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 Street, Suite 350
Portland, Oregon
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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 [ ]
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Accelerated Filer [ x ]
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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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2015
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% of
Revenue
|
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2014
|
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% of
Revenue
|
|
2013
|
|
% of
Revenue
|
|||||||||
North America
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$
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769,956
|
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|
50
|
%
|
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$
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896,401
|
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42
|
%
|
|
$
|
833,904
|
|
|
37
|
%
|
Asia
|
631,253
|
|
|
41
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%
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1,056,747
|
|
|
49
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%
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1,168,820
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|
52
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%
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|||
Europe
(1)
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234,536
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15
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%
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285,540
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|
13
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%
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381,867
|
|
|
17
|
%
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|||
Africa
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61,568
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|
4
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%
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76,122
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|
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4
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%
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53,841
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|
|
2
|
%
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|||
South America
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18,983
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|
1
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%
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19,579
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|
1
|
%
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4,247
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|
|
—
|
%
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|||
Sales to SMB
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(175,934
|
)
|
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(11
|
)%
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|
(188,103
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)
|
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(9
|
)%
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(178,341
|
)
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(8
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)%
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|||
Total (net of intercompany)
|
$
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1,540,362
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|
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$
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2,146,286
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$
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2,264,338
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(1)
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Includes sales to customers in Turkey.
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Ferrous Recycled Metal
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2015
|
|
2014
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2013
|
|||||||||||||||
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Revenues
(1)
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Volume
(2)
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Revenues
(1)
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Volume
(2)
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Revenues
(1)
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Volume
(2)
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|||||||||
Foreign
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$
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669,868
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|
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2,236
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$
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1,089,088
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2,801
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$
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1,257,382
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3,173
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|
Domestic
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428,357
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1,472
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539,597
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1,508
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471,954
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1,333
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|||
Total
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$
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1,098,225
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3,708
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$
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1,628,685
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4,309
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$
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1,729,336
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4,506
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(1)
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Revenues stated in thousands of dollars.
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(2)
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Volume stated in thousands of long tons (one long ton = 2,240 pounds).
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Nonferrous Recycled Metal
|
2015
|
|
2014
|
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2013
|
|||||||||||||||
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Revenues
(1)
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Volume
(2)
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Revenues
(1)
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Volume
(2)
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Revenues
(1)
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Volume
(2)
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|||||||||
Foreign
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$
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289,150
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361,772
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$
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348,715
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401,127
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$
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351,962
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375,532
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Domestic
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198,886
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223,663
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207,424
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213,391
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211,006
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204,820
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|||
Total
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$
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488,036
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585,435
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$
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556,139
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614,518
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$
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562,968
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580,352
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(1)
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Revenues stated in thousands of dollars.
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(2)
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Volume stated in thousands of pounds and volume information excludes PGM metals in catalytic converters.
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2015
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2014
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2013
|
|||||||||||||||
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Revenues
(1)
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Volume
(2)
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Revenues
(1)
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Volume
(2)
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Revenues
(1)
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Volume
(2)
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|||||||||
Finished steel products
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$
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363,795
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539,984
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$
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377,678
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533,147
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$
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346,982
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487,542
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(1)
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Revenues stated in thousands of dollars.
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(2)
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Volume stated in short tons (one short ton = 2,000 pounds).
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2015
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2014
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|
2013
|
||||||
Domestic
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$
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349,145
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$
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354,420
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$
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304,598
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Foreign
(1)
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25,892
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34,220
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47,856
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|||
Total
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$
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375,037
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$
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388,640
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$
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352,454
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(1)
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Consists entirely of sales to Canada.
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•
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The U.S. Environmental Protection Agency (“EPA”);
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•
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Remediation under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”);
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•
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The discharge of materials and emissions into the air;
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•
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The prevention and remediation of soil and groundwater contamination;
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•
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The management and treatment of wastewater and storm water;
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•
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Global climate change;
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•
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The treatment, handling and/or disposal of solid waste and hazardous waste; and
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•
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The protection of our employees’ health and safety.
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•
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Difficulty integrating the acquired businesses’ personnel and operations;
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•
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Potential loss of key employees or customers of the acquired business;
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•
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Difficulties in realizing anticipated cost savings, efficiencies and synergies;
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•
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Unexpected costs;
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•
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Inaccurate assessment of or undisclosed liabilities;
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•
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Inability to maintain uniform standards, controls and procedures; and
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•
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Difficulty in managing growth.
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•
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Waste disposal;
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•
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Air emissions;
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•
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Waste water and storm water management and treatment;
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•
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Soil and groundwater contamination remediation;
|
•
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Global climate change;
|
•
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Discharge, storage, handling and disposal of hazardous materials; and
|
•
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Employee health and safety.
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Division
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No. of
Facilities
|
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Acreage
|
||||||||
Leased
|
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Owned
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Total
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|||||||
Corporate offices – Domestic
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1
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—
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—
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—
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Auto and Metals Recycling:
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|
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|
||||
Domestic:
(1)
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|
||||
Administrative offices
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3
|
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—
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5
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|
|
5
|
|
Collection and processing
|
38
|
|
|
48
|
|
|
674
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|
|
722
|
|
Collection
|
7
|
|
|
5
|
|
|
23
|
|
|
28
|
|
Stores
|
51
|
|
|
597
|
|
|
147
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|
|
744
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Non-operating sites
(4)
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17
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|
|
44
|
|
|
57
|
|
|
101
|
|
Foreign:
(2)
|
|
|
|
|
|
|
—
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|
|||
Collection and processing
|
4
|
|
|
33
|
|
|
4
|
|
|
37
|
|
Collection
|
2
|
|
|
6
|
|
|
3
|
|
|
9
|
|
Stores
|
4
|
|
|
51
|
|
|
—
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|
|
51
|
|
Non-operating sites
(4)
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7
|
|
|
40
|
|
|
—
|
|
|
40
|
|
Steel Manufacturing Business:
|
|
|
|
|
|
|
|
||||
Domestic:
|
|
|
|
|
|
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|
||||
Steel mill and administrative offices
|
2
|
|
|
—
|
|
|
85
|
|
|
85
|
|
Non-operating sites
(4)
|
1
|
|
|
—
|
|
|
51
|
|
|
51
|
|
Total company:
|
|
|
|
|
|
|
|
||||
Domestic
|
120
|
|
|
694
|
|
|
1,042
|
|
|
1,736
|
|
Foreign
(2)
|
17
|
|
|
130
|
|
|
7
|
|
|
137
|
|
Total
(3)
|
137
|
|
|
824
|
|
|
1,049
|
|
|
1,873
|
|
(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.
|
(4)
|
Non-operating sites are comprised of owned and leased real properties, some of which are sublet to external parties.
|
|
Fiscal 2015
|
||||||||||
|
High Price
|
|
Low Price
|
|
Dividends Per Share
|
||||||
First Quarter
|
$
|
28.23
|
|
|
$
|
21.41
|
|
|
$
|
0.1875
|
|
Second Quarter
|
$
|
24.04
|
|
|
$
|
15.69
|
|
|
$
|
0.1875
|
|
Third Quarter
|
$
|
19.30
|
|
|
$
|
15.06
|
|
|
$
|
0.1875
|
|
Fourth Quarter
|
$
|
20.65
|
|
|
$
|
15.16
|
|
|
$
|
0.1875
|
|
|
|
|
|
|
|
||||||
|
Fiscal 2014
|
||||||||||
|
High Price
|
|
Low Price
|
|
Dividends Per Share
|
||||||
First Quarter
|
$
|
31.85
|
|
|
$
|
24.88
|
|
|
$
|
0.1875
|
|
Second Quarter
|
$
|
33.32
|
|
|
$
|
24.71
|
|
|
$
|
0.1875
|
|
Third Quarter
|
$
|
30.04
|
|
|
$
|
24.46
|
|
|
$
|
0.1875
|
|
Fourth Quarter
|
$
|
28.44
|
|
|
$
|
24.13
|
|
|
$
|
0.1875
|
|
Period
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or Programs
|
|
Maximum Number
of Shares that may
yet be Purchased
Under the Plans or
Programs
|
|||||
June 1, 2015 – June 30, 2015
|
—
|
|
|
—
|
|
|
—
|
|
|
2,072,885
|
|
|
July 1, 2015 – July 31, 2015
|
67,700
|
|
|
$
|
19.89
|
|
|
67,700
|
|
|
2,005,185
|
|
August 1, 2015 – August 31, 2015
|
—
|
|
|
—
|
|
|
—
|
|
|
2,005,185
|
|
|
Total Fourth Quarter 2015
|
67,700
|
|
|
|
|
67,700
|
|
|
|
|
Year Ended August 31,
|
||||||||||||||||||||||
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||||
Schnitzer Steel Industries
(1)
|
$
|
100
|
|
|
$
|
103
|
|
|
$
|
63
|
|
|
$
|
59
|
|
|
$
|
67
|
|
|
$
|
44
|
|
S&P 500
|
100
|
|
|
119
|
|
|
140
|
|
|
166
|
|
|
208
|
|
|
209
|
|
||||||
S&P Steel Index
|
100
|
|
|
107
|
|
|
76
|
|
|
78
|
|
|
101
|
|
|
80
|
|
||||||
NASDAQ
|
100
|
|
|
123
|
|
|
148
|
|
|
176
|
|
|
227
|
|
|
240
|
|
(1)
|
Because we operate in two distinct but related businesses, we have no direct market peer issuers.
|
(1)
|
The operating loss in fiscal 2015 includes a goodwill impairment charge of
$141 million
, other asset impairment charges of
$45 million
and restructuring charges and other exit-related costs of
$13 million
. Operating income in fiscal 2014 includes other asset impairment charges of
$1 million
and restructuring charges and other exit-related costs of
$7 million
. 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 2015, the Company ceased operations at seven auto parts stores, six of which qualified for discontinued operations reporting and whose results have been removed from other data for all periods presented, as applicable. In fiscal 2014, the Company also released an environmental liability of $1 million associated with operations disposed in fiscal 2010. See
Note 10
- Discontinued Operations in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion.
|
(3)
|
Statistical data on shipments and average net selling price of ferrous and nonferrous metal has been revised for all comparable periods presented to reflect the presentation in fiscal 2015 of the Auto and Metals Recycling (AMR) operating and reportable segment.
|
(4)
|
Tons for recycled ferrous metal are long tons (2,240 pounds) and for finished steel products are short tons (2,000 pounds).
|
(5)
|
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.
|
•
|
Further optimization of our integrated operating platform to maximize opportunities for internal synergies and cost efficiencies;
|
•
|
Use of our seven deep water ports and ground-based logistics network to directly access customers globally to meet demand for our products wherever it is greatest;
|
•
|
Continuous improvement initiatives to increase production efficiency, improve productivity, enhance effectiveness in our commercial activities and reduce operating expense;
|
•
|
Technology and process improvement investments to increase the separation and recovery of recycled materials from our shredding process and to create more value-added products; and
|
•
|
Increase market share through selective partnerships, alliances and acquisitions.
|
•
|
Revenues of
$1.9 billion
, compared to
$2.5 billion
in the prior year;
|
•
|
Operating loss of
$196 million
, compared to operating income of
$24 million
in the prior year;
|
•
|
Adjusted operating income of
$11 million
, compared to
$33 million
in the prior year (see the reconciliation of adjusted consolidated operating income (loss) in Non-GAAP Financial Measures at the end of Item 7);
|
•
|
Net loss from continuing operations attributable to SSI of
$190 million
, or
$(7.03)
per diluted share, compared to net income from continuing operations attributable to SSI of
$9 million
, or
$0.32
per diluted share, in the prior year;
|
•
|
Adjusted net income from continuing operations attributable to SSI of
$4 million
, or
$0.13
per diluted share, compared to
$16 million
, or
$0.58
per diluted share, in the prior year (see the reconciliation of adjusted net income (loss) from continuing operations attributable to SSI in Non-GAAP Financial Measures at the end of Item 7); and
|
•
|
Net loss attributable to SSI of
$197 million
, or
$(7.29)
per diluted share, compared to net income of
$6 million
, or
$0.22
per diluted share, in the prior year.
