreeing to fund Phase 2 of the natural resource damage assessment, which includes the implementation of the AP to develop information sufficient to facilitate early settlements between the Trustee Council and Phase 2 participants and the identification of restoration projects to be funded by the settlements. In late May 2018, the Trustee Council published notice of its intent to proceed with Phase 3, which will involve the full implementation of the AP and the final injury and damage determination. The Company is proceeding with the process established by the Trustee Council regarding early settlements under Phase 2. It is uncertain whether the Company will enter into an early settlement for natural resource damages or what costs it may incur in any such early settlement.
On January 30, 2017, one of the Trustees, the Confederated Tribes and Bands of the Yakama Nation, which withdrew from the council in 2009, filed a suit against approximately
30
parties, including the Company, seeking reimbursement of certain past and future response costs in connection with remedial action at the Site and recovery of assessment costs related to natural resources damages from releases at and from the Site to the Multnomah Channel and the Lower Columbia River. The Company intends to defend against such claims and does not have sufficient information to determine the likelihood of a loss in this matter or to estimate the amount of damages being sought or the amount of such damages that could be allocated to the Company.
Estimates of the cost of remedial action for the cleanup of the in-river portion of the Site have varied widely in various drafts of the FS and in the EPA’s final FS issued in June 2016 ranging from approximately
$170 million
to over
$2.5 billion
(net present value), depending on the remedial alternative and a number of other factors. In comments submitted to the EPA, the Company and certain other stakeholders identified a number of serious concerns regarding the EPA’s risk and remedial alternatives assessments, cost estimates, scheduling assumptions and conclusions regarding the feasibility and effectiveness of remediation technologies.
75
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In January 2017, the EPA issued a Record of Decision (“ROD”) that identified the selected remedy for the Site. The selected remedy is a modified version of one of the alternative remedies evaluated in the EPA’s FS that was expanded to include additional work at a greater cost. The EPA has estimated the total cost of the selected remedy at
$1.7 billion
with a net present value cost of
$1.05 billion
(at a
7%
discount rate) and an estimated construction period of
13
years following completion of the remedial designs. In the ROD, the EPA stated that the cost estimate is an order-of-magnitude engineering estimate that is expected to be within +
50%
to -
30%
of the actual project cost and that changes in the cost elements are likely to occur as a result of new information and data collected during the engineering design. The Company has identified a number of concerns regarding the remedy described in the ROD, which is based on data that is more than a decade old, and the EPA’s estimates for the costs and time required to implement the selected remedy. Because of ongoing questions regarding cost effectiveness, technical feasibility, and the use of stale data, it is uncertain whether the ROD will be implemented as issued. In addition, the ROD did not determine or allocate the responsibility for remediation costs among the PRPs.
In the ROD, the EPA acknowledged that much of the data used in preparing the ROD was more than a decade old and would need to be updated with a new round of “baseline” sampling to be conducted prior to the remedial design phase. Accordingly, the ROD provided for additional pre-remedial design investigative work and baseline sampling to be conducted in order to provide a baseline of current conditions and delineate particular remedial actions for specific areas within the Site. This additional sampling needs to occur prior to proceeding with the next phase in the process which is the remedial design. The remedial design phase is an engineering phase during which additional technical information and data will be collected, identified and incorporated into technical drawings and specifications developed for the subsequent remedial action. Moreover, the ROD provided only Site-wide cost estimates and did not provide sufficient detail to estimate costs for specific sediment management areas within the Site. Following issuance of the ROD, EPA proposed that the PRPs, or a subgroup of PRPs, perform the additional investigative work identified in the ROD under a new consent order.
In December 2017, the Company and
three
other PRPs entered into a new Administrative Settlement Agreement and Order on Consent with EPA to perform such pre-remedial design investigation and baseline sampling over a
two
-year period. The Company estimates that its share of the costs of performing such work will be approximately
$2 million
, which it recorded to environmental liabilities and selling, general and administrative expense in the consolidated financial statements in fiscal 2018. The Company believes that such costs will be fully covered by existing insurance coverage and, thus, also recorded an insurance receivable for
$2 million
in fiscal 2018, resulting in no net impact to the Company’s consolidated results of operations.
Except for certain early action projects in which the Company is not involved, remediation activities are not expected to commence for a number of years. In addition, as discussed above, responsibility for implementing and funding the remedy will be determined in a separate allocation process. The Company does not expect the next major stage of the allocation process to proceed until after the additional pre-remedial design data is collected.
Because there has not been a determination of the specific remediation actions that will be required, the amount of natural resource damages or the allocation of costs of the investigations and any remedy and natural resource damages among the PRPs, the Company believes it is not possible to reasonably estimate the amount or range of costs which it is likely to or which it is reasonably possible that it will incur in connection with the Site, although such costs could be material to the Company’s financial position, results of operations, cash flows and liquidity. Among the facts currently being developed are detailed information on the history of ownership of and the nature of the uses of and activities and operations performed on each property within the Site, which are factors that will play a substantial role in determining the allocation of investigation and remedy costs among the PRPs. The Company has insurance policies that it believes will provide reimbursement for costs it incurs for defense (including the pre-remedial design investigative activities), remediation and mitigation for natural resource damages claims in connection with the Site, although there is no assurance that those policies will cover all of the costs which the Company may incur. As of
August 31, 2018
, the Company’s total liability for its estimated share of the costs of the investigation was
$2 million
.
The Oregon Department of Environmental Quality is separately providing oversight of voluntary investigations by the Company involving the Company’s sites adjacent to the Portland Harbor which are focused on controlling any current “uplands” releases of contaminants into the Willamette River. No liabilities have been established in connection with these investigations because the extent of contamination (if any) and the Company’s responsibility for the contamination (if any) have not yet been determined.
Other Legacy Environmental Loss Contingencies
The Company’s environmental loss contingencies as of
August 31, 2018
and
2017
, other than Portland Harbor, include actual or possible investigation and cleanup costs from historical contamination at sites currently or formerly owned or operated by the Company or at other sites where the Company may have responsibility for such costs due to past disposal or other activities (“legacy environmental loss contingencies”). These legacy environmental loss contingencies relate to the potential remediation of waterways and soil and groundwater contamination and may also involve natural resource damages, governmental fines and penalties and claims by third parties for personal injury and property damage. The Company has been notified that it is or may be
76
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
a potentially responsible party at certain of these sites, and investigation and cleanup activities are ongoing or may be required in the future. The Company recognizes a liability for such matters when the loss is probable and can be reasonably estimated. Where investigation and cleanup activities are ongoing or where the Company has not yet been identified as having responsibility or the contamination has not yet been identified, it is reasonably possible that the Company may need to recognize additional liabilities in connection with such sites but the Company cannot currently reasonably estimate the possible loss or range of loss absent additional information or developments. Such additional liabilities, individually or in the aggregate, may have a material adverse effect on the Company’s results of operations, financial condition or cash flows.
During fiscal 2018, the Company accrued
$4 million
in expense at its Corporate division for the estimated costs related to remediation of shredder residue disposed of in or around the 1970s at third-party sites located near each other. Investigation activities have been conducted under oversight of the applicable state regulatory agency. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such losses are probable and can be reasonably estimated. The Company estimates a range of reasonably possible losses related to this matter in excess of current accruals at between
zero
and
$28 million
based on a range of remedial alternatives and subject to development and approval by regulators of a specific remedy implementation plan. The Company is investigating whether a portion or all of the current and future losses related to this matter, if incurred, are covered by existing insurance coverage or may be offset by contributions from other responsible parties.
In addition, the Company’s environmental loss contingencies as of
August 31, 2018
include
$6 million
for the estimated costs related to remediation of soil and groundwater conditions including penalties in connection with a closed facility owned and previously operated by an indirectly wholly-owned subsidiary. Investigation activities have been conducted under the oversight of the applicable state regulatory agency, and the Company has also been working with local officials with respect to the protection of public water supplies. It is reasonably possible that the Company may recognize additional liabilities, including penalties, in connection with this matter at the time such losses are probable and can be reasonably estimated. However, the Company cannot reasonably estimate at this time the possible loss or range of possible losses associated with this matter pending completion of on-going studies and determination of remediation plans and pending further negotiations to settle the related enforcement matter.
Steel Manufacturing Operations
The Company’s steel manufacturing operations had
no
known environmental liabilities as of
August 31, 2018
and
2017
.
