OREGON
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93-0341923
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(State of Incorporation)
|
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(I.R.S. Employer Identification No.)
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299 SW Clay St., Suite 350
Portland, OR
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97201
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(Address of principal executive offices)
|
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(Zip Code)
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Class A Common Stock, $1.00 par value
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The NASDAQ Global Select Market
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(Title of Each Class)
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(Name of each Exchange on which registered)
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Large Accelerated Filer [ x ]
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Accelerated Filer [ ]
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Non-Accelerated Filer [ ]
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Smaller Reporting company [ ]
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PAGE
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Item 15
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2013
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|
% of
Revenue
|
|
2012
|
|
% of
Revenue
|
|
2011
|
|
% of
Revenue
|
|||||||||
Asia
|
$
|
1,161,086
|
|
|
57
|
%
|
|
$
|
1,598,889
|
|
|
58
|
%
|
|
$
|
1,837,011
|
|
|
63
|
%
|
North America
|
609,684
|
|
|
30
|
%
|
|
728,338
|
|
|
26
|
%
|
|
691,678
|
|
|
24
|
%
|
|||
Europe
(1)
|
381,867
|
|
|
19
|
%
|
|
480,723
|
|
|
17
|
%
|
|
325,191
|
|
|
11
|
%
|
|||
Africa
|
53,841
|
|
|
3
|
%
|
|
130,469
|
|
|
5
|
%
|
|
216,124
|
|
|
7
|
%
|
|||
South America
|
4,006
|
|
|
—
|
%
|
|
10,288
|
|
|
1
|
%
|
|
—
|
|
|
—
|
%
|
|||
Sales to SMB
|
(178,341
|
)
|
|
(9
|
)%
|
|
(183,906
|
)
|
|
(7
|
)%
|
|
(169,331
|
)
|
|
(5
|
)%
|
|||
Total (net of intercompany)
|
$
|
2,032,143
|
|
|
100
|
%
|
|
$
|
2,764,801
|
|
|
100
|
%
|
|
$
|
2,900,673
|
|
|
100
|
%
|
(1)
|
Includes sales to customers in Turkey.
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Revenues
(1)
|
|
Volume
(2)
|
|
Revenues
(1)
|
|
Volume
(2)
|
|
Revenues
(1)
|
|
Volume
(2)
|
|||||||||
Foreign
|
$
|
1,255,636
|
|
|
3,167
|
|
|
$
|
1,799,991
|
|
|
3,928
|
|
|
$
|
1,974,972
|
|
|
4,236
|
|
Domestic
|
421,399
|
|
|
1,142
|
|
|
497,589
|
|
|
1,187
|
|
|
450,516
|
|
|
1,093
|
|
|||
Total
|
$
|
1,677,035
|
|
|
4,309
|
|
|
$
|
2,297,580
|
|
|
5,115
|
|
|
$
|
2,425,488
|
|
|
5,329
|
|
(1)
|
Revenues stated in thousands of dollars.
|
(2)
|
Volume stated in thousands of long tons (one long ton = 2,240 pounds).
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Revenues
(1)
|
|
Volume
(2)
|
|
Revenues
(1)
|
|
Volume
(2)
|
|
Revenues
(1)
|
|
Volume
(2)
|
|||||||||
Foreign
|
$
|
345,973
|
|
|
369,869
|
|
|
$
|
420,378
|
|
|
451,163
|
|
|
$
|
412,891
|
|
|
399,933
|
|
Domestic
|
155,682
|
|
|
150,573
|
|
|
194,089
|
|
|
177,489
|
|
|
206,749
|
|
|
168,627
|
|
|||
Total
|
$
|
501,655
|
|
|
520,442
|
|
|
$
|
614,467
|
|
|
628,652
|
|
|
$
|
619,640
|
|
|
568,560
|
|
(1)
|
Revenues stated in thousands of dollars.
|
(2)
|
Volume stated in thousands of pounds.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Domestic
|
$
|
305,035
|
|
|
$
|
295,618
|
|
|
$
|
296,554
|
|
Foreign
|
8,271
|
|
|
21,266
|
|
|
23,279
|
|
|||
Sales to MRB
|
(75,992
|
)
|
|
(73,974
|
)
|
|
(78,795
|
)
|
|||
Total (net of intercompany)
|
$
|
237,314
|
|
|
$
|
242,910
|
|
|
$
|
241,038
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Revenues
(1)
|
|
Volume
(2)
|
|
Revenues
(1)
|
|
Volume
(2)
|
|
Revenues
(1)
|
|
Volume
(2)
|
|||||||||
Finished steel products
|
$
|
346,982
|
|
|
487,542
|
|
|
$
|
332,719
|
|
|
447,254
|
|
|
$
|
317,338
|
|
|
438,874
|
|
Semi-finished steel products
(3)
|
5,472
|
|
|
14,011
|
|
|
508
|
|
|
132
|
|
|
145
|
|
|
199
|
|
|||
Total
|
$
|
352,454
|
|
|
501,553
|
|
|
$
|
333,227
|
|
|
447,386
|
|
|
$
|
317,483
|
|
|
439,073
|
|
(1)
|
Revenues stated in thousands of dollars.
|
(2)
|
Volume stated in short tons (one short ton = 2,000 pounds).
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(3)
|
Includes primarily sales of billets except for fiscal 2012 in which
$391
were recorded for sales of by-products of mill production for which volumes are not tracked.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Domestic
|
$
|
304,598
|
|
|
$
|
290,710
|
|
|
$
|
256,888
|
|
Foreign
(1)
|
47,856
|
|
|
42,517
|
|
|
60,595
|
|
|||
Total
|
$
|
352,454
|
|
|
$
|
333,227
|
|
|
$
|
317,483
|
|
(1)
|
Includes sales to Canada of
$47 million
,
$42 million
and
$59 million
in fiscal
2013, 2012 and 2011
, respectively.
|
•
|
In December 2012, we acquired substantially all of the assets of Ralph’s Auto Supply (B.C.) Ltd., a used auto parts business with four stores in Richmond and Surrey, British Columbia, which expanded APB’s presence in Western Canada and is near MRB’s operations in Surrey, British Columbia.
|
•
|
In December 2012, we acquired substantially all of the assets of U-Pick-It, Inc., a used auto parts business with two stores in the Kansas City metropolitan area in Missouri and Kansas, which expanded APB’s presence in the Midwestern U.S.
|
•
|
In December 2012, we acquired all of the equity interests of Freetown Self Serve Used Auto Parts, LLC, Freetown Transfer Facility, LLC, Millis Used Auto Parts, Inc. and Millis Industries, Inc., which together operated a used auto parts and scrap metal recycling business with two stores in Massachusetts. This acquisition established a new APB presence in the Northeastern U.S. and expanded the nearby MRB operations.
|
•
|
In June 2013, we acquired substantially all of the assets of Bill’s Auto Parts, Inc. and Perkins Horseshoe Works, Inc., which operated a used auto parts business with one store in Rhode Island. This acquisition expanded APB’s presence in the Northeastern U.S. and is near MRB’s operations.
|
•
|
In June 2012, we acquired substantially all of the assets of Rocky Mountain Salvage, Ltd., a metals recycler in Hinton, Alberta, which expanded MRB’s presence in Western Canada.
|
•
|
In September 2010, we acquired substantially all of the assets of SOS Metals Island Recycling, LLC, a metals recycler in Maui, Hawaii, to provide an additional source of scrap metal for our MRB Hawaii facility.
|
•
|
In November 2010, we acquired substantially all of the assets utilized by Specialized Parts Planet, Inc. at its Stockton, California used auto parts facility, which expanded APB’s presence in the Western U.S.
|
•
|
In December 2010, we acquired substantially all of the assets of Waco U-Pull It, Inc., a used auto parts store in Waco, Texas, which expanded APB’s presence in the Southwestern U.S.
|
•
|
In December 2010, we acquired substantially all of the assets of Macon Iron & Paper Stock Co., a metals recycler with two yards in Macon, Georgia, which expanded MRB’s presence in the Southeastern U.S.
|
•
|
In December 2010, we acquired substantially all of the assets of Steel Pacific Recycling Inc., a metals recycler with six yards on Vancouver Island, British Columbia, Canada, that previously supplied ferrous scrap to MRB’s Tacoma, Washington facility. This acquisition marked MRB’s initial expansion into Canada.
|
•
|
In January 2011, we acquired substantially all of the assets of State Line Scrap Co., Inc., a metals recycler with one yard in Attleboro, Massachusetts, which expanded MRB’s presence in the Northeastern U.S.
|
•
|
In January 2011, we acquired substantially all of the mobile car crushing assets of Northwest Recycling, Inc., based in Portland, Oregon, which provides scrap metal for MRB’s Portland, Oregon facility.
|
•
|
In February 2011, we acquired substantially all of the assets of Ferrill’s Auto Parts, Inc., a used auto parts business with three stores in Seattle, Washington, which expanded APB’s presence in the Northwestern U.S.
|
•
|
In March 2011, we acquired substantially all of the metals recycling business assets of Amix Salvage & Sales Ltd., which operated four metals recycling yards in British Columbia, Canada and two metals recycling yards in Alberta, Canada that previously supplied ferrous scrap to MRB’s Tacoma, Washington facility. This acquisition expanded MRB’s presence in Western Canada. As part of the consideration paid, we issued the seller common shares equal to 20% of the issued and outstanding capital stock of our acquisition subsidiary.
|
•
|
In April 2011, we acquired substantially all of the assets of American Metal Group, Inc. and certain of its affiliates, a metals recycler with yards in San Jose and Santa Clara, California that previously supplied ferrous scrap to MRB’s Oakland, California facility. This acquisition expanded MRB’s presence in the Western U.S.
|
•
|
The U.S. Environmental Protection Agency (“EPA”);
|
•
|
Remediation under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”);
|
•
|
The discharge of materials and emissions into the air;
|
•
|
The prevention and remediation of soil and groundwater contamination;
|
•
|
The management and treatment of wastewater and storm water;
|
•
|
Global climate change;
|
•
|
The treatment, handling and/or disposal of solid waste and hazardous waste; and
|
•
|
The protection of our employees’ health and safety.
|
•
|
Difficulty integrating the acquired businesses’ personnel and operations;
|
•
|
Potential loss of key employees or customers of the acquired business;
|
•
|
Difficulties in realizing anticipated cost savings, efficiencies and synergies;
|
•
|
Unexpected costs;
|
•
|
Inaccurate assessment of or undisclosed liabilities;
|
•
|
Inability to maintain uniform standards, controls and procedures; and
|
•
|
Difficulty managing the growth of a larger company.
|
•
|
Waste disposal;
|
•
|
Air emissions;
|
•
|
Waste water and storm water management and treatment;
|
•
|
Soil and groundwater contamination remediation;
|
•
|
Global climate change;
|
•
|
Discharge, storage, handling and disposal of hazardous materials; and
|
•
|
Employee health and safety.
|
Division
|
No. of
Facilities
|
|
Acreage
|
||||||||
Leased
|
|
Owned
|
|
Total
|
|||||||
Corporate offices – Domestic
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Metals Recycling Business:
|
|
|
|
|
|
|
|
||||
Domestic:
|
|
|
|
|
|
|
|
||||
Collection and processing
|
42
|
|
|
48
|
|
|
713
|
|
|
761
|
|
Collection
|
9
|
|
|
7
|
|
|
28
|
|
|
35
|
|
Inactive
|
6
|
|
|
2
|
|
|
11
|
|
|
13
|
|
Foreign:
(2)
|
|
|
|
|
|
|
|
||||
Collection and processing
|
4
|
|
|
33
|
|
|
4
|
|
|
37
|
|
Collection
|
5
|
|
|
22
|
|
|
5
|
|
|
27
|
|
Inactive
|
2
|
|
|
19
|
|
|
—
|
|
|
19
|
|
Other
|
1
|
|
|
9
|
|
|
—
|
|
|
9
|
|
Auto Parts Business:
|
|
|
|
|
|
|
|
||||
Domestic:
(1)
|
|
|
|
|
|
|
|
||||
Administrative offices and other
|
3
|
|
|
5
|
|
|
—
|
|
|
5
|
|
Stores
|
53
|
|
|
660
|
|
|
116
|
|
|
776
|
|
Inactive
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Foreign stores
(2)
|
8
|
|
|
71
|
|
|
—
|
|
|
71
|
|
Steel Manufacturing Business:
|
|
|
|
|
|
|
|
||||
Domestic:
|
|
|
|
|
|
|
|
||||
Steel mill and administrative offices
|
2
|
|
|
—
|
|
|
85
|
|
|
85
|
|
Inactive
|
1
|
|
|
—
|
|
|
51
|
|
|
51
|
|
Total company:
|
|
|
|
|
|
|
|
||||
Domestic
|
118
|
|
|
722
|
|
|
1,005
|
|
|
1,727
|
|
Foreign
(2)
|
20
|
|
|
154
|
|
|
9
|
|
|
163
|
|
Total
(3)
|
138
|
|
|
876
|
|
|
1,014
|
|
|
1,890
|
|
(1)
|
We jointly own
36
acres in California at
three
of our sites with minority interest partners.
|
(2)
|
All foreign facilities are located in Canada.
|
(3)
|
For long-lived assets by geography, see
Note 21
– Segment Information in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report.
|
|
Fiscal 2013
|
||||||||||
|
High Price
|
|
Low Price
|
|
Dividends Per Share
|
||||||
First Quarter
|
$
|
32.04
|
|
|
$
|
26.77
|
|
|
$
|
0.188
|
|
Second Quarter
|
$
|
31.90
|
|
|
$
|
27.70
|
|
|
$
|
0.188
|
|
Third Quarter
|
$
|
29.64
|
|
|
$
|
23.62
|
|
|
$
|
0.188
|
|
Fourth Quarter
|
$
|
27.22
|
|
|
$
|
23.38
|
|
|
$
|
0.188
|
|
|
Fiscal 2012
|
||||||||||
|
High Price
|
|
Low Price
|
|
Dividends Per Share
|
||||||
First Quarter
|
$
|
51.98
|
|
|
$
|
32.82
|
|
|
$
|
0.017
|
|
Second Quarter
|
$
|
49.35
|
|
|
$
|
40.85
|
|
|
$
|
0.017
|
|
Third Quarter
|
$
|
46.67
|
|
|
$
|
25.59
|
|
|
$
|
0.188
|
|
Fourth Quarter
|
$
|
33.03
|
|
|
$
|
22.78
|
|
|
$
|
0.188
|
|
|
Year Ended August 31,
|
||||||||||||||||||||||
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||||
Schnitzer Steel Industries
(1)
|
$
|
100
|
|
|
$
|
79
|
|
|
$
|
65
|
|
|
$
|
67
|
|
|
$
|
40
|
|
|
$
|
37
|
|
S&P 500
|
100
|
|
|
82
|
|
|
86
|
|
|
102
|
|
|
120
|
|
|
142
|
|
||||||
S&P Steel Index
|
100
|
|
|
59
|
|
|
61
|
|
|
65
|
|
|
46
|
|
|
47
|
|
||||||
NASDAQ
|
100
|
|
|
86
|
|
|
91
|
|
|
112
|
|
|
135
|
|
|
160
|
|
(1)
|
Because we operate in three distinct but related businesses, we have no direct market peer issuers.