|
•
|
Net cash provided by operating activities of
$145 million
, compared to
$141 million
in the prior year;
|
•
|
Debt, net of cash, of
$205 million
, compared to
$294 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
$20 million
in the prior year.
|
•
|
AMR revenues of
$1.7 billion
and operating loss of
$164 million
, compared to revenues of
$2.3 billion
and operating income of
$55 million
in the prior year;
|
•
|
AMR adjusted operating income of
$28 million
in fiscal
2015
, compared to
$56 million
in the prior year (see the reconciliation of AMR adjusted operating income (loss) in Non-GAAP Financial Measures at the end of Item 7); and
|
•
|
SMB revenues of
$375 million
and operating income of
$20 million
, compared to revenues of
$389 million
and operating income of
$19 million
in the prior year.
|
|
For the Year Ended August 31,
|
||||||||||||||||
|
|
|
|
|
|
|
% Increase/(Decrease)
|
||||||||||
($ in thousands)
|
2015
|
|
2014
|
|
2013
|
|
2015 vs 2014
|
|
2014 vs 2013
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Auto and Metals Recycling
|
$
|
1,716,296
|
|
|
$
|
2,334,389
|
|
|
$
|
2,442,679
|
|
|
(26
|
)%
|
|
(4
|
)%
|
Steel Manufacturing Business
|
375,037
|
|
|
388,640
|
|
|
352,454
|
|
|
(4
|
)%
|
|
10
|
%
|
|||
Intercompany revenue eliminations
(1)
|
(175,934
|
)
|
|
(188,103
|
)
|
|
(178,341
|
)
|
|
(6
|
)%
|
|
5
|
%
|
|||
Total revenues
|
1,915,399
|
|
|
2,534,926
|
|
|
2,616,792
|
|
|
(24
|
)%
|
|
(3
|
)%
|
|||
Cost of goods sold:
|
|
|
|
|
|
|
|
|
|
||||||||
Auto and Metals Recycling
|
1,567,356
|
|
|
2,141,253
|
|
|
2,247,058
|
|
|
(27
|
)%
|
|
(5
|
)%
|
|||
Steel Manufacturing Business
|
348,499
|
|
|
362,843
|
|
|
339,625
|
|
|
(4
|
)%
|
|
7
|
%
|
|||
Intercompany cost of goods sold eliminations
(1)
|
(173,177
|
)
|
|
(188,141
|
)
|
|
(177,237
|
)
|
|
(8
|
)%
|
|
6
|
%
|
|||
Total cost of goods sold
|
1,742,678
|
|
|
2,315,955
|
|
|
2,409,446
|
|
|
(25
|
)%
|
|
(4
|
)%
|
|||
Selling, general and administrative expense:
|
|
|
|
|
|
|
|
|
|
||||||||
Auto and Metals Recycling
|
129,117
|
|
|
138,255
|
|
|
144,710
|
|
|
(7
|
)%
|
|
(4
|
)%
|
|||
Steel Manufacturing Business
|
6,160
|
|
|
7,259
|
|
|
6,288
|
|
|
(15
|
)%
|
|
15
|
%
|
|||
Corporate
(2)
|
35,315
|
|
|
41,999
|
|
|
38,750
|
|
|
(16
|
)%
|
|
8
|
%
|
|||
Total selling, general and administrative expense
|
170,592
|
|
|
187,513
|
|
|
189,748
|
|
|
(9
|
)%
|
|
(1
|
)%
|
|||
Income from joint ventures:
|
|
|
|
|
|
|
|
|
|
||||||||
Auto and Metals Recycling
|
(1,541
|
)
|
|
(1,136
|
)
|
|
(1,330
|
)
|
|
36
|
%
|
|
(15
|
)%
|
|||
Change in intercompany profit elimination
(3)
|
51
|
|
|
(60
|
)
|
|
147
|
|
|
NM
|
|
|
NM
|
|
|||
Total income from joint ventures
|
(1,490
|
)
|
|
(1,196
|
)
|
|
(1,183
|
)
|
|
25
|
%
|
|
1
|
%
|
|||
Goodwill impairment charge:
|
|
|
|
|
|
|
|
|
|
||||||||
Auto and Metals Recycling
|
141,021
|
|
|
—
|
|
|
321,000
|
|
|
NM
|
|
|
NM
|
|
|||
Other asset impairment charges:
|
|
|
|
|
|
|
|
|
|
||||||||
Auto and Metals Recycling
|
44,374
|
|
|
928
|
|
|
13,053
|
|
|
4,682
|
%
|
|
(93
|
)%
|
|||
Corporate
(2)
|
745
|
|
|
532
|
|
|
—
|
|
|
40
|
%
|
|
NM
|
|
|||
Total other asset impairment charges
|
45,119
|
|
|
1,460
|
|
|
13,053
|
|
|
2,990
|
%
|
|
(89
|
)%
|
|||
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||
Auto and Metals Recycling
|
(164,031
|
)
|
|
55,089
|
|
|
(281,812
|
)
|
|
NM
|
|
|
NM
|
|
|||
Steel Manufacturing Business
|
20,378
|
|
|
18,538
|
|
|
6,541
|
|
|
10
|
%
|
|
183
|
%
|
|||
Segment operating income (loss)
|
(143,653
|
)
|
|
73,627
|
|
|
(275,271
|
)
|
|
NM
|
|
|
NM
|
|
|||
Restructuring charges and other exit related costs
(4)
|
(13,008
|
)
|
|
(6,830
|
)
|
|
(7,906
|
)
|
|
90
|
%
|
|
(14
|
)%
|
|||
Corporate expense
(2)
|
(36,060
|
)
|
|
(42,531
|
)
|
|
(38,750
|
)
|
|
(15
|
)%
|
|
10
|
%
|
|||
Change in intercompany profit elimination
(5)
|
(2,808
|
)
|
|
98
|
|
|
(1,251
|
)
|
|
NM
|
|
|
NM
|
|
|||
Total operating income (loss)
|
$
|
(195,529
|
)
|
|
$
|
24,364
|
|
|
$
|
(323,178
|
)
|
|
NM
|
|
|
NM
|
|
(1)
|
AMR sells recycled ferrous metal to SMB at rates per ton that approximate West Coast U.S. market prices. These intercompany revenues and cost of goods sold are eliminated in consolidation.
|
(2)
|
Corporate expense consists primarily of unallocated expenses for management and certain administrative services that benefit both reportable segments.
|
(3)
|
The joint ventures sell recycled metal to AMR and to SMB at prices that approximate local market rates, which produces intercompany profit. This intercompany profit is eliminated while the products remain in inventory and is not recognized until the finished products are sold to third parties.
|
(4)
|
Restructuring charges consist of expense for severance, contract termination and other restructuring costs that management does not include in its measurement of the performance of the operating segments. Other exit-related costs consist of asset impairments and accelerated depreciation related to site closures.
|
(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.
|
|
Year Ended August 31,
|
||||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||
|
Q1’14 Plan
|
|
Q1’15 Plan
|
|
Q2’15 Plan
|
|
Total Charges
|
|
Q4’12 Plan
|
|
Q1’14 Plan
|
|
Total Charges
|
|
Q4’12 Plan
|
|
Total Charges
|
||||||||||||||||||
Restructuring charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Severance costs
|
$
|
(37
|
)
|
|
$
|
428
|
|
|
$
|
5,330
|
|
|
$
|
5,721
|
|
|
$
|
(44
|
)
|
|
$
|
4,651
|
|
|
$
|
4,607
|
|
|
$
|
2,443
|
|
|
$
|
2,443
|
|
Contract termination costs
|
377
|
|
|
—
|
|
|
1,245
|
|
|
1,622
|
|
|
675
|
|
|
709
|
|
|
1,384
|
|
|
3,229
|
|
|
3,229
|
|
|||||||||
Other restructuring costs
|
—
|
|
|
1,223
|
|
|
2,048
|
|
|
3,271
|
|
|
—
|
|
|
410
|
|
|
410
|
|
|
2,234
|
|
|
2,234
|
|
|||||||||
Total restructuring charges
|
340
|
|
|
1,651
|
|
|
8,623
|
|
|
10,614
|
|
|
631
|
|
|
5,770
|
|
|
6,401
|
|
|
7,906
|
|
|
7,906
|
|
|||||||||
Other exit-related costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Asset impairments and accelerated depreciation
|
—
|
|
|
—
|
|
|
6,502
|
|
|
6,502
|
|
|
—
|
|
|
566
|
|
|
566
|
|
|
—
|
|
|
—
|
|
|||||||||
Total other exit-related costs
|
—
|
|
|
—
|
|
|
6,502
|
|
|
6,502
|
|
|
—
|
|
|
566
|
|
|
566
|
|
|
—
|
|
|
—
|
|
|||||||||
Total restructuring charges and exit-related costs
|
$
|
340
|
|
|
$
|
1,651
|
|
|
$
|
15,125
|
|
|
$
|
17,116
|
|
|
$
|
631
|
|
|
$
|
6,336
|
|
|
$
|
6,967
|
|
|
$
|
7,906
|
|
|
$
|
7,906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Restructuring charges and other exit-related costs included in continuing operations
|
|
$
|
13,008
|
|
|
|
|
|
|
$
|
6,830
|
|
|
|
|
$
|
7,906
|
|
|||||||||||||||||
Restructuring charges and other exit-related costs included in discontinued operations
|
|
$
|
4,108
|
|
|
|
|
|
|
$
|
137
|
|
|
|
|
$
|
—
|
|
|
Year Ended August 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Income (loss) from continuing operations before income taxes
|
$
|
(200,464
|
)
|
|
$
|
14,982
|
|
|
$
|
(332,724
|
)
|
Income tax (expense) benefit
|
$
|
12,615
|
|
|
$
|
(2,582
|
)
|
|
$
|
56,943
|
|
Effective tax rate
|
6.3
|
%
|
|
17.2
|
%
|
|
17.1
|
%
|
|
Year Ended August 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
8,263
|
|
|
$
|
15,682
|
|
|
$
|
8,270
|
|
Loss from discontinued operations before income taxes
|
(7,227
|
)
|
|
(2,888
|
)
|
|
(4,725
|
)
|
|||
Income tax benefit
|
—
|
|
|
79
|
|
|
483
|
|
|||
Loss from discontinued operations, net of tax
|
$
|
(7,227
|
)
|
|
$
|
(2,809
|
)
|
|
$
|
(4,242
|
)
|
|
For the Year Ended August 31,
|
||||||||||||||||
|
|
|
|
|
|
|
% Increase/(Decrease)
|
||||||||||
($ in thousands, except for prices)
|
2015
|
|
2014
|
|
2013
|
|
2015 vs 2014
|
|
2014 vs 2013
|
||||||||
Ferrous revenues
|
$
|
1,098,225
|
|
|
$
|
1,628,685
|
|
|
$
|
1,729,336
|
|
|
(33
|
)%
|
|
(6
|
)%
|
Nonferrous revenues
|
488,036
|
|
|
556,139
|
|
|
562,968
|
|
|
(12
|
)%
|
|
(1
|
)%
|
|||
Retail and other revenues
|
130,035
|
|
|
149,565
|
|
|
150,375
|
|
|
(13
|
)%
|
|
(1
|
)%
|
|||
Total segment revenues
|
1,716,296
|
|
|
2,334,389
|
|
|
2,442,679
|
|
|
(26
|
)%
|
|
(4
|
)%
|
|||
Cost of goods sold
|
1,567,356
|
|
|
2,141,253
|
|
|
2,247,058
|
|
|
(27
|
)%
|
|
(5
|
)%
|
|||
Selling, general and administrative expense
|
129,117
|
|
|
138,255
|
|
|
144,710
|
|
|
(7
|
)%
|
|
(4
|
)%
|
|||
Income from joint ventures
|
(1,541
|
)
|
|
(1,136
|
)
|
|
(1,330
|
)
|
|
36
|
%
|
|
(15
|
)%
|
|||
Goodwill impairment charge
|
141,021
|
|
|
—
|
|
|
321,000
|
|
|
NM
|
|
|
NM
|
|
|||
Other asset impairment charges
|
44,374
|
|
|
928
|
|
|
13,053
|
|
|
4,682
|
%
|
|
(93
|
)%
|
|||
Segment operating income (loss)
|
$
|
(164,031
|
)
|
|
$
|
55,089
|
|
|
$
|
(281,812
|
)
|
|
NM
|
|
|
NM
|
|
Average recycled ferrous metal sales prices ($/LT):
(1)
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic
|
$
|
275
|
|
|
$
|
345
|
|
|
$
|
343
|
|
|
(20
|
)%
|
|
1
|
%
|
Foreign
|
$
|
265
|
|
|
$
|
350
|
|
|
$
|
358
|
|
|
(24
|
)%
|
|
(2
|
)%
|
Average
|
$
|
269
|
|
|
$
|
348
|
|
|
$
|
354
|
|
|
(23
|
)%
|
|
(2
|
)%
|
Ferrous sales volume (LT, in thousands):
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic
|
1,472
|
|
|
1,508
|
|
|
1,333
|
|
|
(2
|
)%
|
|
13
|
%
|
|||
Foreign
|
2,236
|
|
|
2,801
|
|
|
3,173
|
|
|
(20
|
)%
|
|
(12
|
)%
|
|||
Total ferrous sales volume (LT, in thousands)
|
3,708
|
|
|
4,309
|
|
|
4,506
|
|
|
(14
|
)%
|
|
(4
|
)%
|
|||
Average nonferrous sales price ($/pound)
(1)(3)
|
$
|
0.75
|
|
|
$
|
0.83
|
|
|
$
|
0.89
|
|
|
(10
|
)%
|
|
(7
|
)%
|
Nonferrous sales volumes (pounds, in thousands)
(3)
|
585,435
|
|
|
614,518
|
|
|
580,352
|
|
|
(5
|
)%
|
|
6
|
%
|
|||
Cars purchased (in thousands)
(2)
|
337
|
|
|
360
|
|
|
347
|
|
|
(6
|
)%
|
|
4
|
%
|
|||
Number of auto parts stores at period end
|
55
|
|
|
56
|
|
|
55
|
|
|
(2
|
)%
|
|
2
|
%
|
|||
Outbound freight included in cost of goods sold (in thousands)
|
$
|
120,297
|
|
|
$
|
146,431
|
|
|
$
|
150,485
|
|
|
(18
|
)%
|
|
(3
|
)%
|
(1)
|
Price information is shown after netting the cost of freight incurred to deliver the product to the customer.