The steel mill’s electric arc furnace generates dust (“EAF dust”) that is classified as hazardous waste by the EPA because of its zinc and lead content. As a result, the Company captures the EAF dust and ships it in specialized rail cars to firms that apply treatments that allow for the ultimate disposal of the EAF dust.
The Company’s steel mill has an operating permit issued under Title V of the Clean Air Act Amendments of 1990, which governs air quality standards. The permit is based upon an annual production capacity of
950 thousand
tons. The Company’s permit was first issued in 1998 and has since been renewed through
February 1, 2018
. The permit renewal process occurs every five years, and the renewal process is underway; however, the existing permit is extended by administrative rule until the current renewal process is finalized.
Summary - Environmental Contingencies
Other than the Portland Harbor Superfund site and legacy environmental loss contingencies, which are discussed separately above, management currently believes that adequate provision has been made for the potential impact of these issues and that the ultimate outcomes will not have a material adverse effect on the Company’s consolidated financial statements as a whole. Historically, the amounts the Company has ultimately paid for such remediation activities have not been material in any given period, but there can be no assurance that such amounts paid will not be material in the future.
Contingencies - Other
Schnitzer Southeast, LLC (a wholly-owned subsidiary of the Company, “SSE”), an SSE employee, the Company and
one
of the Company’s insurance carriers had been named as defendants in
five
separate wrongful death lawsuits filed in the State of Georgia arising from an accident in 2016 in Alabama involving a tractor trailer driven by the SSE employee and owned by SSE. Subsequent to the Company’s fiscal 2018 year end, it settled
two
of the
five
lawsuits for a total of
$20 million
, which amount has been paid and was substantially covered by insurance. In addition to amounts accrued for the
two
lawsuits settled and paid after the Company’s year end, it accrued
$10 million
reflecting its estimate of the probable loss related to the
three
unresolved lawsuits and recorded a
$10 million
insurance receivable in fiscal 2018, resulting in no net impact to the Company’s consolidated results of operations. It is reasonably possible that the Company may recognize additional losses in connection with these unresolved lawsuits at the time such additional losses are probable and can be reasonably estimated. Such additional losses may be material to the Company’s consolidated financial statements. To the extent that circumstances change and the Company determines that an additional loss is
77
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
reasonably possible, can be reasonably estimated, and is material, the Company would then disclose an estimate of the additional possible loss or range of loss. The Company believes that such additional losses, if incurred, would be substantially covered by existing insurance coverage.
The Company is a party to various legal proceedings arising in the normal course of business. The Company recognizes a liability for such matters when the loss is probable and can be reasonably estimated. The Company does not anticipate that the resolution of legal proceedings arising in the normal course of business, after taking into consideration expected insurance recoveries, will have a material adverse effect on its results of operations, financial condition, or cash flows.
Note 9
- Restructuring Charges and Other Exit-Related Activities
During the past several years, the Company has implemented a number of cost reduction, productivity improvement, and restructuring initiatives to more closely align its business with market conditions. These initiatives focused on decreasing the Company’s annual operating expenses by reorganizing its business to reduce organizational layers and streamline administrative and supporting services functions and optimizing its operating capacity by idling underutilized metals recycling assets and closing facilities. The restructuring charges incurred by the Company during the periods presented pertain primarily to the plan announced in the second quarter of fiscal 2015 and expanded in subsequent periods (the “Q2’15 Plan”). Charges relating to these initiatives were substantially complete by the end of fiscal 2017. However, the Company incurred in fiscal 2018 and may continue to incur additional restructuring charges as a result of remeasuring lease contract termination liabilities to reflect changes in contractual lease rentals and sublease rentals that are not currently estimable.
The Company’s consolidated operating results in fiscal 2018 included a net benefit from restructuring charges and other exit-related activities of
$1 million
, compared to a net benefit of less than
$1 million
in fiscal 2017 and charges of
$7 million
in fiscal 2016. Exit-related activities consisted of asset impairments and accelerated depreciation of assets in connection with closure of certain operations, net of gains on exit-related disposals. The benefits and charges incurred during the periods presented primarily pertain to the Q2’15 Plan. Consolidated operating results for the periods presented also reflect benefits from cost reduction and productivity improvement measures initiated prior to the second quarter of fiscal 2015 and an immaterial amount of associated costs.
Restructuring charges and other exit-related activities incurred in connection with the cost reduction and productivity improvement plans for the fiscal year ended August 31, 2016 comprise the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
Q2’15 Plan
|
|
All Other Plans
|
|
Total Charges
|
Restructuring charges:
|
|
|
|
|
|
Severance costs
|
$
|
4,915
|
|
|
$
|
—
|
|
|
$
|
4,915
|
|
Contract termination costs
|
796
|
|
|
311
|
|
|
1,107
|
|
Total restructuring charges
|
5,711
|
|
|
311
|
|
|
6,022
|
|
Other exit-related activities:
|
|
|
|
|
|
Asset impairments and accelerated depreciation
|
3,127
|
|
|
—
|
|
|
3,127
|
|
Gains on exit-related disposals
|
(1,337
|
)
|
|
—
|
|
|
(1,337
|
)
|
Total other exit-related activities
|
1,790
|
|
|
—
|
|
|
1,790
|
|
Total restructuring charges and other exit-related activities
|
$
|
7,501
|
|
|
$
|
311
|
|
|
$
|
7,812
|
|
|
|
|
|
|
|
Restructuring charges and other exit-related activities included in continuing operations
|
|
|
|
|
$
|
6,781
|
|
Restructuring charges and other exit-related activities included in discontinued operations
|
|
|
|
|
$
|
1,031
|
|
78
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Restructuring charges and other exit-related activities by reportable segment for the fiscal year ended August 31, 2016 were as follows (in thousands):
|
|
|
|
|
|
|
|
Fiscal 2016 Charges
|
Restructuring charges:
|
|
|
AMR and CSS
(1)
|
|
$
|
4,995
|
|
Unallocated (Corporate)
|
|
943
|
|
Discontinued operations
|
|
84
|
|
Total restructuring charges
|
|
6,022
|
|
Other exit-related activities:
|
|
|
Asset impairments and accelerated depreciation:
|
|
|
AMR
|
|
2,180
|
|
Discontinued operations
|
|
947
|
|
Total asset impairments and accelerated depreciation
|
|
3,127
|
|
Gains on exit-related disposals:
|
|
|
AMR
|
|
(1,337
|
)
|
Total gains on exit-related disposals
|
|
(1,337
|
)
|
Total exit-related activities
|
|
1,790
|
|
Total restructuring charges and other exit-related activities
|
|
$
|
7,812
|
|
___________________________
|
|
(1)
|
CSS's steel manufacturing operations, formerly the SMB reportable segment, did not incur restructuring charges during fiscal 2016. CSS's metals recycling operations, formerly part of the AMR reportable segment, incurred an immaterial amount of restructuring charges during fiscal 2016. Therefore, the Company presents restructuring charges related to AMR and CSS on a combined basis.
|
The Company does not allocate restructuring charges and other exit-related activities to the segments’ operating results because management does not include this information in its measurement of the performance of the operating segments.
As of August 31, 2018, cumulative restructuring charges in connection with the Q2’15 Plan totaled
$15 million
, and restructuring liabilities, consisting entirely of lease contract termination liabilities, totaled less than
$1 million
.