|
|
Year Ended August 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
STATEMENT OF OPERATIONS DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
(in thousands, except per share and dividend data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
2,621,911
|
|
|
$
|
3,340,938
|
|
|
$
|
3,459,194
|
|
|
$
|
2,301,240
|
|
|
$
|
1,787,230
|
|
Operating income (loss)
(1)
|
$
|
(327,789
|
)
|
|
$
|
53,668
|
|
|
$
|
185,964
|
|
|
$
|
125,897
|
|
|
$
|
(51,124
|
)
|
Income (loss) from continuing operations
|
$
|
(280,023
|
)
|
|
$
|
28,917
|
|
|
$
|
123,637
|
|
|
$
|
84,508
|
|
|
$
|
(27,149
|
)
|
Loss from discontinued operations, net of tax
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(101
|
)
|
|
$
|
(13,832
|
)
|
|
$
|
(4,214
|
)
|
Net income (loss) attributable to SSI
|
$
|
(281,442
|
)
|
|
$
|
27,404
|
|
|
$
|
118,355
|
|
|
$
|
66,750
|
|
|
$
|
(32,229
|
)
|
Income (loss) per share from continuing operations attributable to SSI (diluted)
|
$
|
(10.56
|
)
|
|
$
|
0.99
|
|
|
$
|
4.24
|
|
|
$
|
2.86
|
|
|
$
|
(0.99
|
)
|
Net income (loss) per share attributable to SSI (diluted)
|
$
|
(10.56
|
)
|
|
$
|
0.99
|
|
|
$
|
4.23
|
|
|
$
|
2.37
|
|
|
$
|
(1.14
|
)
|
Dividends declared per common share
|
$
|
0.750
|
|
|
$
|
0.410
|
|
|
$
|
0.068
|
|
|
$
|
0.068
|
|
|
$
|
0.068
|
|
OTHER DATA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Shipments (in thousands)
(3)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Recycled ferrous metal (tons)
|
4,309
|
|
|
5,115
|
|
|
5,329
|
|
|
4,231
|
|
|
4,189
|
|
|||||
Recycled nonferrous metal (pounds)
|
520,442
|
|
|
628,652
|
|
|
568,560
|
|
|
478,786
|
|
|
397,056
|
|
|||||
Finished steel products (tons)
|
488
|
|
|
447
|
|
|
439
|
|
|
444
|
|
|
381
|
|
|||||
Average net selling price
(3)(4)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Recycled ferrous metal (per ton)
|
$
|
358
|
|
|
$
|
415
|
|
|
$
|
416
|
|
|
$
|
328
|
|
|
$
|
264
|
|
Recycled nonferrous metal (per pound)
|
$
|
0.93
|
|
|
$
|
0.94
|
|
|
$
|
1.06
|
|
|
$
|
0.83
|
|
|
$
|
0.61
|
|
Finished steel products (per ton)
|
$
|
680
|
|
|
$
|
715
|
|
|
$
|
697
|
|
|
$
|
587
|
|
|
$
|
617
|
|
Number of auto parts stores
(2)
|
61
|
|
|
51
|
|
|
50
|
|
|
45
|
|
|
39
|
|
|||||
Cars purchased by APB (in thousands)
|
356
|
|
|
339
|
|
|
353
|
|
|
329
|
|
|
258
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
August 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
BALANCE SHEET DATA (in thousands):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,405,512
|
|
|
$
|
1,763,573
|
|
|
$
|
1,890,169
|
|
|
$
|
1,343,418
|
|
|
$
|
1,268,233
|
|
Long-term debt, net of current maturities
|
$
|
372,663
|
|
|
$
|
334,629
|
|
|
$
|
403,287
|
|
|
$
|
99,240
|
|
|
$
|
110,414
|
|
Redeemable noncontrolling interest
|
$
|
—
|
|
|
$
|
22,248
|
|
|
19,053
|
|
|
—
|
|
|
—
|
|
(1)
|
The operating loss in fiscal 2013 includes a goodwill impairment charge of
$321 million
, other asset impairment charges of
$13 million
and restructuring charges of
$8 million
.
|
(2)
|
In fiscal 2010, the Company sold its full-service used auto parts operation, which had been operated as part of the Auto Parts Business reporting segment. The Company concluded that the divestiture met the definition of a discontinued operation. Accordingly, the results of this discontinued operation have been removed from other data for all periods presented.
|
(3)
|
Tons for recycled ferrous metal are long tons (2,240 pounds) and for finished steel products are short tons (2,000 pounds).
|
(4)
|
In accordance with generally accepted accounting principles, the Company reports revenues that include amounts billed for freight to customers, however, average net selling prices are shown net of amounts billed for freight.
|
•
|
Use of our seven deep water ports to access customers directly around the world and to meet demand wherever it is greatest;
|
•
|
Synergistic growth and continuous improvement and cost reduction initiatives which further integrate our operations and drive significant cost savings and efficiencies;
|
•
|
Growth through acquisitions and greenfield development in existing and new geographic regions that generate attractive returns; and
|
•
|
Continued investment in and benefit from technologies and process improvements which increase the separation and recovery of recycled materials from our shredding process.
|
•
|
Revenues of
$2.6 billion
, compared to
$3.3 billion
in the prior year;
|
•
|
Operating loss of
$328 million
, compared to operating income of
$54 million
in the prior year;
|
•
|
Adjusted operating income of
$14 million
, a reduction of
$45 million
, or
76%
, compared to the prior year (see the reconciliation of Adjusted consolidated operating income in Non-GAAP Financial Measures at the end of Item 7);
|
•
|
Net loss attributable to SSI of
$281 million
, or
$(10.56)
per diluted share, compared to net income of
$27 million
, or
$0.99
per diluted share, in the prior year; and
|
•
|
Adjusted net loss attributable to SSI of
$2 million
, or
$(0.07)
per diluted share, compared to adjusted net income attributable to SSI of
$31 million
, or
$1.12
per diluted share, in the prior year (see the reconciliation of Adjusted net income (loss) attributable to SSI in Non-GAAP Financial Measures at the end of Item 7).
|
•
|
Net cash provided by operating activities of
$39 million
, compared to
$245 million
in the prior year;
|
•
|
Debt, net of cash, of
$368 million
, compared to
$245 million
as of the prior year-end (see the reconciliation of Debt, net of cash, in Non-GAAP Financial Measures at the end of Item 7); and
|
•
|
Dividends paid of
$20 million
compared to
$11 million
in the prior year.
|
•
|
MRB revenues of
$2.2 billion
and operating loss of
$312 million
, compared to revenues of
$2.9 billion
and operating income of
$64 million
for the year ended
August 31, 2012
, respectively. Adjusted operating income at MRB was
$23 million
in fiscal 2013 (see the reconciliation of Adjusted MRB operating income (loss) in Non-GAAP Financial Measures at the end of Item 7);
|
•
|
APB revenues and operating income of
$313 million
and
$25 million
, respectively, compared to
$317 million
and
$33 million
for the year ended
August 31, 2012
, respectively; and
|
•
|
SMB revenues and operating income of
$352 million
and
$7 million
, respectively, compared to
$333 million
and operating loss of
$2 million
for the year ended
August 31, 2012
, respectively.
|
|
For the Year Ended August 31,
|
||||||||||||||||
|
|
|
|
|
|
|
% Increase/(Decrease)
|
||||||||||
($ in thousands)
|
2013
|
|
2012
|
|
2011
|
|
2013 vs 2012
|
|
2012 vs 2011
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Metals Recycling Business
|
$
|
2,210,484
|
|
|
$
|
2,948,707
|
|
|
$
|
3,070,004
|
|
|
(25
|
)%
|
|
(4
|
)%
|
Auto Parts Business
|
313,306
|
|
|
316,884
|
|
|
319,833
|
|
|
(1
|
)%
|
|
(1
|
)%
|
|||
Steel Manufacturing Business
|
352,454
|
|
|
333,227
|
|
|
317,483
|
|
|
6
|
%
|
|
5
|
%
|
|||
Intercompany revenue eliminations
(1)
|
(254,333
|
)
|
|
(257,880
|
)
|
|
(248,126
|
)
|
|
(1
|
)%
|
|
4
|
%
|
|||
Total revenues
|
2,621,911
|
|
|
3,340,938
|
|
|
3,459,194
|
|
|
(22
|
)%
|
|
(3
|
)%
|
|||
Cost of goods sold:
|
|
|
|
|
|
|
|
|
|
||||||||
Metals Recycling Business
|
2,095,747
|
|
|
2,780,844
|
|
|
2,810,128
|
|
|
(25
|
)%
|
|
(1
|
)%
|
|||
Auto Parts Business
|
233,835
|
|
|
228,784
|
|
|
203,094
|
|
|
2
|
%
|
|
13
|
%
|
|||
Steel Manufacturing Business
|
339,625
|
|
|
328,900
|
|
|
308,319
|
|
|
3
|
%
|
|
7
|
%
|
|||
Intercompany cost of goods sold eliminations
(1)
|
(253,816
|
)
|
|
(258,812
|
)
|
|
(249,376
|
)
|
|
(2
|
)%
|
|
4
|
%
|
|||
Total cost of goods sold
|
2,415,391
|
|
|
3,079,716
|
|
|
3,072,165
|
|
|
(22
|
)%
|
|
—
|
%
|
|||
Selling, general and administrative expense:
|
|
|
|
|
|
|
|
|
|
||||||||
Metals Recycling Business
|
93,563
|
|
|
106,462
|
|
|
99,979
|
|
|
(12
|
)%
|
|
6
|
%
|
|||
Auto Parts Business
|
54,932
|
|
|
54,796
|
|
|
52,712
|
|
|
—
|
%
|
|
4
|
%
|
|||
Steel Manufacturing Business
|
6,288
|
|
|
6,408
|
|
|
6,602
|
|
|
(2
|
)%
|
|
(3
|
)%
|
|||
Corporate
(2)
|
38,750
|
|
|
37,512
|
|
|
46,394
|
|
|
3
|
%
|
|
(19
|
)%
|
|||
Total SG&A expense
|
193,533
|
|
|
205,178
|
|
|
205,687
|
|
|
(6
|
)%
|
|
—
|
%
|
|||
Income from joint ventures:
|
|
|
|
|
|
|
|
|
|
||||||||
Metals Recycling Business
|
(1,330
|
)
|
|
(2,471
|
)
|
|
(4,749
|
)
|
|
(46
|
)%
|
|
(48
|
)%
|
|||
Change in intercompany profit elimination
(3)
|
147
|
|
|
(165
|
)
|
|
127
|
|
|
NM
|
|
|
NM
|
|
|||
Total income from joint ventures
|
(1,183
|
)
|
|
(2,636
|
)
|
|
(4,622
|
)
|
|
(55
|
)%
|
|
(43
|
)%
|
|||
Goodwill impairment charge - Metals Recycling Business
|
321,000
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
NM
|
|
|||
Other asset impairment charges - Metals Recycling Business
|
13,053
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
NM
|
|
|||
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||
Metals Recycling Business
|
(311,549
|
)
|
|
63,872
|
|
|
164,646
|
|
|
NM
|
|
|
(61
|
)%
|
|||
Auto Parts Business
|
24,539
|
|
|
33,304
|
|
|
64,027
|
|
|
(26
|
)%
|
|
(48
|
)%
|
|||
Steel Manufacturing Business
|
6,541
|
|
|
(2,081
|
)
|
|
2,562
|
|
|
NM
|
|
|
NM
|
|
|||
Segment operating income (loss)
|
(280,469
|
)
|
|
95,095
|
|
|
231,235
|
|
|
NM
|
|
|
(59
|
)%
|
|||
Restructuring charges
(4)
|
(7,906
|
)
|
|
(5,012
|
)
|
|
—
|
|
|
58
|
%
|
|
NM
|
|
|||
Corporate expense
(2)
|
(38,750
|
)
|
|
(37,512
|
)
|
|
(46,394
|
)
|
|
3
|
%
|
|
(19
|
)%
|
|||
Change in intercompany profit elimination
(5)
|
(664
|
)
|
|
1,097
|
|
|
1,123
|
|
|
NM
|
|
|
(2
|
)%
|
|||
Total operating income (loss)
|
$
|
(327,789
|
)
|
|
$
|
53,668
|
|
|
$
|
185,964
|
|
|
NM
|
|
|
(71
|
)%
|
(1)
|
MRB sells recycled ferrous metal to SMB at rates per ton that approximate West Coast U.S. export market prices. In addition, APB sells ferrous and nonferrous material to MRB. These intercompany revenues and costs of goods sold are eliminated in consolidation.
|
(2)
|
Corporate expense consists primarily of unallocated expenses for services that benefit all three business segments. As a consequence of this unallocated expense, the operating income (loss) of each segment does not reflect the operating income (loss) the segment would report as a stand-alone business.
|
(3)
|
The joint ventures sell recycled ferrous metal to MRB and then subsequently to SMB at rates per ton that approximate West Coast U.S. export market prices. Consequently, these intercompany revenues produce intercompany operating income (loss), which is not recognized until the finished products are sold to third parties; therefore, intercompany profit is eliminated while the products remain in inventory.
|
(4)
|
Restructuring charges consist of expense for severance, contract termination and other exit costs that management does not include in its measurement of the performance of the operating segments.
|
(5)
|
Intercompany profits are not recognized until the finished products are sold to third parties; therefore, intercompany profit is eliminated while the products remain in inventory.
|
|
Charges in Fiscal 2012
|
|
Charges in Fiscal 2013
|
|
Total Charges to Date
|
|
Total Expected Charges
|
||||||||||||||||||||
|
|
MRB
|
|
APB
|
|
Corporate
|
|
Total
|
|
|
|||||||||||||||||
Severance costs
|
$
|
2,741
|
|
|
$
|
1,503
|
|
|
$
|
100
|
|
|
$
|
840
|
|
|
$
|
2,443
|
|
|
$
|
5,184
|
|
|
$
|
5,200
|
|
Contract termination costs
|
440
|
|
|
1,188
|
|
|
—
|
|
|
2,041
|
|
|
3,229
|
|
|
3,669
|
|
|
3,800
|
|
|||||||
Other exit costs
|
1,831
|
|
|
57
|
|
|
139
|
|
|
2,038
|
|
|
2,234
|
|
|
4,065
|
|
|
4,100
|
|
|||||||
Total
|
$
|
5,012
|
|
|
$
|
2,748
|
|
|
$
|
239
|
|
|
$
|
4,919
|
|
|
$
|
7,906
|
|
|
$
|
12,918
|
|
|
$
|
13,100
|
|
|
For the Year Ended August 31,
|
||||||||||||||||
|
|
|
|
|
|
|
% Increase/(Decrease)
|
||||||||||
($ in thousands, except for prices)
|
2013
|
|
2012
|
|
2011
|
|
2013 vs 2012
|
|
2012 vs 2011
|
||||||||
Ferrous revenues
|
$
|
1,677,035
|
|
|
$
|
2,297,580
|
|
|
$
|
2,425,488
|
|
|
(27
|
)%
|
|
(5
|
)%
|
Nonferrous revenues
|
501,655
|
|
|
614,467
|
|
|
619,640
|
|
|
(18
|
)%
|
|
(1
|
)%
|
|||
Other
|
31,794
|
|
|
36,660
|
|
|
24,876
|
|
|
(13
|
)%
|
|
47
|
%
|
|||
Total segment revenues
|
2,210,484
|
|
|
2,948,707
|
|
|
3,070,004
|
|
|
(25
|
)%
|
|
(4
|
)%
|
|||
Cost of goods sold
|
2,095,747
|
|
|
2,780,844
|
|
|
2,810,128
|
|
|
(25
|
)%
|
|
(1
|
)%
|
|||
Selling, general and administrative expense
|
93,563
|
|
|
106,462
|
|
|
99,979
|
|
|
(12
|
)%
|
|
6
|
%
|
|||
Income from joint ventures
|
(1,330
|
)
|
|
(2,471
|
)
|
|
(4,749
|
)
|
|
(46
|
)%
|
|
(48
|
)%
|
|||
Goodwill impairment charge
|
321,000
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
NM
|
|
|||
Other asset impairment charges
|
13,053
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
NM
|
|
|||
Segment operating income (loss)
|
$
|
(311,549
|
)
|
|
$
|
63,872
|
|
|
$
|
164,646
|
|
|
NM
|
|
|
(61
|
)%
|
Average recycled ferrous metal sales prices ($/LT):
(1)
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic
|
$
|
358
|
|
|
$
|
406
|
|
|
$
|
397
|
|
|
(12
|
)%
|
|
2
|
%
|
Foreign
|
$
|
359
|
|
|
$
|
417
|
|
|
$
|
421
|
|
|
(14
|
)%
|
|
(1
|
)%
|
Average
|
$
|
358
|
|
|
$
|
415
|
|
|
$
|
416
|
|
|
(14
|
)%
|
|
—
|
%
|
Ferrous sales volume (LT, in thousands):
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic
|
1,142
|
|
|
1,187
|
|
|
1,093
|
|
|
(4
|
)%
|
|
9
|
%
|
|||
Foreign
|
3,167
|
|
|
3,928
|
|
|
4,236
|
|
|
(19
|
)%
|
|
(7
|
)%
|
|||
Total ferrous sales volume (LT, in thousands)
|
4,309
|
|
|
5,115
|
|
|
5,329
|
|
|
(16
|
)%
|
|
(4
|
)%
|
|||
Average nonferrous sales price ($/pound)
(1)
|
$
|
0.93
|
|
|
$
|
0.94
|
|
|
$
|
1.06
|
|
|
(1
|
)%
|
|
(11
|
)%
|
Nonferrous sales volumes (pounds, in thousands)
|
520,442
|
|
|
628,652
|
|
|
568,560
|
|
|
(17
|
)%
|
|
11
|
%
|
|||
Outbound freight included in cost of goods sold (in thousands)
|
$
|
148,683
|
|
|
$
|
196,924
|
|
|
$
|
225,747
|
|
|
(24
|
)%
|
|
(13
|
)%
|
(1)
|
Price information is shown after netting the cost of freight incurred to deliver the product to the customer.
