Document
Table of Contents

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
For the Quarterly Period Ended February 28, 2017
Or
o
Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
For the Transition Period from _______ to_______
 
Commission File Number 0-22496
SCHNITZER STEEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
OREGON
 
93-0341923
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
299 SW Clay Street, Suite 350
Portland, Oregon
 
97201
(Address of principal executive offices)
 
(Zip Code)
 (503) 224-9900
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)
Large accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o
Smaller Reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o    No  x
The Registrant had 26,841,827 shares of Class A common stock, par value of $1.00 per share, and 200,000 shares of Class B common stock, par value of $1.00 per share, outstanding as of April 4, 2017.

 
 
 
 
 

Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.
INDEX
 
 
PAGE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Table of Contents

FORWARD-LOOKING STATEMENTS
Statements and information included in this Quarterly Report on Form 10-Q by Schnitzer Steel Industries, Inc. (the “Company”) that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Except as noted herein or as the context may otherwise require, all references to “we,” “our,” “us,” and “SSI” refer to the Company and its consolidated subsidiaries.
Forward-looking statements in this Quarterly Report on Form 10-Q include statements regarding future events or our expectations, intentions, beliefs and strategies regarding the future, which may include statements regarding trends, cyclicality and changes in the markets we sell into; the Company's outlook or expected results, including pricing, margins, sales volumes and profitability; strategic direction or goals; targets; changes to manufacturing and production processes; the cost of and the status of any agreements or actions related to our compliance with environmental and other laws; expected tax rates, deductions and credits; the realization of deferred tax assets; planned capital expenditures; liquidity positions; ability to generate cash from continuing operations; the potential impact of adopting new accounting pronouncements; obligations under our retirement plans; benefits, savings or additional costs from business realignment, cost containment and productivity improvement programs; and the adequacy of accruals.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and often contain words such as “outlook,” “target,” “aim,” “believes,” “expects,” “anticipates,” “intends,” “assumes,” “estimates,” “evaluates,” “may,” “will,” “should,” “could,” “opinions,” “forecasts,” “projects,” “plans,” “future,” “forward,” “potential,” “probable,” and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.
We may make other forward-looking statements from time to time, including in reports filed with the Securities and Exchange Commission, press releases, presentations and on public conference calls. All forward-looking statements we make are based on information available to us at the time the statements are made, and we assume no obligation to update any forward-looking statements, except as may be required by law. Our business is subject to the effects of changes in domestic and global economic conditions and a number of other risks and uncertainties that could cause actual results to differ materially from those included in, or implied by, such forward-looking statements. Some of these risks and uncertainties are discussed in “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K and Part II of this Quarterly Report on Form 10-Q. Examples of these risks include: potential environmental cleanup costs related to the Portland Harbor Superfund site; the cyclicality and impact of general economic conditions; instability in international markets; volatile supply and demand conditions affecting prices and volumes in the markets for both our products and raw materials we purchase; imbalances in supply and demand conditions in the global steel industry; the impact of goodwill impairment charges; the impact of long-lived asset and joint venture investment impairment charges; the realization of expected benefits or cost reductions associated with productivity improvement and restructuring initiatives; difficulties associated with acquisitions and integration of acquired businesses; customer fulfillment of their contractual obligations; changes in the relative value of the U.S. dollar; the impact of foreign currency fluctuations; potential limitations on our ability to access capital resources and existing credit facilities; restrictions on our business and financial covenants under our bank credit agreement; the impact of consolidation in the steel industry; inability to realize expected benefits from investments in technology; freight rates and the availability of transportation; the impact of equipment upgrades, equipment failures and facility damage on production; product liability claims; the impact of legal proceedings and legal compliance; the adverse impact of climate change; the impact of not realizing deferred tax assets; the impact of tax increases and changes in tax rules; the impact of a cybersecurity incident; costs associated with compliance with environmental regulations; inability to obtain or renew business licenses and permits; compliance with greenhouse gas emission regulations; reliance on employees subject to collective bargaining agreements; and the impact of the underfunded status of multiemployer plans in which we participate.


3
Table of Contents

PART I. FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS (UNAUDITED)
SCHNITZER STEEL INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except per share amounts)
 
February 28, 2017
 
August 31, 2016
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
9,830

 
$
26,819

Accounts receivable, net of allowance for doubtful accounts of $2,365
and $2,315
132,790

 
113,952

Inventories
168,889

 
132,972

Refundable income taxes
1,442

 
1,254

Prepaid expenses and other current assets
18,547

 
24,809

Total current assets
331,498

 
299,806

Property, plant and equipment, net of accumulated depreciation of $733,771 and $714,965
384,883

 
392,820

Investments in joint ventures
13,057

 
13,616

Goodwill
166,534

 
166,847

Intangibles, net of accumulated amortization of $3,596 and $3,457
4,779

 
4,931

Other assets
19,699

 
13,409

Total assets
$
920,450

 
$
891,429

Liabilities and Equity
 
 
 
Current liabilities:
 
 
 
Short-term borrowings
$
676

 
$
8,374

Accounts payable
72,641

 
58,439

Accrued payroll and related liabilities
26,977

 
29,116

Environmental liabilities
1,342

 
1,967

Other accrued liabilities
33,387

 
35,758

Total current liabilities
135,023

 
133,654

Deferred income taxes
17,489

 
16,682

Long-term debt, net of current maturities
208,801

 
184,144

Environmental liabilities, net of current portion
46,228

 
44,383

Other long-term liabilities
10,225

 
11,134

Total liabilities
417,766

 
389,997

Commitments and contingencies (Note 6)

 

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, 26,842 and 26,482 shares issued and outstanding
26,842

 
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
32,965

 
30,948

Retained earnings
479,432

 
480,100

Accumulated other comprehensive loss
(40,894
)
 
(40,115
)
Total SSI shareholders’ equity
498,545

 
497,721

Noncontrolling interests
4,139

 
3,711

Total equity
502,684

 
501,432

Total liabilities and equity
$
920,450

 
$
891,429

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
are an integral part of these statements.

4
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SCHNITZER STEEL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share amounts)
 
Three Months Ended
 
Six Months Ended
 
2/28/2017
 
2/29/2016
 
2/28/2017
 
2/29/2016
Revenues
$
382,084

 
$
289,077

 
$
716,245

 
$
610,275

Operating expense:
 
 
 
 
 
 
 
Cost of goods sold
326,804

 
259,670

 
622,696

 
544,524

Selling, general and administrative
43,823

 
33,599

 
81,315

 
72,017

(Income) loss from joint ventures
(2,220
)
 
290

 
(2,632
)
 
319

Goodwill impairment charge
—

 
8,845

 
—

 
8,845

Other asset impairment charges
—

 
18,458

 
401

 
18,458

Restructuring charges and other exit-related activities
(494
)
 
5,291

 
(293
)
 
7,216

Operating income (loss)
14,171

 
(37,076
)
 
14,758

 
(41,104
)
Interest expense
(2,097
)
 
(2,015
)
 
(3,838
)
 
(3,874
)
Other income, net
357

 
438

 
794

 
845

Income (loss) from continuing operations before income taxes
12,431

 
(38,653
)
 
11,714

 
(44,133
)
Income tax expense
(637
)
 
(1,293
)
 
(575
)
 
(715
)
Income (loss) from continuing operations
11,794

 
(39,946
)
 
11,139

 
(44,848
)
Loss from discontinued operations, net of tax
(95
)
 
(1,024
)
 
(148
)
 
(1,089
)
Net income (loss)
11,699

 
(40,970
)
 
10,991

 
(45,937
)
Net income attributable to noncontrolling interests
(662
)
 
(275
)
 
(1,280
)
 
(604
)
Net income (loss) attributable to SSI
$
11,037

 
$
(41,245
)
 
$
9,711

 
$
(46,541
)
 
 
 
 
 
 
 
 
Net income (loss) per share attributable to SSI:
 
 
 
 
 
 
 
Basic:


 
 
 
 
 
 
Income (loss) per share from continuing operations attributable to SSI
$
0.40

 
$
(1.48
)
 
$
0.36

 
$
(1.67
)
Loss per share from discontinued operations attributable to SSI
—

 
(0.04
)
 
(0.01
)
 
(0.04
)
Net income (loss) per share attributable to SSI
$
0.40

 
$
(1.52
)
 
$
0.35

 
$
(1.71
)
Diluted:
 
 
 
 
 
 
 
Income (loss) per share from continuing operations attributable to SSI
$
0.40

 
$
(1.48
)
 
$
0.35

 
$
(1.67
)
Loss per share from discontinued operations attributable to SSI
—

 
(0.04
)
 
(0.01
)
 
(0.04
)
Net income (loss) per share attributable to SSI(1)
$
0.40

 
$
(1.52
)
 
$
0.35

 
$
(1.71
)
Weighted average number of common shares:
 
 
 
 
 
 
 
Basic
27,524

 
27,201

 
27,447

 
27,178

Diluted
27,864

 
27,201

 
27,814

 
27,178

Dividends declared per common share
$
0.1875

 
$
0.1875

 
$
0.3750

 
$
0.3750

 ____________________________
(1)
May not foot due to rounding.
 
The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
are an integral part of these statements.

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Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, in thousands)
 
Three Months Ended
 
Six Months Ended
 
2/28/2017
 
2/29/2016
 
2/28/2017
 
2/29/2016
Net income (loss)
$
11,699

 
$
(40,970
)
 
$
10,991

 
$
(45,937
)
Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
240

 
(892
)
 
(794
)
 
(1,901
)
Cash flow hedges, net
—

 
—

 
—

 
240

Pension obligations, net
80

 
64

 
15

 
105

Total other comprehensive income (loss), net of tax
320

 
(828
)
 
(779
)
 
(1,556
)
Comprehensive income (loss)
12,019

 
(41,798
)
 
10,212

 
(47,493
)
Less comprehensive income attributable to noncontrolling interests
(662
)
 
(275
)
 
(1,280
)
 
(604
)
Comprehensive income (loss) attributable to SSI
$
11,357

 
$
(42,073
)
 
$
8,932

 
$
(48,097
)
The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
are an integral part of these statements.


6
Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 
Six Months Ended
 
2/28/2017
 
2/29/2016
Cash flows from operating activities:
 
 
 
Net income (loss)
$
10,991

 
$
(45,937
)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
 
 
 
Depreciation and amortization
25,141

 
28,953

Exit-related (gains), asset impairments and accelerated depreciation, net
(404
)
 
3,008

Goodwill impairment charge
—

 
8,845

Other asset impairment charges
401

 
18,458

Share-based compensation expense
5,570

 
2,627

Deferred income taxes
529

 
521

Inventory write-down
—

 
478

Undistributed equity in earnings of joint ventures
(2,632
)
 
319

(Gain) loss on disposal of assets
74

 
(118
)
Unrealized foreign exchange gain, net
(55
)
 
(5
)
Bad debt expense, net
56

 
140

Changes in assets and liabilities:
 
 
 
Accounts receivable
(24,506
)
 
26,026

Inventories
(30,423
)
 
12,579

Income taxes
(188
)
 
(4
)
Prepaid expenses and other current assets
4,407

 
2,761

Other long-term assets
18

 
842

Accounts payable
17,058

 
423

Accrued payroll and related liabilities
(2,122
)
 
(8,799
)
Other accrued liabilities
(1,021
)
 
(3,154
)
Environmental liabilities
1,274

 
(916
)
Other long-term liabilities
(875
)
 
86

Distributed equity in earnings of joint ventures
2,939

 
200

Net cash provided by operating activities
6,232

 
47,333

Cash flows from investing activities:
 
 
 
Capital expenditures
(21,542
)
 
(15,611
)
Purchase of cost method investment
(6,017
)
 
—

Joint venture receipts, net
273

 
28

Proceeds from sale of assets
1,577

 
988

Net cash used in investing activities
(25,709
)
 
(14,595
)
Cash flows from financing activities:
 
 
 
Borrowings from long-term debt
245,633

 
49,160

Repayment of long-term debt
(228,673
)
 
(79,456
)
Proceeds from line of credit
—

 
115,500

Repayment of line of credit
—

 
(115,500
)
Payment of debt issuance costs
(109
)
 
—

Taxes paid related to net share settlement of share-based payment arrangements
(3,301
)
 
(1,895
)
Repurchase of Class A common stock
—

 
(3,479
)
Distributions to noncontrolling interest
(852
)
 
(971
)
Dividends paid
(10,122
)
 
(10,117
)
Net cash provided by (used in) financing activities
2,576

 
(46,758
)
Effect of exchange rate changes on cash
(88
)
 
205

Net decrease in cash and cash equivalents
(16,989
)
 
(13,815
)
Cash and cash equivalents as of beginning of period
26,819

 
22,755

Cash and cash equivalents as of end of period
$
9,830

 
$
8,940

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
are an integral part of these statements.