79
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 10
– Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss, net of tax, are as follows as of
August 31, 2018, 2017 and 2016
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Translation Adjustments
|
|
Pension Obligations, net
|
|
Net Unrealized Gain (Loss) on Cash Flow Hedges
|
|
Total
|
Balance as of August 31, 2015
|
$
|
(34,009
|
)
|
|
$
|
(4,273
|
)
|
|
$
|
(240
|
)
|
|
$
|
(38,522
|
)
|
Other comprehensive loss before reclassifications
|
(530
|
)
|
|
(2,139
|
)
|
|
—
|
|
|
(2,669
|
)
|
Income tax benefit
|
—
|
|
|
167
|
|
|
—
|
|
|
167
|
|
Other comprehensive loss before reclassifications, net of tax
|
(530
|
)
|
|
(1,972
|
)
|
|
—
|
|
|
(2,502
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
688
|
|
|
312
|
|
|
1,000
|
|
Income tax benefit
|
—
|
|
|
(19
|
)
|
|
(72
|
)
|
|
(91
|
)
|
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
—
|
|
|
669
|
|
|
240
|
|
|
909
|
|
Net periodic other comprehensive income (loss)
|
(530
|
)
|
|
(1,303
|
)
|
|
240
|
|
|
(1,593
|
)
|
Balance as of August 31, 2016
|
(34,539
|
)
|
|
(5,576
|
)
|
|
—
|
|
|
(40,115
|
)
|
Other comprehensive income before reclassifications
|
2,711
|
|
|
1,477
|
|
|
—
|
|
|
4,188
|
|
Income tax expense
|
—
|
|
|
(194
|
)
|
|
—
|
|
|
(194
|
)
|
Other comprehensive income before reclassifications, net of tax
|
2,711
|
|
|
1,283
|
|
|
—
|
|
|
3,994
|
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
851
|
|
|
—
|
|
|
851
|
|
Income tax benefit
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
—
|
|
|
828
|
|
|
—
|
|
|
828
|
|
Net periodic other comprehensive income
|
2,711
|
|
|
2,111
|
|
|
—
|
|
|
4,822
|
|
Balance as of August 31, 2017
|
(31,828
|
)
|
|
(3,465
|
)
|
|
—
|
|
|
(35,293
|
)
|
Other comprehensive income (loss) before reclassifications
|
(2,301
|
)
|
|
64
|
|
|
—
|
|
|
(2,237
|
)
|
Income tax benefit
|
—
|
|
|
172
|
|
|
—
|
|
|
172
|
|
Other comprehensive income (loss) before reclassifications, net of tax
|
(2,301
|
)
|
|
236
|
|
|
—
|
|
|
(2,065
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
536
|
|
|
—
|
|
|
536
|
|
Income tax benefit
|
—
|
|
|
(415
|
)
|
|
—
|
|
|
(415
|
)
|
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
—
|
|
|
121
|
|
|
—
|
|
|
121
|
|
Net periodic other comprehensive income (loss)
|
(2,301
|
)
|
|
357
|
|
|
—
|
|
|
(1,944
|
)
|
Balance as of August 31, 2018
|
$
|
(34,129
|
)
|
|
$
|
(3,108
|
)
|
|
$
|
—
|
|
|
$
|
(37,237
|
)
|
In the second quarter of fiscal 2018, the Company adopted an accounting standard update that allowed for a reclassification from AOCI to retained earnings for stranded tax effects resulting from the Tax Act enacted on December 22, 2017. Reclassifications from AOCI to retained earnings for stranded tax effects during the year ended
August 31, 2018
, both individually and in the aggregate, were not material. Reclassifications from AOCI to earnings, both individually and in the aggregate, were not material to the impacted captions in the Consolidated Statements of Operations in all periods presented.
80
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 11
– Employee Benefits
The Company and certain of its subsidiaries have or contribute to qualified and nonqualified retirement plans covering substantially all employees. These plans include a defined benefit pension plan, a supplemental executive retirement benefit plan (“SERBP”), multiemployer pension plans and defined contribution plans.
Defined Benefit Pension Plan and Supplemental Executive Retirement Benefit Plan
The Company maintains a qualified defined benefit pension plan for certain nonunion employees. Effective June 30, 2006, the Company froze this plan and ceased accruing further benefits for employee service. The Company reflects the funded status of the defined benefit pension plan as a net asset or liability in its Consolidated Balance Sheets. Changes in its funded status are recognized in comprehensive income (loss). The Company amortizes as a component of net periodic pension benefit cost a portion of the net gain or loss reported within accumulated other comprehensive loss if the beginning-of-year net gain or loss exceeds
5%
of the greater of the benefit obligation or the market value of plan assets. Net periodic pension benefit cost was not material for all periods presented in this report. The fair value of plan assets was
$17 million
and
$16 million
as of
August 31, 2018 and 2017
, respectively, and the projected benefit obligation was
$15 million
and
$13 million
as of
August 31, 2018 and 2017
, respectively. The plan was fully funded with the plan assets exceeding the projected benefit obligation by
$2 million
and
$3 million
as of
August 31, 2018 and 2017
, respectively. Plan assets comprised entirely Level 1 investments as of
August 31, 2018 and 2017
. Level 1 investments are valued based on quoted market prices of identical securities in the principal market.
No
contributions are expected to be made to the defined benefit pension plan in the future; however, changes in the discount rate or actual investment returns that are lower than the long-term expected return on plan assets could result in the need for the Company to make additional contributions. The assumed discount rate used to calculate the projected benefit obligation was
4.01%
and
3.68%
as of
August 31, 2018 and 2017
, respectively. The Company estimates future annual benefit payments to be between
$1 million
and
$3 million
per year.
The Company also has a nonqualified SERBP for certain executives. A restricted trust fund has been established with assets invested in life insurance policies that can be used for plan benefits, although the fund is subject to claims of the Company’s general creditors. The trust fund is included in other assets, the current portion of the pension liability is included in other accrued liabilities, and the noncurrent portion of the pension liability is included in other long-term liabilities in the Company’s Consolidated Balance Sheets. The trust fund was valued at
$4 million
as of
August 31, 2018
and
$3 million
as of August 31, 2017. The trust fund assets’ gains and losses are included in other income, net in the Company’s Consolidated Statements of Operations. The benefit obligation and the unfunded amount were
$4 million
as of
August 31, 2018 and 2017
. Net periodic pension cost under the SERBP was not material for the years ended
August 31, 2018, 2017 and 2016
.
Because the defined benefit pension plan and the SERBP are not material to the Consolidated Financial Statements, other disclosures required by U.S. GAAP have been omitted.
Multiemployer Pension Plans
The Company contributes to
14
multiemployer pension plans in accordance with its collective bargaining agreements. Multiemployer pension plans are defined benefit plans sponsored by multiple employers in accordance with one or more collective bargaining agreements. The plans are jointly managed by trustees that include representatives from both management and labor unions. Contributions to the plans are made based upon a fixed rate per hour worked and are agreed to by contributing employers and the unions in collective bargaining. Benefit levels are set by a joint board of trustees based on the advice of an independent actuary regarding the level of benefits that agreed-upon contributions can be expected to support. To the extent that the pension obligation of other participating employers is unfunded, the Company may be required to make additional contributions in the future to fund these obligations.
One of the multiemployer plans that the Company contributes to is the Steelworkers Western Independent Shops Pension Plan (“WISPP,” EIN 90-0169564, Plan No. 001) benefiting the union employees of the Company’s steel manufacturing operations, which are covered by a collective bargaining agreement that will expire on
March 31, 2019
. As of October 1, 2017, the WISPP was certified by the plan’s actuaries as being in the Green Zone, as defined by the Pension Protection Act of 2006. The Company contributed
$3 million
to the WISPP for each of the years ended
August 31, 2018, 2017 and 2016
. These contributions represented more than
5%
of total contributions to the WISPP for each year.
81
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In 2004, the Internal Revenue Service (“IRS”) approved a seven-year extension of the period over which the WISPP may amortize unfunded liabilities, conditioned upon maintenance of certain minimum funding levels. In 2014, the WISPP obtained relief from the specified funding requirements from the IRS, which requires that the WISPP meet a minimum funded percentage on each valuation date and achieve a funded percentage of 100% as of October 1, 2029. Based on the most recent actuarial valuation for the WISPP, the funded percentage using the valuation method prescribed by the IRS satisfied the minimum funded percentage requirement.
Company contributions to all of the multiemployer plans were
$5 million
for the year ended August 31, 2018 and
$4 million
for the years ended August 31, 2017 and 2016.
Defined Contribution Plans
The Company has several defined contribution plans covering certain employees. Company contributions to the defined contribution plans totaled
$4 million
for the year ended August 31, 2018 and
$3 million
for the years ended August 31, 2017 and 2016.
82
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 12
– Share-Based Compensation
The Company’s 1993 Stock Incentive Plan, as amended, (the “Plan”) was established for its employees, consultants and directors. There are
12.2 million
shares of Class A common stock reserved for issuance under the Plan, of which
3.9 million
are available for future grants as of
August 31, 2018
. Share-based compensation expense was
$19 million
,
$11 million
and
$10 million
for the years ended
August 31, 2018, 2017 and 2016
, respectively.
Restricted Stock Units
The Plan provides for the issuance of RSUs. The estimated fair value of the RSUs is based on the market closing price of the underlying Class A common stock on the date of grant. The compensation expense associated with RSUs is recognized over the respective requisite service period of the awards, net of estimated forfeitures.
