OREGON
|
|
93-0341923
|
(State of Incorporation)
|
|
(I.R.S. Employer Identification No.)
|
299 SW Clay Street, Suite 350
Portland, Oregon
|
|
97201
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Class A Common Stock, $1.00 par value
|
|
The NASDAQ Global Select Market
|
(Title of Each Class)
|
|
(Name of each Exchange on which registered)
|
Large accelerated filer
|
o
|
Accelerated filer
|
x
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
o
|
Emerging growth company
|
o
|
|
|
|
PAGE
|
|
|
|
|
|
|
|
|
Item 1
|
|
||
Item 1A
|
|
||
Item 1B
|
|
||
Item 2
|
|
||
Item 3
|
|
||
Item 4
|
|
||
|
|
|
|
|
|
|
|
Item 5
|
|
||
Item 6
|
|
||
Item 7
|
|
||
Item 7A
|
|
||
Item 8
|
|
||
Item 9
|
|
||
Item 9A
|
|
||
Item 9B
|
|
||
|
|
|
|
|
|
|
|
Item 10
|
|
||
Item 11
|
|
||
Item 12
|
|
||
Item 13
|
|
||
Item 14
|
|
||
|
|
|
|
|
|
|
|
Item 15
|
|
||
Item 16
|
|
||
|
|
||
|
|
Auto Parts Stores
|
|
Metals Recycling Facilities
(1)
|
|
Total Recycling Facilities
|
|
Large-Scale Shredders
(2)
|
|
Deep Water Ports
|
|
Steel Facilities
(3)
|
|
Segment
|
Northwest
WA, OR, MT
|
|
7
|
|
3
|
|
10
|
|
1
|
|
1
|
|
—
|
|
AMR
|
|
—
|
|
5
|
|
5
|
|
1
|
|
1
|
|
1
|
|
CSS
|
|
Southwest and Hawaii
CA, NV, UT, HI
|
|
22
|
|
7
|
|
29
|
|
2
|
|
2
|
|
—
|
|
AMR
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
CSS
|
|
Midwest and South
IL, IN, OH, MO, KS, TX, AR
|
|
15
|
|
—
|
|
15
|
|
—
|
|
—
|
|
—
|
|
AMR
|
Northeast
MA, ME, NH, RI
|
|
2
|
|
9
|
|
11
|
|
1
|
|
2
|
|
—
|
|
AMR
|
Southeast and Puerto Rico
GA, AL, TN, FL, VA, PR
|
|
3
|
|
16
|
|
19
|
|
1
|
|
1
|
|
—
|
|
AMR
|
Western Canada
BC, AB
|
|
4
|
|
4
|
|
8
|
|
—
|
|
—
|
|
—
|
|
AMR
|
Total
|
|
53
|
|
44
|
|
97
|
|
6
|
|
7
|
|
2
|
|
|
(1)
|
Excludes joint venture facilities.
|
(2)
|
All large-scale shredding operations employ advanced nonferrous extraction and separation equipment.
|
(3)
|
Includes one steel mini-mill in Oregon and one distribution center in California.
|
|
2017
|
|
% of
Revenue
|
|
2016
|
|
% of
Revenue
|
|
2015
|
|
% of
Revenue
|
|||||||||
North America
(1)
|
$
|
571,620
|
|
|
42
|
%
|
|
$
|
429,997
|
|
|
41
|
%
|
|
$
|
612,275
|
|
|
41
|
%
|
Asia
|
593,332
|
|
|
44
|
%
|
|
433,415
|
|
|
41
|
%
|
|
586,519
|
|
|
40
|
%
|
|||
Europe
(2)
|
167,576
|
|
|
12
|
%
|
|
174,038
|
|
|
17
|
%
|
|
233,970
|
|
|
16
|
%
|
|||
Africa
|
11,932
|
|
|
1
|
%
|
|
—
|
|
|
—
|
%
|
|
61,568
|
|
|
4
|
%
|
|||
South America
|
19,158
|
|
|
1
|
%
|
|
23,142
|
|
|
2
|
%
|
|
18,983
|
|
|
1
|
%
|
|||
Intercompany sales to CSS
|
(15,647
|
)
|
|
(1
|
)%
|
|
(12,081
|
)
|
|
(1
|
)%
|
|
(33,029
|
)
|
|
(2
|
)%
|
|||
Total (net of intercompany)
|
$
|
1,347,971
|
|
|
|
|
|
$
|
1,048,511
|
|
|
|
|
|
$
|
1,480,286
|
|
|
|
|
(1)
|
Includes intercompany sales to CSS.
|
(2)
|
Includes sales to customers in Turkey.
|
Ferrous Recycled Metal
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Revenues
(1)
|
|
Volume
(2)
|
|
Revenues
(1)
|
|
Volume
(2)
|
|
Revenues
(1)
|
|
Volume
(2)
|
|||||||||
Foreign
|
$
|
608,339
|
|
|
2,197
|
|
|
$
|
452,242
|
|
|
2,040
|
|
|
$
|
653,440
|
|
|
2,183
|
|
Domestic
|
234,883
|
|
|
948
|
|
|
173,275
|
|
|
859
|
|
|
280,617
|
|
|
1,003
|
|
|||
Total
|
$
|
843,222
|
|
|
3,145
|
|
|
$
|
625,517
|
|
|
2,899
|
|
|
$
|
934,057
|
|
|
3,186
|
|
(1)
|
Revenues stated in thousands of dollars.
|
(2)
|
Volume stated in thousands of long tons (one long ton = 2,240 pounds).
|
Nonferrous Recycled Metal
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Revenues
(1)
|
|
Volume
(2)
|
|
Revenues
(1)
|
|
Volume
(2)
|
|
Revenues
(1)
|
|
Volume
(2)
|
|||||||||
Foreign
|
$
|
216,362
|
|
|
319,629
|
|
|
$
|
186,989
|
|
|
290,430
|
|
|
$
|
260,209
|
|
|
326,059
|
|
Domestic
|
178,615
|
|
|
221,162
|
|
|
143,362
|
|
|
183,307
|
|
|
189,606
|
|
|
213,791
|
|
|||
Total
|
$
|
394,977
|
|
|
540,791
|
|
|
$
|
330,351
|
|
|
473,737
|
|
|
$
|
449,815
|
|
|
539,850
|
|
(1)
|
Revenues stated in thousands of dollars.
|
(2)
|
Volume stated in thousands of pounds and volume information excludes PGM metals in catalytic converters.
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Revenues
(1)
|
|
Volume
(2)
|
|
Revenues
(1)
|
|
Volume
(2)
|
|
Revenues
(1)
|
|
Volume
(2)
|
|||||||||
Finished steel products
|
$
|
280,206
|
|
|
495,516
|
|
|
$
|
269,355
|
|
|
488,212
|
|
|
$
|
363,795
|
|
|
539,984
|
|
(1)
|
Revenues stated in thousands of dollars.
|
(2)
|
Volume stated in short tons (one short ton = 2,000 pounds).
|
•
|
The U.S. Environmental Protection Agency (“EPA”);
|
•
|
Remediation under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”);
|
•
|
The discharge of materials and emissions into the air;
|
•
|
The prevention and remediation of soil and groundwater contamination;
|
•
|
The management and treatment of wastewater and storm water;
|
•
|
Global climate change;
|
•
|
The treatment, handling and/or disposal of solid waste and hazardous waste; and
|
•
|
The protection of our employees’ health and safety.
|
•
|
Difficulty integrating the acquired businesses’ personnel and operations;
|
•
|
Potential loss of key employees or customers of the acquired business;
|
•
|
Difficulties in realizing anticipated cost savings, efficiencies and synergies;
|
•
|
Unexpected costs;
|
•
|
Inaccurate assessment of or undisclosed liabilities;
|
•
|
Inability to maintain uniform standards, controls and procedures; and
|
•
|
Difficulty in managing growth.
|
•
|
Waste disposal;
|
•
|
Air emissions;
|
•
|
Waste water and storm water management and treatment;
|
•
|
Soil and groundwater contamination remediation;
|
•
|
Global climate change;
|
•
|
Discharge, storage, handling and disposal of hazardous materials; and
|
•
|
Employee health and safety.
|
Division
|
No. of
Facilities
|
|
Acreage
|
||||||||
Leased
|
|
Owned
|
|
Total
|
|||||||
Corporate offices – Domestic
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Auto and Metals Recycling:
|
|
|
|
|
|
|
|
||||
Domestic:
(1)
|
|
|
|
|
|
|
|
||||
Administrative offices
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Collection and processing
|
31
|
|
|
47
|
|
|
445
|
|
|
492
|
|
Collection
|
4
|
|
|
5
|
|
|
14
|
|
|
19
|
|
Auto parts stores
|
49
|
|
|
583
|
|
|
166
|
|
|
749
|
|
Non-operating sites
(4)
|
17
|
|
|
47
|
|
|
160
|
|
|
207
|
|
Foreign:
(2)
|
|
|
|
|
|
|
|
||||
Collection and processing
|
3
|
|
|
28
|
|
|
4
|
|
|
32
|
|
Collection
|
1
|
|
|
6
|
|
|
—
|
|
|
6
|
|
Auto parts stores
|
4
|
|
|
50
|
|
|
—
|
|
|
50
|
|
Non-operating sites
(4)
|
7
|
|
|
24
|
|
|
—
|
|
|
24
|
|
Cascade Scrap and Steel:
|
|
|
|
|
|
|
|
||||
Domestic:
|
|
|
|
|
|
|
|
||||
Steel mill and administrative offices
|
2
|
|
|
—
|
|
|
85
|
|
|
85
|
|
Collection and processing
|
3
|
|
|
—
|
|
|
98
|
|
|
98
|
|
Collection
|
2
|
|
|
—
|
|
|
8
|
|
|
8
|
|
Non-operating sites
(4)
|
2
|
|
|
—
|
|
|
50
|
|
|
50
|
|
Total company:
|
|
|
|
|
|
|
|
||||
Domestic
|
114
|
|
|
682
|
|
|
1,026
|
|
|
1,708
|
|
Foreign
(2)
|
15
|
|
|
108
|
|
|
4
|
|
|
112
|
|
Total
(3)
|
129
|
|
|
790
|
|
|
1,030
|
|
|
1,820
|
|
(1)
|
We jointly own
36
acres in California at
three
of our sites and 19 acres in Indiana at one of our sites with minority interest partners.
|
(2)
|
All foreign facilities are located in Canada.
|
(3)
|
For long-lived assets by geography, see
Note 18
– 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 2017
|
||||||||||
|
High Price
|
|
Low Price
|
|
Dividends Per Share
|
||||||
First Quarter
|
$
|
30.33
|
|
|
$
|
17.30
|
|
|
$
|
0.1875
|
|
Second Quarter
|
$
|
30.60
|
|
|
$
|
22.55
|
|
|
$
|
0.1875
|
|
Third Quarter
|
$
|
25.00
|
|
|
$
|
17.50
|
|
|
$
|
0.1875
|
|
Fourth Quarter
|
$
|
27.70
|
|
|
$
|
18.65
|
|
|
$
|
0.1875
|
|
|
|
|
|
|
|
||||||
|
Fiscal 2016
|
||||||||||
|
High Price
|
|
Low Price
|
|
Dividends Per Share
|
||||||
First Quarter
|
$
|
17.81
|
|
|
$
|
12.64
|
|
|
$
|
0.1875
|
|
Second Quarter
|
$
|
16.93
|
|
|
$
|
11.70
|
|
|
$
|
0.1875
|
|
Third Quarter
|
$
|
21.57
|
|
|
$
|
14.49
|
|
|
$
|
0.1875
|
|
Fourth Quarter
|
$
|
20.65
|
|
|
$
|
14.83
|
|
|
$
|
0.1875
|
|
|
Year Ended August 31,
|
||||||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||||
Schnitzer Steel Industries
(1)
|
$
|
100
|
|
|
$
|
94
|
|
|
$
|
106
|
|
|
$
|
69
|
|
|
$
|
78
|
|
|
$
|
116
|
|
NASDAQ
|
100
|
|
|
119
|
|
|
153
|
|
|
162
|
|
|
179
|
|
|
223
|
|
||||||
S&P 500
|
100
|
|
|
119
|
|
|
149
|
|
|
149
|
|
|
168
|
|
|
195
|
|
||||||
S&P Steel Index
|
100
|
|
|
99
|
|
|
125
|
|
|
97
|
|
|
108
|
|
|
123
|
|
(1)
|
Because we operate in two distinct but related businesses, we have no direct market peer issuers.
|
(1)
|
Operating income in fiscal 2017 includes other asset impairment charges (recoveries), net, of
$(1) million
and a net gain from restructuring charges and other exit-related activities of less than
$1 million
. Operating loss in fiscal 2016 includes a goodwill impairment charge of
$9 million
, other asset impairment charges of
$21 million
, and restructuring charges and other exit-related activities of
$7 million
. 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 activities of
$13 million
. Operating income in fiscal 2014 includes other asset impairment charges of
$1 million
and restructuring charges and other exit-related activities of
$7 million
. Operating loss in fiscal 2013 includes a goodwill impairment charge of $321 million, other asset impairment charges of $13 million and restructuring charges and other exit-related activities 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 8
- Discontinued Operations in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion.