|
(2)
|
Cars purchased by auto parts stores only.
|
(3)
|
Average sales price and volume information excludes PGM metals in catalytic converters.
|
|
|
For the Year Ended August 31,
|
||||||||||||||||
|
|
|
|
|
|
|
|
% Increase/(Decrease)
|
||||||||||
($ in thousands, except price)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs 2014
|
|
2014 vs 2013
|
||||||||
Revenues
(1)
|
|
$
|
375,037
|
|
|
$
|
388,640
|
|
|
$
|
352,454
|
|
|
(4
|
)%
|
|
10
|
%
|
Cost of goods sold
|
|
348,499
|
|
|
362,843
|
|
|
339,625
|
|
|
(4
|
)%
|
|
7
|
%
|
|||
Selling, general and administrative expense
|
|
6,160
|
|
|
7,259
|
|
|
6,288
|
|
|
(15
|
)%
|
|
15
|
%
|
|||
Segment operating income
|
|
$
|
20,378
|
|
|
$
|
18,538
|
|
|
$
|
6,541
|
|
|
10
|
%
|
|
183
|
%
|
Finished goods average sales price ($/ST)
(2)
|
|
$
|
639
|
|
|
$
|
677
|
|
|
$
|
680
|
|
|
(6
|
)%
|
|
—
|
%
|
Finished steel products sold (ST, in thousands)
|
|
540
|
|
|
533
|
|
|
488
|
|
|
1
|
%
|
|
9
|
%
|
|||
Rolling mill utilization
|
|
73
|
%
|
|
70
|
%
|
|
66
|
%
|
|
4
|
%
|
|
6
|
%
|
(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 8/31/2015
|
|
Remaining Availability
|
||||
Unsecured, uncommitted credit line
|
|
$
|
—
|
|
|
$
|
25,000
|
|
Bank unsecured revolving credit facility
(1)
|
|
$
|
215,000
|
|
|
$
|
472,921
|
|
Tax-exempt economic development revenue bonds due January 2021
|
|
$
|
7,700
|
|
|
N/A
|
|
|
Other debt obligations
|
|
$
|
848
|
|
|
N/A
|
|
(1)
|
Remaining availability is net of
$5 million
of outstanding stand-by letters of credit as of August 31, 2015.
|
|
Payment Due by Period
|
||||||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt
(1)
|
$
|
84
|
|
|
$
|
215,087
|
|
|
$
|
92
|
|
|
$
|
98
|
|
|
$
|
89
|
|
|
$
|
8,098
|
|
|
$
|
223,548
|
|
Interest payments on long-term debt
(2)
|
4,248
|
|
|
2,846
|
|
|
48
|
|
|
42
|
|
|
36
|
|
|
115
|
|
|
7,335
|
|
|||||||
Capital leases, including interest
|
1,175
|
|
|
1,176
|
|
|
910
|
|
|
878
|
|
|
862
|
|
|
2,775
|
|
|
7,776
|
|
|||||||
Operating leases
|
22,230
|
|
|
20,961
|
|
|
17,795
|
|
|
14,421
|
|
|
10,497
|
|
|
24,940
|
|
|
110,844
|
|
|||||||
Purchase obligations
(3)
|
38,350
|
|
|
11,012
|
|
|
10,718
|
|
|
11,012
|
|
|
11,012
|
|
|
10,527
|
|
|
92,631
|
|
|||||||
Other
(4)
|
215
|
|
|
442
|
|
|
380
|
|
|
302
|
|
|
299
|
|
|
2,636
|
|
|
4,274
|
|
|||||||
Total
|
$
|
66,302
|
|
|
$
|
251,524
|
|
|
$
|
29,943
|
|
|
$
|
26,753
|
|
|
$
|
22,795
|
|
|
$
|
49,091
|
|
|
$
|
446,408
|
|
(1)
|
Long-term debt represents the principal amounts of all outstanding long-term debt, maturities of which extend to 2028.
|
(2)
|
Interest payments on long-term debt are based on interest rates in effect as of
August 31, 2015
. As contractual interest rates and the amount of debt outstanding is variable in certain cases, 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 liability 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;
|
•
|
Available technologies 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, 2015
|
|
August 31, 2014
|
|
August 31, 2013
|
||||||
Short-term borrowings
|
$
|
584
|
|
|
$
|
523
|
|
|
$
|
9,174
|
|
Long-term debt, net of current maturities
|
227,572
|
|
|
318,842
|
|
|
372,663
|
|
|||
Total debt
|
228,156
|
|
|
319,365
|
|
|
381,837
|
|
|||
Less: cash and cash equivalents
|
22,755
|
|
|
25,672
|
|
|
13,481
|
|
|||
Total debt, net of cash
|
$
|
205,401
|
|
|
$
|
293,693
|
|
|
$
|
368,356
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Borrowings from long-term debt
|
$
|
140,536
|
|
|
$
|
313,207
|
|
|
$
|
265,858
|
|
Proceeds from line of credit
|
266,500
|
|
|
469,500
|
|
|
545,500
|
|
|||
Repayment of long-term debt
|
(231,103
|
)
|
|
(368,496
|
)
|
|
(230,923
|
)
|
|||
Repayment of line of credit
|
(266,500
|
)
|
|
(478,000
|
)
|
|
(537,000
|
)
|
|||
Net borrowings (repayment) of debt
|
$
|
(90,567
|
)
|
|
$
|
(63,789
|
)
|
|
$
|
43,435
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Consolidated operating income (loss):
|
|
|
|
|
|
||||||
As reported
|
$
|
(195,529
|
)
|
|
$
|
24,364
|
|
|
$
|
(323,178
|
)
|
Goodwill impairment charge
|
141,021
|
|
|
—
|
|
|
321,000
|
|
|||
Other asset impairment charges
|
45,119
|
|
|
1,460
|
|
|
13,053
|
|
|||
Restructuring charges and other exit-related costs
|
13,008
|
|
|
6,830
|
|
|
7,906
|
|
|||
Resale or modification of previously contracted shipments
|
6,928
|
|
|
—
|
|
|
—
|
|
|||
Adjusted
|
$
|
10,547
|
|
|
$
|
32,654
|
|
|
$
|
18,781
|
|
|
|
|
|
|
|
||||||
AMR operating income (loss):
|
|
|
|
|
|
||||||
As reported
|
$
|
(164,031
|
)
|
|
$
|
55,089
|
|
|
$
|
(281,812
|
)
|
Goodwill impairment charge
|
141,021
|
|
|
—
|
|
|
321,000
|
|
|||
Other asset impairment charges
|
44,374
|
|
|
928
|
|
|
13,053
|
|
|||
Resale or modification of previously contracted shipments
|
6,928
|
|
|
—
|
|
|
—
|
|
|||
Adjusted
|
$
|
28,292
|
|
|
$
|
56,017
|
|
|
$
|
52,241
|
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||||
Net income (loss) from continuing operations attributable to SSI:
|
|
|
|
|
|
||||||
As reported
|
$
|
(189,782
|
)
|
|
$
|
8,733
|
|
|
$
|
(277,200
|
)
|
Goodwill impairment charge, net of tax
|
128,111
|
|
|
—
|
|
|
254,341
|
|
|||
Other asset impairment charges, net of tax
|
44,181
|
|
|
949
|
|
|
8,687
|
|
|||
Restructuring charges and other exit-related costs, net of tax
|
13,838
|
|
|
5,911
|
|
|
5,179
|
|
|||
Resale or modification of previously contracted shipments, net of tax
|
7,243
|
|
|
—
|
|
|
—
|
|
|||
Valuation allowance on deferred tax assets
|
—
|
|
|
—
|
|
|
11,043
|
|
|||
Adjusted
|
$
|
3,591
|
|
|
$
|
15,593
|
|
|
$
|
2,050
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share from continuing operations attributable to SSI:
|
|
|
|
|
|
||||||
As reported
|
$
|
(7.03
|
)
|
|
$
|
0.32
|
|
|
$
|
(10.40
|
)
|
Goodwill impairment charge, net of tax, per share
|
4.74
|
|
|
—
|
|
|
9.54
|
|
|||
Other asset impairment charges, net of tax, per share
|
1.64
|
|
|
0.04
|
|
|
0.33
|
|
|||
Restructuring charges and other exit-related costs, net of tax, per share
|
0.51
|
|
|
0.22
|
|
|
0.19
|
|
|||
Resale or modification of previously contracted shipments, net of tax, per share
|
0.27
|
|
|
—
|
|
|
—
|
|
|||
Valuation allowance on deferred tax assets, per share
|
—
|
|
|
—
|
|
|
0.41
|
|
|||
Adjusted
(1)
|
$
|
0.13
|
|
|
$
|
0.58
|
|
|
$
|
0.08
|
|
(1)
|
May not foot due to rounding.
|
(2)
|
Income tax allocated to adjustments reconciling Reported and Adjusted net income (loss) from continuing operations attributable to SSI and diluted earnings per share from continuing operations attributable to SSI is determined based on a tax provision calculated with and without the adjustments.