7
Table of Contents


SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation
The accompanying Unaudited Condensed Consolidated Financial Statements of Schnitzer Steel Industries, Inc. (the “Company”) have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q, including Article 10 of Regulation S-X. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all normal, recurring adjustments considered necessary for a fair statement have been included. Management suggests that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2016. The results for the three and six months ended February 28, 2017 and February 29, 2016 are not necessarily indicative of the results of operations for the entire fiscal year.
Discontinued Operations
The results of discontinued operations are presented separately, net of tax, from the results of ongoing operations for all periods presented. The expenses included in the results of discontinued operations are the direct operating expenses incurred by the disposed components that may be reasonably segregated from the costs of the ongoing operations of the Company. Asset impairments related to the disposed components are also included in the results of discontinued operations. See Note 10 - Discontinued Operations and the Asset Impairment Charges section of this Note for further detail.
Cash and Cash Equivalents
Cash and cash equivalents include short-term securities that are not restricted by third parties and have an original maturity date of 90 days or less. Included in accounts payable are book overdrafts representing outstanding checks in excess of funds on deposit of $13 million and $3 million as of February 28, 2017 and August 31, 2016, respectively.
Assets Held for Sale
An asset is classified as held for sale upon meeting certain criteria specified in the accounting standards. An asset classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell with no further adjustments for depreciation. During the second quarter of fiscal 2016, the Company recorded an impairment charge for the initial and subsequent write-down of certain equipment assets held for sale of $2 million, which is reported within other asset impairment charges in the Unaudited Condensed Consolidated Statements of Operations. The Company determined fair value using Level 3 inputs under the fair value hierarchy consisting of information provided by brokers and other external sources along with management's own assumptions. Assets held for sale were less than $1 million as of August 31, 2016. The Company did not have any assets held for sale as of February 28, 2017.
Long-Lived Assets
The Company tests long-lived tangible and intangible assets for impairment at the asset group level, which is determined based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. For the Company's metals recycling operations, an asset group is generally comprised of the regional shredding and export operation along with surrounding feeder yards. For regions with no shredding and export operations, each metals recycling yard is an asset group. For the Company's auto parts operations, generally each auto parts store is an asset group. The Company's steel manufacturing business is a single asset group. The Company tests its asset groups for impairment when certain triggering events or changes in circumstances indicate that the carrying value of the asset group may be impaired. If the carrying value of the asset group is not recoverable because it exceeds the Company’s estimate of future undiscounted cash flows from the use and eventual disposition of the asset group, an impairment loss is recognized by the amount the carrying value exceeds its fair value, if any. The impairment loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group shall not reduce the carrying amount of that asset below its fair value. Fair value is determined primarily using the cost and market approaches.

8
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


During the second quarter of fiscal 2016, the Company recorded an impairment charge on long-lived tangible and intangible assets associated with certain regional metals recycling operations and used auto parts store locations.
With respect to individual long-lived assets, changes in circumstances may merit a change in the estimated useful lives or salvage values of the assets, which are accounted for prospectively in the period of change. For such assets, the useful life is shortened based on the Company's current plans to dispose of or abandon the asset before the end of its original useful life and depreciation is accelerated beginning when that determination is made. During the first quarter of fiscal 2017, the Company recognized accelerated depreciation primarily due to shortening the useful lives of decommissioned machinery and equipment assets. During the second quarter of fiscal 2016, the Company recognized accelerated depreciation due to shortened useful lives in connection with site closures and idled equipment.
See the Asset Impairment Charges section of this Note for tabular presentation of long-lived asset impairment charges and accelerated depreciation. Long-lived asset impairment charges and accelerated depreciation are reported in the Unaudited Condensed Consolidated Statements of Operations within (1) other asset impairment charges; (2) restructuring charges and other exit-related activities, if related to a site closure not qualifying for discontinued operations reporting; or (3) loss from discontinued operations, if related to a component of the Company qualifying for discontinued operations reporting.
Investments in Joint Ventures
A loss in value of an investment in a joint venture is recognized when the decline is other than a temporary. Management considers all available evidence to evaluate the realizable value of its investments including the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the joint venture business, and the Company’s intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value. Once management determines that an other-than-temporary impairment exists, the investment is written down to its fair value, which establishes a new cost basis. The Company determines fair value using Level 3 inputs under the fair value hierarchy using an income approach based on a discounted cash flow analysis. During the second quarter of fiscal 2016, the Company recorded an impairment charge of $2 million related to an investment in a joint venture, which is reported within other asset impairment charges in the Unaudited Condensed Consolidated Statements of Operations.
During the second quarter of fiscal 2017, one of the Company's other joint venture interests sold real estate resulting in recognition of a $6 million gain by the joint venture, $3 million of which is attributable to the Company's investment. The Company's share of the gain is reported within (income) loss from joint ventures in the Unaudited Condensed Consolidated Statements of Operations for the three and six months ended February 28, 2017. Based on the Company's equity in the earnings of the joint venture for the six months ended February 28, 2017, the joint venture qualifies as a significant unconsolidated subsidiary within the criteria of SEC Regulation S-X, thereby requiring separate summarized income statement information for the joint venture. The joint venture's principal business activity is real estate holdings and the foregoing real estate sale was its only significant transaction during the periods presented. For the three and six months ended February 28, 2017 and February 29, 2016, the joint venture had substantially no revenues or gross profit. For the three and six months ended February 28, 2017, the joint venture had net income of $6 million, $3 million of which is attributable to the Company's investment. For the three and six months ended February 29, 2016, the joint venture had substantially no net income.
Cost Method Investment
During the second quarter of fiscal 2017, the Company invested $6 million in a privately-held waste and recycling entity. The Company's influence over the operating and financial policies of the entity is not significant and, thus, the investment is accounted for under the cost method. Under the cost method, the investment is carried at cost and adjusted only for other-than-temporary impairments, certain distributions and additional investments. The investment is presented as part of the Auto and Metals Recycling ("AMR") reportable segment and reported within other assets in the Unaudited Condensed Consolidated Balance Sheets. The Company does not hold any other cost-method investments. As of February 28, 2017, the Company had not identified any events or changes in circumstances that may have a significant adverse effect on the fair value of the investment or indicators of other-than-temporary impairment.

9
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Asset Impairment Charges
The following asset impairment charges, excluding goodwill impairment charges discussed below in this Note, were recorded in the Unaudited Condensed Consolidated Statements of Operations (in thousands):
 
Three Months Ended
 
Six Months Ended
 
2/28/2017
 
2/29/2016
 
2/28/2017
 
2/29/2016
Reported within other asset impairment charges(1):
 
 
 
 
 
 
 
Long-lived assets
$
—

 
$
7,336

 
$
—

 
$
7,336

Accelerated depreciation(1)
—

 
6,208

 
401

 
6,208

Investment in joint venture
—

 
1,968

 
—

 
1,968

Assets held for sale
—

 
1,659

 
—

 
1,659

Other assets(1)
—

 
1,287

 
—

 
1,287

 
—

 
18,458

 
401

 
18,458

Reported within restructuring charges and other exit-related activities:
 
 
 
 
 
 
 
Long-lived assets
—

 
329

 
—

 
329

Accelerated depreciation
—

 
630

 
96

 
630

Other assets
—

 
1,102

 
62

 
1,102

 
—

 
2,061

 
158

 
2,061

Reported within discontinued operations:
 
 
 
 
 
 
 
Long-lived assets
—

 
673

 
—

 
673

Accelerated depreciation
—

 
274

 
—

 
274

 
—

 
947

 
—

 
947

Total
$
—

 
$
21,466

 
$
559

 
$
21,466

_____________________________
(1)
Other asset impairment charges were incurred in AMR, except for $401 thousand of accelerated depreciation related to the Steel Manufacturing Business ("SMB") reportable segment for the six months ended February 28, 2017, and $79 thousand of impairment charges on Other assets related to Corporate for the three and six months ended February 29, 2016.
Goodwill
Goodwill represents the excess of the purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company evaluates goodwill for impairment annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Impairment of goodwill is tested at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (referred to as a component). A component of an operating segment is required to be identified as a reporting unit if the component is a business for which discrete financial information is available and segment management regularly reviews its operating results.
When testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, the Company is then required to perform the two-step quantitative impairment test, otherwise no further analysis is required. The Company also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test.
In the first step of the two-step quantitative impairment test, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess.

10
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The Company estimates the fair value of its reporting units using an income approach based on the present value of expected future cash flows, including terminal value, utilizing a market-based weighted average cost of capital (“WACC”) determined separately for each reporting unit. The determination of fair value involves the use of significant estimates and assumptions, including revenue growth rates driven by future commodity prices and volume expectations, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates, discount rates, benefits associated with a taxable transaction and synergistic benefits available to market participants. In addition, to corroborate the reporting units’ valuation, the Company uses a market approach based on earnings multiple data and a reconciliation of the Company’s estimate of the aggregate fair value of the reporting units to the Company’s market capitalization, including consideration of a control premium. 
During the second quarter of fiscal 2016, management identified the combination of sustained weak market conditions at such time, including the adverse effects of lower commodity selling prices and the constraining impact of the lower price environment on the supply of raw materials which negatively impacted volumes, the Company’s financial performance and a decline in the Company’s market capitalization at such time as a triggering event requiring an interim impairment test of goodwill allocated to its reporting units. In connection with the interim impairment test performed in the second quarter of fiscal 2016, the Company used a measurement date of February 1, 2016. For a reporting unit within AMR with $9 million of goodwill as of February 1, 2016, the first step of the impairment test showed that the fair value of the reporting unit was less than its carrying amount, indicating a potential impairment. Based on the second step of the impairment test, the Company concluded that no implied fair value of goodwill remained for the reporting unit, resulting in an impairment of the entire carrying amount of the reporting unit's goodwill totaling $9 million. For the reporting unit within AMR carrying the remainder, or $166 million, of the Company's goodwill as of February 1, 2016, the estimated fair value of the reporting unit exceeded its carrying value by approximately 27% and, thus, the Company did not record a goodwill impairment charge.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable, and notes and other contractual receivables from suppliers. The majority of cash and cash equivalents is maintained with major financial institutions. Balances with these and certain other institutions exceeded the Federal Deposit Insurance Corporation insured amount of $250,000 as of February 28, 2017. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically diverse customers make up the Company’s customer base. The Company controls credit risk through credit approvals, credit limits, credit insurance, letters of credit or other collateral, cash deposits and monitoring procedures. The Company is exposed to a residual credit risk with respect to open letters of credit by virtue of the possibility of the failure of a bank providing a letter of credit. The Company had $43 million and $40 million of open letters of credit as of February 28, 2017 and August 31, 2016, respectively.
Financial Instruments
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and debt. The Company uses the market approach to value its financial assets and liabilities, determined using available market information. The net carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments. For long-term debt, which is primarily at variable interest rates, fair value is estimated using observable inputs (Level 2) and approximates its carrying value.
Fair Value Measurements
Fair value is measured using inputs from the three levels of the fair value hierarchy. Classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are described as follows:
•
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities.
•
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the determination of the fair value of the asset or liability, either directly or indirectly.
•
Level 3 – Unobservable inputs that are significant to the determination of the fair value of the asset or liability.
When developing the fair value measurements, the Company uses quoted market prices whenever available or seeks to maximize the use of observable inputs and minimize the use of unobservable inputs when quoted market prices are not available.

11
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Restructuring Charges
Restructuring charges consist of severance, contract termination and other restructuring-related costs. A liability for severance costs is typically recognized when the plan of termination has been communicated to the affected employees and is measured at its fair value at the communication date. Contract termination costs consist primarily of costs that will continue to be incurred under operating leases for their remaining terms without economic benefit to the Company. A liability for contract termination costs is recognized at the date the Company ceases using the rights conveyed by the lease contract and is measured at its fair value, which is determined based on the remaining contractual lease rentals reduced by estimated sublease rentals. A liability for other restructuring-related costs is measured at its fair value in the period in which the liability is incurred. Restructuring charges that directly involve a discontinued operation are included in the results of discontinued operations in all periods presented. See Note 7 - Restructuring Charges and Other Exit-Related Activities for further detail.