|
(3)
|
Tons for recycled ferrous metal are long tons (2,240 pounds) and for finished steel products are short tons (2,000 pounds).
|
(4)
|
The Company sold to external customers or delivered to its steel mill an aggregate of 3,628 thousand, 3,289 thousand, 3,708 thousand, 4,309 thousand, and 4,506 thousand tons of ferrous recycled scrap metal in fiscal 2017, 2016, 2015, 2014 and 2013, respectively. Company-wide ferrous volumes include total ferrous sales volumes for AMR, ferrous tons sold externally by CSS, and ferrous tons delivered by CSS's metals recycling operations to its steel mill, net of inter-segment eliminations.
|
(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.
|
•
|
Long-term expansion of ferrous scrap metal supply and processing, sales volumes and operating margins;
|
•
|
Use of our seven deep water ports and ground-based logistics network to directly access customers domestically and internationally to meet demand for our products wherever it is greatest;
|
•
|
Further optimization of our integrated operating platform to maximize opportunities for synergies, cost efficiencies and volumes;
|
•
|
Continuous improvement initiatives to increase production efficiency, 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 generate more value-added products; and
|
•
|
Increase market share through initiatives to maximize volumes and through selective partnerships, alliances and acquisitions.
|
•
|
Net cash provided by operating activities of
$100 million
in fiscal 2017, compared to
$99 million
in the prior year;
|
•
|
Debt of
$145 million
as of August 31, 2017, compared to
$193 million
as of the prior year-end; and
|
•
|
Debt, net of cash, of
$138 million
as of August 31, 2017, compared to
$166 million
as of the prior year-end (see the reconciliation of debt, net of cash, in Non-GAAP Financial Measures at the end of this Item 7).
|
|
For the Year Ended August 31,
|
||||||||||||||||
|
|
|
|
|
|
|
% Increase / (Decrease)
|
||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
2015
|
|
2017 vs 2016
|
|
2016 vs 2015
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Auto and Metals Recycling
|
$
|
1,363,618
|
|
|
$
|
1,060,592
|
|
|
$
|
1,513,315
|
|
|
29
|
%
|
|
(30
|
)%
|
Cascade Steel and Scrap
|
339,620
|
|
|
304,032
|
|
|
435,113
|
|
|
12
|
%
|
|
(30
|
)%
|
|||
Intercompany revenue eliminations
(1)
|
(15,647
|
)
|
|
(12,081
|
)
|
|
(33,029
|
)
|
|
30
|
%
|
|
(63
|
)%
|
|||
Total revenues
|
1,687,591
|
|
|
1,352,543
|
|
|
1,915,399
|
|
|
25
|
%
|
|
(29
|
)%
|
|||
Cost of goods sold:
|
|
|
|
|
|
|
|
|
|
||||||||
Auto and Metals Recycling
|
1,158,154
|
|
|
905,863
|
|
|
1,372,456
|
|
|
28
|
%
|
|
(34
|
)%
|
|||
Cascade Steel and Scrap
|
322,013
|
|
|
283,006
|
|
|
402,374
|
|
|
14
|
%
|
|
(30
|
)%
|
|||
Intercompany cost of goods sold eliminations
(1)
|
(15,659
|
)
|
|
(12,881
|
)
|
|
(32,152
|
)
|
|
22
|
%
|
|
(60
|
)%
|
|||
Total cost of goods sold
|
1,464,508
|
|
|
1,175,988
|
|
|
1,742,678
|
|
|
25
|
%
|
|
(33
|
)%
|
|||
Selling, general and administrative expense:
|
|
|
|
|
|
|
|
|
|
||||||||
Auto and Metals Recycling
|
116,461
|
|
|
106,691
|
|
|
122,279
|
|
|
9
|
%
|
|
(13
|
)%
|
|||
Cascade Steel and Scrap
|
14,321
|
|
|
12,571
|
|
|
12,998
|
|
|
14
|
%
|
|
(3
|
)%
|
|||
Corporate
(2)
|
40,788
|
|
|
29,646
|
|
|
35,315
|
|
|
38
|
%
|
|
(16
|
)%
|
|||
Total selling, general and administrative expense
|
171,570
|
|
|
148,908
|
|
|
170,592
|
|
|
15
|
%
|
|
(13
|
)%
|
|||
(Income) from joint ventures:
|
|
|
|
|
|
|
|
|
|
||||||||
Auto and Metals Recycling
|
(2,218
|
)
|
|
(386
|
)
|
|
(696
|
)
|
|
475
|
%
|
|
(45
|
)%
|
|||
Cascade Steel and Scrap
|
(1,456
|
)
|
|
(433
|
)
|
|
(794
|
)
|
|
236
|
%
|
|
(45
|
)%
|
|||
Total (income) from joint ventures
|
(3,674
|
)
|
|
(819
|
)
|
|
(1,490
|
)
|
|
349
|
%
|
|
(45
|
)%
|
|||
Goodwill impairment charges:
|
|
|
|
|
|
|
|
|
|
||||||||
Auto and Metals Recycling
|
—
|
|
|
8,845
|
|
|
141,021
|
|
|
NM
|
|
|
(94
|
)%
|
|||
Other asset impairment charges (recoveries), net:
|
|
|
|
|
|
|
|
|
|
||||||||
Auto and Metals Recycling
|
(184
|
)
|
|
16,411
|
|
|
44,374
|
|
|
NM
|
|
|
(63
|
)%
|
|||
Cascade Steel and Scrap
|
(533
|
)
|
|
4,192
|
|
|
—
|
|
|
NM
|
|
|
NM
|
|
|||
Corporate
|
—
|
|
|
79
|
|
|
745
|
|
|
NM
|
|
|
(89
|
)%
|
|||
Total other asset impairment charges (recoveries), net
|
(717
|
)
|
|
20,682
|
|
|
45,119
|
|
|
NM
|
|
|
(54
|
)%
|
|||
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||
Auto and Metals Recycling
|
91,405
|
|
|
23,168
|
|
|
(166,119
|
)
|
|
295
|
%
|
|
(114
|
)%
|
|||
Cascade Steel and Scrap
|
5,275
|
|
|
4,696
|
|
|
20,535
|
|
|
12
|
%
|
|
(77
|
)%
|
|||
Segment operating income (loss)
|
96,680
|
|
|
27,864
|
|
|
(145,584
|
)
|
|
247
|
%
|
|
(119
|
)%
|
|||
Restructuring charges and other exit-related activities
(3)
|
109
|
|
|
(6,781
|
)
|
|
(13,008
|
)
|
|
NM
|
|
|
(48
|
)%
|
|||
Corporate expense
(2)
|
(40,788
|
)
|
|
(29,725
|
)
|
|
(36,060
|
)
|
|
37
|
%
|
|
(18
|
)%
|
|||
Change in intercompany profit elimination
(4)
|
12
|
|
|
800
|
|
|
(877
|
)
|
|
(99
|
)%
|
|
NM
|
|
|||
Total operating income (loss)
|
$
|
56,013
|
|
|
$
|
(7,842
|
)
|
|
$
|
(195,529
|
)
|
|
NM
|
|
|
(96
|
)%
|
(1)
|
AMR sells a small portion of its recycled ferrous metal to CSS at prices that approximate local market rates. 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)
|
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 reportable segments. Other exit-related activities consist of asset impairments and accelerated depreciation, net of gains on exit-related disposals, related to site closures.
|
(4)
|
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.
|
|
For the Year Ended August 31,
|
||||||||||||||||
|
|
|
|
|
|
|
% Increase / (Decrease)
|
||||||||||
($ in thousands, except for prices)
|
2017
|
|
2016
|
|
2015
|
|
2017 vs 2016
|
|
2016 vs 2015
|
||||||||
Ferrous revenues
|
$
|
843,222
|
|
|
$
|
625,517
|
|
|
$
|
934,057
|
|
|
35
|
%
|
|
(33
|
)%
|
Nonferrous revenues
|
394,977
|
|
|
330,351
|
|
|
449,815
|
|
|
20
|
%
|
|
(27
|
)%
|
|||
Retail and other revenues
|
125,419
|
|
|
104,724
|
|
|
129,443
|
|
|
20
|
%
|
|
(19
|
)%
|
|||
Total segment revenues
|
1,363,618
|
|
|
1,060,592
|
|
|
1,513,315
|
|
|
29
|
%
|
|
(30
|
)%
|
|||
Cost of goods sold
|
1,158,154
|
|
|
905,863
|
|
|
1,372,456
|
|
|
28
|
%
|
|
(34
|
)%
|
|||
Selling, general and administrative expense
|
116,461
|
|
|
106,691
|
|
|
122,279
|
|
|
9
|
%
|
|
(13
|
)%
|
|||
(Income) from joint ventures
|
(2,218
|
)
|
|
(386
|
)
|
|
(696
|
)
|
|
475
|
%
|
|
(45
|
)%
|
|||
Goodwill impairment charges
|
—
|
|
|
8,845
|
|
|
141,021
|
|
|
NM
|
|
|
(94
|
)%
|
|||
Other asset impairment charges (recoveries), net
|
(184
|
)
|
|
16,411
|
|
|
44,374
|
|
|
NM
|
|
|
(63
|
)%
|
|||
Segment operating income (loss)
|
$
|
91,405
|
|
|
$
|
23,168
|
|
|
$
|
(166,119
|
)
|
|
295
|
%
|
|
NM
|
|
Average recycled ferrous metal sales prices ($/LT):
(1)
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic
|
$
|
236
|
|
|
$
|
188
|
|
|
$
|
261
|
|
|
26
|
%
|
|
(28
|
)%
|
Foreign
|
$
|
244
|
|
|
$
|
196
|
|
|
$
|
265
|
|
|
24
|
%
|
|
(26
|
)%
|
Average
|
$
|
242
|
|
|
$
|
193
|
|
|
$
|
264
|
|
|
25
|
%
|
|
(27
|
)%
|
Ferrous sales volume (LT, in thousands):
|
|
|
|
|
|
|
|
|
|
||||||||
Domestic
|
948
|
|
|
859
|
|
|
1,003
|
|
|
10
|
%
|
|
(14
|
)%
|
|||
Foreign
|
2,197
|
|
|
2,040
|
|
|
2,183
|
|
|
8
|
%
|
|
(7
|
)%
|
|||
Total ferrous sales volume (LT, in thousands)
|
3,145
|
|
|
2,899
|
|
|
3,186
|
|
|
9
|
%
|
|
(9
|
)%
|
|||
Average nonferrous sales price ($/pound)
(1)(2)
|
$
|
0.63
|
|
|
$
|
0.60
|
|
|
$
|
0.74
|
|
|
5
|
%
|
|
(19
|
)%
|
Nonferrous sales volumes (pounds, in thousands)
(2)
|
540,791
|
|
|
473,737
|
|
|
539,850
|
|
|
14
|
%
|
|
(12
|
)%
|
|||
Cars purchased (in thousands)
(3)
|
411
|
|
|
319
|
|
|
337
|
|
|
29
|
%
|
|
(5
|
)%
|
|||
Number of auto parts stores at period end
|
53
|
|
|
52
|
|
|
55
|
|
|
2
|
%
|
|
(5
|
)%
|
|||
Outbound freight included in cost of goods sold
|
$
|
97,400
|
|
|
$
|
77,477
|
|
|
$
|
110,789
|
|
|
26
|
%
|
|
(30
|
)%
|
(1)
|
Price information is shown after netting the cost of freight incurred to deliver the product to the customer.
|
(2)
|
Average sales price and volume information excludes platinum group metals ("PGMs") in catalytic converters.
|
(3)
|
Cars purchased by auto parts stores only.