|
Tamara L. Lundgren
|
|
Richard D. Peach
|
President and Chief Executive Officer
|
|
Senior Vice President and Chief Financial Officer
|
October 27, 2015
|
|
October 27, 2015
|
|
August 31,
|
||||||
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
22,755
|
|
|
$
|
25,672
|
|
Accounts receivable, net
|
111,492
|
|
|
189,359
|
|
||
Inventories
|
156,532
|
|
|
216,172
|
|
||
Deferred income taxes
|
2,792
|
|
|
6,865
|
|
||
Refundable income taxes
|
7,263
|
|
|
1,756
|
|
||
Prepaid expenses and other current assets
|
21,531
|
|
|
24,108
|
|
||
Total current assets
|
322,365
|
|
|
463,932
|
|
||
Property, plant and equipment, net
|
427,554
|
|
|
523,433
|
|
||
Investments in joint ventures
|
15,320
|
|
|
14,624
|
|
||
Goodwill
|
175,676
|
|
|
325,903
|
|
||
Intangibles, net
|
6,353
|
|
|
9,835
|
|
||
Other assets
|
15,031
|
|
|
17,483
|
|
||
Total assets
|
$
|
962,299
|
|
|
$
|
1,355,210
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term borrowings
|
$
|
584
|
|
|
$
|
523
|
|
Accounts payable
|
57,105
|
|
|
103,453
|
|
||
Accrued payroll and related liabilities
|
25,478
|
|
|
32,127
|
|
||
Environmental liabilities
|
924
|
|
|
1,062
|
|
||
Accrued income taxes
|
148
|
|
|
3,202
|
|
||
Other accrued liabilities
|
36,207
|
|
|
36,903
|
|
||
Total current liabilities
|
120,446
|
|
|
177,270
|
|
||
Deferred income taxes
|
19,138
|
|
|
22,746
|
|
||
Long-term debt, net of current maturities
|
227,572
|
|
|
318,842
|
|
||
Environmental liabilities, net of current portion
|
45,869
|
|
|
47,287
|
|
||
Other long-term liabilities
|
10,723
|
|
|
13,088
|
|
||
Total liabilities
|
423,748
|
|
|
579,233
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
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,
|
|
|
|
||||
26,474 and 26,384 shares issued and outstanding
|
26,474
|
|
|
26,384
|
|
||
Class B common stock – 25,000 shares $1.00 par value authorized,
|
|
|
|
||||
306 and 306 shares issued and outstanding
|
306
|
|
|
306
|
|
||
Additional paid-in capital
|
26,211
|
|
|
19,164
|
|
||
Retained earnings
|
520,066
|
|
|
737,571
|
|
||
Accumulated other comprehensive loss
|
(38,522
|
)
|
|
(12,641
|
)
|
||
Total SSI shareholders’ equity
|
534,535
|
|
|
770,784
|
|
||
Noncontrolling interests
|
4,016
|
|
|
5,193
|
|
||
Total equity
|
538,551
|
|
|
775,977
|
|
||
Total liabilities and equity
|
$
|
962,299
|
|
|
$
|
1,355,210
|
|
|
Year Ended August 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
1,915,399
|
|
|
$
|
2,534,926
|
|
|
$
|
2,616,792
|
|
Operating expense:
|
|
|
|
|
|
||||||
Cost of goods sold
|
1,742,678
|
|
|
2,315,955
|
|
|
2,409,446
|
|
|||
Selling, general and administrative
|
170,592
|
|
|
187,513
|
|
|
189,748
|
|
|||
Income from joint ventures
|
(1,490
|
)
|
|
(1,196
|
)
|
|
(1,183
|
)
|
|||
Goodwill impairment charges
|
141,021
|
|
|
—
|
|
|
321,000
|
|
|||
Other asset impairment charges
|
45,119
|
|
|
1,460
|
|
|
13,053
|
|
|||
Restructuring charges and other exit-related costs
|
13,008
|
|
|
6,830
|
|
|
7,906
|
|
|||
Operating income (loss)
|
(195,529
|
)
|
|
24,364
|
|
|
(323,178
|
)
|
|||
Interest expense
|
(9,191
|
)
|
|
(10,597
|
)
|
|
(9,623
|
)
|
|||
Other income, net
|
4,256
|
|
|
1,215
|
|
|
77
|
|
|||
Income (loss) from continuing operations before income taxes
|
(200,464
|
)
|
|
14,982
|
|
|
(332,724
|
)
|
|||
Income tax (expense) benefit
|
12,615
|
|
|
(2,582
|
)
|
|
56,943
|
|
|||
Income (loss) from continuing operations
|
(187,849
|
)
|
|
12,400
|
|
|
(275,781
|
)
|
|||
Loss from discontinued operations, net of tax
|
(7,227
|
)
|
|
(2,809
|
)
|
|
(4,242
|
)
|
|||
Net income (loss)
|
(195,076
|
)
|
|
9,591
|
|
|
(280,023
|
)
|
|||
Net income attributable to noncontrolling interests
|
(1,933
|
)
|
|
(3,667
|
)
|
|
(1,419
|
)
|
|||
Net income (loss) attributable to SSI
|
$
|
(197,009
|
)
|
|
$
|
5,924
|
|
|
$
|
(281,442
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per share attributable to SSI:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income (loss) per share from continuing operations attributable to SSI
|
$
|
(7.03
|
)
|
|
$
|
0.33
|
|
|
$
|
(10.40
|
)
|
Loss per share from discontinued operations attributable to SSI
|
(0.27
|
)
|
|
(0.10
|
)
|
|
(0.16
|
)
|
|||
Net income (loss) per share attributable to SSI
(1)
|
$
|
(7.29
|
)
|
|
$
|
0.22
|
|
|
$
|
(10.56
|
)
|
Diluted:
|
|
|
|
|
|
||||||
Income (loss) per share from continuing operations attributable to SSI
|
$
|
(7.03
|
)
|
|
$
|
0.32
|
|
|
$
|
(10.40
|
)
|
Loss per share from discontinued operations attributable to SSI
|
(0.27
|
)
|
|
(0.10
|
)
|
|
(0.16
|
)
|
|||
Net income (loss) per share attributable to SSI
(1)
|
$
|
(7.29
|
)
|
|
$
|
0.22
|
|
|
$
|
(10.56
|
)
|
Weighted average number of common shares:
|
|
|
|
|
|
||||||
Basic
|
27,010
|
|
|
26,834
|
|
|
26,656
|
|
|||
Diluted
|
27,010
|
|
|
27,000
|
|
|
26,656
|
|
|||
Dividends declared per common share
|
$
|
0.750
|
|
|
$
|
0.750
|
|
|
$
|
0.750
|
|
(1)
|
May not foot due to rounding.
|
|
Year Ended August 31,
|
|||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||
Net income (loss)
|
$
|
(195,076
|
)
|
|
$
|
9,591
|
|
|
$
|
(280,023
|
)
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|||||||
Foreign currency translation adjustments
(1)
|
(23,346
|
)
|
|
(4,240
|
)
|
|
(9,051
|
)
|
||||
Cash flow hedges, net
(2)
|
(298
|
)
|
|
179
|
|
|
20
|
|
||||
Pension obligations, net
(3)
|
(2,237
|
)
|
|
781
|
|
|
3,289
|
|
||||
Total other comprehensive loss, net of tax
|
(25,881
|
)
|
|
(3,280
|
)
|
|
(5,742
|
)
|
||||
Comprehensive income (loss)
|
(220,957
|
)
|
|
6,311
|
|
|
(285,765
|
)
|
||||
Less amounts attributable to noncontrolling interests:
|
|
|
|
|
|
|||||||
Net income attributable to noncontrolling interests
|
(1,933
|
)
|
|
(3,667
|
)
|
|
(1,419
|
)
|
||||
Foreign currency translation adjustments attributable to redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
(1,030
|
)
|
||||
Total amounts attributable to noncontrolling interests
|
(1,933
|
)
|
|
(3,667
|
)
|
|
(2,449
|
)
|
||||
Comprehensive income (loss) attributable to SSI
|
$
|
(222,890
|
)
|
|
$
|
2,644
|
|
|
$
|
(288,214
|
)
|
(1)
|
Net of tax expense (benefit) of
$0
,
$0
and
$(387) thousand
for each respective period.
|
(2)
|
Net of tax expense (benefit) of
$(89) thousand
,
$(5) thousand
and
$23 thousand
for each respective period.
|
(3)
|
Net of tax expense (benefit) of
$(62) thousand
,
$468 thousand
and
$1,890 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, 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
|
)
|
||||||||
Adjustments 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
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,924
|
|
|
—
|
|
|
5,924
|
|
|
3,667
|
|
|
9,591
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,280
|
)
|
|
(3,280
|
)
|
|
—
|
|
|
(3,280
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,115
|
)
|
|
(3,115
|
)
|
||||||||
Restricted stock withheld for taxes
|
(59
|
)
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
(1,519
|
)
|
|
—
|
|
|
—
|
|
|
(1,578
|
)
|
|
—
|
|
|
(1,578
|
)
|
||||||||
Issuance of restricted stock
|
176
|
|
|
176
|
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock options exercised
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|
—
|
|
|
—
|
|
|
240
|
|
|
—
|
|
|
240
|
|
||||||||
Class B common stock converted to Class A common stock
|
87
|
|
|
87
|
|
|
(87
|
)
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,506
|
|
|
—
|
|
|
—
|
|
|
14,506
|
|
|
—
|
|
|
14,506
|
|
||||||||
Excess tax deficiency from stock options exercised and restricted stock units vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,354
|
)
|
|
—
|
|
|
—
|
|
|
(1,354
|
)
|
|
—
|
|
|
(1,354
|
)
|
||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,232
|
)
|
|
—
|
|
|
(20,232
|
)
|
|
—
|
|
|
(20,232
|
)
|
|
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, 2014
|
26,384
|
|
|
26,384
|
|
|
306
|
|
|
306
|
|
|
19,164
|
|
|
737,571
|
|
|
(12,641
|
)
|
|
770,784
|
|
|
5,193
|
|
|
775,977
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(197,009
|
)
|
|
—
|
|
|
(197,009
|
)
|
|
1,933
|
|
|
(195,076
|
)
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,881
|
)
|
|
(25,881
|
)
|
|
—
|
|
|
(25,881
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,110
|
)
|
|
(3,110
|
)
|
||||||||
Share repurchases
|
(68
|
)
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
(1,279
|
)
|
|
—
|
|
|
—
|
|
|
(1,347
|
)
|
|
—
|
|
|
(1,347
|
)
|
||||||||
Restricted stock withheld for taxes
|
(92
|
)
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
(1,905
|
)
|
|
—
|
|
|
—
|
|
|
(1,997
|
)
|
|
—
|
|
|
(1,997
|
)
|
||||||||
Issuance of restricted stock
|
250
|
|
|
250
|
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,481
|
|
|
—
|
|
|
—
|
|
|
10,481
|
|
|
—
|
|
|
10,481
|
|
||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,496
|
)
|
|
—
|
|
|
(20,496
|
)
|
|
—
|
|
|
(20,496
|
)
|
||||||||
Balance as of August 31, 2015
|
26,474
|
|
|
$
|
26,474
|
|
|
306
|
|
|
$
|
306
|
|
|
$
|
26,211
|
|
|
$
|
520,066
|
|
|
$
|
(38,522
|
)
|
|
$
|
534,535
|
|
|
$
|
4,016
|
|
|
$
|
538,551
|
|
(1)
|
Net income attributable to noncontrolling interests at August 31, 2013 excludes
$(903) thousand
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. See
Note 13
- Redeemable Noncontrolling Interest for further detail.
|
(2)
|
Other comprehensive loss, net of tax for the year ended August 31, 2013 excludes
$(1,030) thousand
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. See
Note 13
- Redeemable Noncontrolling Interest for further detail.