Note 2 - Recent Accounting Pronouncements

In May 2014, an accounting standard update was issued that clarifies the principles for recognizing revenue from contracts with customers. The update will supersede the existing standard for recognizing revenue. Additional updates have been issued since May 2014 amending aspects of the initial update and providing implementation guidance. The guidance is applicable to all contracts with customers regardless of industry-specific or transaction-specific fact patterns. Further, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The standard is effective for the Company beginning in fiscal 2019, including interim periods within that fiscal year. Upon becoming effective, the Company will apply the amendments in the standard either retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application. The Company is evaluating the impact of adopting this standard on its consolidated financial position, results of operations and cash flows.
In February 2016, an accounting standard was issued that will supersede the existing lease standard and requiring a lessee to recognize a lease liability and a lease asset on its balance sheet for all leases, including those classified as operating leases under the existing lease standard. The update also expands the required quantitative and qualitative disclosures surrounding leases. This standard is effective for the Company beginning in fiscal 2020, including interim periods within that fiscal year. This standard will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is evaluating the impact of adopting this standard on its consolidated financial position, results of operations and cash flows.
In March 2016, an accounting standard update was issued that amends several aspects of the accounting for share-based payments, including accounting for income taxes, forfeitures and statutory tax withholding requirements, and classification within the statement of cash flows. The standard is effective for the Company beginning in fiscal 2018, including interim periods within that fiscal year. Early adoption is permitted in any interim or annual period; however, if the Company elects early adoption, it must adopt all of the amendments in the same period. The Company does not expect adoption to have an immediate material impact on its consolidated financial position, results of operations and cash flows.
In August 2016, an accounting standard update was issued that addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Among the cash flow matters addressed in the update are payments for costs related to debt prepayments or extinguishments, payments related to settlement of certain types of debt instruments, payments of contingent consideration made after a business combination, proceeds from insurance claims and corporate-owned life insurance policies, and distributions received from equity method investees, among others. The standard is effective for the Company beginning in fiscal 2019, including interim periods within that fiscal year. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period, and all of the amendments must be adopted together in the same period. The amendments will be applied using a retrospective transition method to each period presented, unless impracticable for specific cash flow matters, in which case the amendments would be applied prospectively as of the earliest date practicable. The Company is evaluating the impact of adopting this standard on its consolidated statement of cash flows.

12
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


In October 2016, an accounting standard update was issued that amends the existing guidance on the accounting for the income tax effects of intra-entity transfers of assets other than inventory. Current accounting standards prohibit the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The amendments in the update require that entities recognize the income tax effects of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments do not change accounting standards for the pre-tax effects of an intra-entity asset transfer under accounting standards applicable to consolidation, or for an intra-entity transfer of inventory. The standard is effective for the Company beginning in fiscal 2019, including interim periods within that fiscal year. Early adoption is permitted in the first interim period of a fiscal year. The amendments will be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is evaluating the impact of adopting this standard on its consolidated financial position, results of operations and cash flows.
In January 2017, an accounting standard update was issued clarifying the definition of a "business" and adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The amendments in the update provide a screen to determine when an integrated set of assets and activities (a "set") is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in the update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements in the set. The standard is effective for the Company beginning in fiscal 2019, including interim periods within that fiscal year, and is to be applied prospectively. Early application is permitted for transactions that have not, yet, been reported in the Company’s financial statements. The Company does not expect adoption to have an immediate material impact on its consolidated financial position, results of operations and cash flows.
In January 2017, an accounting standard update was issued that eliminates the second step ("Step 2") of the two-step goodwill impairment test. Under existing guidance, if the carrying amount of the reporting unit exceeds its fair value, as measured under the first step of the two-step goodwill impairment test, the entity performs Step 2. Under Step 2, an impairment charge equal to the amount by which the carrying amount of goodwill for the reporting unit exceeds the implied fair value of that goodwill is recorded, limited to the amount of goodwill allocated to that reporting unit. Under the revised guidance, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. The Company will early-adopt the new requirement as of the beginning of the third quarter of fiscal 2017 and will apply the amendments to future goodwill impairment tests. The Company does not expect adoption to have an immediate material impact on its consolidated financial position, results of operations and cash flows.
In March 2017, an accounting standard update was issued that modifies the presentation requirements for net periodic pension cost and net periodic postretirement benefit cost within an entity's income statement. The amendments in the update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The amendments also require the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. Additionally, only the service cost component is eligible for capitalization, when applicable. The standard is effective for the Company beginning in fiscal 2019, including interim periods within that fiscal year. Early adoption is permitted beginning with the first quarter of fiscal 2018. Aspects of the update affecting income statement presentation must be applied retrospectively, while aspects affecting the capitalization of the service cost component in assets must be applied prospectively on and after the effective date. The Company is evaluating the impact of adopting this standard on its consolidated financial position, results of operations and cash flows.

Note 3 - Inventories

Inventories consisted of the following (in thousands):
 
February 28, 2017
 
August 31, 2016
Processed and unprocessed scrap metal
$
75,188

 
$
49,061

Semi-finished goods (billets)
7,150

 
8,320

Finished goods
53,024

 
40,646

Supplies
33,527

 
34,945

Inventories
$
168,889

 
$
132,972


13
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note 4 - Goodwill

The Company evaluates goodwill for impairment annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. There were no triggering events identified during the first or second quarter of fiscal 2017 requiring an interim goodwill impairment test.
The gross change in the carrying amount of goodwill for the six months ended February 28, 2017 was as follows (in thousands):
 
AMR
August 31, 2016
$
166,847

Foreign currency translation adjustment
(313
)
February 28, 2017
$
166,534

Accumulated goodwill impairment charges were $471 million as of February 28, 2017 and August 31, 2016.

Note 5 - Debt

As of August 31, 2016, the Company had $8 million of tax-exempt economic development revenue bonds outstanding with the State of Oregon and scheduled to mature in January 2021. In August 2016, the Company exercised its option to redeem the bonds prior to maturity. The Company repaid the bonds in full in September 2016. The obligation is reported as a current liability within short-term borrowings as of August 31, 2016 on the Unaudited Condensed Consolidated Balance Sheet, and the $8 million repayment is reported as a cash outflow from financing activities for the six months ended February 28, 2017 on the Unaudited Condensed Consolidated Statement of Cash Flows.

Note 6 - Commitments and Contingencies

Environmental Liabilities
The Company evaluates the adequacy of its environmental liabilities on a quarterly basis. Adjustments to the liabilities are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues or expenditures are made for which liabilities were established.
Changes in the Company’s environmental liabilities for the six months ended February 28, 2017 were as follows (in thousands):
Reportable Segment
 
Balance as of August 31, 2016
 
Liabilities Established (Released), Net
 
Payments and Other
 
Balance as of February 28, 2017
 
Short-Term
 
Long-Term
Auto and Metals Recycling
 
$
46,122

 
$
1,483

 
$
(162
)
 
$
47,443

 
$
1,335

 
$
46,108

Corporate
 
228

 
—

 
(101
)
 
127

 
7

 
120

Total
 
$
46,350

 
$
1,483

 
$
(263
)
 
$
47,570

 
$
1,342

 
$
46,228


AMR
As of February 28, 2017 and August 31, 2016, AMR had environmental liabilities of $47 million and $46 million, respectively, for the potential remediation of locations where it has conducted business and has environmental liabilities from historical or recent activities.
Portland Harbor
In December 2000, the Company was notified by the United States Environmental Protection Agency (“EPA”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) that it is one of the potentially responsible parties (“PRPs”) that own or operate or formerly owned or operated sites which are part of or adjacent to the Portland Harbor Superfund site (the “Site”). The precise nature and extent of any cleanup of the Site, the parties to be involved, the timing of any specific remedial action and the allocation of the costs for any cleanup among responsible parties have not yet been determined. The process of site investigation, remedy selection, identification of additional PRPs and allocation of costs has been underway for a number of years, but significant uncertainties remain. It is unclear to what extent the Company will be liable for environmental costs or natural resource damage claims or third party contribution or damage claims with respect to the Site.

14
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


While the Company participated in certain preliminary Site study efforts, it was not party to the consent order entered into by the EPA with certain other PRPs, referred to as the “Lower Willamette Group” (“LWG”), for a remedial investigation/feasibility study (“RI/FS”). During fiscal 2007, the Company and certain other parties agreed to an interim settlement with the LWG under which the Company made a cash contribution to the LWG RI/FS. The Company has also joined with approximately 100 other PRPs, including the LWG members, in a voluntary process to establish an allocation of costs at the Site, including costs incurred by the LWG in the RI/FS process. The LWG members have also commenced federal court litigation, which has been stayed, seeking to bring additional parties into the allocation process.
In January 2008, the Natural Resource Damages Trustee Council (“Trustees”) for Portland Harbor invited the Company and other PRPs to participate in funding and implementing the Natural Resource Injury Assessment for the Site. Following meetings among the Trustees and the PRPs, a funding and participation agreement was negotiated under which the participating PRPs agreed to fund the first phase of the natural resource damage assessment. The Company joined in that Phase I agreement and paid a portion of those costs. The Company did not participate in funding the second phase of the natural resource damage assessment.
A former Trustee, the Confederated Tribes and Bands of the Yakama Nation, which withdrew from the council in 2009, filed a suit on January 30, 2017 against approximately 30 parties, including the Company, seeking reimbursement of certain past and future response costs in connection with remedial action at the Site and recovery of assessment costs related to natural resources damages from releases at and from the Site to the Multnomah Channel and the Lower Columbia River. The Company does not have sufficient information to determine the likelihood of a loss or to estimate the amount of damages being sought or the amount of such damages that could be allocated to the Company.
On March 30, 2012, the LWG submitted to the EPA and made available on its website a draft feasibility study (“FS”) for the Site based on approximately ten years of work and $100 million in costs classified by the LWG as investigation-related. The draft FS submitted by the LWG identified ten possible remedial alternatives which ranged in estimated cost from approximately $170 million to $250 million (net present value) for the least costly alternative to approximately $1.08 billion to $1.76 billion (net present value) for the most costly alternative and estimated a range of two to 28 years to implement the remedial work, depending on the selected alternative. However, the EPA largely rejected this draft FS, and took over the drafting process. The EPA provided their revised draft FS in August 2015 that identified five possible remedial alternatives which ranged in estimated cost from approximately $550 million to $1.19 billion (net present value) for the least costly alternative to approximately $1.71 billion to $3.67 billion (net present value) for the most costly alternative and estimated a range of four to 18 years to implement the remedial work.
In June 2016, the EPA issued its final FS and Proposed Plan for the cleanup of the in-river portion of the Site. In the Proposed Plan, the EPA identified its preferred alternative, which included a combination of dredging, capping, and enhanced natural recovery and which the EPA estimated would take approximately seven years to construct with additional time for monitored natural recovery to occur and cost an estimated $746 million (net present value). This is approximately half of the estimated $1.4 billion (net present value) cost of a very similar preferred alternative that EPA Region 10 presented to a peer review group in November 2015. The final FS identified eight possible remedial alternatives (some of which contain two disposal alternatives, for a total of 13 possible alternative remedial scenarios) which ranged in estimated cost from approximately $316 million to $677 million (net present value) for the least costly alternative to approximately $1.21 billion to $2.67 billion (net present value) for the most costly alternative that the EPA did not screen out and estimated a range of four to 19 years to implement the remedial work.
The EPA received input on its Proposed Plan from over 5,300 commenters during a 90-day public comment period that closed in September 2016. In their comments, the Company and certain other stakeholders identified a number of serious concerns regarding the EPA's risk and remedial alternatives assessments and the EPA's cost estimates, scheduling assumptions and conclusions regarding the feasibility, effectiveness and assignment of remediation technologies, including that the EPA’s FS and Proposed Plan were based on data that are more than a decade old and may not accurately represent site or background conditions.
In January 2017, the EPA issued a Record of Decision (“ROD”) that identified the selected remedy for the Site. The selected remedy is a modified version of one of the alternative remedies in the EPA’s FS that expands the scope of the cleanup and has an estimated cost which is significantly more than their Proposed Plan. The EPA has estimated the total cost of the selected remedy at $1.7 billion with a net present value cost of $1.05 billion (at a 7% discount rate) and an estimated construction period of 13 years following completion of the remedial designs. In the ROD, the EPA stated that the cost estimate is an order-of-magnitude engineering estimate that is expected to be within +50% to -30% of the actual project cost and that changes in the cost elements are likely to occur as a result of new information and data collected during the engineering design. The Company has identified a number of concerns regarding the EPA's estimated cost and time required for the selected remedy. Because of questions regarding cost-effectiveness and other concerns, such as technical feasibility, use of stale data and the need for new baseline data, it is uncertain whether the ROD will be implemented as issued. In addition, the ROD does not determine or allocate the responsibility for remediation costs.