|
|
|
For the Year Ended August 31,
|
||||||||||||||||
|
|
|
|
|
|
|
|
% Increase / (Decrease)
|
||||||||||
($ in thousands, except for price)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs 2016
|
|
2016 vs 2015
|
||||||||
Steel revenues
(1)
|
|
$
|
280,767
|
|
|
$
|
269,905
|
|
|
$
|
375,037
|
|
|
4
|
%
|
|
(28
|
)%
|
Recycling revenues
(2)
|
|
58,853
|
|
|
34,127
|
|
|
60,076
|
|
|
72
|
%
|
|
(43
|
)%
|
|||
Total segment revenues
|
|
339,620
|
|
|
304,032
|
|
|
435,113
|
|
|
12
|
%
|
|
(30
|
)%
|
|||
Cost of goods sold
|
|
322,013
|
|
|
283,006
|
|
|
402,374
|
|
|
14
|
%
|
|
(30
|
)%
|
|||
Selling, general and administrative expense
|
|
14,321
|
|
|
12,571
|
|
|
12,998
|
|
|
14
|
%
|
|
(3
|
)%
|
|||
(Income) from joint ventures
|
|
(1,456
|
)
|
|
(433
|
)
|
|
(794
|
)
|
|
236
|
%
|
|
(45
|
)%
|
|||
Other asset impairment charges (recoveries), net
|
|
(533
|
)
|
|
4,192
|
|
|
—
|
|
|
NM
|
|
|
NM
|
|
|||
Segment operating income
|
|
$
|
5,275
|
|
|
$
|
4,696
|
|
|
$
|
20,535
|
|
|
12
|
%
|
|
(77
|
)%
|
Finished steel average sales price ($/ST)
(3)
|
|
$
|
534
|
|
|
$
|
522
|
|
|
$
|
639
|
|
|
2
|
%
|
|
(18
|
)%
|
Finished steel products sold (ST, in thousands)
|
|
496
|
|
|
488
|
|
|
540
|
|
|
2
|
%
|
|
(10
|
)%
|
|||
Rolling mill utilization
(4)
|
|
83
|
%
|
|
63
|
%
|
|
73
|
%
|
|
32
|
%
|
|
(14
|
)%
|
(1)
|
Steel revenues include primarily sales of finished steel products, semi-finished goods (billets) and manufacturing scrap.
|
(2)
|
Recycling revenues include primarily sales of ferrous and nonferrous recycled scrap metal to export markets.
|
(3)
|
Price information is shown after netting the cost of freight incurred to deliver the product to the customer.
|
(4)
|
Rolling mill utilization for fiscal 2017 is based on effective annual production capacity under current conditions of 580 thousand tons of finished steel products, reflecting a decrease in the effective finished steel production capacity resulting from the decommissioning of the older rolling mill during the first quarter of fiscal 2017.
|
|
Year Ended August 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Reported within other asset impairment charges (recoveries), net:
|
|
|
|
|
|
||||||
Auto and Metals Recycling
|
|
|
|
|
|
||||||
Long-lived assets
|
$
|
—
|
|
|
$
|
7,336
|
|
|
$
|
41,676
|
|
Accelerated depreciation
|
—
|
|
|
6,208
|
|
|
—
|
|
|||
Investments in joint ventures
|
860
|
|
|
—
|
|
|
—
|
|
|||
Assets held for sale
|
(1,044
|
)
|
|
1,659
|
|
|
2,558
|
|
|||
Other assets
|
—
|
|
|
1,208
|
|
|
140
|
|
|||
Total Auto and Metals Recycling
|
(184
|
)
|
|
16,411
|
|
|
44,374
|
|
|||
Cascade Steel and Scrap
|
|
|
|
|
|
||||||
Accelerated depreciation
|
401
|
|
|
—
|
|
|
—
|
|
|||
Investments in joint ventures
|
(934
|
)
|
|
1,968
|
|
|
—
|
|
|||
Supplies inventory
|
—
|
|
|
2,224
|
|
|
—
|
|
|||
Total Cascade Steel and Scrap
|
(533
|
)
|
|
4,192
|
|
|
—
|
|
|||
Corporate - Other assets
|
—
|
|
|
79
|
|
|
745
|
|
|||
|
(717
|
)
|
|
20,682
|
|
|
45,119
|
|
|||
Reported within restructuring charges and other exit-related activities:
|
|
|
|
|
|
||||||
Long-lived assets
|
—
|
|
|
468
|
|
|
—
|
|
|||
Accelerated depreciation
|
96
|
|
|
630
|
|
|
3,836
|
|
|||
Supplies inventory
|
—
|
|
|
1,047
|
|
|
—
|
|
|||
Other assets
|
62
|
|
|
35
|
|
|
—
|
|
|||
Exit-related gains
|
(565
|
)
|
|
(1,337
|
)
|
|
—
|
|
|||
|
(407
|
)
|
|
843
|
|
|
3,836
|
|
|||
Reported within discontinued operations:
|
|
|
|
|
|
||||||
Long-lived assets
|
—
|
|
|
673
|
|
|
2,666
|
|
|||
Accelerated depreciation
|
—
|
|
|
274
|
|
|
—
|
|
|||
|
—
|
|
|
947
|
|
|
2,666
|
|
|||
Total
|
$
|
(1,124
|
)
|
|
$
|
22,472
|
|
|
$
|
51,621
|
|
|
|
||||||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||||
|
All Other Plans
|
|
Q2’15 Plan
|
|
Total Charges
|
|
All Other Plans
|
|
Q2’15 Plan
|
|
Total Charges
|
|
All Other Plans
|
|
Q2’15 Plan
|
|
Total Charges
|
||||||||||||||||||
Restructuring charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Severance costs
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
4,915
|
|
|
$
|
4,915
|
|
|
$
|
391
|
|
|
$
|
5,330
|
|
|
$
|
5,721
|
|
Contract termination costs
|
255
|
|
|
139
|
|
|
394
|
|
|
311
|
|
|
796
|
|
|
1,107
|
|
|
377
|
|
|
1,245
|
|
|
1,622
|
|
|||||||||
Other restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,223
|
|
|
2,048
|
|
|
3,271
|
|
|||||||||
Total restructuring charges
|
255
|
|
|
115
|
|
|
370
|
|
|
311
|
|
|
5,711
|
|
|
6,022
|
|
|
1,991
|
|
|
8,623
|
|
|
10,614
|
|
|||||||||
Other exit-related activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Asset impairments and accelerated depreciation
|
—
|
|
|
158
|
|
|
158
|
|
|
—
|
|
|
3,127
|
|
|
3,127
|
|
|
—
|
|
|
6,502
|
|
|
6,502
|
|
|||||||||
Gains on exit-related disposals
|
—
|
|
|
(565
|
)
|
|
(565
|
)
|
|
—
|
|
|
(1,337
|
)
|
|
(1,337
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total other exit-related activities
|
—
|
|
|
(407
|
)
|
|
(407
|
)
|
|
—
|
|
|
1,790
|
|
|
1,790
|
|
|
—
|
|
|
6,502
|
|
|
6,502
|
|
|||||||||
Total restructuring charges and exit-related activities
|
$
|
255
|
|
|
$
|
(292
|
)
|
|
$
|
(37
|
)
|
|
$
|
311
|
|
|
$
|
7,501
|
|
|
$
|
7,812
|
|
|
$
|
1,991
|
|
|
$
|
15,125
|
|
|
$
|
17,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Restructuring charges and other exit-related activities included in continuing operations
|
|
$
|
(109
|
)
|
|
|
|
|
|
$
|
6,781
|
|
|
|
|
|
|
$
|
13,008
|
|
|||||||||||||||
Restructuring charges and other exit-related activities included in discontinued operations
|
|
$
|
72
|
|
|
|
|
|
|
$
|
1,031
|
|
|
|
|
|
|
$
|
4,108
|
|
|
Year Ended August 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) from continuing operations before income taxes
|
$
|
48,690
|
|
|
$
|
(15,505
|
)
|
|
$
|
(200,464
|
)
|
Income tax (expense) benefit
|
$
|
(1,322
|
)
|
|
$
|
(735
|
)
|
|
$
|
12,615
|
|
Effective tax rate
|
2.7
|
%
|
|
(4.7
|
)%
|
|
6.3
|
%
|
|
Year Ended August 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,263
|
|
|
|
|
|
|
|
||||||
Loss from discontinued operations before income taxes
|
$
|
(390
|
)
|
|
$
|
(1,348
|
)
|
|
$
|
(7,227
|
)
|
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|||
Loss from discontinued operations, net of tax
|
$
|
(390
|
)
|
|
$
|
(1,348
|
)
|
|
$
|
(7,227
|
)
|
|
|
Outstanding as of 8/31/2017
|
|
Remaining Availability
|
||||
Bank secured revolving credit facilities
(1)
|
|
$
|
140,000
|
|
|
$
|
197,040
|
|
Other debt obligations
|
|
$
|
706
|
|
|
N/A
|
|
(1)
|
Remaining availability is net of
$10 million
of outstanding stand-by letters of credit as of August 31, 2017.
|
|
Payment Due by Period
|
||||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt
(1)
|
$
|
41
|
|
|
$
|
153
|
|
|
$
|
92
|
|
|
$
|
140,050
|
|
|
$
|
53
|
|
|
$
|
317
|
|
|
$
|
140,706
|
|
Interest payments on long-term debt
(2)
|
4,904
|
|
|
4,914
|
|
|
4,900
|
|
|
3,135
|
|
|
26
|
|
|
61
|
|
|
17,940
|
|
|||||||
Capital leases, including interest
|
1,169
|
|
|
1,043
|
|
|
1,022
|
|
|
885
|
|
|
753
|
|
|
1,824
|
|
|
6,696
|
|
|||||||
Operating leases
|
19,572
|
|
|
16,824
|
|
|
13,333
|
|
|
7,894
|
|
|
5,317
|
|
|
22,410
|
|
|
85,350
|
|
|||||||
Purchase obligations
(3)
|
73,230
|
|
|
15,143
|
|
|
14,985
|
|
|
3,591
|
|
|
2,067
|
|
|
5,600
|
|
|
114,616
|
|
|||||||
Other
(4)
|
217
|
|
|
314
|
|
|
311
|
|
|
308
|
|
|
305
|
|
|
3,325
|
|
|
4,780
|
|
|||||||
Total
|
$
|
99,133
|
|
|
$
|
38,391
|
|
|
$
|
34,643
|
|
|
$
|
155,863
|
|
|
$
|
8,521
|
|
|
$
|
33,537
|
|
|
$
|
370,088
|
|
(1)
|
Long-term debt represents the principal amounts of all outstanding long-term debt, maturities of which extend to 2027.