During the years ended
August 31, 2018, 2017 and 2016
, the Compensation Committee granted
252,865
RSUs,
314,862
RSUs and
361,131
RSUs, respectively, to its key employees, officers and employee directors under the Plan. The RSUs generally vest
20%
per year over
five
years commencing October 31 of the year after grant. In addition, in the first quarter of fiscal 2016 the Compensation Committee granted
48,163
RSUs with a
two
-year vesting term and no retirement-eligibility provisions under the Plan. The estimated fair value of the RSUs granted during each of the years ended
August 31, 2018, 2017 and 2016
was
$7 million
.
A summary of the Company’s restricted stock unit activity is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
(in thousands)
|
|
Weighted
Average Grant
Date Fair Value
|
|
Fair Value
(1)
|
Outstanding as of August 31, 2015
|
485
|
|
|
$
|
27.21
|
|
|
|
Granted
|
409
|
|
|
$
|
18.28
|
|
|
|
Vested
|
(145
|
)
|
|
$
|
30.86
|
|
|
$
|
16.36
|
|
Forfeited
|
(14
|
)
|
|
$
|
22.61
|
|
|
|
Outstanding as of August 31, 2016
|
735
|
|
|
$
|
21.59
|
|
|
|
Granted
|
315
|
|
|
$
|
20.95
|
|
|
|
Vested
|
(218
|
)
|
|
$
|
22.94
|
|
|
$
|
23.50
|
|
Forfeited
|
—
|
|
|
$
|
23.55
|
|
|
|
Outstanding as of August 31, 2017
|
832
|
|
|
$
|
21.00
|
|
|
|
Granted
|
253
|
|
|
$
|
26.60
|
|
|
|
Vested
|
(259
|
)
|
|
$
|
21.39
|
|
|
$
|
29.74
|
|
Forfeited
|
(14
|
)
|
|
$
|
22.83
|
|
|
|
Outstanding as of August 31, 2018
|
812
|
|
|
$
|
22.59
|
|
|
|
____________________________
|
|
(1)
|
Amounts represent the weighted average value of the Company’s Class A common stock on the date that the restricted stock units vested.
|
The Company recognized compensation expense associated with RSUs of
$7 million
,
$6 million
and
$6 million
for the years ended
August 31, 2018, 2017 and 2016
, respectively. As of
August 31, 2018
, total unrecognized compensation costs related to unvested RSUs amounted to
$6 million
, which is expected to be recognized over a weighted average period of
2.5
years.
Performance Share Awards
The Plan authorizes performance-based awards to certain employees subject to certain conditions and restrictions. A participant generally must be employed by the Company on October 31 following the end of the performance period to receive an award payout, although adjusted awards will be paid if employment terminates earlier on account of death, disability, retirement, termination without cause after the first year of the performance period or a sale of the Company or the reportable segments for which the participant works. Awards will be paid in Class A common stock as soon as practicable after October 31 following the end of the performance period.
83
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company accrues compensation cost for performance share awards containing a performance condition based on the probable outcome of specified performance conditions, net of estimated forfeitures. The Company accrues compensation cost if it is probable that the performance conditions will be achieved. The Company reassesses whether achievement of the performance conditions is probable at each reporting date. If it is probable that the actual performance results will exceed the stated target performance conditions, the Company accrues additional compensation cost for the additional performance shares to be awarded. If, upon reassessment, it is no longer probable that the actual performance results will exceed the stated target performance conditions, or that it is no longer probable that the target performance conditions will be achieved, the Company reverses any recognized compensation cost for shares no longer probable of being issued. If the performance conditions are not achieved at the end of the service period, all related compensation cost previously recognized is reversed. The measurement and recognition of compensation cost for performance share awards containing a market condition are discussed below in this Note.
Fiscal 2015 – 2016 Performance Share Awards
The Compensation Committee approved performance-based awards under the Plan with a grant date of
November 25, 2014
. The performance targets are based on the Company’s EBITDA (weighted at
50%
) and return on equity (weighted at
50%
) for the
two
years of the performance period, with award payouts ranging from a threshold of
50%
to a maximum of
200%
for each portion of the awards.
Fiscal 2016 – 2018 (November) Performance Share Awards
In the first quarter of fiscal 2016, the Compensation Committee approved performance-based awards under the Plan with a grant date of
November 9, 2015
. The
201,702
performance share awards granted by the Compensation Committee comprise two separate and distinct awards with different vesting conditions.
The Compensation Committee granted
99,860
of the performance share awards based on a relative Total Shareholder Return (“TSR”) metric over a performance period spanning November 9, 2015 to August 31, 2018. Award share payouts range from a threshold of
50%
to a maximum of
200%
based on the relative ranking of the Company’s TSR among a designated peer group of
16
companies. The TSR award stipulates certain limitations to the payout in the event the payout reaches a defined ceiling level or the Company’s TSR is negative. The TSR awards contain a market condition and, therefore, once the award recipients complete the requisite service period, the related compensation expense based on the grant-date fair value is not changed, regardless of whether the market condition has been satisfied. The estimated fair value of the TSR awards at the date of grant was
$2 million
. The Company estimated the fair value of the TSR awards using a Monte-Carlo simulation model utilizing several key assumptions including expected Company and peer company share price volatility, correlation coefficients between peers, the risk-free rate of return, the expected dividend yield and other award design features.
The remaining
101,842
performance share awards have a
three
-year performance period consisting of the Company’s fiscal 2016, 2017 and 2018. The performance targets are based on the Company’s cash flow return on investment (“CFROI”) over the
three
-year performance period, with award payouts ranging from a threshold of
50%
to a maximum of
200%
. The fair value of the awards granted was based on the market closing price of the underlying Class A common stock on the grant date and totaled
$2 million
.
Fiscal 2016 – 2018 (April) Performance Share Awards
In the third quarter of fiscal 2016, the Compensation Committee approved the second half of the fiscal 2016 performance-based awards with a grant date of
April 27, 2016
. The Compensation Committee granted
152,221
performance share awards consisting of
73,546
TSR awards and
78,675
CFROI awards to the Company’s key employees and officers under the Plan with terms substantially similar to the awards granted in the first quarter of fiscal 2016, as described above in this Note, except that the performance period for the TSR awards started on
April 27, 2016
, and the performance period for the CFROI awards started on March 1, 2016. The estimated fair value of each of the TSR awards and CFROI awards at the date of grant was
$2 million
.
Fiscal 2017 – 2019 (November) Performance Share Awards
In the first quarter of fiscal 2017, the Compensation Committee approved performance-based awards under the Plan with a grant date of
November 1, 2016
. The
134,899
performance share awards granted by the Compensation Committee comprise two separate and distinct awards with different vesting conditions.
The Compensation Committee granted
65,506
performance share awards based on a relative TSR metric over a performance period spanning November 1, 2016 to August 31, 2019. Award share payouts range from a threshold of
50%
to a maximum of
200%
based on the relative ranking of the Company’s TSR among a designated peer group of
16
companies. The TSR award stipulates certain limitations to the payout in the event the payout reaches a defined ceiling level or the Company’s TSR is negative. The TSR awards contain a market condition and, therefore, once the award recipients complete the requisite service period, the related compensation expense based on the grant-date fair value is not changed, regardless of whether the market condition has been satisfied. The estimated fair value of the TSR awards at the date of grant was
$2 million
. The Company estimated the fair
84
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
value of the TSR awards using a Monte-Carlo simulation model utilizing several key assumptions including expected Company and peer company share price volatility, correlation coefficients between peers, the risk-free rate of return, the expected dividend yield and other award design features.
The remaining
69,393
performance share awards have a
three
-year performance period consisting of the Company’s fiscal 2017, 2018 and 2019. The performance targets are based on the Company’s CFROI over the three-year performance period, with award payouts ranging from a threshold of
50%
to a maximum of
200%
. The fair value of the awards granted was based on the market closing price of the underlying Class A common stock on the grant date and totaled
$2 million
.
Fiscal 2017 – 2019 (April) Performance Share Awards
In the third quarter of fiscal 2017, the Compensation Committee approved the second half of the fiscal 2017 performance-based awards with a grant date of
April 27, 2017
. The Compensation Committee granted
167,358
performance share awards consisting of
81,262
TSR awards and
86,096
CFROI awards to the Company’s key employees and officers under the Plan with terms substantially similar to the awards granted in the first quarter of fiscal 2017, as described above in this Note, except that the performance period for the TSR awards started on April 27, 2017, and the performance period for the CFROI awards started on March 1, 2017. The estimated fair value of each of the TSR awards and CFROI awards at the date of grant was
$2 million
.