15
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


In the ROD, the EPA acknowledged that the assumptions used to estimate costs for the selected remedy were developed based on the existing data and will be finalized during the remedial design, after design level data to refine the baseline conditions are obtained. Moreover, the ROD provides only Site-wide cost estimates and does not provide sufficient detail or ranges of certainty and finality to estimate costs for specific sediment management areas. Accordingly, the EPA has indicated and the Company anticipates that additional pre-remedial design investigative work, such as new baseline sampling and monitoring, will be conducted in order to provide a re-baseline and delineate particular remedial actions for specific areas within the Site. This re-baselining will need to occur prior to proceeding with the next phase in the process which is the remedial design. The remedial design phase is an engineering phase during which additional technical information and data will be collected, identified and incorporated into technical drawings and specifications developed for the subsequent remedial action. The EPA is seeking a new coalition of PRPs to perform the re-baselining and remedial design activities. Remediation activities are not expected to commence for a number of years and responsibility for implementing and funding the EPA’s selected remedy will be determined in a separate allocation process. While an allocation process is currently underway, the EPA's ROD has raised questions and uncertainty as to when and how that allocation process will proceed.
Because there has not been a determination of the specific remediation actions that will be required, the amount of natural resource damages or how the costs of the investigations and any remedy and natural resource damages will be allocated among the PRPs, the Company believes it is not possible to reasonably estimate the amount or range of costs which it is likely to or which it is reasonably possible that it will incur in connection with the Site, although such costs could be material to the Company’s financial position, results of operations, cash flows and liquidity. Among the facts currently being developed are detailed information on the history of ownership of and the nature of the uses of and activities and operations performed on each property within the Site, which are factors that will play a substantial role in determining the allocation of investigation and remedy costs among the PRPs. The Company has insurance policies that it believes will provide reimbursement for costs it incurs for defense, remediation and mitigation for natural resource damages claims in connection with the Site, although there is no assurance that those policies will cover all of the costs which the Company may incur. The Company previously recorded a liability for its estimated share of the costs of the investigation of $1 million.
The Oregon Department of Environmental Quality is separately providing oversight of voluntary investigations by the Company involving the Company’s sites adjacent to the Portland Harbor which are focused on controlling any current “uplands” releases of contaminants into the Willamette River. No liabilities have been established in connection with these investigations because the extent of contamination (if any) and the Company’s responsibility for the contamination (if any) have not yet been determined.
Other AMR Sites
As of February 28, 2017 and August 31, 2016, the Company had environmental liabilities related to various AMR sites other than Portland Harbor of $47 million and $45 million, respectively. The liabilities relate to the potential future remediation of soil contamination, groundwater contamination and storm water runoff issues and were not individually material at any site.
Steel Manufacturing Business (“SMB”)
SMB’s electric arc furnace generates dust (“EAF dust”) that is classified as hazardous waste by the EPA because of its zinc and lead content. As a result, the Company captures the EAF dust and ships it in specialized rail cars to a firm that applies a treatment that allows the EAF dust to be delisted as hazardous waste.
SMB has an operating permit issued under Title V of the Clean Air Act Amendments of 1990, which governs certain air quality standards. The permit is based on an annual production capacity of 950 thousand tons. The permit was first issued in 1998 and has since been renewed through February 1, 2018.
SMB had no environmental liabilities as of February 28, 2017 and August 31, 2016.
Other than the Portland Harbor Superfund site, which is discussed above, management currently believes that adequate provision has been made for the potential impact of these issues and that the ultimate outcomes will not have a material adverse effect on the consolidated financial statements of the Company as a whole. Historically, the amounts the Company has ultimately paid for such remediation activities have not been material in any given period.

16
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Other Contingencies
The Company is a party to various legal proceedings arising in the normal course of business. The Company recognizes a liability for such matters when the loss is probable and can be reasonably estimated. Legal proceedings include those arising from accidents involving Company-owned vehicles, including Company tractor trailers. In some instances, such accidents and the related litigation involve accidents that have resulted in third party fatalities. It is reasonably possible that the Company may recognize additional losses in connection with such lawsuits at the time such losses are probable and can be reasonably estimated. Such losses may be material to the Company's consolidated financial statements. The Company believes that such losses, if incurred, will be substantially covered by existing insurance coverage. The Company does not anticipate that the resolution of legal proceedings arising in the normal course of business, after taking into consideration expected insurance recoveries, will have a material adverse effect on its results of operations, financial condition, or cash flows.
Note 7 - Restructuring Charges and Other Exit-Related Activities

The Company has implemented a number of restructuring initiatives designed to reduce operating expenses and improve profitability and to achieve further integration and synergistic cost efficiencies in its operating platform. The restructuring charges incurred by the Company during the periods presented primarily pertain to the plan announced in the second quarter of fiscal 2015 and expanded in subsequent periods (the "Q2'15 Plan").
At the end of the second quarter of fiscal 2015, the Company commenced additional restructuring and exit-related initiatives by undertaking strategic actions consisting of idling underutilized assets at AMR and initiating the closure of seven auto parts stores to align the Company's business to market conditions. The Company expanded these initiatives in April 2015 and also announced the integration of the former Metals Recycling Business and Auto Parts Business into the combined AMR platform in order to achieve operational synergies and reduce the Company's annual operating expenses, primarily selling, general and administrative expenses, through headcount reductions, reducing organizational layers, consolidating shared service functions and other non-headcount measures. Additional cost savings and productivity improvement initiatives, including reductions in personnel, savings from procurement activities, streamlining of administrative and supporting services functions, and adjustments to its operating capacity through facility closures, were identified and initiated in subsequent periods. Collectively, these initiatives are referred to as the Q2'15 Plan.
The Company incurred restructuring charges of less than $1 million during the three and six months ended February 28, 2017, and $3 million and $5 million during the three and six months ended February 29, 2016, respectively. The remaining charges relating to these initiatives are expected to be substantially incurred by the end of fiscal 2017. The significant majority of the restructuring charges require the Company to make cash payments.
In addition to the restructuring charges recorded related to these initiatives, the Company recognized a net gain from other exit-related activities of $1 million and less than $1 million during the three and six months ended February 28, 2017, respectively, primarily related to a gain recorded in the second quarter of fiscal 2017 in connection with the disposition of business assets related to the elimination of a metals recycling feeder yard operation. The Company incurred charges associated with other exit-related activities of $3 million during the three and six months ended February 29, 2016, consisting of asset impairments and accelerated depreciation of assets in connection with site closures.

17
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Restructuring charges and other exit-related activities were comprised of the following (in thousands):

Three Months Ended February 28, 2017

Three Months Ended February 29, 2016

All Other Plans

Q2’15 Plan

Total Charges

All Other Plans

Q2’15 Plan

Total Charges
Restructuring charges:











Severance costs
$
—


$
3


$
3


$
—


$
3,185


$
3,185

Contract termination costs
49


61


110


35


12


47

Other restructuring costs
—


—


—


—


—


—

Total restructuring charges
49


64


113


35


3,197


3,232

Other exit-related activities:











Asset impairments and accelerated depreciation
—


—


—


—


3,008


3,008

Gain on exit-related disposal
—


(562
)

(562
)

—


—


—

Total other exit-related activities
—


(562
)

(562
)

—


3,008


3,008

Total restructuring charges and other exit-related activities
$
49


$
(498
)

$
(449
)

$
35


$
6,205


$
6,240













Restructuring charges and other exit-related activities included in continuing operations

$
(494
)





$
5,291

Restructuring charges and other exit-related activities included in discontinued operations

$
45






$
949


 
Six Months Ended February 28, 2017
 
Six Months Ended February 29, 2016
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
Restructuring charges:
 
 
 
 
 
 
 
 
 
 
 
Severance costs
$
—

 
$
(59
)
 
$
(59
)
 
$
—

 
$
4,346

 
$
4,346

Contract termination costs
137

 
59

 
196

 
125

 
657

 
782

Other restructuring costs
—

 
—

 
—

 
—

 
—

 
—

Total restructuring charges
137

 
—

 
137

 
125

 
5,003

 
5,128

Other exit-related activities:
 
 
 
 
 
 
 
 
 
 
 
Asset impairments and accelerated depreciation
—

 
158

 
158

 
—

 
3,008

 
3,008

Gain on exit-related disposal
—


(562
)

(562
)

—


—


—

Total other exit-related activities
—

 
(404
)
 
(404
)
 
—

 
3,008

 
3,008

Total restructuring charges and other exit-related activities
$
137

 
$
(404
)
 
$
(267
)
 
$
125

 
$
8,011

 
$
8,136

 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charges and other exit-related activities included in continuing operations
 
$
(293
)
 
 
 
 
 
$
7,216

Restructuring charges and other exit-related activities included in discontinued operations
 
$
26

 
 
 
 
 
$
920


 
Q2'15 Plan
Total restructuring charges to date
$
14,334

Total expected restructuring charges
$
14,465



18
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The following illustrates the reconciliation of the restructuring liability by major type of costs for the six months ended February 28, 2017 (in thousands):
 
Q2’15 Plan
 
Total Charges to Date(1)
 
Total Expected Charges(1)
 
Balance 8/31/2016
 
Charges
 
Payments and Other
 
Balance 2/28/2017
 
 
Severance costs
$
918

 
$
(59
)
 
$
(609
)
 
$
250

 
$
10,216

 
$
10,246

Contract termination costs
1,159

 
59

 
(252
)
 
966

 
2,069

 
2,170

Other restructuring costs
—

 
—

 
—

 
—

 
2,049

 
2,049

Total
$
2,077

 
$
—

 
$
(861
)
 
$
1,216

 
$
14,334

 
$
14,465

___________________________
(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 material.
Restructuring charges and other exit-related activities by reportable segment and discontinued operations were as follows (in thousands):
 
Three Months Ended
 
Six Months Ended
 
Total Charges to Date(1)
 
Total Expected Charges(1)
 
2/28/2017
 
2/29/2016
 
2/28/2017
 
2/29/2016
 
 
Restructuring charges:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
$
68

 
$
2,421

 
$
113

 
$
4,343

 
$
9,469

 
$
9,534

Unallocated (Corporate)
—

 
809

 
(2
)
 
812

 
3,176

 
3,206

Discontinued operations
45

 
2

 
26

 
(27
)
 
1,689

 
1,725

Total restructuring charges
113

 
3,232

 
137

 
5,128

 
14,334

 
14,465

Other exit-related activities:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
(562
)
 
2,061

 
(404
)
 
2,061

 
4,275

 
 
Discontinued operations
—

 
947

 
—

 
947

 
3,613

 
 
Total other exit-related activities
(562
)
 
3,008

 
(404
)
 
3,008

 
7,888

 


Total restructuring charges and other exit-related activities
$
(449
)
 
$
6,240

 
$
(267
)
 
$
8,136

 
$
22,222

 


___________________________
(1)
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 material.
The Company does not allocate restructuring charges and other exit-related activities to the segments’ operating results because management does not include this information in its measurement of the performance of the operating segments.