|
(2)
|
Interest payments on long-term debt are based on interest rates in effect as of
August 31, 2017
. 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, 2017
|
|
August 31, 2016
|
|
August 31, 2015
|
||||||
Short-term borrowings
|
$
|
721
|
|
|
$
|
8,374
|
|
|
$
|
584
|
|
Long-term debt, net of current maturities
|
144,403
|
|
|
184,144
|
|
|
227,572
|
|
|||
Total debt
|
145,124
|
|
|
192,518
|
|
|
228,156
|
|
|||
Less: cash and cash equivalents
|
7,287
|
|
|
26,819
|
|
|
22,755
|
|
|||
Total debt, net of cash
|
$
|
137,837
|
|
|
$
|
165,699
|
|
|
$
|
205,401
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Borrowings from long-term debt
|
$
|
433,336
|
|
|
$
|
152,311
|
|
|
$
|
140,536
|
|
Proceeds from line of credit
|
—
|
|
|
135,500
|
|
|
266,500
|
|
|||
Repayment of long-term debt
|
(481,757
|
)
|
|
(187,951
|
)
|
|
(231,103
|
)
|
|||
Repayment of line of credit
|
—
|
|
|
(135,500
|
)
|
|
(266,500
|
)
|
|||
Net repayments of debt
|
$
|
(48,421
|
)
|
|
$
|
(35,640
|
)
|
|
$
|
(90,567
|
)
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||
Consolidated operating income (loss):
|
|
|
|
|
|
||||||
As reported
|
$
|
56,013
|
|
|
$
|
(7,842
|
)
|
|
$
|
(195,529
|
)
|
Goodwill impairment charges
|
—
|
|
|
8,845
|
|
|
141,021
|
|
|||
Other asset impairment charges (recoveries), net
|
(717
|
)
|
|
20,682
|
|
|
45,119
|
|
|||
Restructuring charges and other exit-related activities
|
(109
|
)
|
|
6,781
|
|
|
13,008
|
|
|||
Resale or modification of previously contracted shipments, net of recoveries
|
(1,144
|
)
|
|
(694
|
)
|
|
6,928
|
|
|||
Adjusted
|
$
|
54,043
|
|
|
$
|
27,772
|
|
|
$
|
10,547
|
|
|
|
|
|
|
|
||||||
AMR operating income (loss):
|
|
|
|
|
|
||||||
As reported
|
$
|
91,405
|
|
|
$
|
23,168
|
|
|
$
|
(166,119
|
)
|
Goodwill impairment charges
|
—
|
|
|
8,845
|
|
|
141,021
|
|
|||
Other asset impairment charges (recoveries), net
|
(184
|
)
|
|
16,411
|
|
|
44,374
|
|
|||
Resale or modification of previously contracted shipments, net of recoveries
|
(1,144
|
)
|
|
(694
|
)
|
|
6,928
|
|
|||
Adjusted
|
$
|
90,077
|
|
|
$
|
47,730
|
|
|
$
|
26,204
|
|
|
|
|
|
|
|
||||||
CSS operating income (loss):
|
|
|
|
|
|
||||||
As reported
|
$
|
5,275
|
|
|
$
|
4,696
|
|
|
$
|
20,535
|
|
Other asset impairment charges (recoveries), net
|
(533
|
)
|
|
4,192
|
|
|
—
|
|
|||
Adjusted
|
$
|
4,742
|
|
|
$
|
8,888
|
|
|
$
|
20,535
|
|
(1)
|
Income tax allocated to the aggregate adjustments reconciling reported and adjusted net income (loss) from continuing operations attributable to SSI and diluted earnings (loss) 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, Chief Financial Officer and Chief of Corporate Operations
|
October 24, 2017
|
|
October 24, 2017
|
|
August 31,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
7,287
|
|
|
$
|
26,819
|
|
Accounts receivable, net
|
138,998
|
|
|
113,952
|
|
||
Inventories
|
166,942
|
|
|
132,972
|
|
||
Refundable income taxes
|
2,366
|
|
|
1,254
|
|
||
Prepaid expenses and other current assets
|
22,357
|
|
|
24,809
|
|
||
Total current assets
|
337,950
|
|
|
299,806
|
|
||
Property, plant and equipment, net
|
390,629
|
|
|
392,820
|
|
||
Investments in joint ventures
|
11,204
|
|
|
13,616
|
|
||
Goodwill
|
167,835
|
|
|
166,847
|
|
||
Intangibles, net
|
4,424
|
|
|
4,931
|
|
||
Other assets
|
21,713
|
|
|
13,409
|
|
||
Total assets
|
$
|
933,755
|
|
|
$
|
891,429
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term borrowings
|
$
|
721
|
|
|
$
|
8,374
|
|
Accounts payable
|
94,674
|
|
|
58,439
|
|
||
Accrued payroll and related liabilities
|
41,593
|
|
|
29,116
|
|
||
Environmental liabilities
|
2,007
|
|
|
1,967
|
|
||
Accrued income taxes
|
9
|
|
|
—
|
|
||
Other accrued liabilities
|
37,256
|
|
|
35,758
|
|
||
Total current liabilities
|
176,260
|
|
|
133,654
|
|
||
Deferred income taxes
|
19,147
|
|
|
16,682
|
|
||
Long-term debt, net of current maturities
|
144,403
|
|
|
184,144
|
|
||
Environmental liabilities, net of current portion
|
46,391
|
|
|
44,383
|
|
||
Other long-term liabilities
|
10,061
|
|
|
11,134
|
|
||
Total liabilities
|
396,262
|
|
|
389,997
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
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,
|
|
|
|
||||
26,859 and 26,482 shares issued and outstanding
|
26,859
|
|
|
26,482
|
|
||
Class B common stock – 25,000 shares $1.00 par value authorized,
|
|
|
|
||||
200 and 306 shares issued and outstanding
|
200
|
|
|
306
|
|
||
Additional paid-in capital
|
38,050
|
|
|
30,948
|
|
||
Retained earnings
|
503,770
|
|
|
480,100
|
|
||
Accumulated other comprehensive loss
|
(35,293
|
)
|
|
(40,115
|
)
|
||
Total SSI shareholders’ equity
|
533,586
|
|
|
497,721
|
|
||
Noncontrolling interests
|
3,907
|
|
|
3,711
|
|
||
Total equity
|
537,493
|
|
|
501,432
|
|
||
Total liabilities and equity
|
$
|
933,755
|
|
|
$
|
891,429
|
|
|
Year Ended August 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
$
|
1,687,591
|
|
|
$
|
1,352,543
|
|
|
$
|
1,915,399
|
|
Operating expense:
|
|
|
|
|
|
||||||
Cost of goods sold
|
1,464,508
|
|
|
1,175,988
|
|
|
1,742,678
|
|
|||
Selling, general and administrative
|
171,570
|
|
|
148,908
|
|
|
170,592
|
|
|||
(Income) from joint ventures
|
(3,674
|
)
|
|
(819
|
)
|
|
(1,490
|
)
|
|||
Goodwill impairment charges
|
—
|
|
|
8,845
|
|
|
141,021
|
|
|||
Other asset impairment charges (recoveries), net
|
(717
|
)
|
|
20,682
|
|
|
45,119
|
|
|||
Restructuring charges and other exit-related activities
|
(109
|
)
|
|
6,781
|
|
|
13,008
|
|
|||
Operating income (loss)
|
56,013
|
|
|
(7,842
|
)
|
|
(195,529
|
)
|
|||
Interest expense
|
(8,081
|
)
|
|
(8,889
|
)
|
|
(9,191
|
)
|
|||
Other income, net
|
758
|
|
|
1,226
|
|
|
4,256
|
|
|||
Income (loss) from continuing operations before income taxes
|
48,690
|
|
|
(15,505
|
)
|
|
(200,464
|
)
|
|||
Income tax (expense) benefit
|
(1,322
|
)
|
|
(735
|
)
|
|
12,615
|
|
|||
Income (loss) from continuing operations
|
47,368
|
|
|
(16,240
|
)
|
|
(187,849
|
)
|
|||
Loss from discontinued operations, net of tax
|
(390
|
)
|
|
(1,348
|
)
|
|
(7,227
|
)
|
|||
Net income (loss)
|
46,978
|
|
|
(17,588
|
)
|
|
(195,076
|
)
|
|||
Net income attributable to noncontrolling interests
|
(2,467
|
)
|
|
(1,821
|
)
|
|
(1,933
|
)
|
|||
Net income (loss) attributable to SSI
|
$
|
44,511
|
|
|
$
|
(19,409
|
)
|
|
$
|
(197,009
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per share attributable to SSI:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income (loss) per share from continuing operations attributable to SSI
|
$
|
1.63
|
|
|
$
|
(0.66
|
)
|
|
$
|
(7.03
|
)
|
Loss per share from discontinued operations attributable to SSI
|
(0.01
|
)
|
|
(0.05
|
)
|
|
(0.27
|
)
|
|||
Net income (loss) per share attributable to SSI
(1)
|
$
|
1.62
|
|
|
$
|
(0.71
|
)
|
|
$
|
(7.29
|
)
|
Diluted:
|
|
|
|
|
|
||||||
Income (loss) per share from continuing operations attributable to SSI
|
$
|
1.60
|
|
|
$
|
(0.66
|
)
|
|
$
|
(7.03
|
)
|
Loss per share from discontinued operations attributable to SSI
|
(0.01
|
)
|
|
(0.05
|
)
|
|
(0.27
|
)
|
|||
Net income (loss) per share attributable to SSI
(1)
|
$
|
1.58
|
|
|
$
|
(0.71
|
)
|
|
$
|
(7.29
|
)
|
Weighted average number of common shares:
|
|
|
|
|
|
||||||
Basic
|
27,537
|
|
|
27,229
|
|
|
27,010
|
|
|||
Diluted
|
28,141
|
|
|
27,229
|
|
|
27,010
|
|
|||
Dividends declared per common share
|
$
|
0.750
|
|
|
$
|
0.750
|
|
|
$
|
0.750
|
|
(1)
|
May not foot due to rounding.
|
|
Year Ended August 31,
|
|||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||
Net income (loss)
|
$
|
46,978
|
|
|
$
|
(17,588
|
)
|
|
$
|
(195,076
|
)
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|||||||
Foreign currency translation adjustments
|
2,711
|
|
|
(530
|
)
|
|
(23,346
|
)
|
||||
Cash flow hedges, net
|
—
|
|
|
240
|
|
|
(298
|
)
|
||||
Pension obligations, net
|
2,111
|
|
|
(1,303
|
)
|
|
(2,237
|
)
|
||||
Total other comprehensive income (loss), net of tax
|
4,822
|
|
|
(1,593
|
)
|
|
(25,881
|
)
|
||||
Comprehensive income (loss)
|
51,800
|
|
|
(19,181
|
)
|
|
(220,957
|
)
|
||||
Less comprehensive income attributable to noncontrolling interests
|
(2,467
|
)
|
|
(1,821
|
)
|
|
(1,933
|
)
|
||||
Comprehensive income (loss) attributable to SSI
|
$
|
49,333
|
|
|
$
|
(21,002
|
)
|
|
$
|
(222,890
|
)
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
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
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,409
|
)
|
|
—
|
|
|
(19,409
|
)
|
|
1,821
|
|
|
(17,588
|
)
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,593
|
)
|
|
(1,593
|
)
|
|
—
|
|
|
(1,593
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,126
|
)
|
|
(2,126
|
)
|
||||||||
Share repurchases
|
(203
|
)
|
|
(203
|
)
|
|
—
|
|
|
—
|
|
|
(3,276
|
)
|
|
—
|
|
|
—
|
|
|
(3,479
|
)
|
|
—
|
|
|
(3,479
|
)
|
||||||||
Restricted stock withheld for taxes
|
(132
|
)
|
|
(132
|
)
|
|
—
|
|
|
—
|
|
|
(2,081
|
)
|
|
—
|
|
|
—
|
|
|
(2,213
|
)
|
|
—
|
|
|
(2,213
|
)
|
||||||||
Issuance of restricted stock
|
343
|
|
|
343
|
|
|
—
|
|
|
—
|
|
|
(343
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,437
|
|
|
—
|
|
|
—
|
|
|
10,437
|
|
|
—
|
|
|
10,437
|
|
||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,557
|
)
|
|
—
|
|
|
(20,557
|
)
|
|
—
|
|
|
(20,557
|
)
|
||||||||
Balance as of August 31, 2016
|
26,482
|
|
|
26,482
|
|
|
306
|
|
|
306
|
|
|
30,948
|
|
|
480,100
|
|
|
(40,115
|
)
|
|
497,721
|
|
|
3,711
|
|
|
501,432
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,511
|
|
|
—
|
|
|
44,511
|
|
|
2,467
|
|
|
46,978