|
|
Year Ended August 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(195,076
|
)
|
|
$
|
9,591
|
|
|
$
|
(280,023
|
)
|
Adjustments to reconcile net income (loss) to cash provided by operating activities:
|
|
|
|
|
|
||||||
Goodwill impairment charges
|
141,021
|
|
|
—
|
|
|
321,000
|
|
|||
Other asset impairment charges
|
45,119
|
|
|
1,460
|
|
|
13,053
|
|
|||
Exit-related asset impairment charges
|
6,502
|
|
|
566
|
|
|
—
|
|
|||
Depreciation and amortization
|
67,936
|
|
|
79,209
|
|
|
83,070
|
|
|||
Inventory write-down
|
3,031
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(1,988
|
)
|
|
(3,815
|
)
|
|
(59,102
|
)
|
|||
Undistributed equity in earnings of joint ventures
|
(1,490
|
)
|
|
(1,196
|
)
|
|
(1,183
|
)
|
|||
Share-based compensation expense
|
10,481
|
|
|
14,506
|
|
|
11,475
|
|
|||
Excess tax benefit from share-based payment arrangements
|
(343
|
)
|
|
(194
|
)
|
|
(343
|
)
|
|||
(Gain) loss on the disposal of assets
|
(2,875
|
)
|
|
(1,126
|
)
|
|
131
|
|
|||
Unrealized foreign exchange (gain) loss, net
|
(1,909
|
)
|
|
240
|
|
|
1,583
|
|
|||
Bad debt expense (recoveries), net
|
(264
|
)
|
|
449
|
|
|
584
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
55,600
|
|
|
(16,360
|
)
|
|
(79,118
|
)
|
|||
Inventories
|
69,256
|
|
|
36,264
|
|
|
46,826
|
|
|||
Income taxes
|
(5,846
|
)
|
|
4,129
|
|
|
2,440
|
|
|||
Prepaid expenses and other current assets
|
2,403
|
|
|
(2,453
|
)
|
|
(13,852
|
)
|
|||
Intangibles and other long-term assets
|
1,064
|
|
|
996
|
|
|
977
|
|
|||
Accounts payable
|
(35,638
|
)
|
|
9,409
|
|
|
(10,901
|
)
|
|||
Accrued payroll and related liabilities
|
(6,330
|
)
|
|
8,114
|
|
|
2,720
|
|
|||
Other accrued liabilities
|
(2,710
|
)
|
|
(91
|
)
|
|
(1,770
|
)
|
|||
Environmental liabilities
|
(702
|
)
|
|
(1,581
|
)
|
|
(146
|
)
|
|||
Other long-term liabilities
|
(3,384
|
)
|
|
1,825
|
|
|
113
|
|
|||
Distributed equity in earnings of joint ventures
|
770
|
|
|
1,310
|
|
|
1,755
|
|
|||
Net cash provided by operating activities
|
144,628
|
|
|
141,252
|
|
|
39,289
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(32,297
|
)
|
|
(39,147
|
)
|
|
(90,381
|
)
|
|||
Acquisitions, net of cash acquired
|
(150
|
)
|
|
(2,160
|
)
|
|
(25,366
|
)
|
|||
Joint venture payments, net
|
(1
|
)
|
|
(3,765
|
)
|
|
(2,194
|
)
|
|||
Proceeds from sale of assets
|
4,270
|
|
|
3,841
|
|
|
5,491
|
|
|||
Net cash used in investing activities
|
(28,178
|
)
|
|
(41,231
|
)
|
|
(112,450
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from line of credit
|
266,500
|
|
|
469,500
|
|
|
545,500
|
|
|||
Repayment of line of credit
|
(266,500
|
)
|
|
(478,000
|
)
|
|
(537,000
|
)
|
|||
Borrowings from long-term debt
|
140,536
|
|
|
313,207
|
|
|
265,858
|
|
|||
Repayment of long-term debt
|
(231,103
|
)
|
|
(368,496
|
)
|
|
(230,923
|
)
|
|||
Payment of debt modification fees
|
(978
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of Class A common stock
|
(1,347
|
)
|
|
—
|
|
|
—
|
|
|||
Taxes paid related to net share settlement of share-based payment arrangements
|
(1,997
|
)
|
|
(1,578
|
)
|
|
(2,673
|
)
|
|||
Excess tax benefit from share-based payment arrangements
|
343
|
|
|
194
|
|
|
343
|
|
|||
Stock options exercised
|
—
|
|
|
240
|
|
|
316
|
|
|||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
1,970
|
|
|||
Distributions to noncontrolling interest
|
(3,110
|
)
|
|
(3,115
|
)
|
|
(2,794
|
)
|
|||
Contingent consideration paid relating to business acquisitions
|
(759
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
(20,336
|
)
|
|
(20,126
|
)
|
|
(20,010
|
)
|
|||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(24,734
|
)
|
|||
Net cash used in financing activities
|
(118,751
|
)
|
|
(88,174
|
)
|
|
(4,147
|
)
|
|||
Effect of exchange rate changes on cash
|
(616
|
)
|
|
344
|
|
|
926
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(2,917
|
)
|
|
12,191
|
|
|
(76,382
|
)
|
|||
Cash and cash equivalents as of beginning of year
|
25,672
|
|
|
13,481
|
|
|
89,863
|
|
|||
Cash and cash equivalents as of end of year
|
$
|
22,755
|
|
|
$
|
25,672
|
|
|
$
|
13,481
|
|
|
Year Ended August 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
||||||
Cash paid (received) during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
7,138
|
|
|
$
|
8,838
|
|
|
$
|
8,542
|
|
Income taxes paid (refunds received), net
|
$
|
(1,866
|
)
|
|
$
|
69
|
|
|
$
|
(483
|
)
|
Schedule of noncash investing and financing transactions:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment included in current liabilities
|
$
|
6,086
|
|
|
$
|
7,249
|
|
|
$
|
8,922
|
|
|
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
|
|
2015
|
||
Other asset impairment charges:
|
|
||
AMR
|
$
|
41,676
|
|
Discontinued operations
|
2,666
|
|
|
Total long-lived asset impairment charges
|
$
|
44,342
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Long-lived assets
|
$
|
41,676
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Assets held for sale
|
2,558
|
|
|
928
|
|
|
2,526
|
|
|||
Contractual receivable
|
—
|
|
|
—
|
|
|
7,803
|
|
|||
Investment in joint venture
|
—
|
|
|
—
|
|
|
2,411
|
|
|||
Other
|
885
|
|
|
532
|
|
|
313
|
|
|||
Total
|
$
|
45,119
|
|
|
$
|
1,460
|
|
|
$
|
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.
|
|
2015
|
|
2014
|
||||
Processed and unprocessed scrap metal
|
$
|
56,860
|
|
|
$
|
106,877
|
|
Semi-finished goods (billets)
|
10,648
|
|
|
12,920
|
|
||
Finished goods
|
50,440
|
|
|
59,039
|
|
||
Supplies
|
38,584
|
|
|
37,336
|
|
||
Inventories
|
$
|
156,532
|
|
|
$
|
216,172
|
|
|
2015
|
|
2014
|
||||
Machinery and equipment
|
$
|
662,018
|
|
|
$
|
714,636
|
|
Land and improvements
|
250,545
|
|
|
261,447
|
|
||
Buildings and leasehold improvements
|
106,804
|
|
|
123,869
|
|
||
Office equipment
|
50,083
|
|
|
50,148
|
|
||
ERP systems
|
17,340
|
|
|
15,056
|
|
||
Construction in progress
|
19,799
|
|
|
18,149
|
|
||
Property, plant and equipment, gross
|
1,106,589
|
|
|
1,183,305
|
|
||
Less: accumulated depreciation
|
(679,035
|
)
|
|
(659,872
|
)
|
||
Property, plant and equipment, net
|
$
|
427,554
|
|
|
$
|
523,433
|
|
•
|
In November 2013, the Company acquired all of the equity interests of Pick A Part, Inc., a used auto parts business with
one
store in the Olympia metropolitan area in Washington, which expanded AMR's presence in the Pacific Northwest and is near metals recycling operations in Tacoma, Washington.
|
•
|
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 AMR's presence in Western Canada and is near metals recycling 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 AMR'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 expanded AMR's presence in the Northeastern U.S. and is near metals recycling operations in the region.
|
•
|
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 AMR's presence in the Northeastern U.S. and is near metals recycling operations in the region.
|
•
|
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.
|
|
AMR
|
||
Balance as of August 31, 2013
|
$
|
327,264
|
|
Acquisitions
|
586
|
|
|
Purchase accounting adjustments
|
(51
|
)
|
|
Foreign currency translation adjustment
|
(1,896
|
)
|
|
Balance as of August 31, 2014
|
325,903
|
|
|
Acquisitions
|
201
|
|
|
Foreign currency translation adjustment
|
(9,407
|
)
|
|
Goodwill impairment charge
|
(141,021
|
)
|
|
Balance as of August 31, 2015
|
$
|
175,676
|
|
|
2015
|
|
2014
|
||||||||||||
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|||||||||
Covenants not to compete
|
$
|
10,382
|
|
|
$
|
(5,991
|
)
|
|
$
|
18,747
|
|
|
$
|
(11,768
|
)
|
Supply contracts
|
—
|
|
|
—
|
|
|
2,264
|
|
|
(2,109
|
)
|
||||
Other intangible assets subject to amortization
(1)
|
1,716
|
|
|
(927
|
)
|
|
3,263
|
|
|
(1,735
|
)
|
||||
Indefinite-lived intangibles
(2)
|
1,173
|
|
|
—
|
|
|
1,173
|
|
|
—
|
|
||||
Total
|
$
|
13,271
|
|
|
$
|
(6,918
|
)
|
|
$
|
25,447
|
|
|
$
|
(15,612
|
)
|
(1)
|
Other intangible assets subject to amortization include trade names, marketing agreements, employment agreements, leasehold interests, permits and licenses and real property options.
|
(2)
|
Indefinite-lived intangibles include trade names, permits and licenses and real property options.