19
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 8 - Changes in Equity
 
Changes in equity were comprised of the following (in thousands):
 
Six Months Ended February 28, 2017
 
Six Months Ended February 29, 2016
 
SSI Shareholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
 
SSI Shareholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
Balance - September 1 (Beginning of period)
$
497,721

 
$
3,711

 
$
501,432

 
$
534,535

 
$
4,016

 
$
538,551

Net income (loss)
9,711

 
1,280

 
10,991

 
(46,541
)
 
604

 
(45,937
)
Other comprehensive loss, net of tax
(779
)
 
—

 
(779
)
 
(1,556
)
 
—

 
(1,556
)
Distributions to noncontrolling interests
—

 
(852
)
 
(852
)
 
—

 
(971
)
 
(971
)
Share repurchases
—

 
—

 
—

 
(3,479
)
 
—

 
(3,479
)
Restricted stock withheld for taxes
(3,301
)
 
—

 
(3,301
)
 
(1,895
)
 
—

 
(1,895
)
Share-based compensation
5,570

 
—

 
5,570

 
2,627

 
—

 
2,627

Dividends
(10,377
)
 
—

 
(10,377
)
 
(10,268
)
 
—

 
(10,268
)
Balance - February 28, 2017 and February 29, 2016 (End of period)
$
498,545

 
$
4,139

 
$
502,684

 
$
473,423

 
$
3,649

 
$
477,072


Note 9 - Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of tax, were comprised of the following (in thousands):
 
Three Months Ended February 28, 2017
 
Three Months Ended February 29, 2016
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Total
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Net Unrealized Gain (Loss) on Cash Flow Hedges
 
Total
Balances - December 1
(Beginning of period)
$
(35,573
)
 
$
(5,641
)
 
$
(41,214
)
 
$
(35,018
)
 
$
(4,232
)
 
$
—

 
$
(39,250
)
Other comprehensive income (loss) before reclassifications
240

 
—

 
240

 
(892
)
 
—

 
—

 
(892
)
Income tax expense
—

 
—

 
—

 
—

 
—

 
—

 
—

Other comprehensive income (loss) before reclassifications, net of tax
240

 
—

 
240

 
(892
)
 
—

 
—

 
(892
)
Amounts reclassified from accumulated other comprehensive loss
—

 
125

 
125

 
—

 
101

 
—

 
101

Income tax benefit
—

 
(45
)
 
(45
)
 
—

 
(37
)
 
—

 
(37
)
Amounts reclassified from accumulated other comprehensive loss, net of tax
—

 
80

 
80

 
—

 
64

 
—

 
64

Net periodic other comprehensive income (loss)
240

 
80

 
320

 
(892
)
 
64

 
—

 
(828
)
Balances - February 28, 2017 and February 29, 2016
(End of period)
$
(35,333
)
 
$
(5,561
)
 
$
(40,894
)
 
$
(35,910
)
 
$
(4,168
)
 
$
—

 
$
(40,078
)


20
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


 
Six Months Ended February 28, 2017
 
Six Months Ended February 29, 2016
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Total
 
Foreign Currency Translation Adjustments
 
Pension Obligations, net
 
Net Unrealized Gain (Loss) on Cash Flow Hedges
 
Total
Balances - September 1
(Beginning of period)
$
(34,539
)
 
$
(5,576
)
 
$
(40,115
)
 
$
(34,009
)
 
$
(4,273
)
 
$
(240
)
 
$
(38,522
)
Other comprehensive income (loss) before reclassifications
(794
)
 
49

 
(745
)
 
(1,901
)
 
—

 
—

 
(1,901
)
Income tax expense
—

 
(194
)
 
(194
)
 
—

 
—

 
—

 
—

Other comprehensive income (loss) before reclassifications, net of tax
(794
)
 
(145
)
 
(939
)
 
(1,901
)
 
—

 
—

 
(1,901
)
Amounts reclassified from accumulated other comprehensive loss
—

 
250

 
250

 
—

 
165

 
312

 
477

Income tax benefit
—

 
(90
)
 
(90
)
 
—

 
(60
)
 
(72
)
 
(132
)
Amounts reclassified from accumulated other comprehensive loss, net of tax
—

 
160

 
160

 
—

 
105

 
240

 
345

Net periodic other comprehensive income (loss)
(794
)
 
15

 
(779
)
 
(1,901
)
 
105

 
240

 
(1,556
)
Balances - February 28, 2017 and February 29, 2016
(End of period)
$
(35,333
)
 
$
(5,561
)
 
$
(40,894
)
 
$
(35,910
)
 
$
(4,168
)
 
$
—

 
$
(40,078
)

Reclassifications from accumulated other comprehensive loss, both individually and in the aggregate, were immaterial to the impacted captions in the Unaudited Condensed Consolidated Statements of Operations for all periods presented.

Note 10 - Discontinued Operations

In fiscal 2015, the Company ceased operations at seven auto parts stores, six of which qualified for discontinued operations reporting. The operations of the six qualifying stores had previously been reported within the AMR reportable segment. During the second quarter of fiscal 2016, the Company incurred charges totaling $1 million consisting of asset impairments and accelerated depreciation of assets related to discontinued auto parts stores. Impaired assets in the second quarter of fiscal 2016 consisted primarily of capital lease assets associated with the buildings on two leased properties.
Operating results of discontinued operations were comprised of the following (in thousands):
 
Three Months Ended
 
Six Months Ended
 
2/28/2017
 
2/29/2016
 
2/28/2017
 
2/29/2016
Revenues
$
—

 
$
—

 
$
—

 
$
—

 
 
 
 
 
 
 
 
Loss from discontinued operations before income taxes
$
(109
)
 
$
(1,015
)
 
$
(158
)
 
$
(1,094
)
Income tax (expense) benefit
14

 
(9
)
 
10

 
5

Loss from discontinued operations, net of tax
$
(95
)
 
$
(1,024
)
 
$
(148
)
 
$
(1,089
)

Note 11 - Share-Based Compensation

In the first quarter of fiscal 2017, as part of the annual awards under the Company's Long-Term Incentive Plan, the Compensation Committee of the Company's Board of Directors ("Compensation Committee") granted 142,635 restricted stock units ("RSUs") and 134,899 performance share awards to the Company's key employees and officers under the Company's 1993 Amended and Restated Stock Incentive Plan ("SIP"). The RSUs generally have a five-year term and vest 20% per year commencing October 31, 2017. The aggregate fair value of all of the RSUs granted was based on the market closing price of the underlying Class A common stock on the grant date and totaled $3 million. The compensation expense associated with the RSUs is recognized over the requisite service period of the awards, net of forfeitures.
The performance share awards are comprised of two separate and distinct awards with different vesting conditions.

21
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The Compensation Committee granted 65,506 performance share awards based on a relative Total Shareholder Return ("TSR") metric over a performance period spanning November 1, 2016 to August 31, 2019. Award share payouts range from a threshold of 50% to a maximum of 200% based on the relative ranking of the Company's TSR among a designated peer group of 16 companies. The TSR award stipulates certain limitations to the payout in the event the payout reaches a defined ceiling level or the Company's TSR is negative. The TSR awards contain a market condition and, therefore, once the award recipients complete the requisite service period, the related compensation expense based on the grant-date fair value is not changed, regardless of whether the market condition has been satisfied. The estimated fair value of the TSR awards at the date of grant was $2 million. The Company estimated the fair value of the TSR awards using a Monte-Carlo simulation model utilizing several key assumptions including expected Company and peer company share price volatility, correlation coefficients between peers, the risk-free rate of return, the expected dividend yield and other award design features.
The remaining 69,393 performance share awards have a three-year performance period consisting of the Company’s fiscal 2017, 2018 and 2019. The performance targets are based on the Company's cash flow return on investment ("CFROI") over the three-year performance period, with award payouts ranging from a threshold of 50% to a maximum of 200%. The fair value of the awards granted was based on the market closing price of the underlying Class A common stock on the grant date and totaled $2 million.
The compensation expense associated with performance share awards is recognized over the requisite service period, net of forfeitures. Performance share awards will be paid in Class A common stock as soon as practicable after the end of the requisite service period and vesting date of October 31, 2019.
In the second quarter of fiscal 2017, the Company granted deferred stock units ("DSUs") to each of its non-employee directors under the Company's 1993 Stock Incentive Plan. Each DSU gives the director the right to receive one share of Class A common stock at a future date. The grant included an aggregate of 30,312 shares that will vest on the day before the Company's 2018 annual meeting, subject to continued Board service. The total value of these awards at the grant date was $1 million.

Note 12 - Income Taxes

The effective tax rate for the Company’s continuing operations for the three and six months ended February 28, 2017 was an expense of 5.1% and 4.9%, respectively, compared to an expense of 3.3% and 1.6% for the three and six months ended February 29, 2016, respectively.
A reconciliation of the difference between the federal statutory rate and the Company’s effective rate is as follows:
 
Three Months Ended
 
Six Months Ended
 
2/28/2017
 
2/29/2016
 
2/28/2017
 
2/29/2016
Federal statutory rate
35.0
 %
 
35.0
 %
 
35.0
 %
 
35.0
 %
State taxes, net of credits
2.1

 
1.6

 
2.0

 
1.5

Foreign income taxed at different rates
(2.0
)
 
(4.5
)
 
(1.9
)
 
(5.1
)
Non-deductible officers’ compensation
1.6

 
(1.1
)
 
1.5

 
(0.7
)
Noncontrolling interests
(3.8
)
 
2.6

 
(3.7
)
 
1.8

Research and development credits
(0.8
)
 
0.8

 
(0.8
)
 
0.6

Valuation allowance on deferred tax assets
(28.8
)
 
(35.2
)
 
(29.1
)
 
(32.9
)
Non-deductible goodwill
—

 
(0.4
)
 
—

 
(0.4
)
Unrecognized tax benefits
1.1

 
(0.9
)
 
1.1

 
(0.7
)
Other non-deductible expenses
0.9

 
—

 
0.8

 
—

Other
(0.2
)
 
(1.2
)
 
—

 
(0.7
)
Effective tax rate(1)
5.1
 %
 
(3.3
)%
 
4.9
 %
 
(1.6
)%
_____________________________
(1)
For periods with reported pre-tax losses, the effect of reconciling items with positive signs is a tax benefit in excess of applying the federal statutory rate to the pre-tax loss.
The effective tax rate from continuing operations for the second quarter and first six months of fiscal 2017 and 2016 was lower than the federal statutory rate of 35% primarily due to the low projected annual effective tax rate applied to the quarterly results. The low projected annual effective tax rate is the result of the Company’s full valuation allowance positions partially offset by increases in deferred tax liabilities from indefinite-lived assets in all jurisdictions.

22
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The Company files federal and state income tax returns in the U.S. and foreign tax returns in Puerto Rico and Canada. For U.S. federal income tax returns, fiscal years 2012 to 2016 remain subject to examination under the statute of limitations. The Company's U.S. federal income tax return for fiscal 2015 is currently under examination.

Note 13 - Net Income (Loss) Per Share

The following table sets forth the information used to compute basic and diluted net income (loss) per share attributable to SSI (in thousands):
 
Three Months Ended
 
Six Months Ended
  
2/28/2017
 
2/29/2016
 
2/28/2017
 
2/29/2016
Income (loss) from continuing operations
$
11,794

 
$
(39,946
)
 
$
11,139

 
$
(44,848
)
Net income attributable to noncontrolling interests
(662
)
 
(275
)
 
(1,280
)
 
(604
)
Income (loss) from continuing operations attributable to SSI
11,132

 
(40,221
)
 
9,859

 
(45,452
)
Loss from discontinued operations, net of tax
(95
)
 
(1,024
)
 
(148
)
 
(1,089
)
Net income (loss) attributable to SSI
$
11,037

 
$
(41,245
)
 
$
9,711

 
$
(46,541
)
Computation of shares:
 
 
 
 
 
 
 
Weighted average common shares outstanding, basic
27,524

 
27,201

 
27,447

 
27,178

Incremental common shares attributable to dilutive stock options, performance share awards, DSUs, and RSUs
340

 
—

 
367

 
—

Weighted average common shares outstanding, diluted
27,864

 
27,201

 
27,814

 
27,178

 
Common stock equivalent shares of 238,767 and 220,624 were considered antidilutive and were excluded from the calculation of diluted net income (loss) per share for the three and six months ended February 28, 2017, respectively, compared to 993,799 and 925,615 common stock equivalent shares for the three and six months ended February 29, 2016, respectively.

Note 14 - Related Party Transactions

The Company purchases recycled metal from its joint venture operations at prices that approximate fair market value. These purchases totaled $3 million and $2 million for the three months ended February 28, 2017 and February 29, 2016, respectively, and $6 million for the six months ended February 28, 2017 and February 29, 2016.

Note 15 - Segment Information

The accounting standards for reporting information about operating segments define an operating segment as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses for which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.
The Company has two reportable segments: AMR and SMB.
AMR buys and processes ferrous and nonferrous metal for sale to foreign and other domestic steel producers or their representatives and to SMB, purchases ferrous metal from other processors for shipment directly to SMB, and procures salvaged vehicles and sells serviceable used auto parts from these vehicles through a network of self-service auto parts stores. Additionally, the Company holds noncontrolling ownership interests in joint ventures, which are either in the metals recycling business or are suppliers of unprocessed metal. The Company's allocable portion of the results of these joint ventures is reported within the AMR reportable segment.
SMB operates a steel mini-mill that produces a wide range of finished steel long products using recycled metal and other raw materials.
Intersegment sales from AMR to SMB are made at rates that approximate market prices for shipments from the West Coast of the U.S. These intercompany sales tend to produce intercompany profits which are not recognized until the finished products are ultimately sold to third parties.