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,822
|
|
|
4,822
|
|
|
—
|
|
|
4,822
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,271
|
)
|
|
(2,271
|
)
|
||||||||
Conversion of common stock
|
106
|
|
|
106
|
|
|
(106
|
)
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Restricted stock withheld for taxes
|
(148
|
)
|
|
(148
|
)
|
|
—
|
|
|
—
|
|
|
(3,326
|
)
|
|
—
|
|
|
—
|
|
|
(3,474
|
)
|
|
—
|
|
|
(3,474
|
)
|
||||||||
Issuance of restricted stock
|
419
|
|
|
419
|
|
|
—
|
|
|
—
|
|
|
(419
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,847
|
|
|
—
|
|
|
—
|
|
|
10,847
|
|
|
—
|
|
|
10,847
|
|
||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,841
|
)
|
|
—
|
|
|
(20,841
|
)
|
|
—
|
|
|
(20,841
|
)
|
||||||||
Balance as of August 31, 2017
|
26,859
|
|
|
$
|
26,859
|
|
|
200
|
|
|
$
|
200
|
|
|
$
|
38,050
|
|
|
$
|
503,770
|
|
|
$
|
(35,293
|
)
|
|
$
|
533,586
|
|
|
$
|
3,907
|
|
|
$
|
537,493
|
|
|
Year Ended August 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
46,978
|
|
|
$
|
(17,588
|
)
|
|
$
|
(195,076
|
)
|
Adjustments to reconcile net income (loss) to cash provided by operating activities:
|
|
|
|
|
|
||||||
Goodwill impairment charges
|
—
|
|
|
8,845
|
|
|
141,021
|
|
|||
Other asset impairment charges (recoveries), net
|
(717
|
)
|
|
20,682
|
|
|
45,119
|
|
|||
Exit-related (gains), asset impairments and accelerated depreciation, net
|
(407
|
)
|
|
1,790
|
|
|
6,502
|
|
|||
Depreciation and amortization
|
49,840
|
|
|
54,630
|
|
|
67,936
|
|
|||
Inventory write-downs
|
—
|
|
|
710
|
|
|
3,031
|
|
|||
Deferred income taxes
|
2,278
|
|
|
507
|
|
|
(1,988
|
)
|
|||
Undistributed equity in earnings of joint ventures
|
(3,674
|
)
|
|
(819
|
)
|
|
(1,490
|
)
|
|||
Share-based compensation expense
|
10,847
|
|
|
10,437
|
|
|
10,481
|
|
|||
Loss (gain) on the disposal of assets
|
448
|
|
|
(465
|
)
|
|
(2,875
|
)
|
|||
Unrealized foreign exchange (gain) loss, net
|
361
|
|
|
(109
|
)
|
|
(1,909
|
)
|
|||
Bad debt expense (recoveries), net
|
126
|
|
|
131
|
|
|
(264
|
)
|
|||
Write-off of debt issuance costs
|
—
|
|
|
768
|
|
|
—
|
|
|||
Excess tax benefit from share-based payment arrangements
|
—
|
|
|
—
|
|
|
(343
|
)
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(36,195
|
)
|
|
(10,693
|
)
|
|
55,600
|
|
|||
Inventories
|
(22,207
|
)
|
|
27,504
|
|
|
69,256
|
|
|||
Income taxes
|
(1,086
|
)
|
|
5,861
|
|
|
(5,846
|
)
|
|||
Prepaid expenses and other current assets
|
(1,704
|
)
|
|
(1,864
|
)
|
|
2,403
|
|
|||
Other long-term assets
|
537
|
|
|
266
|
|
|
1,064
|
|
|||
Accounts payable
|
33,062
|
|
|
(763
|
)
|
|
(35,638
|
)
|
|||
Accrued payroll and related liabilities
|
12,389
|
|
|
3,633
|
|
|
(6,330
|
)
|
|||
Other accrued liabilities
|
5,073
|
|
|
(4,362
|
)
|
|
(2,710
|
)
|
|||
Environmental liabilities
|
1,884
|
|
|
(451
|
)
|
|
(702
|
)
|
|||
Other long-term liabilities
|
(1,101
|
)
|
|
30
|
|
|
(3,384
|
)
|
|||
Distributed equity in earnings of joint ventures
|
3,638
|
|
|
560
|
|
|
770
|
|
|||
Net cash provided by operating activities
|
100,370
|
|
|
99,240
|
|
|
144,628
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(44,940
|
)
|
|
(34,571
|
)
|
|
(32,297
|
)
|
|||
Purchase of cost method investment
|
(6,017
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(150
|
)
|
|||
Joint venture receipts (payments), net
|
405
|
|
|
(11
|
)
|
|
(1
|
)
|
|||
Proceeds from sale of assets
|
5,158
|
|
|
4,106
|
|
|
4,270
|
|
|||
Net cash used in investing activities
|
(45,394
|
)
|
|
(30,476
|
)
|
|
(28,178
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings from long-term debt
|
433,336
|
|
|
152,311
|
|
|
140,536
|
|
|||
Repayment of long-term debt
|
(481,757
|
)
|
|
(187,951
|
)
|
|
(231,103
|
)
|
|||
Proceeds from line of credit
|
—
|
|
|
135,500
|
|
|
266,500
|
|
|||
Repayment of line of credit
|
—
|
|
|
(135,500
|
)
|
|
(266,500
|
)
|
|||
Payment of debt issuance costs
|
(112
|
)
|
|
(1,011
|
)
|
|
(978
|
)
|
|||
Repurchase of Class A common stock
|
—
|
|
|
(3,479
|
)
|
|
(1,347
|
)
|
|||
Taxes paid related to net share settlement of share-based payment arrangements
|
(3,474
|
)
|
|
(2,213
|
)
|
|
(1,997
|
)
|
|||
Excess tax benefit from share-based payment arrangements
|
—
|
|
|
—
|
|
|
343
|
|
|||
Distributions to noncontrolling interests
|
(2,271
|
)
|
|
(2,126
|
)
|
|
(3,110
|
)
|
|||
Contingent consideration paid relating to business acquisitions
|
—
|
|
|
—
|
|
|
(759
|
)
|
|||
Dividends paid
|
(20,396
|
)
|
|
(20,444
|
)
|
|
(20,336
|
)
|
|||
Net cash used in financing activities
|
(74,674
|
)
|
|
(64,913
|
)
|
|
(118,751
|
)
|
|||
Effect of exchange rate changes on cash
|
166
|
|
|
213
|
|
|
(616
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(19,532
|
)
|
|
4,064
|
|
|
(2,917
|
)
|
|||
Cash and cash equivalents as of beginning of year
|
26,819
|
|
|
22,755
|
|
|
25,672
|
|
|||
Cash and cash equivalents as of end of year
|
$
|
7,287
|
|
|
$
|
26,819
|
|
|
$
|
22,755
|
|
|
Year Ended August 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
||||||
Cash paid (received) during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
7,016
|
|
|
$
|
6,077
|
|
|
$
|
7,138
|
|
Income taxes paid (refunds received), net
|
$
|
148
|
|
|
$
|
(5,691
|
)
|
|
$
|
(1,866
|
)
|
Schedule of noncash investing and financing transactions:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment included in current liabilities
|
$
|
11,082
|
|
|
$
|
8,268
|
|
|
$
|
6,086
|
|
|
Useful Life
(In Years)
|
Machinery and equipment
|
3 to 40
|
Land improvements
|
3 to 35
|
Buildings and leasehold improvements
|
5 to 40
|
Office equipment
|
3 to 20
|
Enterprise Resource Planning (“ERP”) systems
|
6 to 17
|
|
Year Ended August 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Reported within other asset impairment charges (recoveries), net:
|
|
|
|
|
|
||||||
Auto and Metals Recycling
|
|
|
|
|
|
||||||
Long-lived assets
|
$
|
—
|
|
|
$
|
7,336
|
|
|
$
|
41,676
|
|
Accelerated depreciation
|
—
|
|
|
6,208
|
|
|
—
|
|
|||
Investments in joint ventures
|
860
|
|
|
—
|
|
|
—
|
|
|||
Assets held for sale
|
(1,044
|
)
|
|
1,659
|
|
|
2,558
|
|
|||
Other assets
|
—
|
|
|
1,208
|
|
|
140
|
|
|||
Total Auto and Metals Recycling
|
(184
|
)
|
|
16,411
|
|
|
44,374
|
|
|||
Cascade Steel and Scrap
|
|
|
|
|
|
||||||
Accelerated depreciation
|
401
|
|
|
—
|
|
|
—
|
|
|||
Investments in joint ventures
|
(934
|
)
|
|
1,968
|
|
|
—
|
|
|||
Supplies inventory
|
—
|
|
|
2,224
|
|
|
—
|
|
|||
Total Cascade Steel and Scrap
|
(533
|
)
|
|
4,192
|
|
|
—
|
|
|||
Corporate - Other assets
|
—
|
|
|
79
|
|
|
745
|
|
|||
|
(717
|
)
|
|
20,682
|
|
|
45,119
|
|
|||
Reported within restructuring charges and other exit-related activities:
|
|
|
|
|
|
||||||
Long-lived assets
|
—
|
|
|
468
|
|
|
—
|
|
|||
Accelerated depreciation
|
96
|
|
|
630
|
|
|
3,836
|
|
|||
Supplies inventory
|
—
|
|
|
1,047
|
|
|
—
|
|
|||
Other assets
|
62
|
|
|
35
|
|
|
—
|
|
|||
Exit-related gains
|
(565
|
)
|
|
(1,337
|
)
|
|
—
|
|
|||
|
(407
|
)
|
|
843
|
|
|
3,836
|
|
|||
Reported within discontinued operations:
|
|
|
|
|
|
||||||
Long-lived assets
|
—
|
|
|
673
|
|
|
2,666
|
|
|||
Accelerated depreciation
|
—
|
|
|
274
|
|
|
—
|
|
|||
|
—
|
|
|
947
|
|
|
2,666
|
|
|||
Total
|
$
|
(1,124
|
)
|
|
$
|
22,472
|
|
|
$
|
51,621
|
|
•
|
Level 1
– Unadjusted quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 2
– Inputs other than quoted prices included within Level 1 that are observable for the determination of the fair value of the asset or liability, either directly or indirectly.
|
•
|
Level 3
– Unobservable inputs that are significant to the determination of the fair value of the asset or liability.
|
|
2017
|
|
2016
|
||||
Processed and unprocessed scrap metal
|
$
|
88,441
|
|
|
$
|
49,061
|
|
Semi-finished goods (billets)
|
3,243
|
|
|
8,320
|
|
||
Finished goods
|
40,462
|
|
|
40,646
|
|
||
Supplies
|
34,796
|
|
|
34,945
|
|
||
Inventories
|
$
|
166,942
|
|
|
$
|
132,972
|
|
|
2017
|
|
2016
|
||||
Machinery and equipment
|
$
|
683,364
|
|
|
$
|
659,641
|
|
Land and improvements
|
260,854
|
|
|
245,266
|
|
||
Buildings and leasehold improvements
|
111,077
|
|
|
104,121
|
|
||
Office equipment
|
48,517
|
|
|
49,924
|
|
||
ERP systems
|
17,884
|
|
|
17,735
|
|
||
Construction in progress
|
25,427
|
|
|
31,098
|
|
||
Property, plant and equipment, gross
|
1,147,123
|
|
|
1,107,785
|
|
||
Less: accumulated depreciation
|
(756,494
|
)
|
|
(714,965
|
)
|
||
Property, plant and equipment, net
|
$
|
390,629
|
|
|
$
|
392,820
|
|
|
AMR
|
||
Balance as of August 31, 2015
|
$
|
175,676
|
|
Foreign currency translation adjustment
|
16
|
|
|
Goodwill impairment charge
|
(8,845
|
)
|
|
Balance as of August 31, 2016
|
166,847
|
|
|
Foreign currency translation adjustment
|
988
|
|
|
Balance as of August 31, 2017
|
$
|
167,835
|
|
|
2017
|
|
2016
|
||||||||||||||||||||
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|||||||||||||
Covenants not to compete
|
$
|
6,094
|
|
|
$
|
(3,140
|
)
|
|
$
|
2,954
|
|
|
$
|
6,145
|
|
|
$
|
(2,791
|
)
|
|
$
|
3,354
|
|
Other intangible assets subject to amortization
(1)
|
1,162
|
|
|
(773
|
)
|
|
389
|
|
|
1,162
|
|
|
(666
|
)
|
|
496
|
|
||||||
Indefinite-lived intangibles
(2)
|
1,081
|
|
|
—
|
|
|
1,081
|
|
|
1,081
|
|
|
—
|
|
|
1,081
|
|
||||||
Total
|
$
|
8,337
|
|
|
$
|
(3,913
|
)
|
|
$
|
4,424
|
|
|
$
|
8,388
|
|
|
$
|
(3,457
|
)
|
|
$
|
4,931
|
|
(1)
|
Other intangible assets subject to amortization include leasehold interests, permits and licenses.
|
(2)
|
Indefinite-lived intangibles include trade names, permits and licenses, and real property options.