|
|
For the Year Ended August 31,
|
||||||||||||||||
|
|
|
|
|
|
|
% Increase/(Decrease)
|
||||||||||
($ in thousands)
|
2013
|
|
2012
|
|
2011
|
|
2013 vs 2012
|
|
2012 vs 2011
|
||||||||
Revenues
|
$
|
313,306
|
|
|
$
|
316,884
|
|
|
$
|
319,833
|
|
|
(1
|
)%
|
|
(1
|
)%
|
Cost of goods sold
|
233,835
|
|
|
228,784
|
|
|
203,094
|
|
|
2
|
%
|
|
13
|
%
|
|||
Selling, general and administrative expense
|
54,932
|
|
|
54,796
|
|
|
52,712
|
|
|
—
|
%
|
|
4
|
%
|
|||
Segment operating income
|
$
|
24,539
|
|
|
$
|
33,304
|
|
|
$
|
64,027
|
|
|
(26
|
)%
|
|
(48
|
)%
|
Number of stores at period end
|
61
|
|
|
51
|
|
|
50
|
|
|
20
|
%
|
|
2
|
%
|
|||
Cars purchased (in thousands)
|
356
|
|
|
339
|
|
|
353
|
|
|
5
|
%
|
|
(4
|
)%
|
|
|
For the Year Ended August 31,
|
||||||||||||||||
|
|
|
|
|
|
|
|
% Increase/(Decrease)
|
||||||||||
($ in thousands, except price)
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs 2012
|
|
2012 vs 2011
|
||||||||
Revenues
(1)
|
|
$
|
352,454
|
|
|
$
|
333,227
|
|
|
$
|
317,483
|
|
|
6
|
%
|
|
5
|
%
|
Cost of goods sold
|
|
339,625
|
|
|
328,900
|
|
|
308,319
|
|
|
3
|
%
|
|
7
|
%
|
|||
Selling, general and administrative expense
|
|
6,288
|
|
|
6,408
|
|
|
6,602
|
|
|
(2
|
)%
|
|
(3
|
)%
|
|||
Segment operating income (loss)
|
|
$
|
6,541
|
|
|
$
|
(2,081
|
)
|
|
$
|
2,562
|
|
|
NM
|
|
|
NM
|
|
Finished goods average sales price ($/ST)
(2)
|
|
$
|
680
|
|
|
$
|
715
|
|
|
$
|
697
|
|
|
(5
|
)%
|
|
3
|
%
|
Finished steel products sold (ST, in thousands)
|
|
488
|
|
|
447
|
|
|
439
|
|
|
9
|
%
|
|
2
|
%
|
|||
Rolling mill utilization
|
|
66
|
%
|
|
58
|
%
|
|
56
|
%
|
|
14
|
%
|
|
4
|
%
|
(1)
|
Revenues include sales of semi-finished goods (billets) and finished steel products.
|
(2)
|
Price information is shown after netting the cost of freight incurred to deliver the product to the customer.
|
|
|
Outstanding as of 8/31/2013
|
|
Remaining Availability
|
||||
Unsecured, uncommitted credit line
|
|
$
|
8,500
|
|
|
$
|
16,500
|
|
Bank unsecured revolving credit facility
(1)
|
|
$
|
359,971
|
|
|
$
|
332,347
|
|
Tax-exempt economic development revenue bonds due January 2021
|
|
$
|
7,700
|
|
|
N/A
|
|
(1)
|
Remaining availability is net of
$6 million
of outstanding stand-by letters of credit.
|
|
Payment Due by Period
|
||||||||||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
359,971
|
|
|
$
|
—
|
|
|
$
|
7,700
|
|
|
$
|
367,671
|
|
Interest payments on long-term debt
(2)
|
7,135
|
|
|
7,135
|
|
|
7,135
|
|
|
4,762
|
|
|
17
|
|
|
40
|
|
|
26,224
|
|
|||||||
Capital leases, including interest
|
1,575
|
|
|
1,237
|
|
|
1,096
|
|
|
1,089
|
|
|
845
|
|
|
4,415
|
|
|
10,257
|
|
|||||||
Operating leases
|
21,101
|
|
|
18,027
|
|
|
12,076
|
|
|
9,980
|
|
|
7,138
|
|
|
36,281
|
|
|
104,603
|
|
|||||||
Purchase obligations
(3)
|
44,694
|
|
|
10,357
|
|
|
10,357
|
|
|
12,446
|
|
|
10,357
|
|
|
28,944
|
|
|
117,155
|
|
|||||||
Other
(4)
|
416
|
|
|
212
|
|
|
399
|
|
|
223
|
|
|
271
|
|
|
2,472
|
|
|
3,993
|
|
|||||||
Total
|
$
|
74,921
|
|
|
$
|
36,968
|
|
|
$
|
31,063
|
|
|
$
|
388,471
|
|
|
$
|
18,628
|
|
|
$
|
79,852
|
|
|
$
|
629,903
|
|
(1)
|
Long-term debt represents the principal amounts of all outstanding long-term debt, maturities of which extend to 2021.
|
(2)
|
Interest payments on long-term debt are based on interest rates in effect as of August 31, 2013. As the contractual interest rates and the amount of debt outstanding are variable, actual cash payments may differ from the estimates provided.
|
(3)
|
Purchase obligations include all enforceable, legally binding agreements to purchase goods or services that specify all significant terms, regardless of the duration of the agreement, including purchases of inventory items to be sold in the ordinary course of business.
|
(4)
|
Other contractual obligations consist of pension funding obligations and other accrued liabilities.
|
•
|
Current regulations, both at the time the reserve is established and during the course of the investigation or remediation process, which specify standards for acceptable remediation;
|
•
|
Information about the site which becomes available as the site is studied and remediated;
|
•
|
The professional judgment of senior-level internal staff, who take into account similar, recent instances of environmental remediation issues, and studies of our sites, among other considerations;
|
•
|
Technologies available that can be used for remediation; and
|
•
|
The number and financial condition of other potentially responsible parties and the extent of their responsibility for the costs of study and remediation.
|
|
August 31, 2013
|
|
August 31, 2012
|
|
August 31, 2011
|
||||||
Short-term borrowings
|
$
|
9,174
|
|
|
$
|
683
|
|
|
$
|
643
|
|
Long-term debt, net of current maturities
|
372,663
|
|
|
334,629
|
|
|
403,287
|
|
|||
Total debt
|
381,837
|
|
|
335,312
|
|
|
403,930
|
|
|||
Less: cash and cash equivalents
|
13,481
|
|
|
89,863
|
|
|
49,462
|
|
|||
Total debt, net of cash
|
$
|
368,356
|
|
|
$
|
245,449
|
|
|
$
|
354,468
|
|
|
Fiscal 2013
|
|
Fiscal 2012
|
|
Fiscal 2011
|
||||||
Borrowings from long-term debt
|
$
|
265,858
|
|
|
$
|
439,070
|
|
|
$
|
811,531
|
|
Proceeds from line of credit
|
545,500
|
|
|
495,500
|
|
|
655,500
|
|
|||
Repayment of long-term debt
|
(230,923
|
)
|
|
(507,745
|
)
|
|
(508,675
|
)
|
|||
Repayment of line of credit
|
(537,000
|
)
|
|
(495,500
|
)
|
|
(655,500
|
)
|
|||
Net borrowings (repayment) of debt
|
$
|
43,435
|
|
|
$
|
(68,675
|
)
|
|
$
|
302,856
|
|
|
Fiscal 2013
|
|
Fiscal 2012
|
||
Consolidated operating income (loss)
|
|
|
|
||
As reported
|
(327,789
|
)
|
|
53,668
|
|
Goodwill impairment charge
|
321,000
|
|
|
—
|
|
Other asset impairment charges
|
13,053
|
|
|
—
|
|
Restructuring charges
|
7,906
|
|
|
5,012
|
|
Adjusted
|
14,170
|
|
|
58,680
|
|
|
|
|
|
||
MRB operating income (loss):
|
|
|
|
||
As reported
|
(311,549
|
)
|
|
63,872
|
|
Goodwill impairment charge
|
321,000
|
|
|
—
|
|
Other asset impairment charges
|
13,053
|
|
|
—
|
|
Adjusted
|
22,504
|
|
|
63,872
|
|
|
Fiscal 2013
|
|
Fiscal 2012
|
||||
Net income (loss) attributable to SSI:
|
|
|
|
||||
As reported
|
$
|
(281,442
|
)
|
|
$
|
27,404
|
|
Goodwill impairment charge, net of tax
|
254,473
|
|
|
—
|
|
||
Other asset impairment charges, net of tax
|
8,819
|
|
|
—
|
|
||
Restructuring charges, net of tax
|
5,311
|
|
|
3,222
|
|
||
Valuation allowance on deferred tax assets
|
11,043
|
|
|
206
|
|
||
Adjusted
|
$
|
(1,796
|
)
|
|
$
|
30,832
|
|
|
|
|
|
||||
Diluted earnings per share attributable to SSI:
|
|
|
|
||||
As reported
|
(10.56
|
)
|
|
0.99
|
|
||
Goodwill impairment charge, net of tax, per share
|
9.55
|
|
|
—
|
|
||
Other asset impairment charges, net of tax, per share
|
0.33
|
|
|
—
|
|
||
Restructuring charges, net of tax, per share
|
0.20
|
|
|
0.12
|
|
||
Valuation allowance on deferred tax assets, per share
|
0.41
|
|
|
0.01
|
|
||
Adjusted
|
$
|
(0.07
|
)
|
|
$
|
1.12
|
|
Tamara L. Lundgren
|
|
Richard D. Peach
|
President and Chief Executive Officer
|
|
Senior Vice President and Chief Financial Officer
|
October 29, 2013
|
|
October 29, 2013
|
|
August 31,
|
||||||
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
13,481
|
|
|
$
|
89,863
|
|
Accounts receivable, net
|
188,270
|
|
|
137,313
|
|
||
Inventories, net
|
236,049
|
|
|
246,992
|
|
||
Deferred income taxes
|
3,750
|
|
|
6,362
|
|
||
Refundable income taxes
|
3,521
|
|
|
7,671
|
|
||
Prepaid expenses and other current assets
|
22,159
|
|
|
28,618
|
|
||
Total current assets
|
467,230
|
|
|
516,819
|
|
||
Property, plant and equipment, net
|
564,426
|
|
|
564,185
|
|
||
Investments in joint venture partnerships
|
14,808
|
|
|
17,126
|
|
||
Goodwill
|
327,264
|
|
|
635,491
|
|
||
Intangibles, net
|
13,264
|
|
|
15,778
|
|
||
Other assets
|
18,520
|
|
|
14,174
|
|
||
Total assets
|
$
|
1,405,512
|
|
|
$
|
1,763,573
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term borrowings
|
$
|
9,174
|
|
|
$
|
683
|
|
Accounts payable
|
96,348
|
|
|
115,007
|
|
||
Accrued payroll and related liabilities
|
24,002
|
|
|
22,130
|
|
||
Environmental liabilities
|
754
|
|
|
2,185
|
|
||
Accrued income taxes
|
388
|
|
|
38
|
|
||
Other accrued liabilities
|
35,468
|
|
|
38,799
|
|
||
Total current liabilities
|
166,134
|
|
|
178,842
|
|
||
Deferred income taxes
|
22,929
|
|
|
85,447
|
|
||
Long-term debt, net of current maturities
|
372,663
|
|
|
334,629
|
|
||
Environmental liabilities, net of current portion
|
49,040
|
|
|
44,874
|
|
||
Other long-term liabilities
|
13,547
|
|
|
11,837
|
|
||
Total liabilities
|
624,313
|
|
|
655,629
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
|
|
||
Redeemable noncontrolling interest
|
—
|
|
|
22,248
|
|
||
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:
|
|
|
|
||||
Preferred stock – 20,000 shares $1.00 par value authorized, none issued
|
—
|
|
|
—
|
|
||
Class A common stock – 75,000 shares $1.00 par value authorized,
|
|
|
|
||||
26,171 and 25,219 shares issued and outstanding
|
26,171
|
|
|
25,219
|
|
||
Class B common stock – 25,000 shares $1.00 par value authorized,
|
|
|
|
||||
393 and 1,113 shares issued and outstanding
|
393
|
|
|
1,113
|
|
||
Additional paid-in capital
|
7,476
|
|
|
816
|
|
||
Retained earnings
|
751,879
|
|
|
1,056,024
|
|
||
Accumulated other comprehensive loss
|
(9,361
|
)
|
|
(2,589
|
)
|
||
Total SSI shareholders’ equity
|
776,558
|
|
|
1,080,583
|
|
||
Noncontrolling interests
|
4,641
|
|
|
5,113
|
|
||
Total equity
|
781,199
|
|
|
1,085,696
|
|
||
Total liabilities and equity
|
$
|
1,405,512
|
|
|
$
|
1,763,573
|
|
|
Year Ended August 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
2,621,911
|
|
|
$
|
3,340,938
|
|
|
$
|
3,459,194
|
|
Operating expense:
|
|
|
|
|
|
||||||
Cost of goods sold
|
2,415,391
|
|
|
3,079,716
|
|
|
3,072,165
|
|
|||
Selling, general and administrative
|
193,533
|
|
|
205,178
|
|
|
205,687
|
|
|||
Income from joint ventures
|
(1,183
|
)
|
|
(2,636
|
)
|
|
(4,622
|
)
|
|||
Goodwill impairment charge
|
321,000
|
|
|
—
|
|
|
—
|
|
|||
Other asset impairment charges
|
13,053
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charges
|
7,906
|
|
|
5,012
|
|
|
—
|
|
|||
Operating income (loss)
|
(327,789
|
)
|
|
53,668
|
|
|
185,964
|
|
|||
Interest expense
|
(9,743
|
)
|
|
(11,880
|
)
|
|
(8,436
|
)
|
|||
Other income, net
|
83
|
|
|
1,168
|
|
|
3,277
|
|
|||
Income (loss) from continuing operations before income taxes
|
(337,449
|
)
|
|
42,956
|
|
|
180,805
|
|
|||
Income tax benefit (expense)
|
57,426
|
|
|
(14,039
|
)
|
|
(57,168
|
)
|
|||
Income (loss) from continuing operations
|
(280,023
|
)
|
|
28,917
|
|
|
123,637
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(101
|
)
|
|||
Net income (loss)
|
(280,023
|
)
|
|
28,917
|
|
|
123,536
|
|
|||
Net income attributable to noncontrolling interests
|
(1,419
|
)
|
|
(1,513
|
)
|
|
(5,181
|
)
|
|||
Net income (loss) attributable to SSI
|
$
|
(281,442
|
)
|
|
$
|
27,404
|
|
|
$
|
118,355
|
|
Basic:
|
|
|
|
|
|
||||||
Income (loss) per share from continuing operations attributable to SSI
|
$
|
(10.56
|
)
|
|
$
|
1.00
|
|
|
$
|
4.28
|
|
Loss per share from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss) per share attributable to SSI
|
$
|
(10.56
|
)
|
|
$
|
1.00
|
|
|
$
|
4.28
|
|
Diluted:
|
|
|
|
|
|
||||||
Income (loss) per share from continuing operations attributable to SSI
|
$
|
(10.56
|
)
|
|
$
|
0.99
|
|
|
$
|
4.24
|
|
Loss per share from discontinued operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
Net income (loss) per share attributable to SSI
|
$
|
(10.56
|
)
|
|
$
|
0.99
|
|
|
$
|
4.23
|
|
Weighted average number of common shares:
|
|
|
|
|
|
||||||
Basic
|
26,656
|
|
|
27,317
|
|
|
27,649
|
|
|||
Diluted
|
26,656
|
|
|
27,553
|
|
|
27,959
|
|
|||
Dividends declared per common share
|
$
|
0.750
|
|
|
$
|
0.410
|
|
|
$
|
0.068
|
|
|
Year Ended August 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net income (loss)
|
$
|
(280,023
|
)
|
|
$
|
28,917
|
|
|
$
|
123,536
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
(1)
|
(9,051
|
)
|
|
(2,143
|
)
|
|
3,541
|
|
|||
Cash flow hedges, net
(2)
|
20
|
|
|
(116
|
)
|
|
91
|
|
|||
Pension obligations, net
(3)
|
3,289
|
|
|
(2,220
|
)
|
|
969
|
|
|||
Total other comprehensive income (loss), net of tax
|
(5,742
|
)
|
|
(4,479
|
)
|
|
4,601
|
|
|||
Comprehensive income (loss)
|
(285,765
|
)
|
|
24,438
|
|
|
128,137
|
|
|||
Less amounts attributable to noncontrolling interests:
|
|
|
|
|
|
||||||
Net income attributable to noncontrolling interests
|
(1,419
|
)
|
|
(1,513
|
)
|
|
(5,181
|
)
|
|||
Foreign currency translation adjustment attributable to redeemable noncontrolling interest
|
(1,030
|
)
|
|
350
|
|
|
(509
|
)
|
|||
Total amounts attributable to noncontrolling interests
|
(2,449
|
)
|
|
(1,163
|
)
|
|
(5,690
|
)
|
|||
Comprehensive income (loss) attributable to SSI
|
$
|
(288,214
|
)
|
|
$
|
23,275
|
|
|
$
|
122,447
|
|
(1)
|
Net of tax expense (benefit) of
$(387) thousand
,
$(109) thousand
and
$876 thousand
for each respective period.