|
Years Ending August 31,
|
|
Estimated
Amortization
Expense
|
||
2016
|
|
$
|
1,156
|
|
2017
|
|
546
|
|
|
2018
|
|
422
|
|
|
2019
|
|
307
|
|
|
2020
|
|
280
|
|
|
Thereafter
|
|
2,469
|
|
|
Total
|
|
$
|
5,180
|
|
|
2015
|
|
2014
|
||||
Bank unsecured revolving credit facility, interest at LIBOR plus a spread
|
$
|
215,000
|
|
|
$
|
305,000
|
|
Tax-exempt economic development revenue bonds due January 2021, interest payable monthly at a variable rate (0.1% as of August 31, 2015), secured by a letter of credit
|
7,700
|
|
|
7,700
|
|
||
Capital lease obligations due through April 2024
|
4,608
|
|
|
5,655
|
|
||
Other debt obligations
|
848
|
|
|
1,010
|
|
||
Total long-term debt
|
228,156
|
|
|
319,365
|
|
||
Less current maturities
|
(584
|
)
|
|
(523
|
)
|
||
Long-term debt, net of current maturities
|
$
|
227,572
|
|
|
$
|
318,842
|
|
Years Ending August 31,
|
|
Long-Term
Debt
|
|
Capital
Lease
Obligations
|
|
Total
|
||||||
2016
|
|
$
|
84
|
|
|
$
|
1,175
|
|
|
$
|
1,259
|
|
2017
|
|
215,087
|
|
|
1,176
|
|
|
216,263
|
|
|||
2018
|
|
92
|
|
|
910
|
|
|
1,002
|
|
|||
2019
|
|
98
|
|
|
878
|
|
|
976
|
|
|||
2020
|
|
89
|
|
|
862
|
|
|
951
|
|
|||
Thereafter
|
|
8,098
|
|
|
2,775
|
|
|
10,873
|
|
|||
Total
|
|
223,548
|
|
|
7,776
|
|
|
231,324
|
|
|||
Amounts representing interest and executory costs
|
|
—
|
|
|
(3,168
|
)
|
|
(3,168
|
)
|
|||
Total less interest
|
|
$
|
223,548
|
|
|
$
|
4,608
|
|
|
$
|
228,156
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
8,263
|
|
|
$
|
15,682
|
|
|
$
|
8,270
|
|
Loss from discontinued operations before income taxes
|
(7,227
|
)
|
|
(2,888
|
)
|
|
(4,725
|
)
|
|||
Income tax benefit
|
—
|
|
|
79
|
|
|
483
|
|
|||
Loss from discontinued operations, net of tax
|
$
|
(7,227
|
)
|
|
$
|
(2,809
|
)
|
|
$
|
(4,242
|
)
|
Years ending August 31,
|
|
Operating
Leases
|
||
2016
|
|
$
|
22,230
|
|
2017
|
|
20,961
|
|
|
2018
|
|
17,795
|
|
|
2019
|
|
14,421
|
|
|
2020
|
|
10,497
|
|
|
Thereafter
|
|
24,940
|
|
|
Total
|
|
$
|
110,844
|
|
Reportable
Segment
|
|
Balance
8/31/2013
|
|
Liabilities Established
(Released), Net |
|
Payments and Other
|
|
Ending Balance 8/31/2014
|
|
Liabilities Established
(Released),
Net
|
|
Payments and Other
|
|
Ending
Balance 8/31/2015
|
|
Short-Term
|
|
Long-Term
|
||||||||||||||||||
AMR
|
|
$
|
49,294
|
|
|
$
|
(648
|
)
|
|
$
|
(685
|
)
|
|
$
|
47,961
|
|
|
$
|
505
|
|
|
$
|
(1,973
|
)
|
|
$
|
46,493
|
|
|
$
|
875
|
|
|
$
|
45,619
|
|
Corporate
|
|
500
|
|
|
—
|
|
|
(112
|
)
|
|
388
|
|
|
—
|
|
|
(89
|
)
|
|
299
|
|
|
49
|
|
|
250
|
|
|||||||||
Total
|
|
$
|
49,794
|
|
|
$
|
(648
|
)
|
|
$
|
(797
|
)
|
|
$
|
48,349
|
|
|
$
|
505
|
|
|
$
|
(2,062
|
)
|
|
$
|
46,792
|
|
|
$
|
924
|
|
|
$
|
45,869
|
|
|
Total Charges
|
||||||||||||||||||
|
Q4’12 Plan
|
|
Q1’14 Plan
|
|
Q1’15 Plan
|
|
Q2’15 Plan
|
|
Total
|
||||||||||
Total restructuring charges to date
|
$
|
13,549
|
|
|
$
|
6,110
|
|
|
$
|
1,651
|
|
|
$
|
8,623
|
|
|
$
|
29,933
|
|
Total expected restructuring charges
|
$
|
13,549
|
|
|
$
|
6,110
|
|
|
$
|
1,651
|
|
|
$
|
10,500
|
|
|
$
|
31,810
|
|
|
Q2’15 Plan
|
||||||||||||||
|
Balance 8/31/2014
|
|
Charges
|
|
Payments and Other
|
|
Balance 8/31/2015
|
||||||||
Severance costs
|
$
|
—
|
|
|
$
|
5,330
|
|
|
$
|
(4,104
|
)
|
|
$
|
1,226
|
|
Contract termination costs
|
—
|
|
|
1,245
|
|
|
75
|
|
|
1,320
|
|
||||
Other restructuring costs
|
—
|
|
|
2,048
|
|
|
(2,048
|
)
|
|
—
|
|
||||
Total
|
$
|
—
|
|
|
$
|
8,623
|
|
|
$
|
(6,077
|
)
|
|
$
|
2,546
|
|
|
All Other Plans
|
||||||||||||||||||||||||||
|
Balance 8/31/2013
|
|
Charges
|
|
Payments and Other
|
|
Balance 8/31/2014
|
|
Charges
|
|
Payments and Other
|
|
Balance 8/31/2015
|
||||||||||||||
Severance costs
|
$
|
278
|
|
|
$
|
4,607
|
|
|
$
|
(4,216
|
)
|
|
$
|
669
|
|
|
$
|
391
|
|
|
$
|
(1,060
|
)
|
|
$
|
—
|
|
Contract termination costs
|
3,027
|
|
|
1,384
|
|
|
(2,922
|
)
|
|
1,489
|
|
|
377
|
|
|
(1,504
|
)
|
|
362
|
|
|||||||
Other restructuring costs
|
—
|
|
|
410
|
|
|
(410
|
)
|
|
—
|
|
|
1,223
|
|
|
(1,223
|
)
|
|
—
|
|
|||||||
Total
|
$
|
3,305
|
|
|
$
|
6,401
|
|
|
$
|
(7,548
|
)
|
|
$
|
2,158
|
|
|
$
|
1,991
|
|
|
$
|
(3,787
|
)
|
|
$
|
362
|
|
|
Total Charges to Date
|
|
Total Expected Charges
|
||||
Severance costs
|
$
|
15,512
|
|
|
$
|
17,000
|
|
Contract termination costs
|
6,675
|
|
|
6,810
|
|
||
Other restructuring costs
|
7,746
|
|
|
8,000
|
|
||
Total
|
$
|
29,933
|
|
|
$
|
31,810
|
|
|
Fiscal 2015 Charges
|
|
Fiscal 2014 Charges
|
|
Fiscal 2013 Charges
|
|
Total Charges to Date
|
|
Total Expected Charges
|
||||||||||
Restructuring charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Auto and Metals Recycling
|
$
|
6,944
|
|
|
$
|
5,191
|
|
|
$
|
2,987
|
|
|
$
|
17,016
|
|
|
$
|
18,300
|
|
Unallocated (Corporate)
|
2,228
|
|
|
1,073
|
|
|
4,919
|
|
|
11,339
|
|
|
11,860
|
|
|||||
Discontinued operations
|
1,442
|
|
|
137
|
|
|
—
|
|
|
1,578
|
|
|
1,650
|
|
|||||
Total restructuring charges
|
10,614
|
|
|
6,401
|
|
|
7,906
|
|
|
29,933
|
|
|
31,810
|
|
|||||
Other exit-related costs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Auto and Metals Recycling
|
3,836
|
|
|
566
|
|
|
—
|
|
|
4,402
|
|
|
|
||||||
Discontinued operations
|
2,666
|
|
|
—
|
|
|
—
|
|
|
2,666
|
|
|
|
||||||
Total exit-related costs
|
6,502
|
|
|
566
|
|
|
—
|
|
|
7,068
|
|
|
|
||||||
Total restructuring charges and other exit-related costs
|
$
|
17,116
|
|
|
$
|
6,967
|
|
|
$
|
7,906
|
|
|
$
|
37,001
|
|
|
|
|
2013
|
||
Balance - August 31, 2012
|
$
|
22,248
|
|
Net loss attributable to noncontrolling interest
|
(903
|
)
|
|
Currency translation adjustment
|
(1,030
|
)
|
|
Capital contributions from noncontrolling interest holder
|
1,970
|
|
|
Adjustment to fair value
|
2,449
|
|
|
Purchase
|
(24,734
|
)
|
|
Balance - August 31, 2013
|
$
|
—
|
|
|
Foreign Currency Translation Adjustments
|
|
Pension Obligations, net
|
|
Net Unrealized Gain (Loss) on Cash Flow Hedges
|
|
Total
|
||||||||
Balance as of August 31, 2013
|
$
|
(6,423
|
)
|
|
$
|
(2,817
|
)
|
|
$
|
(121
|
)
|
|
$
|
(9,361
|
)
|
Other comprehensive income (loss) before reclassifications
|
(4,240
|
)
|
|
(234
|
)
|
|
325
|
|
|
(4,149
|
)
|
||||
Income tax benefit (expense)
|
—
|
|
|
74
|
|
|
(81
|
)
|
|
(7
|
)
|
||||
Other comprehensive income (loss) before reclassifications, net of tax
|
(4,240
|
)
|
|
(160
|
)
|
|
244
|
|
|
(4,156
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
1,483
|
|
|
(151
|
)
|
|
1,332
|
|
||||
Income tax (benefit) expense
|
—
|
|
|
(542
|
)
|
|
86
|
|
|
(456
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
—
|
|
|
941
|
|
|
(65
|
)
|
|
876
|
|
||||
Net periodic other comprehensive income (loss)
|
(4,240
|
)
|
|
781
|
|
|
179
|
|
|
(3,280
|
)
|
||||
Balance as of August 31, 2014
|
(10,663
|
)
|
|
(2,036
|
)
|
|
58
|
|
|
(12,641
|
)
|
||||
Other comprehensive loss before reclassifications
|
(23,346
|
)
|
|
(2,874
|
)
|
|
(5,310
|
)
|
|
(31,530
|
)
|
||||
Income tax benefit
|
—
|
|
|
260
|
|
|
428
|
|
|
688
|
|
||||
Other comprehensive loss before reclassifications, net of tax
|
(23,346
|
)
|
|
(2,614
|
)
|
|
(4,882
|
)
|
|
(30,842
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
575
|
|
|
4,923
|
|
|
5,498
|
|
||||
Income tax benefit
|
—
|
|
|
(198
|
)
|
|
(339
|
)
|
|
(537
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
—
|
|
|
377
|
|
|
4,584
|
|
|
4,961
|
|
||||
Net periodic other comprehensive loss
|
(23,346
|
)
|
|
(2,237
|
)
|
|
(298
|
)
|
|
(25,881
|
)
|
||||
Balance as of August 31, 2015
|
$
|
(34,009
|
)
|
|
$
|
(4,273
|
)
|
|
$
|
(240
|
)
|
|
$
|
(38,522
|
)
|
|
Asset (Liability) Derivatives
|
||||||||
|
|
|
Fair Value - Level 2
|
||||||
|
Balance Sheet Location
|
|
August 31, 2015
|
|
August 31, 2014
|
||||
Foreign currency exchange forward contracts
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
202
|
|
Foreign currency exchange forward contracts
|
Other accrued liabilities
|
|
$
|
(751
|
)
|
|
$
|
(46
|
)
|
|
|
Derivative Gain (Loss) Recognized in
|
||||||||||||||||||||||
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||||||||||||||||
|
|
Other Comprehensive Income
|
|
Revenues - Effective Portion
|
|
Other Income (Expense), net
|
|
Other Comprehensive Income
|
|
Revenues - Effective Portion
|
|
Other Income (Expense), net
|
||||||||||||
Foreign currency exchange forward contracts - designated as cash flow hedges
|
|
$
|
(5,310
|
)
|
|
$
|
(4,923
|
)
|
|
$
|
216
|
|
|
$
|
325
|
|
|
$
|
249
|
|
|
$
|
112
|
|
Foreign currency exchange forward contracts - not designated as cash flow hedges
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
Number of
Shares
(in thousands)
|
|
Weighted
Average Grant
Date Fair Value
|
|
Fair Value
(1)
|
|||||
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
|
|
|
|
||
Granted
|
220
|
|
|
$
|
30.55
|
|
|
|
||
Vested
|
(93
|
)
|
|
$
|
42.13
|
|
|
$
|
25.01
|
|
Forfeited
|
(49
|
)
|
|
$
|
35.73
|
|
|
|
||
Outstanding as of August 31, 2014
|
389
|
|
|
$
|
33.97
|
|
|
|
||
Granted
|
287
|
|
|
$
|
22.58
|
|
|
|
||
Vested
|
(151
|
)
|
|
$
|
35.96
|
|
|
$
|
20.34
|
|
Forfeited
|
(40
|
)
|
|
$
|
26.59
|
|
|
|
||
Outstanding as of August 31, 2015
|
485
|
|
|
$
|
27.21
|
|
|
|
(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, 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
|
|
|
|
||
Granted
|
220
|
|
|
$
|
30.55
|
|
|
|
||
Vested
|
(62
|
)
|
|
$
|
55.43
|
|
|
$
|
28.87
|
|
Forfeited
|
(108
|
)
|
|
$
|
41.48
|
|
|
|
||
Outstanding as of August 31, 2014
|
623
|
|
|
$
|
27.93
|
|
|
|
||
Granted
|
269
|
|
|
$
|
24.02
|
|
|
|
||
Vested
|
(98
|
)
|
|
$
|
26.27
|
|
|
$
|
23.60
|
|
Forfeited
|
(159
|
)
|
|
$
|
26.36
|
|
|
|
||
Outstanding as of August 31, 2015
|
635
|
|
|
$
|
26.92
|
|
|
|
(1)
|
Amounts represent the weighted average value of the Company’s Class A common stock on the date that the performance share awards vested.
|
|
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, 2012
|
612
|
|
|
$
|
31.94
|
|
|
3.9
|
|
$
|
459
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
(15
|
)
|
|
$
|
20.48
|
|
|
|
|
|
||
Canceled
|
(42
|
)
|
|
$
|
34.39
|
|
|
|
|
|
||
Outstanding as of August 31, 2013
|
555
|
|
|
$
|
32.07
|
|
|
3.1
|
|
$
|
47
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
(9
|
)
|
|
$
|
25.56
|
|
|
|
|
|
||
Canceled
|
(20
|
)
|
|
$
|
30.55
|
|
|
|
|
|
||
Outstanding as of August 31, 2014
|
526
|
|
|
$
|
32.25
|
|
|
2.2
|
|
$
|
335
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Canceled
|
(122
|
)
|
|
$
|
24.95
|
|
|
|
|
|
||
Outstanding as of August 31, 2015
|
404
|
|
|
$
|
34.46
|
|
|
1.3
|
|
$
|
—
|
|
(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.