|
Years Ending August 31,
|
|
Estimated
Amortization
Expense
|
||
2018
|
|
$
|
456
|
|
2019
|
|
303
|
|
|
2020
|
|
274
|
|
|
2021
|
|
274
|
|
|
2022
|
|
273
|
|
|
Thereafter
|
|
1,763
|
|
|
Total
|
|
$
|
3,343
|
|
|
2017
|
|
2016
|
||||
Bank revolving credit facilities, interest at LIBOR plus a spread
|
$
|
140,000
|
|
|
$
|
180,000
|
|
Tax-exempt economic development revenue bonds due January 2021, redeemed and repaid in full in September 2016
|
—
|
|
|
7,700
|
|
||
Capital lease obligations due through February 2028
|
4,418
|
|
|
4,053
|
|
||
Other debt obligations
|
706
|
|
|
765
|
|
||
Total debt
|
145,124
|
|
|
192,518
|
|
||
Less current maturities
|
(721
|
)
|
|
(8,374
|
)
|
||
Debt, net of current maturities
|
$
|
144,403
|
|
|
$
|
184,144
|
|
Year Ending August 31,
|
|
Long-Term
Debt
|
|
Capital
Lease
Obligations
|
|
Total
|
||||||
2018
|
|
$
|
41
|
|
|
$
|
1,169
|
|
|
$
|
1,210
|
|
2019
|
|
153
|
|
|
1,043
|
|
|
1,196
|
|
|||
2020
|
|
92
|
|
|
1,022
|
|
|
1,114
|
|
|||
2021
|
|
140,050
|
|
|
885
|
|
|
140,935
|
|
|||
2022
|
|
53
|
|
|
753
|
|
|
806
|
|
|||
Thereafter
|
|
317
|
|
|
1,824
|
|
|
2,141
|
|
|||
Total
|
|
140,706
|
|
|
6,696
|
|
|
147,402
|
|
|||
Amounts representing interest and executory costs
|
|
—
|
|
|
(2,278
|
)
|
|
(2,278
|
)
|
|||
Total less interest
|
|
$
|
140,706
|
|
|
$
|
4,418
|
|
|
$
|
145,124
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,263
|
|
|
|
|
|
|
|
||||||
Loss from discontinued operations before income taxes
|
$
|
(390
|
)
|
|
$
|
(1,348
|
)
|
|
$
|
(7,227
|
)
|
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|||
Loss from discontinued operations, net of tax
|
$
|
(390
|
)
|
|
$
|
(1,348
|
)
|
|
$
|
(7,227
|
)
|
Year Ending August 31,
|
|
Operating
Leases
|
||
2018
|
|
$
|
19,572
|
|
2019
|
|
16,824
|
|
|
2020
|
|
13,333
|
|
|
2021
|
|
7,894
|
|
|
2022
|
|
5,317
|
|
|
Thereafter
|
|
22,410
|
|
|
Total
|
|
$
|
85,350
|
|
Balance 8/31/2015
|
|
Liabilities Established
(Released), Net |
|
Payments and Other
|
|
Ending Balance 8/31/2016
|
|
Liabilities Established
(Released),
Net
|
|
Payments and Other
|
|
Ending
Balance 8/31/2017
|
|
Short-Term
|
|
Long-Term
|
||||||||||||||||||
$
|
46,793
|
|
|
$
|
480
|
|
|
$
|
(923
|
)
|
|
$
|
46,350
|
|
|
$
|
2,560
|
|
|
$
|
(512
|
)
|
|
$
|
48,398
|
|
|
$
|
2,007
|
|
|
$
|
46,391
|
|
|
|
||||||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||||
|
All Other Plans
|
|
Q2’15 Plan
|
|
Total Charges
|
|
All Other Plans
|
|
Q2’15 Plan
|
|
Total Charges
|
|
All Other Plans
|
|
Q2’15 Plan
|
|
Total Charges
|
||||||||||||||||||
Restructuring charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Severance costs
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
4,915
|
|
|
$
|
4,915
|
|
|
$
|
391
|
|
|
$
|
5,330
|
|
|
$
|
5,721
|
|
Contract termination costs
|
255
|
|
|
139
|
|
|
394
|
|
|
311
|
|
|
796
|
|
|
1,107
|
|
|
377
|
|
|
1,245
|
|
|
1,622
|
|
|||||||||
Other restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,223
|
|
|
2,048
|
|
|
3,271
|
|
|||||||||
Total restructuring charges
|
255
|
|
|
115
|
|
|
370
|
|
|
311
|
|
|
5,711
|
|
|
6,022
|
|
|
1,991
|
|
|
8,623
|
|
|
10,614
|
|
|||||||||
Other exit-related activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Asset impairments and accelerated depreciation
|
—
|
|
|
158
|
|
|
158
|
|
|
—
|
|
|
3,127
|
|
|
3,127
|
|
|
—
|
|
|
6,502
|
|
|
6,502
|
|
|||||||||
Gains on exit-related disposals
|
—
|
|
|
(565
|
)
|
|
(565
|
)
|
|
—
|
|
|
(1,337
|
)
|
|
(1,337
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total other exit-related activities
|
—
|
|
|
(407
|
)
|
|
(407
|
)
|
|
—
|
|
|
1,790
|
|
|
1,790
|
|
|
—
|
|
|
6,502
|
|
|
6,502
|
|
|||||||||
Total restructuring charges and other exit-related activities
|
$
|
255
|
|
|
$
|
(292
|
)
|
|
$
|
(37
|
)
|
|
$
|
311
|
|
|
$
|
7,501
|
|
|
$
|
7,812
|
|
|
$
|
1,991
|
|
|
$
|
15,125
|
|
|
$
|
17,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Restructuring charges and other exit-related activities included in continuing operations
|
|
$
|
(109
|
)
|
|
|
|
|
|
$
|
6,781
|
|
|
|
|
|
|
$
|
13,008
|
|
|||||||||||||||
Restructuring charges and other exit-related activities included in discontinued operations
|
|
$
|
72
|
|
|
|
|
|
|
$
|
1,031
|
|
|
|
|
|
|
$
|
4,108
|
|
|
|
||
|
Q2’15 Plan
|
||
Total restructuring charges to date
|
$
|
14,449
|
|
Total expected restructuring charges
|
$
|
14,480
|
|
|
Q2’15 Plan
|
||||||||||||||||||||||||||
|
Balance 8/31/2015
|
|
Charges
|
|
Payments and Other
|
|
Balance 8/31/2016
|
|
Charges
|
|
Payments and Other
|
|
Balance 8/31/2017
|
||||||||||||||
Severance costs
|
$
|
1,226
|
|
|
$
|
4,915
|
|
|
$
|
(5,223
|
)
|
|
$
|
918
|
|
|
$
|
(24
|
)
|
|
$
|
(859
|
)
|
|
$
|
35
|
|
Contract termination costs
|
1,320
|
|
|
796
|
|
|
(957
|
)
|
|
1,159
|
|
|
139
|
|
|
(409
|
)
|
|
889
|
|
|||||||
Other restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
2,546
|
|
|
$
|
5,711
|
|
|
$
|
(6,180
|
)
|
|
$
|
2,077
|
|
|
$
|
115
|
|
|
$
|
(1,268
|
)
|
|
$
|
924
|
|
|
Total Charges to Date
(1)
|
|
Total Expected Charges
(1)
|
||||
Severance costs
|
$
|
10,251
|
|
|
$
|
10,251
|
|
Contract termination costs
|
2,149
|
|
|
2,180
|
|
||
Other restructuring costs
|
2,049
|
|
|
2,049
|
|
||
Total
|
$
|
14,449
|
|
|
$
|
14,480
|
|
(1)
|
Total charges to date and total expected charges by major type of cost reflect amounts related to the Q2'15 Plan only. Remaining charges related to prior plans are not expected to be material.
|
|
Fiscal 2017 Charges
|
|
Fiscal 2016 Charges
|
|
Fiscal 2015 Charges
|
|
Total Charges to Date
(2)
|
|
Total Expected Charges
(2)
|
||||||||||
Restructuring charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
AMR and CSS
(1)
|
$
|
250
|
|
|
$
|
4,995
|
|
|
$
|
6,944
|
|
|
$
|
9,488
|
|
|
$
|
9,504
|
|
Unallocated (Corporate)
|
48
|
|
|
943
|
|
|
2,228
|
|
|
3,226
|
|
|
3,226
|
|
|||||
Discontinued operations
|
72
|
|
|
84
|
|
|
1,442
|
|
|
1,735
|
|
|
1,750
|
|
|||||
Total restructuring charges
|
370
|
|
|
6,022
|
|
|
10,614
|
|
|
14,449
|
|
|
$
|
14,480
|
|
||||
Other exit-related activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Asset impairments and accelerated depreciation:
|
|
|
|
|
|
|
|
|
|
||||||||||
AMR
|
158
|
|
|
2,180
|
|
|
3,836
|
|
|
4,272
|
|
|
|
||||||
Discontinued operations
|
—
|
|
|
947
|
|
|
2,666
|
|
|
3,613
|
|
|
|
||||||
Total asset impairments and accelerated depreciation
|
158
|
|
|
3,127
|
|
|
6,502
|
|
|
7,885
|
|
|
|
||||||
Gains on exit-related disposals:
|
|
|
|
|
|
|
|
|
|
||||||||||
AMR
|
(565
|
)
|
|
(1,337
|
)
|
|
—
|
|
|
(1,902
|
)
|
|
|
||||||
Total gains on exit-related disposals
|
(565
|
)
|
|
(1,337
|
)
|
|
—
|
|
|
(1,902
|
)
|
|
|
||||||
Total exit-related activities
|
(407
|
)
|
|
1,790
|
|
|
6,502
|
|
|
5,983
|
|
|
|
||||||
Total restructuring charges and other exit-related activities
|
$
|
(37
|
)
|
|
$
|
7,812
|
|
|
$
|
17,116
|
|
|
$
|
20,432
|
|
|
|
(1)
|
CSS's steel manufacturing operations, formerly the SMB reportable segment, did not incur restructuring charges during the periods presented. CSS's metals recycling operations, formerly part of the AMR reportable segment, incurred an immaterial amount of restructuring charges during the periods presented. Therefore, the Company presents restructuring charges related to AMR and CSS on a combined basis.
|
(2)
|
Total charges to date and total expected charges by reportable segment and discontinued operations reflect amounts related to the Q2'15 Plan only. Remaining charges related to prior plans are not expected to be material.
|
|
Foreign Currency Translation Adjustments
|
|
Pension Obligations, net
|
|
Net Unrealized Gain (Loss) on Cash Flow Hedges
|
|
Total
|
||||||||
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
|
)
|
||||
Other comprehensive loss before reclassifications
|
(530
|
)
|
|
(2,139
|
)
|
|
—
|
|
|
(2,669
|
)
|
||||
Income tax benefit
|
—
|
|
|
167
|
|
|
—
|
|
|
167
|
|
||||
Other comprehensive loss before reclassifications, net of tax
|
(530
|
)
|
|
(1,972
|
)
|
|
—
|
|
|
(2,502
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
688
|
|
|
312
|
|
|
1,000
|
|
||||
Income tax benefit
|
—
|
|
|
(19
|
)
|
|
(72
|
)
|
|
(91
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
—
|
|
|
669
|
|
|
240
|
|
|
909
|
|
||||
Net periodic other comprehensive income (loss)
|
(530
|
)
|
|
(1,303
|
)
|
|
240
|
|
|
(1,593
|
)
|
||||
Balance as of August 31, 2016
|
(34,539
|
)
|
|
(5,576
|
)
|
|
—
|
|
|
(40,115
|
)
|
||||
Other comprehensive income before reclassifications
|
2,711
|
|
|
1,477
|
|
|
—
|
|
|
4,188
|
|
||||
Income tax expense
|
—
|
|
|
(194
|
)
|
|
—
|
|
|
(194
|
)
|
||||
Other comprehensive income before reclassifications, net of tax
|
2,711
|
|
|
1,283
|
|
|
—
|
|
|
3,994
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
851
|
|
|
—
|
|
|
851
|
|
||||
Income tax benefit
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
—
|
|
|
828
|
|
|
—
|
|
|
828
|
|
||||
Net periodic other comprehensive income
|
2,711
|
|
|
2,111
|
|
|
—
|
|
|
4,822
|
|
||||
Balance as of August 31, 2017
|
$
|
(31,828
|
)
|
|
$
|
(3,465
|
)
|
|
$
|
—
|
|
|
$
|
(35,293
|
)
|
|
Derivative Gain (Loss) Recognized in
|
||||||||||
|
Fiscal 2015
|
||||||||||
|
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
|
|
Foreign currency exchange forward contracts - not designated as cash flow hedges
|
—
|
|
|
—
|
|
|
(87
|
)
|
|
Number of
Shares
(in thousands)
|
|
Weighted
Average Grant
Date Fair Value
|
|
Fair Value
(1)
|
|||||
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
|
|
|
|
||
Granted
|
409
|
|
|
$
|
18.28
|
|
|
|
||
Vested
|
(145
|
)
|
|
$
|
30.86
|
|
|
$
|
16.36
|
|
Forfeited
|
(14
|
)
|
|
$
|
22.61
|
|
|
|
||
Outstanding as of August 31, 2016
|
735
|
|
|
$
|
21.59
|
|
|
|
||
Granted
|
315
|
|
|
$
|
20.95
|
|
|
|
||
Vested
|
(218
|
)
|
|
$
|
22.94
|
|
|
$
|
23.50
|
|
Forfeited
|
—
|
|
|
$
|
23.55
|
|
|
|
||
Outstanding as of August 31, 2017
|
832
|
|
|
$
|
21.00
|
|
|
|
(1)
|
Amounts represent the weighted average 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, 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
|
|
|
|
||
Granted
|
364
|
|
|
$
|
19.19
|
|
|
|
||
Vested
|
(194
|
)
|
|
$
|
28.82
|
|
|
$
|
16.86
|
|
Forfeited
|
(210
|
)
|
|
$
|
28.48
|
|
|
|
||
Outstanding as of August 31, 2016
|
595
|
|
|
$
|
21.02
|
|
|
|
||
Granted
|
302
|
|
|
$
|
21.52
|
|
|
|
||
Vested
|
(163
|
)
|
|
$
|
24.02
|
|
|
$
|
24.15
|
|
Forfeited
|
(83
|
)
|
|
$
|
24.02
|
|
|
|
||
Outstanding as of August 31, 2017
|
651
|
|
|
$
|
20.12
|
|
|
|
(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, 2014
|
526
|
|
|
$
|
32.25
|
|
|
2.2
|
|
$
|
335
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Canceled
|
(122
|
)
|
|
$
|
24.95
|
|
|
|
|
|
||
Outstanding as of August 31, 2015
|
404
|
|
|
$
|
34.46
|
|
|
1.3
|
|
$
|
—
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Canceled
|
(182
|
)
|
|
$
|
34.11
|
|
|
|
|
|
||
Outstanding as of August 31, 2016
|
222
|
|
|
$
|
34.75
|
|
|
1.0
|
|
$
|
—
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Canceled
|
(222
|
)
|
|
$
|
34.75
|
|
|
|
|
|
||
Outstanding as of August 31, 2017
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
(1)
|
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.