|
(2)
|
Net of tax expense (benefit) of
$23 thousand
,
$(24) thousand
and
$52 thousand
for each respective period.
|
(3)
|
Net of tax expense (benefit) of
$1,890 thousand
,
$(1,290) thousand
and
$564 thousand
for each respective period.
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total SSI
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||||||||||
Class A
|
|
Class B
|
|
||||||||||||||||||||||||||||||||||
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||
Balance as of August 31, 2010
|
22,700
|
|
|
$
|
22,700
|
|
|
4,721
|
|
|
$
|
4,721
|
|
|
$
|
1,815
|
|
|
$
|
948,642
|
|
|
$
|
(2,552
|
)
|
|
$
|
975,326
|
|
|
$
|
4,306
|
|
|
$
|
979,632
|
|
Net income
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118,355
|
|
|
—
|
|
|
118,355
|
|
|
5,081
|
|
|
123,436
|
|
||||||||
Other comprehensive income, net of tax
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,092
|
|
|
4,092
|
|
|
—
|
|
|
4,092
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,863
|
)
|
|
(2,863
|
)
|
||||||||
Share repurchases
|
(254
|
)
|
|
(254
|
)
|
|
—
|
|
|
—
|
|
|
(10,049
|
)
|
|
—
|
|
|
—
|
|
|
(10,303
|
)
|
|
—
|
|
|
(10,303
|
)
|
||||||||
Restricted stock withheld for taxes
|
(70
|
)
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
(3,730
|
)
|
|
—
|
|
|
—
|
|
|
(3,800
|
)
|
|
—
|
|
|
(3,800
|
)
|
||||||||
Issuance of restricted stock
|
185
|
|
|
185
|
|
|
—
|
|
|
—
|
|
|
(185
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock options exercised
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
548
|
|
|
—
|
|
|
—
|
|
|
567
|
|
|
—
|
|
|
567
|
|
||||||||
Class B common stock converted to Class A common stock
|
1,661
|
|
|
1,661
|
|
|
(1,661
|
)
|
|
(1,661
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,830
|
|
|
—
|
|
|
—
|
|
|
12,830
|
|
|
—
|
|
|
12,830
|
|
||||||||
Excess tax deficiency from stock options exercised and restricted stock units vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(467
|
)
|
|
—
|
|
|
—
|
|
|
(467
|
)
|
|
—
|
|
|
(467
|
)
|
||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,888
|
)
|
|
—
|
|
|
(1,888
|
)
|
|
—
|
|
|
(1,888
|
)
|
||||||||
Balance as of August 31, 2011
|
24,241
|
|
|
24,241
|
|
|
3,060
|
|
|
3,060
|
|
|
762
|
|
|
1,065,109
|
|
|
1,540
|
|
|
1,094,712
|
|
|
6,524
|
|
|
1,101,236
|
|
||||||||
Net income
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,404
|
|
|
—
|
|
|
27,404
|
|
|
2,676
|
|
|
30,080
|
|
||||||||
Other comprehensive loss, net of tax
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,129
|
)
|
|
(4,129
|
)
|
|
—
|
|
|
(4,129
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,087
|
)
|
|
(4,087
|
)
|
||||||||
Share repurchases
|
(1,124
|
)
|
|
(1,124
|
)
|
|
—
|
|
|
—
|
|
|
(6,570
|
)
|
|
(25,500
|
)
|
|
—
|
|
|
(33,194
|
)
|
|
—
|
|
|
(33,194
|
)
|
||||||||
Restricted stock withheld for taxes
|
(69
|
)
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
(2,238
|
)
|
|
—
|
|
|
—
|
|
|
(2,307
|
)
|
|
—
|
|
|
(2,307
|
)
|
||||||||
Issuance of restricted stock
|
199
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
(199
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock options exercised
|
25
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
583
|
|
|
—
|
|
|
—
|
|
|
608
|
|
|
—
|
|
|
608
|
|
||||||||
Class B common stock converted to Class A common stock
|
1,947
|
|
|
1,947
|
|
|
(1,947
|
)
|
|
(1,947
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,618
|
|
|
—
|
|
|
—
|
|
|
9,618
|
|
|
—
|
|
|
9,618
|
|
||||||||
Excess tax deficiency from stock options exercised and restricted stock units vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,140
|
)
|
|
—
|
|
|
—
|
|
|
(1,140
|
)
|
|
—
|
|
|
(1,140
|
)
|
||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,989
|
)
|
|
—
|
|
|
(10,989
|
)
|
|
—
|
|
|
(10,989
|
)
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total SSI
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||||||||||
Class A
|
|
Class B
|
|
||||||||||||||||||||||||||||||||||
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||
Balance as of August 31, 2012
|
25,219
|
|
|
25,219
|
|
|
1,113
|
|
|
1,113
|
|
|
816
|
|
|
1,056,024
|
|
|
(2,589
|
)
|
|
1,080,583
|
|
|
5,113
|
|
|
1,085,696
|
|
||||||||
Net income (loss)
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(281,442
|
)
|
|
—
|
|
|
(281,442
|
)
|
|
2,322
|
|
|
(279,120
|
)
|
||||||||
Other comprehensive loss, net of tax
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,772
|
)
|
|
(6,772
|
)
|
|
—
|
|
|
(6,772
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,794
|
)
|
|
(2,794
|
)
|
||||||||
Restricted stock withheld for taxes
|
(102
|
)
|
|
(102
|
)
|
|
—
|
|
|
—
|
|
|
(2,571
|
)
|
|
—
|
|
|
—
|
|
|
(2,673
|
)
|
|
—
|
|
|
(2,673
|
)
|
||||||||
Issuance of restricted stock
|
319
|
|
|
319
|
|
|
—
|
|
|
—
|
|
|
(319
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock options exercised
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
301
|
|
|
—
|
|
|
—
|
|
|
316
|
|
|
—
|
|
|
316
|
|
||||||||
Class B common stock converted to Class A common stock
|
720
|
|
|
720
|
|
|
(720
|
)
|
|
(720
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,475
|
|
|
—
|
|
|
—
|
|
|
11,475
|
|
|
—
|
|
|
11,475
|
|
||||||||
Excess tax deficiency from stock options exercised and restricted stock units vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,226
|
)
|
|
—
|
|
|
—
|
|
|
(2,226
|
)
|
|
—
|
|
|
(2,226
|
)
|
||||||||
Adjustment to fair value of redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,449
|
)
|
|
—
|
|
|
(2,449
|
)
|
|
—
|
|
|
(2,449
|
)
|
||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,254
|
)
|
|
—
|
|
|
(20,254
|
)
|
|
—
|
|
|
(20,254
|
)
|
||||||||
Balance as of August 31, 2013
|
26,171
|
|
|
$
|
26,171
|
|
|
393
|
|
|
$
|
393
|
|
|
$
|
7,476
|
|
|
$
|
751,879
|
|
|
$
|
(9,361
|
)
|
|
$
|
776,558
|
|
|
$
|
4,641
|
|
|
$
|
781,199
|
|
(1)
|
Net income attributable to noncontrolling interests at
August 31, 2013, 2012 and 2011
excludes
$(903) thousand
,
$(1,163) thousand
and
$100 thousand
, respectively, allocable to the redeemable noncontrolling interest, which, prior to its purchase on March 8, 2013, was reported in the mezzanine section of the Consolidated Balance Sheets at
August 31, 2012 and 2011
. See
Note 13
- Redeemable Noncontrolling Interest for further detail.
|
(2)
|
Other comprehensive income (loss), net of tax for the years ended
August 31, 2013, 2012 and 2011
excludes
$(1,030) thousand
,
$350 thousand
and
$(509) thousand
respectively, relating to the redeemable noncontrolling interest, which, prior to its purchase on March 8, 2013, was reported in the mezzanine section of the Consolidated Balance Sheets at
August 31, 2012 and 2011
. See
Note 13
- Redeemable Noncontrolling Interest for further detail.
|
|
Year Ended August 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(280,023
|
)
|
|
$
|
28,917
|
|
|
$
|
123,536
|
|
Adjustments to reconcile net income (loss) to cash provided by operating activities:
|
|
|
|
|
|
||||||
Goodwill impairment charge
|
321,000
|
|
|
—
|
|
|
—
|
|
|||
Other asset impairment charges
|
13,053
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
83,070
|
|
|
82,256
|
|
|
74,866
|
|
|||
Deferred income taxes
|
(59,102
|
)
|
|
8,321
|
|
|
21,004
|
|
|||
Undistributed equity in earnings of joint ventures
|
(1,183
|
)
|
|
(2,307
|
)
|
|
(4,622
|
)
|
|||
Share-based compensation expense
|
11,475
|
|
|
8,793
|
|
|
13,655
|
|
|||
Excess tax benefit from share-based payment arrangements
|
(343
|
)
|
|
(817
|
)
|
|
(689
|
)
|
|||
(Gain) loss on the disposal of assets
|
131
|
|
|
(135
|
)
|
|
1,529
|
|
|||
Net gain on derivatives
|
—
|
|
|
—
|
|
|
(772
|
)
|
|||
Unrealized foreign exchange (gain) loss, net
|
1,583
|
|
|
(334
|
)
|
|
758
|
|
|||
Bad debt expense, net
|
584
|
|
|
688
|
|
|
334
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(79,118
|
)
|
|
81,701
|
|
|
(91,715
|
)
|
|||
Inventories
|
46,826
|
|
|
94,095
|
|
|
(45,268
|
)
|
|||
Income taxes
|
2,440
|
|
|
(20,018
|
)
|
|
22,703
|
|
|||
Prepaid expenses and other current assets
|
(13,852
|
)
|
|
(4,010
|
)
|
|
(11,486
|
)
|
|||
Intangibles and other long-term assets
|
977
|
|
|
(82
|
)
|
|
(133
|
)
|
|||
Accounts payable
|
(10,901
|
)
|
|
(26,074
|
)
|
|
45,447
|
|
|||
Accrued payroll and related liabilities
|
2,720
|
|
|
(13,161
|
)
|
|
2,276
|
|
|||
Other accrued liabilities
|
(1,770
|
)
|
|
6,500
|
|
|
(15,676
|
)
|
|||
Environmental liabilities
|
(146
|
)
|
|
(2,201
|
)
|
|
(97
|
)
|
|||
Other long-term liabilities
|
113
|
|
|
253
|
|
|
(167
|
)
|
|||
Distributed equity in earnings of joint ventures
|
1,755
|
|
|
2,405
|
|
|
4,980
|
|
|||
Net cash provided by operating activities
|
39,289
|
|
|
244,790
|
|
|
140,463
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(90,381
|
)
|
|
(78,560
|
)
|
|
(104,964
|
)
|
|||
Acquisitions, net of cash acquired
|
(25,366
|
)
|
|
(6,567
|
)
|
|
(293,880
|
)
|
|||
Joint venture payments, net
|
(2,194
|
)
|
|
(92
|
)
|
|
(1,587
|
)
|
|||
Proceeds from sale of assets
|
5,491
|
|
|
953
|
|
|
530
|
|
|||
Purchase of noncontrolling interest
|
(24,734
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(137,184
|
)
|
|
(84,266
|
)
|
|
(399,901
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from line of credit
|
545,500
|
|
|
495,500
|
|
|
655,500
|
|
|||
Repayment of line of credit
|
(537,000
|
)
|
|
(495,500
|
)
|
|
(655,500
|
)
|
|||
Borrowings from long-term debt
|
265,858
|
|
|
439,070
|
|
|
811,531
|
|
|||
Repayment of long-term debt
|
(230,923
|
)
|
|
(507,745
|
)
|
|
(508,675
|
)
|
|||
Debt financing fees
|
—
|
|
|
(1,282
|
)
|
|
(5,310
|
)
|
|||
Repurchase of Class A common stock
|
—
|
|
|
(33,194
|
)
|
|
(10,303
|
)
|
|||
Taxes paid related to net share settlement of share-based payment arrangements
|
(2,673
|
)
|
|
(2,307
|
)
|
|
(3,800
|
)
|
|||
Excess tax benefit from share-based payment arrangements
|
343
|
|
|
817
|
|
|
689
|
|
|||
Stock options exercised
|
316
|
|
|
608
|
|
|
567
|
|
|||
Contributions from noncontrolling interest
|
1,970
|
|
|
4,008
|
|
|
—
|
|
|||
Distributions to noncontrolling interest
|
(2,794
|
)
|
|
(4,087
|
)
|
|
(2,863
|
)
|
|||
Contingent consideration paid relating to business acquisitions
|
—
|
|
|
(4,485
|
)
|
|
—
|
|
|||
Dividends paid
|
(20,010
|
)
|
|
(11,455
|
)
|
|
(1,885
|
)
|
|||
Net cash provided by (used in) financing activities
|
20,587
|
|
|
(120,052
|
)
|
|
279,951
|
|
|||
Effect of exchange rate changes on cash
|
926
|
|
|
(71
|
)
|
|
(1,393
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(76,382
|
)
|
|
40,401
|
|
|
19,120
|
|
|||
Cash and cash equivalents as of beginning of year
|
89,863
|
|
|
49,462
|
|
|
30,342
|
|
|||
Cash and cash equivalents as of end of year
|
$
|
13,481
|
|
|
$
|
89,863
|
|
|
$
|
49,462
|
|
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
||||||
Cash paid (received) during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
8,542
|
|
|
$
|
10,968
|
|
|
$
|
7,072
|
|
Income taxes paid (refunds received), net
|
$
|
(483
|
)
|
|
$
|
24,517
|
|
|
$
|
14,330
|
|
|
Useful Life
(In Years)
|
Machinery and equipment
|
3 to 40
|
Land improvements
|
3 to 35
|
Buildings and leasehold improvements
|
5 to 40
|
Office equipment
|
2 to 20
|
Enterprise Resource Planning (“ERP”) systems
|
11 to 17
|
|
|
2013
|
||
Investment in joint venture partnership
|
|
$
|
2,411
|
|
Contractual receivable
|
|
7,803
|
|
|
Assets held for sale
|
|
2,526
|
|
|
Other
|
|
313
|
|
|
Total
|
|
$
|
13,053
|
|
•
|
Level 1
– Unadjusted quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 2
– Inputs other than quoted prices included in 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 fair value of the asset or liability.