Fiscal 2018 – 2020 Performance Share Awards
In the first quarter of fiscal 2018, the Compensation Committee approved performance-based awards under the Plan with a grant date of November 14, 2017. The
246,161
performance share awards granted by the Compensation Committee comprise two separate and distinct awards with different vesting conditions.
The Compensation Committee granted
119,763
performance share awards based on a relative TSR metric over a performance period spanning November 14, 2017 to August 31, 2020. Award share payouts range from a threshold of
50%
to a maximum of
200%
based on the relative ranking of the Company’s TSR among a designated peer group of
16
companies. The TSR award stipulates certain limitations to the payout in the event the payout reaches a defined ceiling level or the Company’s TSR is negative. The TSR awards contain a market condition and, therefore, once the award recipients complete the requisite service period, the related compensation expense based on the grant-date fair value is not changed, regardless of whether the market condition has been satisfied. The estimated fair value of the TSR awards at the date of grant was
$3 million
. The Company estimated the fair value of the TSR awards using a Monte-Carlo simulation model utilizing several key assumptions including expected Company and peer company share price volatility, correlation coefficients between peers, the risk-free rate of return, the expected dividend yield and other award design features.
The remaining
126,398
performance share awards have a
three
-year performance period consisting of the Company’s 2018, 2019 and 2020 fiscal years. The performance targets are based on the Company’s return on capital employed over the
three
-year performance period, with award payouts ranging from a threshold of
50%
to a maximum of
200%
. The fair value of the awards granted was based on the market closing price of the underlying Class A common stock on the grant date and totaled
$3 million
.
85
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
A summary of the Company’s performance-based awards activity is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
(in thousands)
|
|
Weighted
Average Grant
Date Fair Value
|
|
Fair Value
(1)
|
Outstanding as of August 31, 2015
|
635
|
|
|
$
|
26.92
|
|
|
|
Granted
|
364
|
|
|
$
|
19.19
|
|
|
|
Vested
|
(194
|
)
|
|
$
|
28.82
|
|
|
$
|
16.86
|
|
Forfeited
|
(210
|
)
|
|
$
|
28.48
|
|
|
|
Outstanding as of August 31, 2016
|
595
|
|
|
$
|
21.02
|
|
|
|
Granted
|
302
|
|
|
$
|
21.52
|
|
|
|
Vested
|
(163
|
)
|
|
$
|
24.02
|
|
|
$
|
24.15
|
|
Forfeited
|
(83
|
)
|
|
$
|
24.02
|
|
|
|
Outstanding as of August 31, 2017
|
651
|
|
|
$
|
20.12
|
|
|
|
Granted
|
246
|
|
|
$
|
27.32
|
|
|
|
Vested
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(17
|
)
|
|
$
|
22.14
|
|
|
|
Outstanding as of August 31, 2018
|
880
|
|
|
$
|
22.09
|
|
|
|
_____________________________
|
|
(1)
|
Amounts represent the weighted average value of the Company’s Class A common stock on the date that the performance share awards vested.
|
Compensation expense associated with performance share awards not containing a market condition was calculated using management’s current estimate of the expected level of achievement of the performance targets under each award. Compensation expense for awards based on the Company’s financial performance was
$11 million
,
$3 million
and
$4 million
for the years ended
August 31, 2018, 2017 and 2016
, respectively. As of
August 31, 2018
, total unrecognized compensation costs related to unvested performance share awards amounted to
$10 million
, which is expected to be recognized over a weighted average period of
1.1
years.
Deferred Stock Units
The Deferred Compensation Plan for Non-Employee Directors (“DSU Plan”) provides for the issuance of DSUs to non-employee directors to be granted under the Plan. Each DSU gives the director the right to receive
one
share of Class A common stock at a future date. Immediately following the annual meeting of shareholders, each non-employee director will receive DSUs which will become fully vested on the day before the next annual meeting, subject to continued service on the Board. The compensation expense associated with the DSUs granted is recognized over the respective requisite service period of the awards.
The Company will issue Class A common stock to a director pursuant to vested DSUs in a lump sum in January of the first year after the director ceases to be a director of the Company, subject to the right of the director to elect an installment payment program under the DSU Plan.
DSUs granted during the years ended
August 31, 2018, 2017 and 2016
totaled
21,806
shares,
42,771
shares and
57,780
shares, respectively. The compensation expense associated with DSUs and the total value of shares vested during each of the years ended
August 31, 2018, 2017 and 2016
, as well as the unrecognized compensation expense as of
August 31, 2018
, were not material.
Stock Options
No
options were granted in fiscal
2018
,
2017
, and
2016
, and all of the options outstanding during the periods presented had expired as of August 31, 2017. Compensation expense associated with stock options, the total proceeds received from option exercises and the tax benefits realized from options exercised was
zero
for the years ended
August 31, 2018, 2017 and 2016
.
86
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
A summary of the Company’s stock option activity and related information for fiscal years with outstanding stock options is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
(in thousands)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term (in years)
|
|
Aggregate
Intrinsic Value
(in thousands)
(1)
|
Outstanding as of August 31, 2015
|
404
|
|
|
$
|
34.46
|
|
|
1.3
|
|
|
$
|
—
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Canceled
|
(182
|
)
|
|
$
|
34.11
|
|
|
|
|
|
Outstanding as of August 31, 2016
|
222
|
|
|
$
|
34.75
|
|
|
1.0
|
|
|
$
|
—
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Canceled
|
(222
|
)
|
|
$
|
34.75
|
|
|
|
|
|
Outstanding as of August 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
____________________________
|
|
(1)
|
Represents the difference between the exercise price and the closing price of the Company’s stock on the last trading day of the corresponding fiscal year, multiplied by the number of in-the-money options, if any.
|
87
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 13
– Income Taxes
Income (loss) from continuing operations before income taxes was as follows for the years ended August 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
United States
|
$
|
131,518
|
|
|
$
|
43,871
|
|
|
$
|
(4,303
|
)
|
Foreign
|
10,335
|
|
|
4,819
|
|
|
(11,202
|
)
|
Total
|
$
|
141,853
|
|
|
$
|
48,690
|
|
|
$
|
(15,505
|
)
|
Income tax expense (benefit) from continuing operations consisted of the following for the years ended August 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
Current:
|
|
|
|
|
|
Federal
|
$
|
19,511
|
|
|
$
|
(1,130
|
)
|
|
$
|
23
|
|
State
|
894
|
|
|
190
|
|
|
180
|
|
Foreign
|
—
|
|
|
(16
|
)
|
|
25
|
|
Total current tax expense (benefit)
|
20,405
|
|
|
(956
|
)
|
|
228
|
|
Deferred:
|
|
|
|
|
|
Federal
|
(5,700
|
)
|
|
2,046
|
|
|
502
|
|
State
|
(1,962
|
)
|
|
232
|
|
|
54
|
|
Foreign
|
(30,333
|
)
|
|
—
|
|
|
(49
|
)
|
Total deferred tax expense (benefit)
|
(37,995
|
)
|
|
2,278
|
|
|
507
|
|
Total income tax expense (benefit)
|
$
|
(17,590
|
)
|
|
$
|
1,322
|
|
|
$
|
735
|
|
A reconciliation of the difference between the federal statutory rate and the Company’s effective tax rate for the years ended August 31 is as follows:
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
Federal statutory rate
|
25.7
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of credits
|
0.4
|
|
|
1.8
|
|
|
1.3
|
|
Foreign income taxed at different rates
|
(0.5
|
)
|
|
(1.9
|
)
|
|
(12.0
|
)
|
Valuation allowance on deferred tax assets
|
(35.8
|
)
|
|
(31.2
|
)
|
|
(59.0
|
)
|
Federal rate change
|
(4.9
|
)
|
|
—
|
|
|
—
|
|
Non-deductible officers’ compensation
|
1.6
|
|
|
2.2
|
|
|
(2.0
|
)
|
Noncontrolling interests
|
(0.6
|
)
|
|
(1.8
|
)
|
|
4.1
|
|
Research and development credits
|
(0.6
|
)
|
|
(1.5
|
)
|
|
2.4
|
|
Unrecognized tax benefits
|
3.4
|
|
|
1.3
|
|
|
(3.6
|
)
|
Realized foreign investment basis
|
(0.2
|
)
|
|
(0.9
|
)
|
|
29.4
|
|
Non-deductible goodwill
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
Other
|
(0.9
|
)
|
|
(0.3
|
)
|
|
0.6
|
|
Effective tax rate
|
(12.4
|
)%
|
|
2.7
|
%
|
|
(4.7
|
)%
|
On December 22, 2017, the President of the United States signed and enacted into law comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”), which, except for certain provisions, is effective for tax years beginning on or after January 1, 2018. The Tax Act’s primary change is a reduction in the federal statutory corporate tax rate from
35%
to
21%
, resulting in a pro rata reduction of the Company’s tax rate from
35%
to
25.7%
for fiscal 2018. Other pertinent changes in the Tax Act effective for fiscal 2018 include, but are not limited to, acceleration of deductions for qualified property placed in service after September 27, 2017. In addition, effective for the Company’s fiscal 2019 year, the Tax Act also limits the deductibility of some executive compensation and eliminates the deduction for qualified domestic production activities. Changes in the Tax Act that did not significantly impact the Company upon enactment include the implementation of a modified territorial tax system and other modifications to how foreign earnings are subject to U.S. tax.