23
SCHNITZER STEEL INDUSTRIES, INC.
 
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The information provided below is obtained from internal information that is provided to the Company’s chief operating decision maker for the purpose of corporate management. The Company uses segment operating income to measure segment performance. The Company does not allocate corporate interest income and expense, income taxes and other income and expense to its reportable segments. Expenses related to shared services that support operational activities and transactions is allocated from Corporate to the segments. Unallocated Corporate expense consists primarily of expense for management and certain administrative services that benefit both reportable segments. In addition, the Company does not allocate restructuring charges and other exit-related activities to the segment operating income because management does not include this information in its measurement of the performance of the operating segments.
The table below illustrates the Company’s revenues from continuing operations by reportable segment (in thousands):
 
Three Months Ended
 
Six Months Ended
 
2/28/2017
 
2/29/2016
 
2/28/2017
 
2/29/2016
Revenues:
 
 
 
 
 
 
 
Auto and Metals Recycling:
 
 
 
 
 
 
 
Revenues
$
349,369

 
$
249,812

 
$
654,307

 
$
522,777

Less: Intersegment revenues
(25,576
)
 
(19,126
)
 
(48,949
)
 
(42,794
)
AMR external customer revenues
323,793

 
230,686

 
605,358

 
479,983

Steel Manufacturing Business:
 
 
 
 
 
 
 
Revenues
58,291

 
58,391

 
110,887

 
130,292

Total revenues
$
382,084

 
$
289,077

 
$
716,245

 
$
610,275


The table below illustrates the reconciliation of the Company’s segment operating income (loss) to income (loss) from continuing operations before income taxes (in thousands):
 
Three Months Ended
 
Six Months Ended
 
2/28/2017
 
2/29/2016
 
2/28/2017
 
2/29/2016
Auto and Metals Recycling
$
26,359

 
$
(26,350
)
 
$
38,778

 
$
(24,314
)
Steel Manufacturing Business
(1,746
)
 
(1,202
)
 
(4,827
)
 
1,552

Segment operating income (loss)
24,613

 
(27,552
)
 
33,951

 
(22,762
)
Restructuring charges and other exit-related activities
494

 
(5,291
)
 
293

 
(7,216
)
Corporate and eliminations
(10,936
)
 
(4,233
)
 
(19,486
)
 
(11,126
)
Operating income (loss)
14,171

 
(37,076
)
 
14,758

 
(41,104
)
Interest expense
(2,097
)
 
(2,015
)
 
(3,838
)
 
(3,874
)
Other income, net
357

 
438

 
794

 
845

Income (loss) from continuing operations before income taxes
$
12,431

 
$
(38,653
)
 
$
11,714

 
$
(44,133
)

The following is a summary of the Company’s total assets by reportable segment (in thousands):
 
February 28, 2017
 
August 31, 2016
Auto and Metals Recycling(1)
$
1,552,147

 
$
1,510,688

Steel Manufacturing Business
359,728

 
373,130

Total segment assets
1,911,875

 
1,883,818

Corporate and eliminations(2)
(991,425
)
 
(992,389
)
Total assets
$
920,450

 
$
891,429

_____________________________
(1)
AMR total assets include $13 million and $14 million as of February 28, 2017 and August 31, 2016, respectively, for investments 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.


24
SCHNITZER STEEL INDUSTRIES, INC.
 

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section includes a discussion of our operations for the three and six months ended February 28, 2017 and February 29, 2016. The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended August 31, 2016 and the Unaudited Condensed Consolidated Financial Statements and the related Notes thereto included in Part I, Item 1 of this report.

General
Founded in 1906, Schnitzer Steel Industries, Inc., an Oregon corporation, is one of North America's largest recyclers of ferrous and nonferrous scrap metal, including end-of-life vehicles, and a manufacturer of finished steel products.
Our internal organizational and reporting structure supports two operating and reportable segments: the Auto and Metals Recycling ("AMR") business and the Steel Manufacturing Business ("SMB").
AMR sells and brokers ferrous scrap metal (containing iron) to foreign and domestic steel producers, including SMB, and nonferrous scrap metal (not containing iron) to both foreign and domestic markets. AMR procures scrap supply from salvaged vehicles, rail cars, home appliances, industrial machinery, manufacturing scrap and construction and demolition scrap. Our largest source of autobodies is our own network of auto parts stores, which operate under the commercial brand-name Pick-n-Pull. AMR procures salvaged vehicles and sells serviceable used auto parts from these vehicles through 52 self-service auto parts stores. The remaining portions of the vehicles, primarily autobodies and major parts containing ferrous and nonferrous materials, are shipped to our metal recycling facilities, or sold to wholesalers where geographically more economical. AMR then processes mixed and large pieces of scrap metal into smaller pieces by crushing, torching, shearing, shredding and sorting, resulting in scrap metal pieces of a size, density and metal content required by customers to meet their production needs. Processed recycled metals are shipped to our own domestic steel mill and to other metal producers globally.
SMB operates a steel mini-mill that produces a wide range of finished steel products. SMB’s scrap metal raw material requirements are sourced almost entirely through AMR. SMB uses its mini-mill in McMinnville, Oregon to melt recycled metal and other raw materials to produce finished steel products. SMB also maintains a mill depot in Southern California.
The results of discontinued operations are excluded from segment operating results and are presented separately, net of tax, from the results of ongoing operations for all periods presented.
For further information regarding our reportable segments, see Note 15 - Segment Information in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.
Our results of operations depend in large part on the demand and prices for recycled metal in foreign and domestic markets and on the supply of raw materials, including end-of-life vehicles, available to be processed at our facilities. Our deep water port facilities on both the East and West Coasts of the U.S. (in Everett, Massachusetts; Providence, Rhode Island; Oakland, California; Portland, Oregon; and Tacoma, Washington) and access to public deep water port facilities (in Kapolei, Hawaii; and Salinas, Puerto Rico) allow us to efficiently meet the global demand for recycled ferrous metal by shipping bulk cargoes to steel manufacturers located in Europe, Africa, the Middle East, Asia, and North, Central and South America. Our exports of nonferrous recycled metal are shipped in containers through various public docks to specialty steelmakers, foundries, aluminum sheet and ingot manufacturers, copper refineries and smelters, brass and bronze ingot manufacturers and wire and cable producers globally. We also transport both ferrous and nonferrous metals by truck, rail and barge in order to transfer scrap metal between our facilities for further processing, to load shipments at our export facilities and to meet regional domestic demand.
Our quarterly operating results fluctuate based on a variety of factors including, but not limited to, changes in market conditions for ferrous and nonferrous recycled metal and finished steel products, the supply of scrap metal in our domestic markets, and varying demand for used auto parts from our self-service retail stores. These factors are influenced, to a degree, by the impact of seasonal changes including severe weather conditions in winter and summer months, which can impact the timing of shipments and inhibit construction activity utilizing our products, scrap metal collection at our facilities, and retail admissions at our auto parts stores.


25
SCHNITZER STEEL INDUSTRIES, INC.
 

Executive Overview of Financial Results for the Second Quarter of Fiscal 2017

We generated consolidated revenues of $382 million in the second quarter of fiscal 2017, an increase of 32% from the $289 million of consolidated revenues in the second quarter of fiscal 2016, primarily due to stronger demand in the export and domestic markets, resulting in significantly higher average net selling prices for ferrous scrap metal and increased sales volumes compared to the prior year period.
Consolidated operating income was $14 million in the second quarter of fiscal 2017, compared to consolidated operating loss of $37 million in the second quarter of fiscal 2016. Adjusted consolidated operating income in the second quarter of fiscal 2017 was $13 million, compared to adjusted consolidated operating loss of $4 million in the second quarter of fiscal 2016. Adjusted results in the second quarter of fiscal 2017 exclude the impact of restructuring charges and other exit-related activities and benefits from contract settlements, and in the second quarter of fiscal 2016 exclude the impact of a goodwill impairment charge, other asset impairment charges, and restructuring charges and other exit-related activities. See the reconciliation of adjusted operating income (loss) in Non-GAAP Financial Measures at the end of this Item 2.
Operating results in the second quarter of fiscal 2017 benefited from significantly higher ferrous average net selling prices on shipped volumes compared to the prior year period driven by sharp increases in export and domestic ferrous prices leading into the quarter. This compares to the significantly lower and sharply declining price environment experienced during the second quarter of fiscal 2016 which had adversely impacted operating margins and overall results at AMR during the prior year period. The higher price environment during the second quarter of fiscal 2017 positively impacted the spread between direct purchase costs and selling prices of recycled metal and led to an increase in the supply of scrap metal including end-of-life vehicles, which resulted in increased processed volumes and improved operating margins at AMR. Further, average inventory costs did not increase as quickly as purchase costs for scrap metal during the second quarter of fiscal 2017 resulting in a benefit to cost of goods sold and additional benefit to operating margins. This compares to an adverse impact from average inventory accounting in the second quarter of fiscal 2016. SMB reported an operating loss for the second quarter of fiscal 2017 of $2 million, compared to $1 million for the prior year period. SMB operating results for both periods were adversely impacted by low sales volumes reflecting the effects of competition from steel imports, with operating results in the second quarter of fiscal 2017 also adversely impacted by steel-making raw material costs increasing faster than finished steel selling prices and higher beginning inventory costs associated with increasing production after completing major equipment upgrades in the prior quarter.
Operating results in the second quarter of fiscal 2016 were also adversely impacted by a non-cash goodwill impairment charge of $9 million in a reporting unit within AMR and non-cash impairment charges and accelerated depreciation of $21 million on certain long-lived and other assets primarily at AMR. See Results of Operations, Asset Impairment Charges in this Item 2 for further details on asset impairment charges.
Consolidated selling, general and administrative ("SG&A") expense in the second quarter of fiscal 2017 increased by $10 million, or 30%, compared to the prior year period primarily due to an increase in incentive compensation accruals resulting from improved financial performance and, to a lesser extent, increased environmental liabilities. These increases were partially offset by incremental benefits from cost saving and productivity improvement measures.
In recent years, we implemented a number of cost reduction and productivity improvement measures to more closely align our business to market conditions. The combined benefit of the measures initiated since the beginning of fiscal 2015 represents a targeted annual improvement to operating performance of approximately $95 million, of which $78 million had been achieved in total by the end of fiscal 2016. In the second quarter of fiscal 2017, we achieved approximately $23 million in combined benefits related to these measures, including approximately $6 million in incremental benefits compared to the prior year quarter. We expect to achieve substantially all of the remainder of the annual improvement target of $95 million associated with these measures by the end of fiscal 2017. Charges incurred in connection with the foregoing initiatives are discussed in Results of Operations, Restructuring Charges and Other Exit-Related Activities in this Item 2.
Net income from continuing operations attributable to SSI in the second quarter of fiscal 2017 was $11 million, or $0.40 per diluted share, compared to net loss of $40 million, or $(1.48) per diluted share, in the prior year period. Adjusted net income from continuing operations attributable to SSI in the second quarter of fiscal 2017 was $10 million, or $0.37 per diluted share, compared to adjusted net loss of $7 million, or $(0.25) per diluted share, in the prior year period. See the reconciliation of adjusted net income (loss) from continuing operations attributable to SSI in Non-GAAP Financial Measures at the end of this Item 2.

26
SCHNITZER STEEL INDUSTRIES, INC.
 

The following items further highlight selected liquidity and capital structure metrics:
•
For the first six months of fiscal 2017, net cash provided by operating activities of $6 million, compared to $47 million in the prior year period;
•
Debt of $209 million as of February 28, 2017, compared to $193 million as of August 31, 2016; and
•
Debt, net of cash, of $200 million as of February 28, 2017, compared to $166 million as of August 31, 2016 (see the reconciliation of debt, net of cash, in Non-GAAP Financial Measures at the end of this Item 2).