|
|
2013
|
|
2012
|
||||
Processed and unprocessed scrap metal
|
$
|
132,485
|
|
|
$
|
152,930
|
|
Semi-finished goods (billets)
|
10,745
|
|
|
7,328
|
|
||
Finished goods
|
56,830
|
|
|
49,988
|
|
||
Supplies
|
35,989
|
|
|
36,746
|
|
||
Inventories, net
|
$
|
236,049
|
|
|
$
|
246,992
|
|
|
2013
|
|
2012
|
||||
Machinery and equipment
|
$
|
696,776
|
|
|
$
|
671,615
|
|
Land and improvements
|
251,793
|
|
|
231,925
|
|
||
Buildings and leasehold improvements
|
114,313
|
|
|
91,411
|
|
||
Office equipment
|
47,995
|
|
|
43,240
|
|
||
ERP systems
|
15,246
|
|
|
15,246
|
|
||
Construction in progress
|
36,292
|
|
|
46,476
|
|
||
Property, plant and equipment, gross
|
1,162,415
|
|
|
1,099,913
|
|
||
Less: accumulated depreciation
|
(597,989
|
)
|
|
(535,728
|
)
|
||
Property, plant and equipment, net
|
$
|
564,426
|
|
|
$
|
564,185
|
|
•
|
In December 2012, the Company acquired substantially all of the assets of Ralph’s Auto Supply (B.C.) Ltd., a used auto parts business with
four
stores in Richmond and Surrey, British Columbia, which expanded APB’s presence in Western Canada and is near MRB’s operations in Surrey, British Columbia.
|
•
|
In December 2012, the Company acquired substantially all of the assets of U-Pick-It, Inc., a used auto parts business with
two
stores in the Kansas City metropolitan area in Missouri and Kansas, which expanded APB’s presence in the Midwestern U.S.
|
•
|
In December 2012, the Company acquired all of the equity interests of Freetown Self Serve Used Auto Parts, LLC, Freetown Transfer Facility, LLC, Millis Used Auto Parts, Inc. and Millis Industries, Inc., which together operated a used auto parts and scrap metal recycling business with
two
stores in Massachusetts. This acquisition established a new APB presence in the Northeastern U.S. and expanded the nearby MRB operations.
|
•
|
In June 2013, the Company acquired substantially all of the assets of Bill’s Auto Parts, Inc. and Perkins Horseshoe Works, Inc., which operated a used auto parts business with
one
store in Rhode Island. This acquisition expanded APB’s presence in the Northeastern U.S. and is near MRB’s operations.
|
•
|
In June 2012, the Company acquired substantially all of the assets of Rocky Mountain Salvage, Ltd., a metals recycler in Hinton, Alberta, which expanded MRB’s presence in Western Canada.
|
•
|
In September 2010, the Company acquired substantially all of the assets of SOS Metals Island Recycling, LLC, a metals recycler in Maui, Hawaii, to provide an additional source of scrap metal for the MRB Hawaii facility.
|
•
|
In November 2010, the Company acquired substantially all of the assets utilized by Specialized Parts Planet, Inc. at its Stockton, California used auto parts facility, which expanded APB’s presence in the Western U.S.
|
•
|
In December 2010, the Company acquired substantially all of the assets of Waco U-Pull It, Inc., a used auto parts store in Waco, Texas, which expanded APB’s presence in the Southwestern U.S.
|
•
|
In December 2010, the Company acquired substantially all of the assets of Macon Iron & Paper Stock Co., a metals recycler with
two
yards in Macon, Georgia, which expanded MRB’s presence in the Southeastern U.S.
|
•
|
In December 2010, the Company acquired substantially all of the assets of Steel Pacific Recycling Inc., a metals recycler with
six
yards on Vancouver Island, British Columbia, Canada, that previously supplied ferrous scrap to MRB’s Tacoma, Washington facility. This acquisition marked MRB’s initial expansion into Canada.
|
•
|
In January 2011, the Company acquired substantially all of the assets of State Line Scrap Co., Inc., a metals recycler with
one
yard in Attleboro, Massachusetts, which expanded MRB’s presence in the Northeastern U.S.
|
•
|
In January 2011, the Company acquired substantially all of the mobile car crushing assets of Northwest Recycling, Inc., based in Portland, Oregon, which provides scrap metal for MRB’s Portland, Oregon facility.
|
•
|
In February 2011, the Company acquired substantially all of the assets of Ferrill’s Auto Parts, Inc., a used auto parts business with
three
stores in Seattle, Washington, which expanded APB’s presence in the Northwestern U.S.
|
•
|
In March 2011, the Company acquired substantially all of the metals recycling business assets of Amix Salvage & Sales Ltd., which operated
four
metals recycling yards in British Columbia, Canada and
two
metals recycling
|
•
|
In April 2011, the Company acquired substantially all of the assets of American Metal Group, Inc. and certain of its affiliates, a metals recycler with yards in San Jose and Santa Clara, California that previously supplied ferrous scrap to MRB’s Oakland, California facility. This acquisition expanded MRB’s presence in the Western U.S.
|
|
2011
|
|
2010
|
||||
Revenues
|
$
|
3,539,677
|
|
|
$
|
2,466,547
|
|
Operating income
(1)
|
$
|
204,613
|
|
|
$
|
149,328
|
|
Net income
(1)
|
$
|
134,921
|
|
|
$
|
82,481
|
|
Net income attributable to SSI
(1)
|
$
|
127,954
|
|
|
$
|
78,106
|
|
(1)
|
Excludes nonrecurring executive compensation paid to the management of acquired companies that will not be incurred in the future.
|
Assets:
|
2011
|
||
Cash and cash equivalents
|
$
|
285
|
|
Accounts receivable
|
5,490
|
|
|
Inventories
|
21,794
|
|
|
Prepaid expenses and other current assets
|
777
|
|
|
Deferred tax assets
|
2,499
|
|
|
Property, plant and equipment
|
58,811
|
|
|
Intangible assets
|
7,182
|
|
|
Other assets
|
16
|
|
|
Goodwill
|
253,336
|
|
|
Liabilities:
|
|
||
Short-term liabilities
|
(22,223
|
)
|
|
Environmental liabilities
|
(9,083
|
)
|
|
Long-term debt and capital lease obligations
|
(1,222
|
)
|
|
Deferred tax liability - long-term
|
(1,646
|
)
|
|
Net assets acquired
(1)
|
$
|
316,016
|
|
(1)
|
The acquisitions completed in fiscal 2013 and 2012 were not material, individually or in the aggregate, to the Company’s financial position or results of operations.
|
|
Weighted
Average Life
In Years
|
|
Acquisition Date
Fair Value
|
||
Covenants not to compete
|
4.8
|
|
$
|
6,062
|
|
Other intangible assets subject to amortization
(1)
|
1.5
|
|
863
|
|
|
Indefinite-lived intangible assets
(2)
|
Indefinite
|
|
257
|
|
|
Total
|
4.4
|
|
$
|
7,182
|
|
(1)
|
Other intangible assets subject to amortization include supply contracts, permits and licenses and leasehold interests.
|
(2)
|
Indefinite-lived intangible assets include tradenames and real property options.
|
•
|
The Company will benefit from the assets and capabilities of these acquisitions, including additional resources, skills and industry expertise;
|
•
|
The acquired businesses increase the Company’s market presence in new and existing regions; and
|
•
|
The Company anticipates cost savings, efficiencies and synergies.
|
|
MRB
|
|
APB
|
|
Total
|
||||||
Balance as of August 31, 2011
|
$
|
464,646
|
|
|
$
|
163,159
|
|
|
$
|
627,805
|
|
Acquisitions
|
1,454
|
|
|
—
|
|
|
1,454
|
|
|||
Purchase price adjustments
|
1,540
|
|
|
—
|
|
|
1,540
|
|
|||
Purchase accounting adjustments
|
5,361
|
|
|
541
|
|
|
5,902
|
|
|||
Foreign currency translation adjustment
|
(1,047
|
)
|
|
(163
|
)
|
|
(1,210
|
)
|
|||
Balance as of August 31, 2012
|
471,954
|
|
|
163,537
|
|
|
635,491
|
|
|||
Acquisitions
|
1,744
|
|
|
17,634
|
|
|
19,378
|
|
|||
Purchase accounting adjustments
|
135
|
|
|
614
|
|
|
749
|
|
|||
Foreign currency translation adjustment
|
(5,620
|
)
|
|
(1,734
|
)
|
|
(7,354
|
)
|
|||
Goodwill impairment charges
|
(321,000
|
)
|
|
—
|
|
|
(321,000
|
)
|
|||
Balance as of August 31, 2013
|
$
|
147,213
|
|
|
$
|
180,051
|
|
|
$
|
327,264
|
|
|
2013
|
|
2012
|
||||||||||||
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|||||||||
Covenants not to compete
|
$
|
20,183
|
|
|
$
|
(10,796
|
)
|
|
$
|
25,041
|
|
|
$
|
(13,231
|
)
|
Supply contracts
|
2,264
|
|
|
(1,725
|
)
|
|
5,274
|
|
|
(4,274
|
)
|
||||
Other intangible assets subject to amortization
(1)
|
3,783
|
|
|
(1,618
|
)
|
|
3,231
|
|
|
(1,518
|
)
|
||||
Indefinite-lived intangibles
(2)
|
1,173
|
|
|
—
|
|
|
1,255
|
|
|
—
|
|
||||
Total
|
$
|
27,403
|
|
|
$
|
(14,139
|
)
|
|
$
|
34,801
|
|
|
$
|
(19,023
|
)
|
(1)
|
Other intangible assets subject to amortization include tradenames, marketing agreements, employment agreements, leasehold interests, permits and licenses and real property options.
|
(2)
|
Indefinite-lived intangibles include tradenames, permits and licenses and real property options.
|
Years Ending August 31,
|
|
Estimated
Amortization
Expense
|
||
2014
|
|
$
|
3,999
|
|
2015
|
|
2,386
|
|
|
2016
|
|
1,324
|
|
|
2017
|
|
762
|
|
|
2018
|
|
445
|
|
|
Thereafter
|
|
3,175
|
|
|
Total
|
|
$
|
12,091
|
|
|
2013
|
|
2012
|
||||
Bank unsecured revolving credit facility, interest at LIBOR plus a spread
|
$
|
359,971
|
|
|
$
|
325,292
|
|
Tax-exempt economic development revenue bonds due January 2021, interest payable monthly at a variable rate (0.12% as of August 31, 2013), secured by a letter of credit
|
7,700
|
|
|
7,700
|
|
||
Capital lease obligations due through April 2031
|
5,666
|
|
|
2,320
|
|
||
Total long-term debt
|
373,337
|
|
|
335,312
|
|
||
Less current maturities
|
(674
|
)
|
|
(683
|
)
|
||
Long-term debt, net of current maturities
|
$
|
372,663
|
|
|
$
|
334,629
|
|
Years Ending August 31,
|
|
Long-Term
Debt
|
|
Capital
Lease
Obligations
|
|
Total
|
||||||
2014
|
|
$
|
—
|
|
|
$
|
1,575
|
|
|
$
|
1,575
|
|
2015
|
|
—
|
|
|
1,237
|
|
|
1,237
|
|
|||
2016
|
|
—
|
|
|
1,096
|
|
|
1,096
|
|
|||
2017
|
|
359,971
|
|
|
1,089
|
|
|
361,060
|
|
|||
2018
|
|
—
|
|
|
845
|
|
|
845
|
|
|||
Thereafter
|
|
7,700
|
|
|
4,415
|
|
|
12,115
|
|
|||
Total
|
|
367,671
|
|
|
10,257
|
|
|
377,928
|
|
|||
Amounts representing interest and executory costs
|
|
—
|
|
|
(4,591
|
)
|
|
(4,591
|
)
|
|||
Total less interest
|
|
$
|
367,671
|
|
|
$
|
5,666
|
|
|
$
|
373,337
|
|
|
As of August 31, 2013
|
||||||||
(in thousands)
|
Assets (Liabilities) at Fair Value
|
|
Fair Value Measurement Level
|
|
Type of Measurement
|
|
Balance Sheet Classification
|
||
Assets:
|
|
|
|
|
|
|
|
||
Assets held for sale
|
$
|
2,902
|
|
|
Level 3
|
|
Non-recurring
|
|
Prepaid expenses and other current assets
|
Investment in joint venture partnership
|
3,261
|
|
|
Level 3
|
|
Non-recurring
|
|
Investments in joint venture partnerships
|
|
Total assets
|
$
|
6,163
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
||
Contract termination costs
|
$
|
(1,672
|
)
|
|
Level 3
|
|
Non-recurring
|
|
Other accrued liabilities and Other long-term liabilities
|
Total liabilities
|
$
|
(1,672
|
)
|
|
|
|
|
|
|
Years ending August 31,
|
|
Operating
Leases
|
||
2014
|
|
$
|
21,101
|
|
2015
|
|
18,027
|
|
|
2016
|
|
12,076
|
|
|
2017
|
|
9,980
|
|
|
2018
|
|
7,138
|
|
|
Thereafter
|
|
36,281
|
|
|
Total
|
|
$
|
104,603
|
|
Reporting
Segment
|
Balance
8/31/2011
|
|
Liabilities Established
(Released),
Net
(1)
|
|
Payments
|
|
Ending
Balance 8/31/2012
|
|
Liabilities Established
(Released),
Net
(1)
|
|
Payments
|
|
Ending
Balance 8/31/2013
|
|
Short-Term
|
|
Long-Term
|
||||||||||||||||||
MRB
|
$
|
25,655
|
|
|
$
|
5,380
|
|
|
$
|
(176
|
)
|
|
$
|
30,859
|
|
|
$
|
(69
|
)
|
|
$
|
(270
|
)
|
|
$
|
30,520
|
|
|
$
|
200
|
|
|
$
|
30,320
|
|
APB
|
15,200
|
|
|
1,000
|
|
|
—
|
|
|
16,200
|
|
|
2,574
|
|
|
—
|
|
|
18,774
|
|
|
554
|
|
|
18,220
|
|
|||||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
500
|
|
|||||||||
Total
|
$
|
40,855
|
|
|
$
|
6,380
|
|
|
$
|
(176
|
)
|
|
$
|
47,059
|
|
|
$
|
3,005
|
|
|
$
|
(270
|
)
|
|
$
|
49,794
|
|
|
$
|
754
|
|
|
$
|
49,040
|
|
(1)
|
During fiscal
2013
and
2012
, the Company recorded
$3 million
and
$8 million
, respectively, in purchase accounting for environmental liabilities related to properties acquired or leased in connection with business combinations.