88
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As a change in tax law is accounted for in the period of enactment, the Company recognized a discrete benefit of
$7 million
in the second quarter of fiscal 2018 due to the revaluation of U.S. net deferred tax liabilities to reflect the lower statutory rate. The Company’s effective tax rate in fiscal 2018 also reflects the Tax Act's lower federal statutory corporate tax rate.
The Company’s effective tax rate from continuing operations in fiscal 2018 was a benefit of
12.4%
, compared to an expense of
2.7%
in the prior year. The Company reported a tax benefit on pre-tax income for fiscal 2018 primarily due to the release of valuation allowances against certain deferred tax assets, resulting in recognition of discrete tax benefits totaling
$37 million
in fiscal 2018, and the impact of the Tax Act.
The Company’s effective tax rate from continuing operations in fiscal 2017 was an expense of
2.7%
, which was lower than the U.S. federal statutory rate at the time of
35%
primarily due to the Company’s full valuation allowance positions and federal income tax refund claims, partially offset by increases in deferred tax liabilities from indefinite-lived assets in all jurisdictions.
The Company’s effective tax rate from continuing operations in fiscal 2016 was an expense of
4.7%
, which was lower than the U.S. federal statutory rate at the time of
35%
. The effective tax rate was reduced for valuation allowances on deferred tax assets and the aggregate impact of foreign income taxed at different rates. Those reductions were partially offset by the realization of deductible foreign investment basis for tax purposes. The Company’s income tax expense is composed primarily of the increase in deferred tax liabilities from indefinite-lived assets plus certain state cash tax expenses. The increase in valuation allowance on deferred tax assets was recognized as a result of negative evidence at the time, including recent losses in all tax jurisdictions, outweighing the more subjective positive evidence, indicating that it was more likely than not that the associated tax benefit will not be realized.
SEC Staff Accounting Bulletin 118 with respect to the Tax Act
On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin 118 (“SAB 118”), which provides guidance on accounting for the impacts of the Tax Act. SAB 118 provides a measurement period, not to exceed one year from the Tax Act enactment date, for companies to complete the accounting under Accounting Standards Codification Topic 740,
Income Taxes
(“ASC 740”)
.
In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete, but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. Provisional estimates are subject to adjustment during the measurement period until the accounting is complete. If a company cannot determine a provisional estimate to be included in the financial statements, it must continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.
The Company’s accounting for the impacts of the Tax Act is incomplete, and the recorded amounts discussed above in this Note are provisional estimates as of
August 31, 2018
. While the Company was able to reasonably estimate the impact of the reduction in the U.S. federal corporate rate on its U.S. net deferred tax liabilities, it may be affected by other analyses related to the Tax Act including, but not limited to, changes in the underlying accounts to which the respective deferred tax assets and liabilities relate and the state tax effects of adjustments made to federal temporary differences. The provisional benefit resulting from application of the Tax Act’s lower corporate tax rate to fiscal 2018 taxable income reflects reasonable estimates of the effects of the Tax Act which include, but are not limited to, the amount of capital expenditures for qualified property placed in service as of the end of fiscal 2018. The Company has not recorded any material adjustments to the provisional amounts recorded in the second quarter of fiscal 2018 related to the Tax Act.
In addition, as of August 31, 2018, the Company had not made an accounting policy election with respect to the treatment of Global Intangible Low-Taxed Income (“GILTI”). The election options are (1) recognizing deferred taxes for basis differences expected to reverse as GILTI and (2) accounting for GILTI as period costs if and when incurred. The Company is evaluating each election option.
89
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Deferred tax assets and liabilities comprise the following as of August 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
Deferred tax assets:
|
|
|
|
Environmental liabilities
|
$
|
7,853
|
|
|
$
|
11,187
|
|
Employee benefit accruals
|
10,677
|
|
|
13,692
|
|
State income tax and other
|
6,320
|
|
|
7,608
|
|
Net operating loss carryforwards
|
7,206
|
|
|
9,243
|
|
State credit carryforwards
|
8,243
|
|
|
6,678
|
|
Inventory valuation methods
|
944
|
|
|
690
|
|
Amortizable goodwill and other intangibles
|
27,433
|
|
|
38,767
|
|
Valuation allowances
|
(16,484
|
)
|
|
(67,348
|
)
|
Total deferred tax assets
|
$
|
52,192
|
|
|
$
|
20,517
|
|
Deferred tax liabilities:
|
|
|
|
Accelerated depreciation and other basis differences
|
$
|
31,622
|
|
|
$
|
37,096
|
|
Prepaid expense acceleration
|
1,979
|
|
|
2,568
|
|
Total deferred tax liabilities
|
33,601
|
|
|
39,664
|
|
Net deferred tax asset (liability)
|
$
|
18,591
|
|
|
$
|
(19,147
|
)
|
As of
August 31, 2018
, foreign operating loss carryforwards were
$22 million
, which expire if not used between
2024
and
2033
. State credit carryforwards will expire if not used between
2019
and
2027
.
Valuation Allowances
The Company assesses the realizability of its deferred tax assets on a quarterly basis through an analysis of potential sources of future taxable income, including prior year taxable income available to absorb a carryback of tax losses, reversals of existing taxable temporary differences, tax planning strategies, and forecasts of taxable income. The Company considers all negative and positive evidence, including the weight of the evidence, to determine if valuation allowances against deferred tax assets are required. In fiscal 2018, the Company released valuation allowances against certain U.S., Canadian and state deferred tax assets resulting in discrete tax benefits totaling
$37 million
. The release of these valuation allowances was the result of sufficient positive evidence, including cumulative income in the Company’s U.S. and Canadian tax jurisdictions in recent years and projections of future taxable income based primarily on the Company's improved financial performance, that it is more-likely-than-not that the deferred tax assets will be realized. The Company continues to maintain valuation allowances against certain U.S., Canadian and state and all Puerto Rican deferred tax assets. Canadian deferred tax assets against which the Company continues to maintain a valuation allowance relate to indefinite-lived assets.
Accounting for Uncertainty in Income Taxes
The following table summarizes the activity related to the Company’s reserve for unrecognized tax benefits, excluding interest and penalties, for the years ended August 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
Unrecognized tax benefits, as of the beginning of the year
|
$
|
5,548
|
|
|
$
|
4,724
|
|
|
$
|
3,970
|
|
Additions (reductions) for tax positions of prior years
|
171
|
|
|
(120
|
)
|
|
(56
|
)
|
Additions for tax positions of the current year
|
596
|
|
|
944
|
|
|
810
|
|
Reduction attributable to federal tax reform
|
(1,261
|
)
|
|
—
|
|
|
—
|
|
Unrecognized tax benefits, as of the end of the year
|
$
|
5,054
|
|
|
$
|
5,548
|
|
|
$
|
4,724
|
|
The Company does not anticipate any material changes to the reserve in the next 12 months. The recognized amounts of tax-related penalties and interest were not material for all periods presented.
The Company files federal and state income tax returns in the U.S. and foreign tax returns in Puerto Rico and Canada. For U.S. federal income tax returns, fiscal years 2014 to 2017 remain subject to examination under the statute of limitations.