|
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
43,871
|
|
|
$
|
(4,303
|
)
|
|
$
|
(113,084
|
)
|
Foreign
|
4,819
|
|
|
(11,202
|
)
|
|
(87,380
|
)
|
|||
Total
|
$
|
48,690
|
|
|
$
|
(15,505
|
)
|
|
$
|
(200,464
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(1,130
|
)
|
|
$
|
23
|
|
|
$
|
(11,275
|
)
|
State
|
190
|
|
|
180
|
|
|
(84
|
)
|
|||
Foreign
|
(16
|
)
|
|
25
|
|
|
732
|
|
|||
Total current tax expense (benefit)
|
$
|
(956
|
)
|
|
$
|
228
|
|
|
$
|
(10,627
|
)
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
2,046
|
|
|
$
|
502
|
|
|
$
|
(4,752
|
)
|
State
|
232
|
|
|
54
|
|
|
2,805
|
|
|||
Foreign
|
—
|
|
|
(49
|
)
|
|
(41
|
)
|
|||
Total deferred tax expense (benefit)
|
2,278
|
|
|
507
|
|
|
(1,988
|
)
|
|||
Total income tax expense (benefit)
|
$
|
1,322
|
|
|
$
|
735
|
|
|
$
|
(12,615
|
)
|
|
2017
|
|
2016
|
|
2015
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of credits
|
1.8
|
|
|
1.3
|
|
|
1.1
|
|
Foreign income taxed at different rates
|
(1.9
|
)
|
|
(12.0
|
)
|
|
(7.7
|
)
|
Non-deductible officers’ compensation
|
2.2
|
|
|
(2.0
|
)
|
|
(0.1
|
)
|
Noncontrolling interests
|
(1.8
|
)
|
|
4.1
|
|
|
0.3
|
|
Research and development credits
|
(1.5
|
)
|
|
2.4
|
|
|
0.3
|
|
Valuation allowance on deferred tax assets
|
(31.2
|
)
|
|
(59.0
|
)
|
|
(25.2
|
)
|
Unrecognized tax benefits
|
1.3
|
|
|
(3.6
|
)
|
|
(0.6
|
)
|
Non-deductible goodwill
|
—
|
|
|
(0.9
|
)
|
|
(2.5
|
)
|
Realized foreign investment basis
|
(0.9
|
)
|
|
29.4
|
|
|
6.3
|
|
Other
|
(0.3
|
)
|
|
0.6
|
|
|
(0.6
|
)
|
Effective tax rate
|
2.7
|
%
|
|
(4.7
|
)%
|
|
6.3
|
%
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Environmental liabilities
|
$
|
11,187
|
|
|
$
|
11,048
|
|
Employee benefit accruals
|
13,692
|
|
|
12,620
|
|
||
State income tax and other
|
7,608
|
|
|
8,518
|
|
||
Net operating loss carryforwards
|
9,243
|
|
|
19,723
|
|
||
State credit carryforwards
|
6,678
|
|
|
6,352
|
|
||
Inventory valuation methods
|
690
|
|
|
—
|
|
||
Amortizable goodwill and other intangibles
|
41,793
|
|
|
47,023
|
|
||
Valuation allowances
|
(70,374
|
)
|
|
(86,917
|
)
|
||
Total deferred tax assets
|
$
|
20,517
|
|
|
$
|
18,367
|
|
Deferred tax liabilities:
|
|
|
|
||||
Accelerated depreciation and other basis differences
|
$
|
37,096
|
|
|
$
|
32,528
|
|
Prepaid expense acceleration
|
2,568
|
|
|
2,402
|
|
||
Inventory valuation methods
|
—
|
|
|
119
|
|
||
Total deferred tax liabilities
|
39,664
|
|
|
35,049
|
|
||
Net deferred tax liability
|
$
|
19,147
|
|
|
$
|
16,682
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Unrecognized tax benefits, as of the beginning of the year
|
$
|
4,724
|
|
|
$
|
3,970
|
|
|
$
|
2,780
|
|
Additions for tax positions of prior years
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
(120
|
)
|
|
(56
|
)
|
|
—
|
|
|||
Additions for tax positions of the current year
|
944
|
|
|
810
|
|
|
1,571
|
|
|||
Settlements with tax authorities
|
—
|
|
|
—
|
|
|
(381
|
)
|
|||
Unrecognized tax benefits, as of the end of the year
|
$
|
5,548
|
|
|
$
|
4,724
|
|
|
$
|
3,970
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) from continuing operations
|
$
|
47,368
|
|
|
$
|
(16,240
|
)
|
|
$
|
(187,849
|
)
|
Net income attributable to noncontrolling interests
|
(2,467
|
)
|
|
(1,821
|
)
|
|
(1,933
|
)
|
|||
Income (loss) from continuing operations attributable to SSI
|
44,901
|
|
|
(18,061
|
)
|
|
(189,782
|
)
|
|||
Loss from discontinued operations, net of tax
|
(390
|
)
|
|
(1,348
|
)
|
|
(7,227
|
)
|
|||
Net income (loss) attributable to SSI
|
$
|
44,511
|
|
|
$
|
(19,409
|
)
|
|
$
|
(197,009
|
)
|
Computation of shares:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding, basic
|
27,537
|
|
|
27,229
|
|
|
27,010
|
|
|||
Incremental common shares attributable to dilutive performance share, RSU and DSU awards
|
604
|
|
|
—
|
|
|
—
|
|
|||
Weighted average common shares outstanding, diluted
|
28,141
|
|
|
27,229
|
|
|
27,010
|
|
|
2017
|
|
2016
|
||||
Total assets:
|
|
|
|
||||
Auto and Metals Recycling
(1)
|
$
|
1,298,757
|
|
|
$
|
1,186,949
|
|
Cascade Steel and Scrap
|
696,269
|
|
|
696,031
|
|
||
Total segment assets
|
1,995,026
|
|
|
1,882,980
|
|
||
Corporate and eliminations
(2)
|
(1,061,271
|
)
|
|
(991,551
|
)
|
||
Total assets
|
$
|
933,755
|
|
|
$
|
891,429
|
|
Property, plant and equipment, net
(3)
|
$
|
390,629
|
|
|
$
|
392,820
|
|
(1)
|
AMR total assets include
$5 million
and
$6 million
as of
August 31, 2017 and 2016
, respectively, for investments in joint ventures. CSS total assets include
$7 million
and
$8 million
as of
August 31, 2017 and 2016
, respectively, for investment in joint ventures.
|
(2)
|
The substantial majority of Corporate and eliminations total assets is comprised of Corporate intercompany payables to the Company's operating segments and intercompany eliminations.
|
(3)
|
Property, plant and equipment, net includes
$17 million
and
$19 million
as of
August 31, 2017 and 2016
, respectively, at our Canadian locations.
|
|
2017
|
|
2016
|
|
2015
|
||||||
Auto and Metals Recycling:
|
|
|
|
|
|
||||||
Revenues
|
$
|
1,363,618
|
|
|
$
|
1,060,592
|
|
|
$
|
1,513,315
|
|
Less: Intersegment revenues
|
(15,647
|
)
|
|
(12,081
|
)
|
|
(33,029
|
)
|
|||
AMR external customer revenues
|
1,347,971
|
|
|
1,048,511
|
|
|
1,480,286
|
|
|||
Cascade Steel and Scrap:
|
|
|
|
|
|
||||||
Revenues
|
339,620
|
|
|
304,032
|
|
|
435,113
|
|
|||
Total revenues
|
$
|
1,687,591
|
|
|
$
|
1,352,543
|
|
|
$
|
1,915,399
|
|
Depreciation and amortization:
|
|
|
|
|
|
||||||
Auto and Metals Recycling
|
$
|
34,853
|
|
|
$
|
39,033
|
|
|
$
|
50,126
|
|
Cascade Steel and Scrap
|
12,525
|
|
|
13,052
|
|
|
14,164
|
|
|||
Segment depreciation and amortization
|
47,378
|
|
|
52,085
|
|
|
64,290
|
|
|||
Corporate
|
2,462
|
|
|
2,545
|
|
|
2,825
|
|
|||
Total depreciation and amortization
|
$
|
49,840
|
|
|
$
|
54,630
|
|
|
$
|
67,115
|
|
Capital expenditures:
|
|
|
|
|
|
||||||
Auto and Metals Recycling
|
$
|
34,575
|
|
|
$
|
26,623
|
|
|
$
|
21,845
|
|
Cascade Steel and Scrap
|
10,224
|
|
|
7,044
|
|
|
7,816
|
|
|||
Segment capital expenditures
|
44,799
|
|
|
33,667
|
|
|
29,661
|
|
|||
Corporate
|
141
|
|
|
904
|
|
|
2,636
|
|
|||
Total capital expenditures
|
$
|
44,940
|
|
|
$
|
34,571
|
|
|
$
|
32,297
|
|
Reconciliation of the Company’s segment operating income (loss) to income (loss) from continuing operations before income taxes:
|
|
|
|
|
|
||||||
Auto and Metals Recycling
(1)
|
$
|
91,405
|
|
|
$
|
23,168
|
|
|
$
|
(166,119
|
)
|
Cascade Steel and Scrap
(2)
|
5,275
|
|
|
4,696
|
|
|
20,535
|
|
|||
Segment operating income (loss)
|
96,680
|
|
|
27,864
|
|
|
(145,584
|
)
|
|||
Restructuring charges and other exit-related activities
|
109
|
|
|
(6,781
|
)
|
|
(13,008
|
)
|
|||
Corporate and eliminations
|
(40,776
|
)
|
|
(28,925
|
)
|
|
(36,937
|
)
|
|||
Operating income (loss)
|
56,013
|
|
|
(7,842
|
)
|
|
(195,529
|
)
|
|||
Interest expense
|
(8,081
|
)
|
|
(8,889
|
)
|
|
(9,191
|
)
|
|||
Other income, net
|
758
|
|
|
1,226
|
|
|
4,256
|
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
48,690
|
|
|
$
|
(15,505
|
)
|
|
$
|
(200,464
|
)
|
(1)
|
AMR operating income (loss) includes
$2 million
, less than
$1 million
and
$1 million
in income from joint ventures accounted for by the equity method in fiscal
2017
,
2016
and
2015
, respectively. AMR operating income (loss) includes a goodwill impairment charge of
$9 million
in fiscal
2016
, and other asset impairment charges (recoveries), net of less than
$(1) million
,
$16 million
and
$44 million
in fiscal
2017
,
2016
and
2015
, respectively.
|
(2)
|
CSS operating income includes
$1 million
, less than
$1 million
and
$1 million
in income from joint ventures accounted for by the equity method in fiscal
2017
,
2016
and
2015
, respectively. CSS operating income includes asset impairment charges (recoveries), net of
$(1) million
and
$4 million
in fiscal 2017 and 2016, respectively.
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues based on sales destination:
|
|
|
|
|
|
||||||
Foreign
|
$
|
894,265
|
|
|
$
|
683,569
|
|
|
$
|
984,910
|
|
Domestic
|
793,326
|
|
|
668,974
|
|
|
930,489
|
|
|||
Total revenues from external customers
|
$
|
1,687,591
|
|
|
$
|
1,352,543
|
|
|
$
|
1,915,399
|
|
|
|
|
|
|
|
||||||
Major product information:
|
|
|
|
|
|
||||||
Ferrous scrap metal
|
$
|
855,161
|
|
|
$
|
619,060
|
|
|
$
|
922,291
|
|
Nonferrous scrap metal
|
425,989
|
|
|
340,025
|
|
|
488,036
|
|
|||
Retail and other
|
126,235
|
|
|
123,553
|
|
|
130,035
|
|
|||
Finished steel products
|
280,206
|
|
|
269,355
|
|
|
363,795
|
|
|||
Semi-finished steel products
|
—
|
|
|
550
|
|
|
11,242
|
|
|||
Total revenues from external customers
|
$
|
1,687,591
|
|
|
$
|
1,352,543
|
|
|
$
|
1,915,399
|
|
|
2017
|
|
% of
Revenue
|
|
2016
|
|
% of
Revenue
|
|
2015
|
|
% of
Revenue
|
|||||||||
China
|
$
|
216,231
|
|
|
13
|
%
|
|
$
|
150,570
|
|
|
11
|
%
|
|
$
|
240,279
|
|
|
13
|
%
|
Turkey
(1)
|
N/A
|
|
|
N/A
|
|
|
163,696
|
|
|
12
|
%
|
|
225,040
|
|
|
12
|
%
|
(1)
|
N/A = Sales were less than the 10% threshold.