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
(113,084
|
)
|
|
$
|
12,286
|
|
|
$
|
(194,816
|
)
|
Foreign
|
(87,380
|
)
|
|
2,696
|
|
|
(137,908
|
)
|
|||
Total
|
$
|
(200,464
|
)
|
|
$
|
14,982
|
|
|
$
|
(332,724
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(11,275
|
)
|
|
$
|
6,508
|
|
|
$
|
556
|
|
State
|
(84
|
)
|
|
229
|
|
|
356
|
|
|||
Foreign
|
732
|
|
|
177
|
|
|
764
|
|
|||
Total current tax expense (benefit)
|
$
|
(10,627
|
)
|
|
$
|
6,914
|
|
|
$
|
1,676
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
(4,752
|
)
|
|
$
|
(4,911
|
)
|
|
$
|
(57,733
|
)
|
State
|
2,805
|
|
|
880
|
|
|
(242
|
)
|
|||
Foreign
|
(41
|
)
|
|
(301
|
)
|
|
(644
|
)
|
|||
Total deferred tax expense (benefit)
|
(1,988
|
)
|
|
(4,332
|
)
|
|
(58,619
|
)
|
|||
Total income tax expense (benefit)
|
$
|
(12,615
|
)
|
|
$
|
2,582
|
|
|
$
|
(56,943
|
)
|
|
2015
|
|
2014
|
|
2013
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of credits
|
1.1
|
|
|
(2.5
|
)
|
|
1.2
|
|
Foreign income taxed at different rates
|
(7.7
|
)
|
|
(8.6
|
)
|
|
(3.5
|
)
|
Section 199 deduction
|
—
|
|
|
(5.3
|
)
|
|
0.5
|
|
Non-deductible officers’ compensation
|
(0.1
|
)
|
|
2.0
|
|
|
(0.1
|
)
|
Noncontrolling interests
|
0.3
|
|
|
(8.7
|
)
|
|
0.2
|
|
Research and development credits
|
0.3
|
|
|
(0.8
|
)
|
|
0.2
|
|
Fixed asset tax basis adjustment
|
—
|
|
|
(15.3
|
)
|
|
—
|
|
Valuation allowance on deferred tax assets
|
(25.2
|
)
|
|
10.2
|
|
|
(8.4
|
)
|
Unrecognized tax benefits
|
(0.6
|
)
|
|
12.9
|
|
|
—
|
|
Non-deductible goodwill
|
(2.5
|
)
|
|
—
|
|
|
(7.1
|
)
|
Realized foreign investment basis
|
6.3
|
|
|
—
|
|
|
—
|
|
Other
|
(0.6
|
)
|
|
(1.7
|
)
|
|
(0.9
|
)
|
Effective tax rate
|
6.3
|
%
|
|
17.2
|
%
|
|
17.1
|
%
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Environmental liabilities
|
$
|
11,623
|
|
|
$
|
11,864
|
|
Employee benefit accruals
|
13,471
|
|
|
14,977
|
|
||
State income tax and other
|
4,601
|
|
|
3,119
|
|
||
Net operating loss carryforwards
|
20,485
|
|
|
10,692
|
|
||
State credit carryforwards
|
5,935
|
|
|
5,567
|
|
||
Inventory valuation methods
|
975
|
|
|
242
|
|
||
Amortizable goodwill and other intangibles
|
51,459
|
|
|
32,545
|
|
||
Valuation allowances
|
(78,304
|
)
|
|
(30,265
|
)
|
||
Total deferred tax assets
|
$
|
30,245
|
|
|
$
|
48,741
|
|
Deferred tax liabilities:
|
|
|
|
||||
Accelerated depreciation and other basis differences
|
$
|
44,131
|
|
|
$
|
62,372
|
|
Prepaid expense acceleration
|
2,460
|
|
|
2,250
|
|
||
Total deferred tax liabilities
|
46,591
|
|
|
64,622
|
|
||
Net deferred tax liability
|
$
|
16,346
|
|
|
$
|
15,881
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Unrecognized tax benefits, as of the beginning of the year
|
$
|
2,780
|
|
|
$
|
526
|
|
|
$
|
491
|
|
Additions for tax positions of prior years
|
—
|
|
|
1
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
—
|
|
|
(31
|
)
|
|||
Additions for tax positions of the current year
|
1,571
|
|
|
2,253
|
|
|
66
|
|
|||
Settlements with tax authorities
|
(381
|
)
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefits, as of the end of the year
|
$
|
3,970
|
|
|
$
|
2,780
|
|
|
$
|
526
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income (loss) from continuing operations
|
$
|
(187,849
|
)
|
|
$
|
12,400
|
|
|
$
|
(275,781
|
)
|
Net income attributable to noncontrolling interests
|
(1,933
|
)
|
|
(3,667
|
)
|
|
(1,419
|
)
|
|||
Income (loss) from continuing operations attributable to SSI
|
(189,782
|
)
|
|
8,733
|
|
|
(277,200
|
)
|
|||
Loss from discontinued operations, net of tax
|
(7,227
|
)
|
|
(2,809
|
)
|
|
(4,242
|
)
|
|||
Net income (loss) attributable to SSI
|
$
|
(197,009
|
)
|
|
$
|
5,924
|
|
|
$
|
(281,442
|
)
|
Computation of shares:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding, basic
|
27,010
|
|
|
26,834
|
|
|
26,656
|
|
|||
Incremental common shares attributable to dilutive stock options, performance share awards, DSUs and RSUs
|
—
|
|
|
166
|
|
|
—
|
|
|||
Weighted average common shares outstanding, diluted
|
27,010
|
|
|
27,000
|
|
|
26,656
|
|
|
2015
|
|
2014
|
||||
Total assets:
|
|
|
|
||||
Auto and Metals Recycling
(1)
|
$
|
1,492,906
|
|
|
$
|
1,708,392
|
|
Steel Manufacturing Business
|
370,955
|
|
|
350,344
|
|
||
Total segment assets
|
1,863,861
|
|
|
2,058,736
|
|
||
Corporate and eliminations
|
(901,562
|
)
|
|
(703,526
|
)
|
||
Total assets
|
$
|
962,299
|
|
|
$
|
1,355,210
|
|
Property, plant and equipment, net
(2)
|
$
|
427,554
|
|
|
$
|
523,433
|
|
(1)
|
AMR total assets include
$15 million
as of
August 31, 2015 and 2014
for investments in joint ventures.
|
(2)
|
Property, plant and equipment, net includes
$29 million
and
$75 million
as of
August 31, 2015 and 2014
, respectively, at our Canadian locations.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Auto and Metals Recycling:
|
|
|
|
|
|
||||||
Revenues
|
$
|
1,716,296
|
|
|
$
|
2,334,389
|
|
|
$
|
2,442,679
|
|
Less: Intersegment revenues
|
(175,934
|
)
|
|
(188,103
|
)
|
|
(178,341
|
)
|
|||
AMR external customer revenues
|
1,540,362
|
|
|
2,146,286
|
|
|
2,264,338
|
|
|||
Steel Manufacturing Business:
|
|
|
|
|
|
||||||
Revenues
|
375,037
|
|
|
388,640
|
|
|
352,454
|
|
|||
Total revenues
|
$
|
1,915,399
|
|
|
$
|
2,534,926
|
|
|
$
|
2,616,792
|
|
Depreciation and amortization:
|
|
|
|
|
|
||||||
Auto and Metals Recycling
|
$
|
56,767
|
|
|
$
|
66,894
|
|
|
$
|
69,896
|
|
Steel Manufacturing Business
|
7,523
|
|
|
8,256
|
|
|
9,072
|
|
|||
Segment depreciation and amortization
|
64,290
|
|
|
75,150
|
|
|
78,968
|
|
|||
Corporate
|
2,825
|
|
|
2,724
|
|
|
3,241
|
|
|||
Total depreciation and amortization
|
$
|
67,115
|
|
|
$
|
77,874
|
|
|
$
|
82,209
|
|
Capital expenditures:
|
|
|
|
|
|
||||||
Auto and Metals Recycling
|
$
|
22,762
|
|
|
$
|
29,281
|
|
|
$
|
74,699
|
|
Steel Manufacturing Business
|
6,899
|
|
|
5,379
|
|
|
7,582
|
|
|||
Segment capital expenditures
|
29,661
|
|
|
34,660
|
|
|
82,281
|
|
|||
Corporate
|
2,636
|
|
|
4,487
|
|
|
8,100
|
|
|||
Total capital expenditures
|
$
|
32,297
|
|
|
$
|
39,147
|
|
|
$
|
90,381
|
|
Reconciliation of the Company’s segment operating income (loss) to income (loss) from continuing operations before income taxes:
|
|
|
|
|
|
||||||
Auto and Metals Recycling
(1)
|
$
|
(164,031
|
)
|
|
$
|
55,089
|
|
|
$
|
(281,812
|
)
|
Steel Manufacturing Business
|
20,378
|
|
|
18,538
|
|
|
6,541
|
|
|||
Segment operating income (loss)
|
(143,653
|
)
|
|
73,627
|
|
|
(275,271
|
)
|
|||
Restructuring charges and other exit-related costs
|
(13,008
|
)
|
|
(6,830
|
)
|
|
(7,906
|
)
|
|||
Corporate and eliminations
|
(38,868
|
)
|
|
(42,433
|
)
|
|
(40,001
|
)
|
|||
Operating income (loss)
|
(195,529
|
)
|
|
24,364
|
|
|
(323,178
|
)
|
|||
Interest expense
|
(9,191
|
)
|
|
$
|
(10,597
|
)
|
|
(9,623
|
)
|
||
Other income, net
|
4,256
|
|
|
1,215
|
|
|
77
|
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
(200,464
|
)
|
|
$
|
14,982
|
|
|
$
|
(332,724
|
)
|
(1)
|
AMR operating income (loss) includes
$2 million
,
$1 million
and
$1 million
in income from joint ventures accounted for by the equity method in fiscal
2015
,
2014
and
2013
, respectively. The AMR operating income (loss) for fiscal
2015
,
2014
and
2013
includes a goodwill impairment charge of
$141 million
,
zero
and
$321 million
, respectively, and other asset impairment charges of
$44 million
,
$1 million
and
$13 million
, respectively.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues based on sales destination:
|
|
|
|
|
|
||||||
Foreign
|
$
|
984,910
|
|
|
$
|
1,472,023
|
|
|
$
|
1,657,200
|
|
Domestic
|
930,489
|
|
|
1,062,903
|
|
|
959,592
|
|
|||
Total revenues from external customers
|
$
|
1,915,399
|
|
|
$
|
2,534,926
|
|
|
$
|
2,616,792
|
|
|
|
|
|
|
|
||||||
Major product information:
|
|
|
|
|
|
||||||
Ferrous scrap metal
|
$
|
922,291
|
|
|
$
|
1,440,582
|
|
|
$
|
1,550,995
|
|
Nonferrous scrap metal
|
488,036
|
|
|
556,139
|
|
|
562,968
|
|
|||
Retail and other
|
130,035
|
|
|
149,565
|
|
|
150,375
|
|
|||
Finished steel products
|
363,795
|
|
|
377,678
|
|
|
346,982
|
|
|||
Semi-finished steel products
|
11,242
|
|
|
10,962
|
|
|
5,472
|
|
|||
Total revenues from external customers
|
$
|
1,915,399
|
|
|
$
|
2,534,926
|
|
|
$
|
2,616,792
|
|
|
2015
|
|
% of
Revenue
|
|
2014
|
|
% of
Revenue
|
|
2013
|
|
% of
Revenue
|
|||||||||
China
|
$
|
240,279
|
|
|
12.5
|
%
|
|
$
|
390,634
|
|
|
15.4
|
%
|
|
$
|
562,558
|
|
|
21.5
|
%
|
Turkey
|
225,040
|
|
|
11.7
|
%
|
|
261,558
|
|
|
10.3
|
%
|
|
341,418
|
|
|
13.0
|
%
|
|||
South Korea
(1)
|
N/A
|
|
|
N/A
|
|
|
265,912
|
|
|
10.5
|
%
|
|
N/A
|
|
|
N/A
|
|
(1)
|
N/A - sales were less than the 10% threshold and, as such, disclosure is not applicable.