90
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 14
– Net Income (Loss) Per Share
The following table sets forth the information used to compute basic and diluted net income (loss) per share attributable to SSI for the years ended August 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
Income (loss) from continuing operations
|
$
|
159,443
|
|
|
$
|
47,368
|
|
|
$
|
(16,240
|
)
|
Net income attributable to noncontrolling interests
|
(3,338
|
)
|
|
(2,467
|
)
|
|
(1,821
|
)
|
Income (loss) from continuing operations attributable to SSI
|
156,105
|
|
|
44,901
|
|
|
(18,061
|
)
|
Income (loss) from discontinued operations, net of tax
|
346
|
|
|
(390
|
)
|
|
(1,348
|
)
|
Net income (loss) attributable to SSI
|
$
|
156,451
|
|
|
$
|
44,511
|
|
|
$
|
(19,409
|
)
|
Computation of shares:
|
|
|
|
|
|
Weighted average common shares outstanding, basic
|
27,645
|
|
|
27,537
|
|
|
27,229
|
|
Incremental common shares attributable to dilutive performance share, RSU and DSU awards
|
944
|
|
|
604
|
|
|
—
|
|
Weighted average common shares outstanding, diluted
|
28,589
|
|
|
28,141
|
|
|
27,229
|
|
Common stock equivalent shares of
62,019
,
251,899
and
1,016,745
were considered antidilutive and were excluded from the calculation of diluted net income (loss) per share attributable to SSI for the years ended
August 31, 2018, 2017 and 2016
, respectively.
Note 15
– Related Party Transactions
The Company purchases recycled metal from its joint venture operations at prices that approximate fair market value. These purchases totaled
$16 million
,
$14 million
and
$12 million
for the years ended
August 31, 2018, 2017 and 2016
, respectively.
Note 16
– Segment Information
The accounting standards for reporting information about operating segments define an operating segment as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses for which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.
Prior to the fourth quarter of fiscal 2017, the Company’s internal organizational and reporting structure included
two
operating and reportable segments: AMR and the Steel Manufacturing Business (“SMB”). In the fourth quarter of fiscal 2017, in accordance with its plan announced in June 2017, the Company modified its internal organizational and reporting structure to combine its steel manufacturing operations, which had been reported as the SMB segment, with its Oregon metals recycling operations, which had been reported within the AMR segment, forming the CSS division. This resulted in a realignment of how the Chief Executive Officer, who is considered the Company’s chief operating decision maker, reviews performance and makes decisions on resource allocation. The Company began reporting under this new segment structure in the fourth quarter of fiscal 2017 as reflected in its Annual Report on Form 10-K for the year ended August 31, 2017. The segment data for the comparable periods presented prior to the segment change have been recast to conform to the current period presentation for all activities of the reorganized segments. Recasting this historical information did not have an impact on the Company’s consolidated financial performance for any of the periods presented.
AMR acquires and recycles ferrous and nonferrous scrap metal for sale to foreign and domestic metal producers, processors and brokers, and procures salvaged vehicles and sells serviceable used auto parts from these vehicles through a network of self-service auto parts stores. These auto parts stores also supply the Company’s shredding facilities with autobodies that are processed into saleable recycled scrap metal.
CSS operates a steel mini-mill that produces a range of finished steel long products using ferrous recycled scrap metal and other raw materials. CSS’s steel mill obtains substantially all of its scrap metal raw material requirements from its integrated metals recycling and joint venture operations. CSS’s metals recycling operations also sell recycled metal to external customers primarily in export markets.
The Company holds noncontrolling ownership interests in joint ventures, which are either in the metals recycling business or are suppliers of unprocessed metal. The Company’s allocable portion of the results of these joint ventures is reported within the
91
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
segment results. The joint ventures sell recycled scrap metal to AMR and to CSS at prices that approximate local market rates, which produces intercompany profit. This intercompany profit is eliminated while the products remain in inventory and is not recognized until the finished products are sold to third parties. As of
August 31, 2018
, the Company had
two
50%
-owned joint venture interests,
one
presented as part of AMR operations, and
one
presented as part of CSS operations. During fiscal 2018,
two
of the Company’s
50%
joint venture interests presented as part of AMR operations dissolved. During fiscal 2017, the Company sold
one
of its
50%
joint venture interests presented as part of CSS operations.
Intersegment sales from AMR to CSS are made at prices that approximate local market rates. These intercompany sales tend to produce intercompany profit which is not recognized until the finished products are ultimately sold to third parties.
The information provided below is obtained from internal information that is provided to the Company’s chief operating decision maker for the purpose of corporate management. The Company uses segment operating income to measure segment performance. The Company does not allocate corporate interest income and expense, income taxes and other income to its reportable segments. Certain expenses related to shared services that support operational activities and transactions are allocated from Corporate to the segments. Unallocated Corporate expense consists primarily of expense for management and certain administrative services that benefit both reportable segments. In addition, the Company does not allocate certain items to segment operating income because management does not include the information in its measurement of the performance of the operating segments. Such unallocated items include restructuring charges and other exit-related activities, charges related to legacy environmental liabilities, and provisions for certain legal matters. Because of the unallocated income and expense, the operating income of each reportable segment does not reflect the operating income the reportable segment would report as a stand-alone business. The results of discontinued operations are excluded from segment operating income and are presented separately, net of tax, from the results of ongoing operations for all periods presented.
In the fourth quarter of fiscal 2018, the Company modified its measurement of segment operating income to classify all legacy environmental charges within Corporate in order to align the measures with how the Chief Executive Officer, who is considered the Company’s chief operating decision maker, reviews performance and makes decisions on resource allocation. The change has been applied prospectively beginning in the fourth quarter of fiscal 2018, and such legacy environmental charges incurred during the quarter are reported within the Corporate division. In the fourth quarter of fiscal 2018, the Company recorded
$1 million
of legacy environmental charges to the Corporate division that, prior to the change, would have been classified within AMR. Legacy environmental charges reflected in AMR’s operating results prior to the change are not material to the Consolidated Financial Statements either individually or in the aggregate. Environmental charges are reported within selling, general and administrative expense in the Consolidated Statements of Operations.
The following is a summary of the Company’s total assets as of August 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
Total assets:
|
|
|
|
Auto and Metals Recycling
(1)
|
$
|
1,485,626
|
|
|
$
|
1,298,757
|
|
Cascade Steel and Scrap
|
740,967
|
|
|
696,269
|
|
Total segment assets
|
2,226,593
|
|
|
1,995,026
|
|
Corporate and eliminations
(2)
|
(1,121,776
|
)
|
|
(1,061,271
|
)
|
Total assets
|
$
|
1,104,817
|
|
|
$
|
933,755
|
|
Property, plant and equipment, net
(3)
|
$
|
415,711
|
|
|
$
|
390,629
|
|
_____________________________
|
|
(1)
|
AMR total assets include
$4 million
and
$5 million
as of
August 31, 2018 and 2017
, respectively, for investments in joint ventures. CSS total assets include
$8 million
and
$7 million
as of
August 31, 2018 and 2017
, respectively, for investment in joint ventures.
|
|
|
(2)
|
The substantial majority of Corporate and eliminations total assets consist of Corporate intercompany payables to the Company’s operating segments and intercompany eliminations.
|
|
|
(3)
|
Property, plant and equipment, net includes
$15 million
and
$17 million
as of
August 31, 2018 and 2017
, respectively, at the Company’s Canadian locations.