|
|
Balance 8/31/2011
|
|
Charges
|
|
Payments and Other
|
|
Balance 8/31/2012
|
|
Charges
|
|
Payments and Other
|
|
Balance 8/31/2013
|
|
Total Charges to Date
|
|
Total Expected Charges
|
||||||||||||||||||
Severance costs
|
—
|
|
|
2,741
|
|
|
(264
|
)
|
|
$
|
2,477
|
|
|
$
|
2,443
|
|
|
$
|
(4,642
|
)
|
|
$
|
278
|
|
|
$
|
5,184
|
|
|
$
|
5,200
|
|
|||
Contract termination costs
|
—
|
|
|
440
|
|
|
(26
|
)
|
|
414
|
|
|
3,229
|
|
|
(616
|
)
|
|
3,027
|
|
|
3,669
|
|
|
3,800
|
|
|||||||||
Other exit costs
|
—
|
|
|
1,831
|
|
|
(1,767
|
)
|
|
64
|
|
|
2,234
|
|
|
(2,298
|
)
|
|
—
|
|
|
4,065
|
|
|
4,100
|
|
|||||||||
Total
|
$
|
—
|
|
|
$
|
5,012
|
|
|
$
|
(2,057
|
)
|
|
$
|
2,955
|
|
|
$
|
7,906
|
|
|
$
|
(7,556
|
)
|
|
$
|
3,305
|
|
|
$
|
12,918
|
|
|
$
|
13,100
|
|
|
Fiscal 2012 Charges
|
|
Fiscal 2013 Charges
|
|
Total Charges to Date
|
|
Total Expected Charges
|
||||||||
Metals Recycling Business
|
$
|
1,660
|
|
|
$
|
2,748
|
|
|
$
|
4,408
|
|
|
$
|
4,500
|
|
Auto Parts Business
|
233
|
|
|
239
|
|
|
472
|
|
|
500
|
|
||||
Corporate
|
3,119
|
|
|
4,919
|
|
|
8,038
|
|
|
8,100
|
|
||||
Total
|
$
|
5,012
|
|
|
$
|
7,906
|
|
|
$
|
12,918
|
|
|
$
|
13,100
|
|
|
2013
|
|
2012
|
||||
Balances - Beginning of period
|
$
|
22,248
|
|
|
$
|
19,053
|
|
Net loss attributable to noncontrolling interest
|
(903
|
)
|
|
(1,163
|
)
|
||
Currency translation adjustment
|
(1,030
|
)
|
|
350
|
|
||
Capital contributions from noncontrolling interest holder
|
1,970
|
|
|
4,008
|
|
||
Adjustment to fair value
|
2,449
|
|
|
—
|
|
||
Purchase
|
(24,734
|
)
|
|
—
|
|
||
Balances - End of period
|
$
|
—
|
|
|
$
|
22,248
|
|
|
2013
|
|
2012
|
||||
Foreign currency translation adjustment
|
$
|
(6,423
|
)
|
|
$
|
3,658
|
|
Pension obligations, net
|
(2,817
|
)
|
|
(6,106
|
)
|
||
Net unrealized loss on cash flow hedges
|
(121
|
)
|
|
(141
|
)
|
||
Total accumulated other comprehensive loss
|
$
|
(9,361
|
)
|
|
$
|
(2,589
|
)
|
|
Number of
Shares
(in thousands)
|
|
Weighted
Average Grant
Date Fair Value
|
|
Fair Value
(1)
|
|||||
Outstanding as of August 31, 2010
|
311
|
|
|
$
|
53.55
|
|
|
|
||
Granted
|
135
|
|
|
$
|
53.65
|
|
|
|
||
Vested
|
(94
|
)
|
|
51.86
|
|
|
$
|
57.63
|
|
|
Forfeited
|
(4
|
)
|
|
52.42
|
|
|
|
|||
Outstanding as of August 31, 2011
|
348
|
|
|
$
|
54.06
|
|
|
|
||
Granted
|
146
|
|
|
$
|
42.63
|
|
|
|
||
Vested
|
(148
|
)
|
|
52.93
|
|
|
$
|
28.43
|
|
|
Forfeited
|
(43
|
)
|
|
51.47
|
|
|
|
|||
Outstanding as of August 31, 2012
|
303
|
|
|
$
|
49.46
|
|
|
|
||
Granted
|
217
|
|
|
$
|
30.36
|
|
|
|
||
Vested
|
(174
|
)
|
|
46.04
|
|
|
$
|
24.69
|
|
|
Forfeited
|
(35
|
)
|
|
40.02
|
|
|
|
|||
Outstanding as of August 31, 2013
|
311
|
|
|
$
|
39.11
|
|
|
|
(1)
|
Amounts represent the value of the Company’s Class A common stock on the date that the restricted stock units vested.
|
|
Number of
Shares
(in thousands)
|
|
Weighted
Average Grant
Date Fair Value
|
|
Fair Value
(1)
|
|||||
Outstanding as of August 31, 2010
|
266
|
|
|
$
|
47.95
|
|
|
|
||
Granted
|
115
|
|
|
$
|
59.45
|
|
|
|
||
Vested
|
(90
|
)
|
|
63.82
|
|
|
$
|
52.13
|
|
|
Forfeited
|
(6
|
)
|
|
53.35
|
|
|
|
|||
Outstanding as of August 31, 2011
|
285
|
|
|
$
|
47.48
|
|
|
|
||
Granted
|
278
|
|
|
$
|
25.98
|
|
|
|
||
Vested
|
(54
|
)
|
|
25.42
|
|
|
$
|
43.90
|
|
|
Forfeited
|
(63
|
)
|
|
36.53
|
|
|
|
|||
Outstanding as of August 31, 2012
|
446
|
|
|
$
|
38.33
|
|
|
|
||
Granted
|
267
|
|
|
$
|
28.48
|
|
|
|
||
Vested
|
(98
|
)
|
|
47.10
|
|
|
$
|
28.51
|
|
|
Forfeited
|
(42
|
)
|
|
35.21
|
|
|
|
|||
Outstanding as of August 31, 2013
|
573
|
|
|
$
|
32.47
|
|
|
|
(1)
|
Amounts represent the weighted average value of the Company’s Class A common stock on the date that the performance share awards vested.
|
|
2012
|
||
Risk-free interest rate
|
0.48
|
%
|
|
Expected dividend yield
|
2.59
|
%
|
|
Expected term (in years)
|
3.75
|
|
|
Expected volatility
|
58.15
|
%
|
|
Fair value of option
|
$
|
9.29
|
|
|
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, 2010
|
338
|
|
|
$
|
28.51
|
|
|
4.8
|
|
$
|
5,324
|
|
Exercised
|
(19
|
)
|
|
$
|
28.70
|
|
|
|
|
|
||
Outstanding as of August 31, 2011
|
319
|
|
|
$
|
28.50
|
|
|
3.9
|
|
$
|
5,430
|
|
Granted
|
323
|
|
|
$
|
34.75
|
|
|
|
|
|
||
Exercised
|
(25
|
)
|
|
24.03
|
|
|
|
|
|
|||
Canceled
|
(5
|
)
|
|
34.59
|
|
|
|
|
|
|||
Outstanding as of August 31, 2012
|
612
|
|
|
$
|
31.94
|
|
|
3.9
|
|
$
|
459
|
|
Exercised
|
(15
|
)
|
|
$
|
20.48
|
|
|
|
|
|
||
Canceled
|
(42
|
)
|
|
34.39
|
|
|
|
|
|
|||
Outstanding as of August 31, 2013
|
555
|
|
|
$
|
32.07
|
|
|
3.1
|
|
47
|
|
(1)
|
Amounts represent 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.
|
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
$
|
(196,289
|
)
|
|
$
|
54,304
|
|
|
$
|
171,329
|
|
Foreign
|
(141,160
|
)
|
|
(11,348
|
)
|
|
9,476
|
|
|||
Total
|
$
|
(337,449
|
)
|
|
$
|
42,956
|
|
|
$
|
180,805
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
556
|
|
|
$
|
5,267
|
|
|
$
|
33,499
|
|
State
|
356
|
|
|
453
|
|
|
2,583
|
|
|||
Foreign
|
764
|
|
|
(2
|
)
|
|
82
|
|
|||
Total current tax expense (benefit)
|
$
|
1,676
|
|
|
$
|
5,718
|
|
|
$
|
36,164
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
(58,194
|
)
|
|
$
|
13,166
|
|
|
$
|
19,164
|
|
State
|
(264
|
)
|
|
(2,748
|
)
|
|
383
|
|
|||
Foreign
|
(644
|
)
|
|
(2,097
|
)
|
|
1,457
|
|
|||
Total deferred tax expense (benefit)
|
(59,102
|
)
|
|
8,321
|
|
|
21,004
|
|
|||
Total income tax expense (benefit)
|
$
|
(57,426
|
)
|
|
$
|
14,039
|
|
|
$
|
57,168
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of credits
|
1.2
|
|
|
(5.7
|
)
|
|
0.7
|
|
Foreign income taxed at different rates
|
(3.5
|
)
|
|
4.2
|
|
|
(0.6
|
)
|
Section 199 deduction
|
0.5
|
|
|
(0.3
|
)
|
|
(1.0
|
)
|
Non-deductible officers’ compensation
|
(0.1
|
)
|
|
1.5
|
|
|
0.3
|
|
Noncontrolling interests
|
0.2
|
|
|
(2.2
|
)
|
|
(1.0
|
)
|
Research and development credits
|
0.2
|
|
|
(2.0
|
)
|
|
(0.5
|
)
|
Valuation allowance on deferred tax assets
|
(8.6
|
)
|
|
—
|
|
|
—
|
|
Non-deductible goodwill
|
(7.1
|
)
|
|
—
|
|
|
—
|
|
Foreign interest income
|
—
|
|
|
0.7
|
|
|
—
|
|
Other
|
(0.8
|
)
|
|
1.5
|
|
|
(1.3
|
)
|
Effective tax rate
|
17.0
|
%
|
|
32.7
|
%
|
|
31.6
|
%
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Environmental liabilities
|
$
|
12,390
|
|
|
$
|
11,165
|
|
Employee benefit accruals
|
9,378
|
|
|
9,784
|
|
||
State income tax and other
|
2,478
|
|
|
5,384
|
|
||
Net operating loss carryforwards
|
11,758
|
|
|
5,699
|
|
||
State credit carryforwards
|
5,360
|
|
|
4,374
|
|
||
Inventory valuation methods
|
1,390
|
|
|
1,560
|
|
||
Amortizable goodwill and other intangibles
|
38,820
|
|
|
—
|
|
||
Valuation allowances
|
(29,696
|
)
|
|
(795
|
)
|
||
Total deferred tax assets
|
$
|
51,878
|
|
|
$
|
37,171
|
|
Deferred tax liabilities:
|
|
|
|
||||
Amortizable goodwill and other intangibles
|
$
|
—
|
|
|
$
|
20,452
|
|
Accelerated depreciation and other basis differences
|
68,609
|
|
|
90,544
|
|
||
Prepaid expense acceleration
|
2,418
|
|
|
2,365
|
|
||
Foreign currency translation adjustment
|
30
|
|
|
1,987
|
|
||
Total deferred tax liabilities
|
71,057
|
|
|
115,348
|
|
||
Net deferred tax liability
|
$
|
19,179
|
|
|
$
|
78,177
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Unrecognized tax benefits, as of the beginning of the year
|
$
|
491
|
|
|
$
|
303
|
|
|
$
|
1,631
|
|
Reductions for tax positions of prior years
|
(31
|
)
|
|
(143
|
)
|
|
(75
|
)
|
|||
Settlements with tax authorities
|
—
|
|
|
—
|
|
|
(875
|
)
|
|||
Additions for tax positions of the current year
|
66
|
|
|
331
|
|
|
160
|
|
|||
Reductions for lapse of statutes
|
—
|
|
|
—
|
|
|
(538
|
)
|
|||
Unrecognized tax benefits, as of the end of the year
|
$
|
526
|
|
|
$
|
491
|
|
|
$
|
303
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Income (loss) from continuing operations
|
$
|
(280,023
|
)
|
|
$
|
28,917
|
|
|
$
|
123,637
|
|
Net income attributable to noncontrolling interests
|
(1,419
|
)
|
|
(1,513
|
)
|
|
(5,181
|
)
|
|||
Income (loss) from continuing operations attributable to SSI
|
(281,442
|
)
|
|
27,404
|
|
|
118,456
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(101
|
)
|
|||
Net income (loss) attributable to SSI
|
$
|
(281,442
|
)
|
|
$
|
27,404
|
|
|
$
|
118,355
|
|
Computation of shares:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding, basic
|
26,656
|
|
|
27,317
|
|
|
27,649
|
|
|||
Incremental common shares attributable to dilutive stock options, performance share awards, DSUs and RSUs
|
—
|
|
|
236
|
|
|
310
|
|
|||
Weighted average common shares outstanding, diluted
|
26,656
|
|
|
27,553
|
|
|
27,959
|
|
|
2013
|
|
2012
|
||||
Total assets:
|
|
|
|
||||
Metals Recycling Business
(1)
|
$
|
1,316,202
|
|
|
$
|
1,696,296
|
|
Auto Parts Business
|
359,977
|
|
|
329,327
|
|
||
Steel Manufacturing Business
|
330,282
|
|
|
322,398
|
|
||
Total segment assets
|
2,006,461
|
|
|
2,348,021
|
|
||
Corporate and eliminations
|
(600,949
|
)
|
|
(584,448
|
)
|
||
Total assets
|
$
|
1,405,512
|
|
|
$
|
1,763,573
|
|
Property, plant and equipment, net
(2)
|
$
|
564,426
|
|
|
$
|
564,185
|
|
(1)
|
MRB total assets include
$15 million
and
$17 million
as of
August 31, 2013 and 2012
, respectively, for investments in joint venture partnerships.