|
|
Fiscal 2015
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Revenues
|
$
|
553,624
|
|
|
$
|
437,449
|
|
|
$
|
467,309
|
|
|
$
|
457,017
|
|
Operating income (loss)
|
$
|
785
|
|
|
$
|
(201,011
|
)
|
|
$
|
(4,020
|
)
|
|
$
|
8,717
|
|
Loss from discontinued operations, net of tax
|
$
|
(838
|
)
|
|
$
|
(4,242
|
)
|
|
$
|
(1,234
|
)
|
|
$
|
(913
|
)
|
Net income (loss) attributable to SSI
|
$
|
(2,473
|
)
|
|
$
|
(195,642
|
)
|
|
$
|
(9,626
|
)
|
|
$
|
10,732
|
|
Basic net income (loss) per share attributable to SSI
|
$
|
(0.09
|
)
|
|
$
|
(7.24
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
0.40
|
|
Diluted net income (loss) per share attributable to SSI
|
$
|
(0.09
|
)
|
|
$
|
(7.24
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
0.39
|
|
|
Fiscal 2014
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Revenues
|
$
|
585,646
|
|
|
$
|
624,045
|
|
|
$
|
635,472
|
|
|
$
|
689,763
|
|
Operating income (loss)
|
$
|
(2,532
|
)
|
|
$
|
7,723
|
|
|
$
|
2,597
|
|
|
$
|
16,576
|
|
Loss from discontinued operations, net of tax
|
$
|
(976
|
)
|
|
$
|
(1,010
|
)
|
|
$
|
(330
|
)
|
|
$
|
(493
|
)
|
Net income (loss) attributable to SSI
|
$
|
(6,228
|
)
|
|
$
|
1,789
|
|
|
$
|
3,110
|
|
|
$
|
7,253
|
|
Basic net income (loss) per share attributable to SSI
|
$
|
(0.23
|
)
|
|
$
|
0.07
|
|
|
$
|
0.12
|
|
|
$
|
0.27
|
|
Diluted net income (loss) per share attributable to SSI
|
$
|
(0.23
|
)
|
|
$
|
0.07
|
|
|
$
|
0.12
|
|
|
$
|
0.27
|
|
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 2015
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
2,720
|
|
|
$
|
(280
|
)
|
|
$
|
56
|
|
|
$
|
2,496
|
|
Allowance for notes and other contractual receivables
|
|
$
|
7,602
|
|
|
$
|
—
|
|
|
$
|
(7,602
|
)
|
|
$
|
—
|
|
Deferred tax valuation allowance
|
|
$
|
30,265
|
|
|
$
|
48,039
|
|
|
$
|
—
|
|
|
$
|
78,304
|
|
Fiscal 2014
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
2,990
|
|
|
$
|
650
|
|
|
$
|
(920
|
)
|
|
$
|
2,720
|
|
Allowance for notes and other contractual receivables
|
|
$
|
7,803
|
|
|
$
|
(201
|
)
|
|
$
|
—
|
|
|
$
|
7,602
|
|
Deferred tax valuation allowance
|
|
$
|
29,696
|
|
|
$
|
2,827
|
|
|
$
|
(2,258
|
)
|
|
$
|
30,265
|
|
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
|
|
Name
|
|
Age
|
|
Office
|
Tamara L. Lundgren
|
|
58
|
|
President and Chief Executive Officer
|
Richard D. Peach
|
|
52
|
|
Senior Vice President and Chief Financial Officer
|
Michael Henderson
|
|
56
|
|
Senior Vice President and Co-President, Auto and Metals Recycling
|
Steven Heiskell
|
|
46
|
|
Senior Vice President and Co-President, Auto and Metals Recycling
|
Jeffrey Dyck
|
|
52
|
|
Senior Vice President and President, Steel Manufacturing Business
|
Peter Saba
|
|
54
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
Stefano Gaggini
|
|
44
|
|
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 49 through 89 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 90 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 December 13, 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. Filed as an Exhibit to the Registrant's Annual Report on Form 10-K filed on October 29, 2013, and incorporated herein by reference.
|
|
|
|
|
4.8
|
|
|
Third Amendment, dated as of June 25, 2015, 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. Filed as an Exhibit to the Registrant's Annual Report on Form 10-Q filed on June 30, 2015, and incorporated herein by reference.
|
|
|
|
|
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
|
|
Amended Executive Annual Bonus Plan. Filed as Appendix A to the Registrant’s Annual Proxy Report on Form DEF 14A filed on December 17, 2014, and incorporated herein by reference.
|
|
|
|
*10.7
|
|
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.
|
|
|
|
*10.8
|
|
1993 Stock Incentive Plan of the Registrant as Amended and Restated on November 7, 2013. Filed as Appendix A to the Registrant’s Definitive Proxy Statement filed on December 18, 2013, and incorporated herein by reference.
|
|
|
|
*10.9
|
|
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.
|
|
|
|
*10.10
|
|
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.
|
|
|
|
*10.11
|
|
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.
|
|
|
|
*10.12
|
|
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.
|
|
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*10.13
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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.
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*10.14
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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.
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*10.15
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Form of Change in Control Severance Agreement between the Registrant and executive officers and used for agreements entered into between 2011 and 2014. Filed as Exhibit 10.19 to the Registrants Annual Report on Form 10-K filed October 29, 2013 and incorporated herein by reference.
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*10.16
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Form of Change in Control Severance Agreement between the Registrant and executive officers and used for agreements entered into after 2014.
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*10.17
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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.
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*10.18
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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.
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*10.19
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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.
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*10.20
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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.
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*10.21
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|
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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.
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*10.22
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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.
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*10.23
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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.
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*10.24
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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.
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*10.25
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Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for awards granted prior to fiscal 2013. Filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008 and incorporated herein by reference.
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*10.26
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Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for awards granted after fiscal 2012. 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.
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*10.27
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Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in fiscal 2013. Filed as Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed on October 29, 2013 and incorporated herein by reference.
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*10.28
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Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in fiscal 2014. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2013 and incorporated herein by reference.
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*10.29
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Fiscal 2014 Annual Performance Bonus Program for Tamara L. Lundgren. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2013 and incorporated herein by reference.
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*10.30
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Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in fiscal 2015. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2014 and incorporated herein by reference.
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*10.31
|
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Fiscal 2015 Annual Performance Bonus Program for Tamara L. Lundgren. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2014 and incorporated herein by reference.
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18.1
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Preferability letter provided by PricewaterhouseCoopers LLP, the Company’s registered public accounting firm, to change the measurement date in connection with the Company’s annual goodwill impairment test. Filed as Exhibit 18.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2013 and incorporated herein by reference.
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21.1
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Subsidiaries of Registrant.
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23.1
|
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Consent of Independent Registered Public Accounting Firm.
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24.1
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Powers of Attorney.
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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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.
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32.2
|
|
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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.
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|
101
|
|
|
The following financial information from Schnitzer Steel Industries, Inc.’s Annual Report on Form 10-K for the year ended August 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended August 31, 2015, 2014 and 2013, (ii) Consolidated Balance Sheets as of August 31, 2015, and August 31, 2014, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended August 31, 2015, 2014 and 2013, (iv) Consolidated Statements of Cash Flows for the years ended August 31, 2015, 2014 and 2013, and (v) the Notes to Consolidated Financial Statements.
|
|
SCHNITZER STEEL INDUSTRIES, INC.
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||
Dated: October 27, 2015
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By:
|
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/s/ RICHARD D. PEACH
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Richard D. Peach
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Senior Vice President and Chief Financial Officer
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Signature
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Title
|
|
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Principal Executive Officer:
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/s/ TAMARA L. LUNDGREN
|
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President and Chief Executive Officer and Director
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Tamara L. Lundgren
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Principal Financial Officer:
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/s/ RICHARD D. PEACH
|
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Senior Vice President and Chief Financial Officer
|
Richard D. Peach
|
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Principal Accounting Officer:
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/s/ STEFANO GAGGINI
|
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Vice President, Corporate Controller and Principal Accounting Officer
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Stefano Gaggini
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Directors:
*DAVID J. ANDERSON
|
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Director
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||
David J. Anderson
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*JOHN D. CARTER
|
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Director
|
John D. Carter
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*WILLIAM A. FURMAN
|
|
Director
|
William A. Furman
|
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*WAYLAND R. HICKS
|
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Director
|
Wayland R. Hicks
|
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*DAVID L. JAHNKE
|
|
Director
|
David L. Jahnke
|
|
|
Signature
|
|
Title
|
|
|
|
*JUDITH A. JOHANSEN
|
|
Director
|
Judith A. Johansen
|
|
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|
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*WILLIAM D. LARSSON
|
|
Director
|
William D. Larsson
|
|
|
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|
|
*MICHAEL SUTHERLIN
|
|
Director
|
Michael Sutherlin
|
|
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|
|
|
|
|
*By:
|
|
/s/ RICHARD D. PEACH
|
|
|
|
|
Attorney-in-fact, Richard D. Peach
|
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
Section 3.
|
Obligations of the Company upon Termination during the Change of Control Period
.
|
|
6
|
|
|
7
|
|
|
8
|
|
|
9
|
|
|
10
|
|
|
11
|
|
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12
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13
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|
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14
|
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|
|
SCHNITZER STEEL INDUSTRIES, INC.
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
15
|
|
|
A-1
|
|
•
|
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
|
|
A-2
|
|
•
|
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
|
|
|
|
|
/s/ David J. Anderson
|
DAVID J. ANDERSON
|
/s/ John D. Carter
|
JOHN D. CARTER
|
/s/ William A. Furman
|
WILLIAM A. FURMAN
|
/s/ Wayland R. Hicks
|
WAYLAND R. HICKS
|
/s/ David L. Jahnke
|
DAVID L. JAHNKE
|
/s/ Judith Johansen
|
JUDITH JOHANSEN
|
/s/ William D. Larsson
|
WILLIAM D. LARSSON
|
/s/ Michael W. Sutherlin
|
MICHAEL W. SUTHERLIN
|
1.
|
I have reviewed this annual report on Form 10-K of Schnitzer Steel Industries, Inc.;
|
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
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Schnitzer Steel Industries, Inc.;
|
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
|