|
92
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The table below illustrates the Company’s results from continuing operations by reportable segment for the years ended August 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
AMR:
|
|
|
|
|
|
Revenues
|
$
|
1,908,966
|
|
|
$
|
1,363,618
|
|
|
$
|
1,060,592
|
|
Less: Intersegment revenues
|
(24,892
|
)
|
|
(15,647
|
)
|
|
(12,081
|
)
|
AMR external customer revenues
|
1,884,074
|
|
|
1,347,971
|
|
|
1,048,511
|
|
CSS:
|
|
|
|
|
|
Revenues
|
480,641
|
|
|
339,620
|
|
|
304,032
|
|
Total revenues
|
$
|
2,364,715
|
|
|
$
|
1,687,591
|
|
|
$
|
1,352,543
|
|
Depreciation and amortization:
|
|
|
|
|
|
AMR
|
$
|
35,564
|
|
|
$
|
34,853
|
|
|
$
|
39,033
|
|
CSS
|
11,724
|
|
|
12,525
|
|
|
13,052
|
|
Segment depreciation and amortization
|
47,288
|
|
|
47,378
|
|
|
52,085
|
|
Corporate
|
2,384
|
|
|
2,462
|
|
|
2,545
|
|
Total depreciation and amortization
|
$
|
49,672
|
|
|
$
|
49,840
|
|
|
$
|
54,630
|
|
Capital expenditures:
|
|
|
|
|
|
AMR
|
$
|
67,099
|
|
|
$
|
34,575
|
|
|
$
|
26,623
|
|
CSS
|
9,600
|
|
|
10,224
|
|
|
7,044
|
|
Segment capital expenditures
|
76,699
|
|
|
44,799
|
|
|
33,667
|
|
Corporate
|
927
|
|
|
141
|
|
|
904
|
|
Total capital expenditures
|
$
|
77,626
|
|
|
$
|
44,940
|
|
|
$
|
34,571
|
|
Reconciliation of the Company’s segment operating income to income (loss) from continuing operations before income taxes:
|
|
|
|
|
|
AMR
(1)
|
$
|
169,120
|
|
|
$
|
91,405
|
|
|
$
|
23,168
|
|
CSS
(2)
|
38,286
|
|
|
5,275
|
|
|
4,696
|
|
Segment operating income
|
207,406
|
|
|
96,680
|
|
|
27,864
|
|
Restructuring charges and other exit-related activities
|
661
|
|
|
109
|
|
|
(6,781
|
)
|
Corporate and eliminations
|
(59,079
|
)
|
|
(40,776
|
)
|
|
(28,925
|
)
|
Operating income (loss)
|
148,988
|
|
|
56,013
|
|
|
(7,842
|
)
|
Interest expense
|
(8,983
|
)
|
|
(8,081
|
)
|
|
(8,889
|
)
|
Other income, net
|
1,848
|
|
|
758
|
|
|
1,226
|
|
Income (loss) from continuing operations before income taxes
|
$
|
141,853
|
|
|
$
|
48,690
|
|
|
$
|
(15,505
|
)
|
_____________________________
|
|
(1)
|
AMR operating income includes less than
$(1) million
,
$2 million
and less than
$1 million
in income (loss) from joint ventures accounted for by the equity method in fiscal
2018
,
2017
and
2016
, respectively. AMR operating income includes a goodwill impairment charge of
$9 million
in fiscal 2016, and other asset impairment charges (recoveries), net of
$(1) million
, less than
$(1) million
, and
$16 million
in fiscal
2018
,
2017
and
2016
, respectively.
|
|
|
(2)
|
CSS operating income includes
$2 million
,
$1 million
and less than
$1 million
in income from joint ventures accounted for by the equity method in fiscal
2018
,
2017
and
2016
, respectively. CSS operating income includes asset impairment charges (recoveries), net of less than
$(1) million
,
$(1) million
and
$4 million
in fiscal
2018
,
2017
and
2016
, respectively.
|
93
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following revenues from external customers are presented based on the sales destination and by major product for the years ended August 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
Revenues based on sales destination:
|
|
|
|
|
|
Foreign
|
$
|
1,354,460
|
|
|
$
|
894,265
|
|
|
$
|
683,569
|
|
Domestic
|
1,010,255
|
|
|
793,326
|
|
|
668,974
|
|
Total revenues from external customers
|
$
|
2,364,715
|
|
|
$
|
1,687,591
|
|
|
$
|
1,352,543
|
|
|
|
|
|
|
|
Major product information:
|
|
|
|
|
|
Ferrous scrap metal
|
$
|
1,328,447
|
|
|
$
|
855,161
|
|
|
$
|
619,060
|
|
Nonferrous scrap metal
|
529,466
|
|
|
425,989
|
|
|
340,025
|
|
Retail and other
|
142,953
|
|
|
126,235
|
|
|
123,553
|
|
Finished steel products
|
363,849
|
|
|
280,206
|
|
|
269,355
|
|
Semi-finished steel products
|
—
|
|
|
—
|
|
|
550
|
|
Total revenues from external customers
|
$
|
2,364,715
|
|
|
$
|
1,687,591
|
|
|
$
|
1,352,543
|
|
In fiscal
2018, 2017 and 2016
, there were
no
external customers that accounted for more than
10%
of the Company’s consolidated revenues. Sales to customers in foreign countries are a significant part of the Company’s business. The schedule below identifies those foreign countries to which the Company’s sales exceeded
10%
of consolidated revenues in any of the last three years ended August 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
% of
Revenue
|
|
2017
|
|
% of
Revenue
|
|
2016
|
|
% of
Revenue
|
Turkey
(1)
|
$
|
262,835
|
|
|
11
|
%
|
|
N/A
|
|
|
N/A
|
|
|
$
|
163,696
|
|
|
12
|
%
|
China
|
$
|
255,097
|
|
|
11
|
%
|
|
$
|
216,231
|
|
|
13
|
%
|
|
$
|
150,570
|
|
|
11
|
%
|
_____________________________
|
|
(1)
|
N/A = Sales were less than the 10% threshold.
|
94
/
Schnitzer Steel Industries, Inc. Form 10-K 2018
Quarterly Financial Data (Unaudited)
In the opinion of management, this unaudited quarterly financial summary includes all adjustments necessary for a fair statement of the results for the periods represented (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2018
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
Revenues
|
$
|
483,279
|
|
|
$
|
559,443
|
|
|
$
|
652,416
|
|
|
$
|
669,577
|
|
Cost of goods sold
|
$
|
406,251
|
|
|
$
|
472,462
|
|
|
$
|
549,164
|
|
|
$
|
582,608
|
|
Operating income
|
$
|
26,423
|
|
|
$
|
33,358
|
|
|
$
|
51,234
|
|
|
$
|
37,973
|
|
Income (loss) from discontinued operations, net of tax
|
$
|
(35
|
)
|
|
$
|
164
|
|
|
$
|
(56
|
)
|
|
$
|
273
|
|
Net income attributable to SSI
|
$
|
18,364
|
|
|
$
|
41,016
|
|
|
$
|
37,402
|
|
|
$
|
59,669
|
|
Basic net income per share attributable to SSI
|
$
|
0.66
|
|
|
$
|
1.48
|
|
|
$
|
1.35
|
|
|
$
|
2.18
|
|
Diluted net income per share attributable to SSI
|
$
|
0.64
|
|
|
$
|
1.42
|
|
|
$
|
1.31
|
|
|
$
|
2.09
|
|
|
|
Fiscal 2017
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
Revenues
|
$
|
334,161
|
|
|
$
|
382,084
|
|
|
$
|
477,088
|
|
|
$
|
494,258
|
|
Cost of goods sold
|
$
|
295,892
|
|
|
$
|
326,804
|
|
|
$
|
411,109
|
|
|
$
|
430,703
|
|
Operating income
|
$
|
587
|
|
|
$
|
14,171
|
|
|
$
|
19,147
|
|
|
$
|
22,108
|
|
Loss from discontinued operations, net of tax
|
$
|
(53
|
)
|
|
$
|
(95
|
)
|
|
$
|
(127
|
)
|
|
$
|
(114
|
)
|
Net income (loss) attributable to SSI
|
$
|
(1,326
|
)
|
|
$
|
11,037
|
|
|
$
|
16,565
|
|
|
$
|
18,235
|
|
Basic net income (loss) per share attributable to SSI
|
$
|
(0.05
|
)
|
|
$
|
0.40
|
|
|
$
|
0.60
|
|
|
$
|
0.66
|
|
Diluted net income (loss) per share attributable to SSI
|
$
|
(0.05
|
)
|
|
$
|
0.40
|
|
|
$
|
0.60
|
|
|
$
|
0.64
|
|
___________________________
The sum of quarterly amounts may not agree to the full-year equivalent due to rounding.
In the second quarter of fiscal 2018, results included an income tax benefit of
$7 million
related to the impacts of U.S. federal tax legislation enacted during the quarter, and a discrete income tax benefit of
$7 million
, related to the release of valuation allowances against certain U.S. and state deferred tax assets. In the fourth quarter of fiscal 2018, results included a discrete income tax benefit of
$30 million
related to the release of valuation allowances against certain deferred tax assets.
95
/
Schnitzer Steel Industries, Inc. Form 10-K 2018