|
|
Fiscal 2017
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Revenues
|
$
|
334,161
|
|
|
$
|
382,084
|
|
|
$
|
477,088
|
|
|
$
|
494,258
|
|
Cost of goods sold
|
$
|
295,892
|
|
|
$
|
326,804
|
|
|
$
|
411,109
|
|
|
$
|
430,703
|
|
Operating income
|
$
|
587
|
|
|
$
|
14,171
|
|
|
$
|
19,147
|
|
|
$
|
22,108
|
|
Loss from discontinued operations, net of tax
|
$
|
(53
|
)
|
|
$
|
(95
|
)
|
|
$
|
(127
|
)
|
|
$
|
(114
|
)
|
Net income (loss) attributable to SSI
|
$
|
(1,326
|
)
|
|
$
|
11,037
|
|
|
$
|
16,565
|
|
|
$
|
18,235
|
|
Basic net income (loss) per share attributable to SSI
|
$
|
(0.05
|
)
|
|
$
|
0.40
|
|
|
$
|
0.60
|
|
|
$
|
0.66
|
|
Diluted net income (loss) per share attributable to SSI
|
$
|
(0.05
|
)
|
|
$
|
0.40
|
|
|
$
|
0.60
|
|
|
$
|
0.64
|
|
|
|||||||||||||||
|
Fiscal 2016
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Revenues
|
$
|
321,198
|
|
|
$
|
289,077
|
|
|
$
|
351,604
|
|
|
$
|
390,664
|
|
Cost of goods sold
|
$
|
284,854
|
|
|
$
|
259,670
|
|
|
$
|
294,738
|
|
|
$
|
336,726
|
|
Operating income (loss)
|
$
|
(4,028
|
)
|
|
$
|
(37,076
|
)
|
|
$
|
14,886
|
|
|
$
|
18,376
|
|
Loss from discontinued operations, net of tax
|
$
|
(65
|
)
|
|
$
|
(1,024
|
)
|
|
$
|
(116
|
)
|
|
$
|
(143
|
)
|
Net income (loss) attributable to SSI
|
$
|
(5,296
|
)
|
|
$
|
(41,245
|
)
|
|
$
|
11,000
|
|
|
$
|
16,132
|
|
Basic net income (loss) per share attributable to SSI
|
$
|
(0.20
|
)
|
|
$
|
(1.52
|
)
|
|
$
|
0.40
|
|
|
$
|
0.59
|
|
Diluted net income (loss) per share attributable to SSI
|
$
|
(0.20
|
)
|
|
$
|
(1.52
|
)
|
|
$
|
0.40
|
|
|
$
|
0.58
|
|
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 2017
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
2,315
|
|
|
$
|
126
|
|
|
$
|
(161
|
)
|
|
$
|
2,280
|
|
Deferred tax valuation allowance
|
|
$
|
86,917
|
|
|
$
|
690
|
|
|
$
|
(17,233
|
)
|
|
$
|
70,374
|
|
Fiscal 2016
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
2,496
|
|
|
$
|
131
|
|
|
$
|
(312
|
)
|
|
$
|
2,315
|
|
Deferred tax valuation allowance
|
|
$
|
78,304
|
|
|
$
|
8,613
|
|
|
$
|
—
|
|
|
$
|
86,917
|
|
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
|
|
Name
|
|
Age
|
|
Office
|
Tamara L. Lundgren
|
|
60
|
|
President and Chief Executive Officer
|
Richard D. Peach
|
|
54
|
|
Senior Vice President, Chief Financial Officer and Chief of Corporate Operations
|
Michael Henderson
|
|
58
|
|
Senior Vice President, Co-President, Auto and Metals Recycling, and Co-President, Cascade Steel and Scrap
|
Steven Heiskell
|
|
48
|
|
Senior Vice President and Co-President, Auto and Metals Recycling
|
Jeffrey Dyck
|
|
54
|
|
Senior Vice President and Co-President, Cascade Steel and Scrap
|
Peter Saba
|
|
56
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
Stefano Gaggini
|
|
46
|
|
Vice President, Corporate Controller and Principal Accounting Officer
|
(a) 1
|
|
|
The following financial statements are filed as part of this report:
|
|
|
The Report of Independent Registered Public Accounting Firm, the Company’s Consolidated Financial Statements, the Notes thereto and the quarterly financial data (unaudited) are on pages 52 through 93 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 94 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.
|
|
|
|
|
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
|
|
|
Third Amended and Restated Credit Agreement dated as of April 6, 2016 among Schnitzer Steel Industries, Inc., as the US Borrower, and Schnitzer Steel Canada Ltd., as a Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2016, and incorporated herein by reference.
|
|
|
|
|
10.5
|
|
|
Security Agreement dated as of April 6, 2016 among Schnitzer Steel Industries, Inc., the other Grantor's party thereto and Bank of America, N.A., as Administrative Agent. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2016, and incorporated herein by reference.
|
|
|
|
|
10.6
|
|
|
General Security Agreement dated as of April 6, 2016 between Schnitzer Steel Canada Ltd. and Bank of America, N.A., as Collateral Agent. Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2016, and incorporated herein by reference.
|
|
|
|
|
*10.7
|
|
|
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.
|
|
|
|
|
*10.8
|
|
|
Annual Incentive Compensation Plan, effective September 1, 2006. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2007, and incorporated herein by reference.
|
|
|
|
|
*10.9
|
|
|
1993 Stock Incentive Plan of the Registrant 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10.10
|
|
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.
|
|
|
|
*10.11
|
|
Deferred Compensation Plan for Non-Employee Directors. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 28, 2006, and incorporated herein by reference.
|
|
|
|
*10.12
|
|
Summary Sheet for 2017 Non-Employee Director Compensation. Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended February 28, 2017, and incorporated herein by reference.
|
|
|
|
*10.13
|
|
Amended and Restated Supplemental Executive Retirement Bonus Plan of the Registrant effective January 1, 2009. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2009, and incorporated herein by reference.
|
|
|
|
*10.14
|
|
Form of Change in Control Severance Agreement between the Registrant and executive officers other than Tamara L. Lundgren and used for agreements entered into prior to 2011. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 5, 2008, and incorporated herein by reference.
|
|
|
|
*10.15
|
|
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 Registrant's Annual Report on Form 10-K filed October 29, 2013 and incorporated herein by reference.
|
|
|
|
*10.16
|
|
Form of Change in Control Severance Agreement between the Registrant and executive officers and used for agreements entered into after 2014. Filed as Exhibit 10.16 to the Registrant's Annual Report on Form 10-K filed October 27, 2015, and incorporated herein by reference.
|
|
|
|
*10.17
|
|
Amended and Restated Employment Agreement by and between the Registrant and Tamara L. Lundgren dated October 29, 2008. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 4, 2008, and incorporated herein by reference.
|
|
|
|
*10.18
|
|
Amendment No. 1 dated June 29, 2011 to Amended and Restated Employment Agreement by and between the Registrant and Tamara L. Lundgren dated October 29, 2008. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2011 and incorporated herein by reference.
|
|
|
|
*10.19
|
|
|
|
|
|
*10.20
|
|
Amended and Restated Change in Control Severance Agreement by and between the Registrant and Tamara L. Lundgren dated October 29, 2008. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 4, 2008, and incorporated herein by reference.
|
|
|
|
*10.21
|
|
Form of Indemnification Agreement for Directors and certain officers used for agreements entered into prior to 2016. Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 28, 2006, and incorporated herein by reference.
|
|
|
|
*10.22
|
|
Form of Indemnification Agreement for Directors and certain officers used for agreements entered into after 2015. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 3, 2016, and incorporated herein by reference.
|
|
|
|
*10.23
|
|
Amended and Restated Employment Agreement by and between the Registrant and John D. Carter dated June 29, 2011. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2011 and incorporated herein by reference.
|
|
|
|
*10.24
|
|
Amendment No. 1 dated November 6, 2012 to the Amended and Restated Employment Agreement by and between the Registrant and John D. Carter dated June 29, 2011. Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2012 and incorporated herein by reference.
|
|
|
|
*10.25
|
|
|
|
|
|
|
|
|
|
*10.26
|
|
|
Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for award to chief executive officer on October 28, 2015. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2015 and incorporated herein by reference.
|
|
|
|
|
*10.27
|
|
|
Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for awards granted after fiscal 2012 through the first half of fiscal 2016. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2012 and incorporated herein by reference.
|
|
|
|
|
*10.28
|
|
|
Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for awards granted after the first half of fiscal 2016. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2016 and incorporated herein by reference.
|
|
|
|
|
*10.29
|
|
|
Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for award to certain employees on November 1, 2016. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2016 and incorporated herein by reference.
|
|
|
|
|
*10.30
|
|
|
Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in first half of fiscal 2016. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2015 and incorporated herein by reference.
|
|
|
|
|
*10.31
|
|
|
Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in second half of fiscal 2016. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2016 and incorporated herein by reference.
|
|
|
|
|
*10.32
|
|
|
Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in first half of fiscal 2017. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2016 and incorporated herein by reference.
|
|
|
|
|
*10.33
|
|
|
Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in second half of fiscal 2017. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2017 and incorporated herein by reference.
|
|
|
|
|
*10.34
|
|
|
Fiscal 2016 Annual Performance Bonus Program for Tamara L. Lundgren. Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2015 and incorporated herein by reference.
|
|
|
|
|
*10.35
|
|
|
Amendment No. 1 to Fiscal 2016 Annual Performance Bonus Program for Tamara L. Lundgren. Filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2016 and incorporated herein by reference.
|
|
|
|
|
*10.36
|
|
|
Fiscal 2017 Annual Performance Bonus Program for Tamara L. Lundgren. Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2016 and incorporated herein by reference.
|
|
|
|
|
21.1
|
|
|
|
|
|
|
|
23.1
|
|
|
|
|
|
|
|
24.1
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
101
|
|
|
The following financial information from Schnitzer Steel Industries, Inc.’s Annual Report on Form 10-K for the year ended August 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended August 31, 2017, 2016 and 2015, (ii) Consolidated Balance Sheets as of August 31, 2017 and August 31, 2016, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended August 31, 2017, 2016 and 2015, (iv) Consolidated Statements of Cash Flows for the years ended August 31, 2017, 2016 and 2015, and (v) the Notes to Consolidated Financial Statements.
|
|
SCHNITZER STEEL INDUSTRIES, INC.
|
||
Dated: October 24, 2017
|
By:
|
|
/s/ RICHARD D. PEACH
|
|
|
|
Richard D. Peach
|
|
|
|
Senior Vice President, Chief Financial Officer and Chief of Corporate Operations
|
Signature
|
|
Title
|
|
|
|
Principal Executive Officer:
|
|
|
|
|
|
/s/ TAMARA L. LUNDGREN
|
|
President and Chief Executive Officer and Director
|
Tamara L. Lundgren
|
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
|
/s/ RICHARD D. PEACH
|
|
Senior Vice President, Chief Financial Officer and Chief of Corporate Operations
|
Richard D. Peach
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
|
/s/ STEFANO GAGGINI
|
|
Vice President, Corporate Controller and Principal Accounting Officer
|
Stefano Gaggini
|
|
|
|
|
|
Directors:
*DAVID J. ANDERSON
|
|
Director
|
|
||
David J. Anderson
|
|
|
|
|
|
*JOHN D. CARTER
|
|
Director
|
John D. Carter
|
|
|
|
|
|
*WAYLAND R. HICKS
|
|
Director
|
Wayland R. Hicks
|
|
|
|
|
|
*DAVID L. JAHNKE
|
|
Director
|
David L. Jahnke
|
|
|
Signature
|
|
Title
|
|
|
|
*JUDITH A. JOHANSEN
|
|
Director
|
Judith A. Johansen
|
|
|
|
|
|
*WILLIAM D. LARSSON
|
|
Director
|
William D. Larsson
|
|
|
|
|
|
*MICHAEL SUTHERLIN
|
|
Director
|
Michael Sutherlin
|
|
|
|
|
|
|
|
*By:
|
|
/s/ RICHARD D. PEACH
|
|
|
|
|
Attorney-in-fact, Richard D. Peach
|
|
|
1.
|
Amendment to Section 4(a)
. Section 4(a) of the Employment Agreement shall be amended by deleting the first sentence thereof in its entirety and replacing it with the following new first sentence:
|
2.
|
Counterparts
. This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission (to which a PDF copy is attached) shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.
|
3.
|
Ratification
. All other provisions of the Employment Agreement remain unchanged and are hereby ratified by the Company and Executive.
|
|
SCHNITZER STEEL INDUSTRIES, INC.
|
|
|||
|
|
|
|
|
|
|
By:
|
/s/ Judith K. Johansen
|
|
|
|
|
|
Name: Judith K. Johansen
|
|
|
|
|
|
Title: Chair, Compensation Committee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXECUTIVE
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tamara L. Lundgren
|
|
|
|
|
|
Tamara L. Lundgren
|
|
|
1.
|
The Agreement
shall now be entitled “Agreement for Services.”
|
2.
|
Amendment to Section 7(e)
. Section 7(e), subsection (iii) of the Agreement for Services shall be amended to read as follows:
|
3.
|
Counterparts.
This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
SCHNITZER STEEL INDUSTRIES, INC.
|
|
CHAIRMAN
|
|
|
|
|
|
By:
|
/s/ Judith Johansen
|
|
/s/ John D. Carter
|
|
Judith Johansen
|
|
John D. Carter
|
|
Chair of the Compensation Committee
|
|
|
/s/ David J. Anderson
|
DAVID J. ANDERSON
|
/s/ John D. Carter
|
JOHN D. CARTER
|
/s/ Wayland R. Hicks
|
WAYLAND R. HICKS
|
/s/ David L. Jahnke
|
DAVID L. JAHNKE
|
/s/ Judith A. Johansen
|
JUDITH A. 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, Chief Financial Officer and Chief of Corporate Operations
|
(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, Chief Financial Officer and Chief of Corporate Operations
|