|
(2)
|
Property, plant and equipment, net includes
$85 million
and
$67 million
as of
August 31, 2013 and 2012
, respectively, at our Canadian locations.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Metals Recycling Business:
|
|
|
|
|
|
||||||
Revenues
|
$
|
2,210,484
|
|
|
$
|
2,948,707
|
|
|
$
|
3,070,004
|
|
Less: Intersegment revenues
|
(178,341
|
)
|
|
(183,906
|
)
|
|
(169,331
|
)
|
|||
MRB external customer revenues
|
2,032,143
|
|
|
2,764,801
|
|
|
2,900,673
|
|
|||
Auto Parts Business:
|
|
|
|
|
|
||||||
Revenues
|
313,306
|
|
|
316,884
|
|
|
319,833
|
|
|||
Less: Intersegment revenues
|
(75,992
|
)
|
|
(73,974
|
)
|
|
(78,795
|
)
|
|||
APB external customer revenues
|
237,314
|
|
|
242,910
|
|
|
241,038
|
|
|||
Steel Manufacturing Business:
|
|
|
|
|
|
||||||
Revenues
|
352,454
|
|
|
333,227
|
|
|
317,483
|
|
|||
Total revenues
|
$
|
2,621,911
|
|
|
$
|
3,340,938
|
|
|
$
|
3,459,194
|
|
Depreciation and amortization:
|
|
|
|
|
|
||||||
Metals Recycling Business
|
$
|
58,964
|
|
|
$
|
57,855
|
|
|
$
|
49,773
|
|
Auto Parts Business
|
11,793
|
|
|
10,920
|
|
|
10,131
|
|
|||
Steel Manufacturing Business
|
9,072
|
|
|
9,436
|
|
|
10,782
|
|
|||
Segment depreciation and amortization
|
79,829
|
|
|
78,211
|
|
|
70,686
|
|
|||
Corporate
|
3,241
|
|
|
4,045
|
|
|
4,180
|
|
|||
Total depreciation and amortization
|
$
|
83,070
|
|
|
$
|
82,256
|
|
|
$
|
74,866
|
|
Capital expenditures:
|
|
|
|
|
|
||||||
Metals Recycling Business
|
$
|
61,930
|
|
|
$
|
60,212
|
|
|
$
|
88,917
|
|
Auto Parts Business
|
12,769
|
|
|
7,525
|
|
|
7,099
|
|
|||
Steel Manufacturing Business
|
7,582
|
|
|
5,556
|
|
|
3,328
|
|
|||
Segment capital expenditures
|
82,281
|
|
|
73,293
|
|
|
99,344
|
|
|||
Corporate
|
8,100
|
|
|
5,267
|
|
|
5,620
|
|
|||
Total capital expenditures
|
$
|
90,381
|
|
|
$
|
78,560
|
|
|
$
|
104,964
|
|
Reconciliation of the Company’s segment operating income (loss) to income (loss) from continuing operations before income taxes:
|
|
|
|
|
|
||||||
Metals Recycling Business
(1)
|
$
|
(311,549
|
)
|
|
$
|
63,872
|
|
|
$
|
164,646
|
|
Auto Parts Business
|
24,539
|
|
|
33,304
|
|
|
64,027
|
|
|||
Steel Manufacturing Business
|
6,541
|
|
|
(2,081
|
)
|
|
2,562
|
|
|||
Segment operating income (loss)
|
(280,469
|
)
|
|
95,095
|
|
|
231,235
|
|
|||
Restructuring charges
|
(7,906
|
)
|
|
(5,012
|
)
|
|
—
|
|
|||
Corporate and eliminations
|
(39,414
|
)
|
|
(36,415
|
)
|
|
(45,271
|
)
|
|||
Operating income (loss)
|
(327,789
|
)
|
|
53,668
|
|
|
185,964
|
|
|||
Interest expense
|
(9,743
|
)
|
|
(11,880
|
)
|
|
(8,436
|
)
|
|||
Other income, net
|
83
|
|
|
1,168
|
|
|
3,277
|
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
(337,449
|
)
|
|
$
|
42,956
|
|
|
$
|
180,805
|
|
(1)
|
MRB operating income (loss) includes
$1 million
,
$2 million
and
$5 million
in income from joint ventures accounted for by the equity method in fiscal
2013
,
2012
and
2011
, respectively. The MRB operating loss for fiscal 2013 also includes a goodwill impairment charge of
$321 million
and other asset impairment charges of
$13 million
.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues based on sales destination:
|
|
|
|
|
|
||||||
Foreign
|
$
|
1,657,736
|
|
|
$
|
2,284,152
|
|
|
$
|
2,471,737
|
|
Domestic
|
964,175
|
|
|
1,056,786
|
|
|
987,457
|
|
|||
Total revenues from external customers
|
$
|
2,621,911
|
|
|
$
|
3,340,938
|
|
|
$
|
3,459,194
|
|
|
|
|
|
|
|
||||||
Major product information:
|
|
|
|
|
|
||||||
Ferrous scrap metal
|
$
|
1,500,115
|
|
|
$
|
2,117,055
|
|
|
$
|
2,259,229
|
|
Nonferrous scrap metal and other
|
532,028
|
|
|
647,746
|
|
|
641,444
|
|
|||
Auto parts
|
237,314
|
|
|
242,910
|
|
|
241,038
|
|
|||
Finished steel products
|
346,982
|
|
|
332,719
|
|
|
317,338
|
|
|||
Semi-finished steel products
|
5,472
|
|
|
508
|
|
|
145
|
|
|||
Total revenues from external customers
|
$
|
2,621,911
|
|
|
$
|
3,340,938
|
|
|
$
|
3,459,194
|
|
|
2013
|
|
% of
Revenue
|
|
2012
|
|
% of
Revenue
|
|
2011
|
|
% of
Revenue
|
|||||||||
China
|
$
|
562,558
|
|
|
21.5
|
%
|
|
$
|
719,979
|
|
|
22.0
|
%
|
|
$
|
884,744
|
|
|
25.6
|
%
|
Turkey
|
341,418
|
|
|
13.0
|
%
|
|
435,558
|
|
|
13.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
South Korea
|
N/A
|
|
|
N/A
|
|
|
$
|
397,525
|
|
|
12.0
|
%
|
|
N/A
|
|
|
N/A
|
|
(1)
|
N/A - sales were less than the 10% threshold and as such disclosure is not applicable.
|
|
Fiscal 2013
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Revenues
|
$
|
592,820
|
|
|
$
|
662,210
|
|
|
$
|
710,295
|
|
|
$
|
656,586
|
|
Operating income (loss)
|
$
|
1,213
|
|
|
$
|
11,390
|
|
|
$
|
7,187
|
|
|
$
|
(347,579
|
)
|
Net income (loss) attributable to SSI
|
$
|
(1,671
|
)
|
|
$
|
8,643
|
|
|
$
|
820
|
|
|
$
|
(289,234
|
)
|
Basic net income (loss) per share attributable to SSI
|
$
|
(0.06
|
)
|
|
$
|
0.32
|
|
|
$
|
0.03
|
|
|
$
|
(10.82
|
)
|
Diluted net income (loss) per share attributable to SSI
|
$
|
(0.06
|
)
|
|
$
|
0.32
|
|
|
$
|
0.03
|
|
|
$
|
(10.82
|
)
|
|
Fiscal 2012
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Revenues
|
$
|
812,176
|
|
|
$
|
886,612
|
|
|
$
|
879,865
|
|
|
$
|
762,285
|
|
Operating income (loss)
|
$
|
14,970
|
|
|
$
|
17,987
|
|
|
$
|
22,078
|
|
|
$
|
(1,367
|
)
|
Net income (loss) attributable to SSI
|
$
|
7,018
|
|
|
$
|
9,630
|
|
|
$
|
11,241
|
|
|
$
|
(485
|
)
|
Basic net income (loss) per share attributable to SSI
|
$
|
0.26
|
|
|
$
|
0.35
|
|
|
$
|
0.41
|
|
|
$
|
(0.02
|
)
|
Diluted net income (loss) per share attributable to SSI
|
$
|
0.25
|
|
|
$
|
0.35
|
|
|
$
|
0.40
|
|
|
$
|
(0.02
|
)
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||
Description
|
|
Balance at
beginning
of period
|
|
Charges to cost
and expenses
|
|
Deductions
|
|
Balance at
end of
period
|
||||||||
Fiscal 2013
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
4,459
|
|
|
$
|
584
|
|
|
$
|
(2,053
|
)
|
|
$
|
2,990
|
|
Allowance for notes and other contractual receivables
|
|
$
|
—
|
|
|
$
|
7,803
|
|
|
$
|
—
|
|
|
$
|
7,803
|
|
Deferred tax valuation allowance
|
|
$
|
794
|
|
|
$
|
28,902
|
|
|
$
|
—
|
|
|
$
|
29,696
|
|
Fiscal 2012
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
6,148
|
|
|
$
|
688
|
|
|
$
|
(2,377
|
)
|
|
$
|
4,459
|
|
Deferred tax valuation allowance
|
|
$
|
589
|
|
|
$
|
218
|
|
|
$
|
(13
|
)
|
|
$
|
794
|
|
Fiscal 2011
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
6,209
|
|
|
$
|
334
|
|
|
$
|
(395
|
)
|
|
$
|
6,148
|
|
Deferred tax valuation allowance
|
|
$
|
855
|
|
|
$
|
189
|
|
|
$
|
(455
|
)
|
|
$
|
589
|
|
Name
|
|
Age
|
|
Office
|
Tamara L. Lundgren
|
|
56
|
|
President and Chief Executive Officer
|
Richard D. Peach
|
|
50
|
|
Senior Vice President and Chief Financial Officer
|
Michael Henderson
|
|
54
|
|
Senior Vice President and President, Metals Recycling Business
|
Thomas D. Klauer, Jr.
|
|
59
|
|
Senior Vice President and President, Auto Parts Business
|
Jeffrey Dyck
|
|
50
|
|
Senior Vice President and President, Steel Manufacturing Business
|
Richard C. Josephson
|
|
65
|
|
Senior Vice President, General Counsel and Secretary
|
Belinda Gaye Hyde
|
|
42
|
|
Senior Vice President and Chief Human Resources Officer
|
David J. Mendez
|
|
46
|
|
Vice President, Corporate Controller and Principal Accounting Officer
|
(a) 1
|
|
|
The following financial statements are filed as part of this report:
|
|
|
The Report of Independent Registered Public Accounting Firm, the Company’s Consolidated Financial Statements, the Notes thereto and the quarterly financial data (unaudited) are on pages 46 through 82 of this report.
|
|
|
|
|
|
2
|
|
|
The following financial statement schedule is filed as part of this report:
|
|
|
Schedule II Valuation and Qualifying Accounts is on page 83 of this report.
|
|
|
|
All other schedules are omitted as the information is either not applicable or is not required.
|
|
|
|
|
|
3
|
|
|
The following exhibits are filed as part of this report:
|
|
|
|
|
3.1
|
|
|
2006 Restated Articles of Incorporation (as corrected December 2, 2011) of the Registrant. Filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2011, and incorporated herein by reference.
|
|
|
|
|
3.2
|
|
|
Restated Bylaws of the Registrant. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 15, 2013, and incorporated herein by reference.
|
|
|
|
|
4.4
|
|
|
Rights Agreement, dated March 21, 2006, between the Registrant and Wells Fargo Bank, N.A. Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 22, 2006, and incorporated herein by reference.
|
|
|
|
|
4.5
|
|
|
Second Amended and Restated Credit Agreement, dated February 9, 2011, between the Registrant, Bank of America, NA, and the Other Lenders Party Thereto. Filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2011, and incorporated herein by reference.
|
|
|
|
|
4.6
|
|
|
Amendment, dated as of April 11, 2012, to Second Amended and Restated Credit Agreement, dated as of February 9, 2011, among Schnitzer Steel Industries, Inc., as US Borrower, and Schnitzer Steel BC, Inc., Schnitzer Steel Pacific, Inc., as Canadian Borrowers, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 16, 2012, and incorporated herein by reference.
|
|
|
|
|
4.7
|
|
|
Second Amendment, dated as of October 28, 2013, to Second Amended and Restated Credit Agreement, dated as of February 9, 2011, among Schnitzer Steel Industries, Inc., as US Borrower, and Schnitzer Steel Canada Ltd., as Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto.
|
|
|
|
|
9.1
|
|
|
Schnitzer Steel Industries, Inc. 2001 Restated Voting Trust and Buy-Sell Agreement, dated March 26, 2001. Filed as Exhibit 9.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 2001, and incorporated herein by reference.
|
|
|
|
|
10.1
|
|
|
Lease Agreement, dated September 1, 1988, between Schnitzer Investment Corp. and the Registrant, as amended, relating to the Portland Metals Recycling operation and which has terminated except for surviving indemnity obligations. Filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed on September 24, 1993 (Commission File No. 33-69352), and incorporated herein by reference.
|
|
|
|
|
10.2
|
|
|
Purchase and Sale Agreement, dated May 4, 2005, between Schnitzer Investment Corp. and the Registrant, relating to purchase by the Registrant of the Portland Metals Recycling operations real estate. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2005, and incorporated herein by reference.
|
|
|
|
|
10.3
|
|
|
Third Amended Shared Services Agreement, dated July 26, 2006, between the Registrant, Schnitzer Investment Corp. and Island Equipment Company, Inc. Filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on July 28, 2006, and incorporated herein by reference.
|
|
|
|
|
10.4
|
|
|
Lease Agreement, dated January 1, 2010, between Commercial One Properties, LLC and Pick-N-Pull San Jose Auto Dismantlers relating to the San Jose North Location. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2010, and incorporated herein by reference.
|
|
|
|
|
10.5
|
|
|
Lease Agreement, dated January 1, 2010, between Commercial Court Properties, LLC, Pick-N-Pull Auto Dismantlers and Pick-N-Pull San Jose Auto Dismantlers relating to the San Jose North Location. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2010, and incorporated herein by reference.
|
*10.6
|
|
Executive Annual Bonus Plan. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 1, 2010, and incorporated herein by reference.
|
|
|
|
*10.7
|
|
Fiscal 2010 Annual Performance Bonus Program for John D. Carter and Tamara L. Lundgren. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2009, and incorporated herein by reference.
|
|
|
|
*10.8
|
|
Annual Incentive Compensation Plan, effective September 1, 2006. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2007, and incorporated herein by reference.
|
|
|
|
*10.9
|
|
1993 Stock Incentive Plan of the Registrant. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 30, 2009, and incorporated herein by reference.
|
|
|
|
*10.10
|
|
Form of Stock Option Agreement used for option grants to employees under the 1993 Stock Incentive Plan. Filed as Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 2007, and incorporated herein by reference.
|
|
|
|
*10.11
|
|
Form of Stock Option Agreement used for option grants to non-employee directors under the 1993 Stock Incentive Plan. Filed as Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 2004, and incorporated herein by reference.
|
|
|
|
*10.12
|
|
Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan. Filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2008, and incorporated herein by reference.
|
|
|
|
*10.13
|
|
Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in fiscal 2008 and 2009. Filed as Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 2007, and incorporated herein by reference.
|
|
|
|
*10.14
|
|
Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in fiscal 2010. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2009, and incorporated herein by reference.
|
|
|
|
*10.15
|
|
Form of Deferred Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for non-employee directors. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 28, 2006, and incorporated herein by reference.
|
|
|
|
*10.16
|
|
Deferred Compensation Plan for Non-Employee Directors. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 28, 2006, and incorporated herein by reference.
|
|
|
|
*10.17
|
|
Amended and Restated Supplemental Executive Retirement Bonus Plan of the Registrant effective January 1, 2009. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2009, and incorporated herein by reference.
|
|
|
|
*10.18
|
|
Form of Change in Control Severance Agreement between the Registrant and executive officers other than Tamara L. Lundgren and used for agreements entered into prior to 2011. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 5, 2008, and incorporated herein by reference.
|
|
|
|
*10.19
|
|
Form of Change in Control Severance Agreement between the Registrant and executive officers and used for agreements entered into after 2010.
|
|
|
|
*10.20
|
|
Form of Change in Control Severance Agreement between the Registrant and each executive officer other than John D. Carter and Tamara L. Lundgren. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 5, 2008, and incorporated herein by reference.
|
|
|
|
*10.21
|
|
Amended and Restated Employment Agreement by and between the Registrant and Tamara L. Lundgren dated October 29, 2008. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 4, 2008, and incorporated herein by reference.
|
|
|
|
*10.22
|
|
Amended and Restated Change in Control Severance Agreement by and between the Registrant and Tamara L. Lundgren dated October 29, 2008. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 4, 2008, and incorporated herein by reference.
|
*10.23
|
|
|
Amended and Restated Change in Control Severance Agreement by and between the Registrant and John D. Carter dated October 29, 2008. Filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on November 4, 2008, and incorporated herein by reference.