27
SCHNITZER STEEL INDUSTRIES, INC.
 

Results of Operations
 
Three Months Ended
 
Six Months Ended
($ in thousands)
2/28/2017
 
2/29/2016
 
% Change
 
2/28/2017
 
2/29/2016
 
% Change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
$
349,369

 
$
249,812

 
40
 %
 
$
654,307

 
$
522,777

 
25
 %
Steel Manufacturing Business
58,291

 
58,391

 
—
 %
 
110,887

 
130,292

 
(15
)%
Intercompany revenue eliminations(1)
(25,576
)
 
(19,126
)
 
34
 %
 
(48,949
)
 
(42,794
)
 
14
 %
Total revenues
382,084

 
289,077

 
32
 %
 
716,245

 
610,275

 
17
 %
Cost of goods sold:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
293,403

 
222,728

 
32
 %
 
559,414

 
465,120

 
20
 %
Steel Manufacturing Business
58,458

 
58,195

 
—
 %
 
112,167

 
125,674

 
(11
)%
Intercompany cost of goods sold eliminations(1)
(25,057
)
 
(21,253
)
 
18
 %
 
(48,885
)
 
(46,270
)
 
6
 %
Total cost of goods sold
326,804

 
259,670

 
26
 %
 
622,696

 
544,524

 
14
 %
Selling, general and administrative expense:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
31,814

 
25,886

 
23
 %
 
58,757

 
54,335

 
8
 %
Steel Manufacturing Business
1,579

 
1,398

 
13
 %
 
3,146

 
3,066

 
3
 %
Corporate(2)
10,430

 
6,315

 
65
 %
 
19,412

 
14,616

 
33
 %
Total selling, general and administrative expense
43,823

 
33,599

 
30
 %
 
81,315

 
72,017

 
13
 %
(Income) loss from joint ventures:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
(2,207
)
 
324

 
NM

 
(2,642
)
 
412

 
NM

Change in intercompany profit elimination(3)
(13
)
 
(34
)
 
(62
)%
 
10

 
(93
)
 
NM

Total (income) loss from joint ventures
(2,220
)
 
290

 
NM

 
(2,632
)
 
319

 
NM

Goodwill impairment charge:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
—

 
8,845

 
NM

 
—

 
8,845

 
NM

Other asset impairment charges:
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
—

 
18,379

 
NM

 
—

 
18,379

 
NM

Steel Manufacturing Business
—

 
—

 
NM

 
401

 
—

 
NM

Corporate
—

 
79

 
NM

 
—

 
79

 
NM

Total other asset impairment charges
—

 
18,458

 
NM

 
401

 
18,458

 
(98
)%
Operating income (loss):
 
 
 
 
 
 
 
 
 
 
 
Auto and Metals Recycling
26,359

 
(26,350
)
 
NM

 
38,778

 
(24,314
)
 
NM

Steel Manufacturing Business
(1,746
)
 
(1,202
)
 
45
 %
 
(4,827
)
 
1,552

 
NM

Segment operating income (loss)
24,613

 
(27,552
)
 
NM

 
33,951

 
(22,762
)
 
NM

Restructuring charges and other exit-related activities(4)
494

 
(5,291
)
 
NM

 
293

 
(7,216
)
 
NM

Corporate expense(2)
(10,430
)
 
(6,394
)
 
63
 %
 
(19,412
)
 
(14,695
)
 
32
 %
Change in intercompany profit elimination(5)
(506
)
 
2,161

 
NM

 
(74
)
 
3,569

 
NM

Total operating income (loss)
$
14,171

 
$
(37,076
)
 
NM

 
$
14,758

 
$
(41,104
)
 
NM

_____________________________
NM = Not Meaningful
(1)
AMR sells recycled ferrous metal to SMB at rates per ton that approximate West Coast U.S. market prices. These intercompany revenues and cost of goods sold are eliminated in consolidation.
(2)
Corporate expense consists primarily of unallocated expenses for management and certain administrative services that benefit both reportable segments.
(3)
The joint ventures sell recycled metal to AMR and to SMB at prices that approximate local market rates, which produces intercompany profit. This intercompany profit is eliminated while the products remain in inventory and is not recognized until the finished products are sold to third parties.
(4)
Restructuring charges consist of expense for severance, contract termination and other restructuring costs that management does not include in its measurement of the performance of the reportable segments. Other exit-related activities consist of asset impairments and accelerated depreciation, net of gains on exit-related disposals, related to site closures.

28
SCHNITZER STEEL INDUSTRIES, INC.
 

(5)
Intercompany profits are not recognized until the finished products are sold to third parties; therefore, intercompany profit is eliminated while the products remain in inventory.
We operate our business across two reportable segments: AMR and SMB. Additional financial information relating to these reportable segments is contained in Note 15 - Segment Information in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.
Auto and Metals Recycling
 
Three Months Ended
 
Six Months Ended
($ in thousands, except for prices)
2/28/2017
 
2/29/2016
 
% Change
 
2/28/2017
 
2/29/2016
 
% Change
Ferrous revenues
$
230,177

 
$
140,126

 
64
 %
 
$
413,931

 
$
303,539

 
36
 %
Nonferrous revenues(1)
91,512

 
80,068

 
14
 %
 
182,448

 
157,658

 
16
 %
Retail and other revenues(1)
27,680

 
29,618

 
(7
)%
 
57,928

 
61,580

 
(6
)%
Total segment revenues
349,369

 
249,812

 
40
 %
 
$
654,307

 
522,777

 
25
 %
 
 
 
 
 
 
 
 
 
 
 
 
Segment operating income (loss)
$
26,359

 
$
(26,350
)
 
NM

 
$
38,778

 
$
(24,314
)
 
NM

 
 
 
 
 
 
 
 
 
 
 
 
Average ferrous recycled metal sales prices ($/LT):(2)
 
 
 
 
 
 
 
 
 
 
 
Domestic
$
241

 
$
161

 
50
 %
 
$
213

 
$
170

 
25
 %
Foreign
$
252

 
$
174

 
45
 %
 
$
227

 
$
177

 
28
 %
Average
$
248

 
$
169

 
47
 %
 
$
222

 
$
175

 
27
 %
Ferrous sales volume (LT, in thousands):
 
 
 
 
 
 
 
 
 
 
 
Domestic
310

 
282

 
10
 %
 
598

 
572

 
5
 %
Foreign
542

 
455

 
19
 %
 
1,088

 
970

 
12
 %
Total ferrous sales volume (LT, in thousands)
852

 
737

 
16
 %
 
1,686

 
1,542

 
9
 %
Average nonferrous sales price ($/pound)(2)(3)
$
0.65

 
$
0.59

 
10
 %
 
$
0.61

 
$
0.61

 
—
 %
Nonferrous sales volumes (pounds, in thousands)(3)
122,554

 
123,675

 
(1
)%
 
258,611

 
234,753

 
10
 %
Cars purchased (in thousands)(4)
96

 
70

 
37
 %
 
190

 
147

 
29
 %
Number of auto parts stores at period end
52

 
55

 
(5
)%
 
52

 
55

 
(5
)%
Outbound freight in cost of goods sold
$
22,501

 
$
19,196

 
17
 %
 
$
46,837

 
$
41,353

 
13
 %
_____________________________
NM = Not Meaningful
LT = Long Ton equivalent to 2,240 pounds
(1)
An adjustment of certain intrasegment items was made between nonferrous revenues and retail and other revenues for the three and six months ended February 29, 2016 to conform to the presentation for the three and six months ended February 28, 2017. The adjustment had no impact on previously reported total revenues or earnings.
(2)
Price information is shown after netting the cost of freight incurred to deliver the product to the customer.
(3)
Average sales price and volume information excludes platinum group metals ("PGMs") in catalytic converters.
(4)
Cars purchased by auto parts stores only.
AMR Segment Revenues
Revenues in the second quarter and first six months of fiscal 2017 increased by 40% and 25%, respectively, compared to the same periods in the prior year primarily due to stronger demand in the export and domestic markets, resulting in significantly higher average net selling prices for ferrous scrap metal and increased sales volumes compared to the prior year periods. Average net selling prices for shipments of ferrous scrap metal in the second quarter and first six months of fiscal 2017 increased by 47% and 27%, respectively, compared to the same periods in the prior year driven primarily by sharp increases in export and domestic ferrous prices leading into the second quarter reflecting overall stronger market conditions for recycled ferrous metals and higher market prices for other steel-making raw materials. Ferrous sales volumes in the second quarter and first six months of fiscal 2017 also increased by 16% and 9%, respectively, compared to the same periods in the prior year primarily due to improved market conditions. Additionally, nonferrous revenues in the second quarter of fiscal 2017 increased by 14% compared to the prior year period primarily due to higher nonferrous average net selling prices, and for the first six months of fiscal 2017 increased by 16% compared to the prior year period primarily due to higher sales volumes and improved product mix.


29
SCHNITZER STEEL INDUSTRIES, INC.
 

AMR Segment Operating Income (Loss)
Operating income for the second quarter and first six months of fiscal 2017 was $26 million and $39 million, respectively, compared to operating loss of $26 million and $24 million, respectively, in the second quarter and first six months of fiscal 2016. Adjusted operating income for the second quarter and first six months of fiscal 2017 was $26 million and $38 million, respectively, compared to adjusted operating income of $1 million and $3 million, respectively, in the second quarter and first six months of fiscal 2016. See the reconciliation of AMR adjusted operating income in Non-GAAP Financial Measures at the end of this Item 2.
Operating results in the second quarter and first six months of fiscal 2017 benefited from significantly higher ferrous average net selling prices on shipped volumes compared to the prior year periods driven by sharp increases in export and domestic ferrous prices leading into the second quarter. This compares to the significantly lower and sharply declining price environment experienced during the comparable periods of fiscal 2016 which had adversely impacted operating margins and overall results at AMR during the prior year periods. The higher price environment during the second quarter and first six months of fiscal 2017 positively impacted the spread between direct purchase costs and selling prices of recycled metal and led to an increase in the supply of scrap metal including end-of-life vehicles, which resulted in increased processed volumes and improved operating margins at AMR. Further, primarily during the second quarter, average inventory costs did not increase as quickly as purchase costs for scrap metal resulting in a benefit to cost of goods sold for the second quarter and first six months of fiscal 2017 and an additional improvement to operating margins. This compares to an adverse impact from average inventory accounting in the prior year periods. Generally, in periods of sharply rising prices such as reflected in AMR's operating results during the second quarter of fiscal 2017, average inventory costs do not adjust as quickly as selling prices, causing a positive impact to operating margins. When selling prices decline, AMR's operating margins typically compress.
Operating results in the second quarter and first six months of fiscal 2016 were also adversely impacted by a non-cash goodwill impairment charge of $9 million in a reporting unit within AMR and non-cash impairment charges and accelerated depreciation of $18 million on certain long-lived and other assets at AMR. See Results of Operations, Asset Impairment Charges in this Item 2 for further details on asset impairment charges. The second quarter and first six months of fiscal 2017 also benefited from improved joint venture income compared to the prior year periods driven primarily by a real estate sale at one joint venture during the second quarter resulting in recognition of a gain of $3 million at AMR.
AMR selling, general and administrative ("SG&A") expense in the second quarter and first six months of fiscal 2017 increased by $6 million and $4 million, or 23% and 8%, respectively, compared to the prior year periods primarily due to an increase in incentive compensation accruals in the second quarter resulting from improved financial performance and, to a lesser extent, increased environmental liabilities. These increases were partially offset by incremental benefits from cost saving and productivity improvement measures initiated in fiscal 2015, and further expanded in subsequent periods, to reduce direct costs of production and SG&A expense. AMR operating results in the second quarter and first six months of fiscal 2017 were positively impacted by $4 million and $9 million, respectively, of incremental benefits from these measures.
Steel Manufacturing Business
 
Three Months Ended
 
Six Months Ended
($ in thousands, except for price)
2/28/2017
 
2/29/2016
 
% Change
 
2/28/2017
 
2/29/2016
 
% Change
Revenues(1)
$
58,291

 
$
58,391

 
—
 %
 
$
110,887

 
$
130,292

 
(15
)%
 
 
 
 
 
 
 
 
 
 
 
 
Segment operating income (loss)
$
(1,746
)
 
$
(1,202
)
 
45
 %
 
$
(4,827
)
 
$
1,552

 
NM

 
 
 
 
 
 
 
 
 
 
 
 
Finished steel average sales price ($/ST)(2)
$
517

 
$
504

 
3
 %
 
$
505

 
$
530

 
(5
)%
Finished steel products sold (tons, in thousands)
106

 
110

 
(4
)%
 
207

 
233

 
(11
)%
Rolling mill utilization(3)
89
%
 
61
%
 
46
 %
 
77
%
 
64
%
 
20
 %
_____________________________
ST = Short Ton, which is 2,000 pounds
NM = Not Meaningful
(1)
Revenues include sales of semi-finished goods (billets) and finished steel products.
(2)
Price information is shown after netting the cost of freight incurred to deliver the product to the customer.
(3)
Rolling mill utilization for the second quarter and first six months of 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.