|
|
|
|
|
*10.24
|
|
|
Form of Indemnity Agreement for Directors and Executive Officers. Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 28, 2006, and incorporated herein by reference.
|
|
|
|
|
*10.25
|
|
|
Fiscal 2011 Annual Performance Bonus Program for John D. Carter and Tamara L. Lundgren. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2010 and incorporated herein by reference.
|
|
|
|
|
*10.26
|
|
|
Amendment No. 1 dated June 29, 2011 to Amended and Restated Employment Agreement by and between the Registrant and Tamara L. Lundgren dated October 29, 2008. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2011 and incorporated herein by reference.
|
|
|
|
|
*10.27
|
|
|
Amended and Restated Employment Agreement by and between the Registrant and John D. Carter dated June 29, 2011. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2011 and incorporated herein by reference.
|
|
|
|
|
*10.28
|
|
|
Form of Waiver of Annual Incentive dated as of August 28, 2012 executed by executive officers as a condition of receipt of stock options. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 31, 2012, and incorporated herein by reference.
|
|
|
|
|
*10.29
|
|
|
Form of Non-Statutory Stock Option Agreement used for premium-priced option grants to executive officers on August 28, 2012 under the 1993 Stock Incentive Plan. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 31, 2012, and incorporated herein by reference.
|
|
|
|
|
*10.30
|
|
|
Form of Restricted Stock Unit Award Agreement used for award to chief executive officer on August 30, 2012 under the 1993 Stock Incentive Plan. Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on August 31, 2012, and incorporated herein by reference.
|
|
|
|
|
*10.31
|
|
|
Employment Agreement by and between the Registrant and Patrick L. Christopher dated March 13, 2012. Filed as Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K filed on October 25, 2012 and incorporated herein by reference.
|
|
|
|
|
*10.32
|
|
|
Employment Agreement, dated September 13, 2005, between Donald Hamaker and the Registrant. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 19, 2005, and incorporated herein by reference.
|
|
|
|
|
*10.33
|
|
|
Severance, Consultation and Non-Competition Agreement, dated as of February 4, 2012, between Donald W. Hamaker and the Registrant. Filed as Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K filed on October 25, 2012 and incorporated herein by reference.
|
|
|
|
|
*10.34
|
|
|
Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for awards granted in fiscal 2013. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2012 and incorporated herein by reference.
|
|
|
|
|
*10.35
|
|
|
Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in fiscal 2012. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2012 and incorporated herein by reference.
|
|
|
|
|
*10.36
|
|
|
Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in fiscal 2013.
|
|
|
|
|
*10.37
|
|
|
Severance Agreement with Covenants, dated August 27, 2013 between Patrick L. Christopher and the Registrant. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed on August 28, 2013, and incorporated herein by reference.
|
|
|
|
|
21.1
|
|
|
Subsidiaries of Registrant.
|
|
|
|
|
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
24.1
|
|
|
Powers of Attorney.
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.1
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.2
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101
|
|
|
The following financial information from Schnitzer Steel Industries, Inc.’s Annual Report on Form 10-K for the years ended August 31, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended August 31, 2013, 2012 and 2011, (ii) Consolidated Balance Sheets as of August 31, 2013, and August 31, 2012, (iii) Consolidated Statements of Other Comprehensive Loss (iv)Consolidated Statements of Cash Flows for the years ended August 31, 2013, 2012 and 2011, and (v) the Notes to Consolidated Financial Statements.
|
|
SCHNITZER STEEL INDUSTRIES, INC.
|
||
Dated: October 29, 2013
|
By:
|
|
/s/ RICHARD D. PEACH
|
|
|
|
Richard D. Peach
|
|
|
|
Senior Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
Principal Executive Officer:
|
|
|
|
|
|
/s/ TAMARA L. LUNDGREN
|
|
President and Chief Executive Officer
|
Tamara L. Lundgren
|
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
|
/s/ RICHARD D. PEACH
|
|
Senior Vice President and Chief Financial Officer
|
Richard D. Peach
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
|
/s/ DAVID J. MENDEZ
|
|
Vice President, Corporate Controller and Principal Accounting Officer
|
David J. Mendez
|
|
|
|
|
|
Directors:
*DAVID J. ANDERSON
|
|
Director
|
|
||
David J. Anderson
|
|
|
|
|
|
*JOHN D. CARTER
|
|
Director
|
John D. Carter
|
|
|
|
|
|
*WILLIAM A. FURMAN
|
|
Director
|
William A. Furman
|
|
|
|
|
|
*JUDITH A. JOHANSEN
|
|
Director
|
Judith A. Johansen
|
|
|
|
|
|
*WAYLAND R. HICKS
|
|
Director
|
Wayland R. Hicks
|
|
|
Signature
|
|
Title
|
|
|
|
*WILLIAM D. LARSSON
|
|
Director
|
William D. Larsson
|
|
|
|
|
|
*DAVID JAHNKE
|
|
Director
|
David Jahnke
|
|
|
|
|
|
*KENNETH M. NOVACK
|
|
Director
|
Kenneth M. Novack
|
|
|
|
|
|
|
|
*By:
|
|
/s/ RICHARD D. PEACH
|
|
|
|
|
Attorney-in-fact, Richard D. Peach
|
|
|
DWT 22853668v3 4900000-001225
|
1
|
|
Debtor Name
|
Creditor Name
|
Type of Credit
|
Amount of Credit
|
Schnitzer Steel Industries, Inc.
|
Wells Fargo Bank, N.A., or any successor or replacement bank
|
Uncommitted unsecured line of credit
|
$25,000,000
|
Schnitzer Steel Industries, Inc.
|
Wells Fargo Bank, N.A., or any successor or replacement bank
|
Unsecured facility for issuance of letters of credit
|
$15,000,000
|
DWT 22853668v3 4900000-001225
|
2
|
|
DWT 22853668v3 4900000-001225
|
3
|
|
DWT 22853668v3 4900000-001225
|
4
|
|
SCHNITZER STEEL INDUSTRIES, INC.,
as the
|
|
US Borrower
|
|
|
|
|
|
By:
|
/s/Robert B. Stone
|
Name:
|
Robert B. Stone
|
Title:
|
Vice President & Treasurer
|
SCHNITZER STEEL CANADA LTD.,
as the
|
|
Canadian Borrower
|
|
|
|
|
|
By:
|
/s/Richard C. Josephson
|
Name:
|
Richard C. Josephson
|
Title:
|
Secretary
|
BANK OF AMERICA, N.A.,
as
|
|
Administrative Agent
|
|
|
|
|
|
By:
|
/s/Anthea Del Bianco
|
Name:
|
Anthea Del Bianco
|
Title:
|
Vice President
|
BANK OF AMERICA, N.A.,
as US Lender, an
|
|
L/C Issuer and Swing Ling Lender
|
|
|
|
|
|
By:
|
/s/Timothy G. Holsapple
|
Name:
|
Timothy G. Holsapple
|
Title:
|
Senior Vice President
|
DWT 22853668v3 4900000-001225
|
5
|
|
WELLS FARGO BANK, NATIONAL
|
|
ASSOCIATION
, as a US LEnder and L/C Issuer
|
|
|
|
|
|
By:
|
/s/James L. Franzen
|
Name:
|
James L. Franzen
|
Title:
|
Vice President
|
UNION BANK, N.A.
as a US Lender
|
|
|
|
|
|
|
|
By:
|
/s/John F. Wharton
|
Name:
|
John F. Wharton
|
Title:
|
Vice President
|
BANK OF MONTREAL, CHICAGO BRANCH
|
|
as a US Lender
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
BANK OF MONTREAL,
as the Canadian Lender
|
|
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
U.S. BANK NATIONAL ASSOCIATION
, as a
|
|
US Lender
|
|
|
|
|
|
By:
|
/s/Richard J. Ameny Jr.
|
Name:
|
Richard J. Ameny Jr.
|
Title:
|
Vice President
|
DWT 22853668v3 4900000-001225
|
6
|
|
JPMORGAN CHASE BANK, N.A.
, as a US
|
|
Lender
|
|
|
|
|
|
By:
|
/s/Ling Li
|
Name:
|
Ling Li
|
Title:
|
Vice President
|
PNC BANK, NATIONAL ASSOCIATION
, as a
|
|
US Lender
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
FIRST HAWAIIAN BANK
, as a US Lender
|
|
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
BANK OF THE WEST,
as a US Lender
|
|
|
|
|
|
|
|
By:
|
/s/Brett German
|
Name:
|
Brett German
|
Title:
|
Vice President
|
HSBC BANK USA, N.A.
, as a US Lender
|
|
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
DWT 22853668v3 4900000-001225
|
7
|
|
SUMITOMO MISUI BANKING
|
|
CORPORATION
, as a US Lender
|
|
|
|
|
|
By:
|
/s/James D. Weinstein
|
Name:
|
James D. Weinstein
|
Title:
|
Managing Director
|
UMOQUA BANK,
as a US Lender
|
|
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
THE NORTHERN TRUST COMPANY
, as a US
|
|
Lender
|
|
|
|
|
|
By:
|
/s/Brandon C. Rolek
|
Name:
|
Brandon C. Rolek
|
Title:
|
Senior Vice President
|
BANNER BANK
, as a US Lender
|
|
|
|
|
|
|
|
By:
|
/s/Gregory Foxx
|
Name:
|
Gregory Foxx
|
Title:
|
Vice President
|
DWT 22853668v3 4900000-001225
|
8
|
|
DWT 22853668v3 4900000-001225
|
A-1
|
|
DWT 22853668v3 4900000-001225
|
A-2
|
|
DWT 22853668v3 4900000-001225
|
A-3
|
|
SCHNITZER STEEL INDUSTRIES, INC.
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
MANUFACTURING MANAGMENT, INC.
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
GENERAL METALS OF TACOMA, INC.
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
CASCADE STEEL ROLLING MILLS, INC.
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
NORPROP, INC.
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
DWT 22853668v3 4900000-001225
|
A-4
|
|
JOINT VENTURE OPERATIONS, INC.
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
PROLERIDE TRANSPORT SYSTEMS, INC.
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
PROLERIZED NEW ENGLAND COMPANY
|
|
LLC
|
|
By:
|
Proleride Transport Systems, Inc.
|
Its:
|
Member
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
PICK-NPULL AUTO DISMANTLERS
|
|
By:
|
Norprop, Inc.
|
Its:
|
General Partner
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
PICK AND PULL AUTO DISMANTLING
|
|
INC.
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
DWT 22853668v3 4900000-001225
|
A-5
|
|
SCHNITZER SOUTHEAST, LLC
|
|
By:
|
Schnitzer Steel Industries, Inc.
|
Its:
|
Member
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
SCHNITZER STEEL HAWAII CORP.
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
PICK-N-PULL AUTO DISMANTLERS,
|
|
STOCKTON, LLC
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
METALS RECYCLING L.L.C
|
|
By:
|
Joint Venture Operations, Inc.
|
Its:
|
Member
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
EDMAN CORP
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
DWT 22853668v3 4900000-001225
|
A-6
|
|
PICK-N-PULL NORTHWEST, LLC
|
|
By:
|
Norprop, Inc.
|
Its:
|
Member
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
U-PULL-IT, INC.
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
SCHNTIZER STEEL FRESNO, INC.
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
DWT 22853668v3 4900000-001225
|
A-7
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
|
8
|
|
|
9
|
|
|
10
|
|
|
11
|
|
|
12
|
|
|
13
|
|
|
14
|
|
|
15
|
|
|
|
|
|
|
|
|
SCHNITZER STEEL INDUSTRIES, INC.
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
16
|
|
|
A-1
|
|
|
A-2
|
|
•
|
You will be paid for any accrued but unused vacation days on a pro-rated basis.
|
•
|
Your group health insurance benefits will remain in effect until __________, 20__. Upon the termination of your group health insurance benefits, you will be provided separate information regarding your right thereafter to continue group coverage as required by the Consolidated Omnibus Budget Reconciliation Act of 1985.
|
•
|
Your group life insurance will remain in effect until ___________, 20__. Upon the termination of your group life insurance, you will be provided separate information regarding any right to convert your group life insurance to an individual policy.
|
•
|
You will be provided a separate statement of your benefits, if any, under any Company savings and/or pension plan. Your rights to benefits under any Company savings and/or pension plan will be determined by law and in accordance with the terms of the specific plan.
|
|
A-3
|
|
|
A-4
|
|
|
A-5
|
|
|
|
|
Fiscal 2014
|
|
Fiscal 2015
|
|
Annual EBITDA
|
EBITDA Improvement
|
|
EBITDA Improvement
|
|
Payout Factor
|
Less than 0.0%
|
|
Less than 0.0%
|
|
0
|
0.0%
|
|
0.0%
|
|
50%
|
14.4%
|
|
2.7%
|
|
75%
|
24.4%
|
|
5.3%
|
|
100%
|
34.4%
|
|
8.0%
|
|
125%
|
46% or more
|
|
10.6% or more
|
|
200%
|
Fiscal 2015
|
|
Fiscal 2015
|
|
Annual ROE
|
ROE Improvement
|
|
EBITDA Improvement
|
|
Payout Factor
|
Less than 0.0%
|
|
Less than 0.0%
|
|
0%
|
0.0%
|
|
0.0%
|
|
50%
|
0.7%
|
|
0.2%
|
|
75%
|
1.4%
|
|
0.5%
|
|
100%
|
2.0%
|
|
8.0%
|
|
125%
|
2.7% or more
|
|
1.0% or more
|
|
200%
|
|
SCHNITZER STEEL INDUSTRIES, INC.
|
|
|
|
|
|
By:
|
|
|
|
Richard C. Josephson
|
|
|
|
|
Title:
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Senior Vice President
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|
Schnitzer Fresno, Inc.
|
Oregon
|
|
Schnitzer Puerto Rico, Inc.
|
Puerto Rico
|
|
Schnitzer Southeast, LLC
|
Georgia
|
|
Schnitzer Steel Canada, Ltd.
|
British Columbia
|
|
Schnitzer Steel Canadian Holdings, Inc.
|
Federally Chartered
|
|
Schnitzer Steel Hawaii Corp.
|
Delaware
|
|
Schnitzer Trading Canada, Inc.
|
Federally Chartered
|
|
Scrap Financial Services, LLC
|
Oregon
|
|
Scrap Marketing, Inc.
|
Oregon
|
|
SFS II, LLC
|
Oregon
|
|
SSI Big Sky LLC
|
Oregon
|
|
SSI Burbank LLC
|
Washington
|
|
SSI Nevada LLC
|
Nevada
|
|
SSP Reclamation Company
|
Oregon
|
|
U-PULL-IT, Inc.
|
California
|
|
Western Pick-N-Pull Auto Dismantlers
|
Utah General Partnership
|
|
White Top Properties L.L.C.
|
Oregon
|
/s/ David J. Anderson
|
DAVID J. ANDERSON
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/s/ John D. Carter
|
JOHN D. CARTER
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/s/ William A. Furman
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WILLIAM A. FURMAN
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/s/ Wayland R. Hicks
|
WAYLAND R. HICKS
|
/s/ Judith Johansen
|
JUDITH JOHANSEN
|
/s/ William Larsson
|
WILLIAM LARSSON
|
/s/ David Jahnke
|
DAVID JAHNKE
|
/s/ Kenneth M. Novack
|
KENNETH M. NOVACK
|
1.
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I have reviewed this annual report on Form 10-K of Schnitzer Steel Industries, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Tamara L. Lundgren
|
Tamara L. Lundgren
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President and Chief Executive Officer
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1.
|
I have reviewed this annual report on Form 10-K of Schnitzer Steel Industries, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Richard D. Peach
|
Richard D. Peach
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Tamara L. Lundgren
|
Tamara L. Lundgren
|
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Richard D. Peach
|
Richard D. Peach
|
Senior Vice President and Chief Financial Officer
|