30
SCHNITZER STEEL INDUSTRIES, INC.
 

SMB Segment Revenues
Revenues in the first six months of fiscal 2017 decreased by 15% compared to the same period in the prior year and were relatively consistent quarter-over-quarter. Both periods of fiscal 2017 were adversely impacted by lower sales volumes compared to the prior year periods reflecting the effects of competition from lower-priced steel imports. In the second quarter of fiscal 2017, the impact of lower sales volumes was partially offset by higher selling prices for finished steel products compared to the prior year period driven primarily by increased steel-making raw material costs during the quarter.
SMB Segment Operating Income (Loss)
Operating loss for the second quarter of fiscal 2017 was $2 million, compared to $1 million in the prior year period. Operating results for both periods were adversely impacted by low sales volumes reflecting competition from imported steel products. The decrease in operating results quarter-over-quarter was primarily due to the combination of lower sales volumes, steel-making raw material costs increasing faster than finished steel selling prices, and higher beginning inventory costs associated with increasing production after completing major equipment upgrades in the prior quarter.
Operating loss for the first six months of fiscal 2017 was $5 million, compared to operating income of $2 million in the prior year period. Adjusted operating loss for the first six months of fiscal 2017 was $4 million, compared to adjusted operating income of $2 million in the prior year period. See the reconciliation of SMB adjusted operating income (loss) in Non-GAAP Financial Measures at the end of this Item 2. The decrease in operating results was primarily due to the adverse impact of lower sales volumes and the downtime and costs associated with major equipment upgrades during the first quarter of fiscal 2017. Operating results for both periods were adversely impacted by periods of selling prices for finished steel products falling faster than cost of goods sold, resulting in compressed operating margins and lower overall operating results.
Through the end of fiscal 2016, SMB operated two computerized rolling mills. In the first quarter of fiscal 2017, we implemented a plan that we committed to in August 2016 to shut down and decommission the older rolling mill, which was entered into service over 40 years ago, and which in recent years had been producing a small proportion of SMB's finished steel products. This plan was implemented in conjunction with an initiative to enhance the operating efficiency of the newer and more technologically advanced rolling mill, improve product quality, and expand its overall effective annual production capacity. In the first quarter of fiscal 2017, we recognized accelerated depreciation of less than $1 million due to shortening the useful lives of decommissioned machinery and equipment assets, which is reported within other asset impairment charges in the Unaudited Condensed Consolidated Statements of Operations.

31
SCHNITZER STEEL INDUSTRIES, INC.
 

Asset Impairment Charges
During the periods presented, we recorded non-cash impairment charges and accelerated depreciation on certain long-lived and other assets. Impairment charges and accelerated depreciation, excluding goodwill impairment charges, were as follows (in thousands):
 
Three Months Ended
 
Six Months Ended
 
2/28/2017
 
2/29/2016
 
2/28/2017
 
2/29/2016
Reported within other asset impairment charges(1):
 
 
 
 
 
 
 
Long-lived assets
$
—

 
$
7,336

 
$
—

 
$
7,336

Accelerated depreciation(1)
—

 
6,208

 
401

 
6,208

Investment in joint venture
—

 
1,968

 
—

 
1,968

Assets held for sale
—

 
1,659

 
—

 
1,659

Other assets(1)
—

 
1,287

 
—

 
1,287

 
—

 
18,458

 
401

 
18,458

Reported within restructuring charges and other exit-related activities:
 
 
 
 
 
 
 
Long-lived assets
—

 
329

 
—

 
329

Accelerated depreciation
—

 
630

 
96

 
630

Other assets
—

 
1,102

 
62

 
1,102

 
—

 
2,061

 
158

 
2,061

Reported within discontinued operations:
 
 
 
 
 
 
 
Long-lived assets
—

 
673

 
—

 
673

Accelerated depreciation
—

 
274

 
—

 
274

 
—

 
947

 
—

 
947

Total
$
—

 
$
21,466

 
$
559

 
$
21,466

_____________________________
(1)
Other asset impairment charges were incurred in AMR, except for $401 thousand of accelerated depreciation related to SMB for the six months ended February 28, 2017, and $79 thousand of impairment charges on Other assets related to Corporate for the three and six months ended February 29, 2016.
Corporate
Corporate expense is comprised almost entirely of unallocated SG&A expense for management and certain administrative services that benefit both reportable segments. Corporate SG&A expense for the second quarter and first six months of fiscal 2017 was $10 million and $19 million, respectively, compared to $6 million and $15 million, respectively, for the comparable periods of fiscal 2016. The higher levels of expense are primarily due to an increase in incentive compensation accruals in the second quarter resulting from improved financial performance and, to a lesser extent, increased professional services expense.
Restructuring Charges and Other Exit-Related Activities
Consolidated operating results for the second quarter and first six months of fiscal 2017 included a net benefit from restructuring charges and other exit-related activities of less than $1 million, compared to net charges of $5 million and $7 million, respectively, in the same periods in the prior year. Restructuring charges consisted of severance, contract termination and other restructuring costs. Other exit-related activities in the second quarter and first six months of fiscal 2017 consisted primarily of a gain recorded in connection with the disposition of business assets related to the elimination of a metals recycling feeder yard operation. Other exit-related activities in the second quarter and first six months of fiscal 2016 consisted of asset impairments and accelerated depreciation related to site closures. The charges incurred during the periods presented primarily pertain to restructuring initiatives announced in the second quarter of fiscal 2015 and expanded in subsequent periods (the "Q2'15 Plan"). Consolidated operating results for the periods presented also reflect benefits from cost reduction and productivity improvement measures initiated prior to the second quarter of fiscal 2015 and an immaterial amount of associated costs.
Since the beginning of fiscal 2015, we have initiated and implemented a number of cost reduction and productivity improvement measures with a targeted annual benefit of $95 million. These initiatives included those announced in the first quarter of fiscal 2015 (the "Q1'15 Plan") followed by further cost-saving and exit-related measures as part of the Q2'15 Plan targeting a combined benefit to annual operating performance of approximately $60 million, subsequently increased by $5 million in the first quarter of fiscal 2016. In the second quarter of fiscal 2016, we expanded the Q2'15 Plan initiatives by an additional $30 million.

32
SCHNITZER STEEL INDUSTRIES, INC.
 

The cost reduction and productivity improvements associated with the Q1'15 Plan are driven by a combination of revenue drivers and production and SG&A cost reduction initiatives with a targeted aggregate annual improvement of $14 million, which was achieved in fiscal 2016. The improvements to performance associated with the Q2'15 Plan include two components. The first component reflects strategic actions initiated in the second quarter of fiscal 2015 consisting of idling shredding equipment and closing seven auto parts stores at AMR to align our business to market conditions, targeting a benefit to annual operating performance of approximately $18 million, of which approximately one-third is from reduced depreciation expense. As part of the second component of the Q2'15 Plan, in April 2015, we initiated measures, and also announced the integration of the former Metals Recycling Business and Auto Parts Business into the combined AMR platform, in order to achieve operational synergies and further reduce our annual operating expenses, primarily SG&A expense, by approximately $28 million through personnel reductions, eliminating organizational layers, consolidating shared service functions and reducing other administrative costs. We expanded the Q2'15 Plan and target by initiating measures primarily in the first and second quarters of fiscal 2016 with an additional $35 million in expected benefits primarily through further reductions in personnel, savings from procurement activities, streamlining of administrative and supporting services functions, and adjustments to our operating capacity through additional facility closures, with approximately two-thirds of the target coming from a reduction in SG&A expense and the rest from a reduction in production costs, primarily at AMR.
In the second quarter and first six months of fiscal 2017, we achieved approximately $23 million and $45 million, respectively, in combined benefits related to the Q1'15 and Q2'15 Plans, including approximately $6 million and $13 million, respectively, in incremental benefits compared to the prior year periods. We expect to achieve substantially all of the combined annual improvement target of $95 million associated with these measures by the end of fiscal 2017.
Restructuring charges and other exit-related activities incurred in connection with cost reduction and productivity improvement plans were comprised of the following (in thousands):
 
Three Months Ended February 28, 2017
 
Three Months Ended February 29, 2016
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
Restructuring charges:

 

 

 

 

 

Severance costs
$
—

 
$
3

 
$
3

 
$
—

 
$
3,185

 
$
3,185

Contract termination costs
49

 
61

 
110

 
35

 
12

 
47

Other restructuring costs
—

 
—

 
—

 
—

 
—

 
—

Total restructuring charges
49

 
64

 
113

 
35

 
3,197

 
3,232

Other exit-related activities:

 

 

 

 

 

Asset impairments and accelerated depreciation
—

 
—

 
—

 
—

 
3,008

 
3,008

Gain on exit-related disposal
—

 
(562
)
 
(562
)
 
—

 
—

 
—

Total other exit-related activities
—

 
(562
)
 
(562
)
 
—

 
3,008

 
3,008

Total restructuring charges and other exit-related activities
$
49

 
$
(498
)
 
$
(449
)
 
$
35

 
$
6,205

 
$
6,240

 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charges and other exit-related activities included in continuing operations
 
$
(494
)
 

 

 
$
5,291

Restructuring charges and other exit-related activities included in discontinued operations
 
$
45

 

 

 
$
949


33
SCHNITZER STEEL INDUSTRIES, INC.
 


 
Six Months Ended February 28, 2017
 
Six Months Ended February 29, 2016
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
 
All Other Plans
 
Q2’15 Plan
 
Total Charges
Restructuring charges:
 
 
 
 
 
 
 
 
 
 
 
Severance costs
$
—

 
$
(59
)
 
$
(59
)
 
$
—

 
$
4,346

 
$
4,346

Contract termination costs
137

 
59

 
196

 
125

 
657

 
782

Other restructuring costs
—

 
—

 
—

 
—

 
—

 
—

Total restructuring charges
137

 
—

 
137

 
125

 
5,003

 
5,128

Other exit-related activities:
 
 
 
 
 
 
 
 
 
 
 
Asset impairments and accelerated depreciation
—

 
158

 
158

 
—

 
3,008

 
3,008

Gain on exit-related disposal
—

 
(562
)
 
(562
)
 
—

 
—

 
—

Total other exit-related activities
—

 
(404
)
 
(404
)
 
—

 
3,008

 
3,008

Total restructuring charges and other exit-related activities
$
137

 
$
(404
)
 
$
(267
)
 
$
125

 
$
8,011

 
$
8,136

 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charges and other exit-related activities included in continuing operations
 
$
(293
)
 
 
 
 
 
$
7,216

Restructuring charges and other exit-related activities included in discontinued operations
 
$
26

 
 
 
 
 
$
920


See Note 7 - Restructuring Charges and Other Exit-Related Activities in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report for additional details on restructuring charges.
Income Tax
Our effective tax rate from continuing operations for the second quarter and first six months of fiscal 2017 was an expense of 5.1% and 4.9%, respectively, compared to an expense of 3.3% and 1.6% for the comparable prior year periods.
The effective tax rate from continuing operations for the second quarter and first six months of fiscal 2017 and 2016 was lower than the federal statutory rate of 35% primarily due to the low projected annual effective tax rate applied to the quarterly results. The low projected annual effective tax rate was the result of our full valuation allowance positions partially offset by increases in deferred tax liabilities from indefinite-lived assets in all jurisdictions.
The valuation allowances on our deferred tax assets are the result of negative objective evidence, including the effects of historical losses in our tax jurisdictions, outweighing positive objective and subjective evidence, indicating that it is more likely than not that the associated tax benefit will not be realized. Realization of the deferred tax assets is dependent upon generating sufficient taxable income in the associated tax jurisdictions in future years to benefit from the reversal of net deductible temporary differences and from the utilization of net operating losses. We will continue to regularly assess the realizability of deferred tax assets. Changes in historical earnings performance and future earnings projections, among other factors, may cause us to adjust our valuation allowance on deferred tax assets, which would impact our results of operations in the period we determine that these factors have changed.
The effective tax rate from continuing operations for fiscal 2017 is expected to be approximately 5%, subject to financial performance for the remainder of the year.

Liquidity and Capital Resources
We rely on cash provided by operating activities as a primary source of liquidity, supplemented by current cash on hand and borrowings under our existing credit facilities.
Sources and Uses of Cash
We had cash balances of $10 million and $27 million as of February 28, 2017 and August 31, 2016, respectively. Cash balances are intended to be used primarily for working capital, capital expenditures, dividends, share repurchases, investments and acquisitions. We use excess cash on hand to reduce amounts outstanding under our credit facilities. As of February 28, 2017, debt was $209 million, compared to $193 million as of August 31, 2016, and debt, net of cash, was $200 million, compared to $166

34
SCHNITZER STEEL INDUSTRIES, INC.
 

million as of August 31, 2016 (refer to Non-GAAP Financial Measures below). Debt, net of cash, increased by $34 million primarily due to higher working capital levels.
Operating Activities
Net cash provided by operating activities in the first six months of fiscal 2017 was $6 million, compared to $47 million in the first six months of fiscal 2016.
Uses of cash in the first six months of fiscal 2017 included a $30 million increase in inventory due to higher raw material purchase prices, higher volumes on hand and the impact of timing of purchases and sales, and a $25 million increase in accounts receivable primarily due to increases in recycled metal selling prices and sales volumes and the timing of sales and collections. Sources of cash in the first six months of fiscal 2017 included a $17 million increase in accounts payable primarily due to higher raw material purchase prices and the timing of payments.
Sources of cash in the first six months of fiscal 2016 included a $26 million decrease in accounts receivable primarily due to reductions in recycled metal and finished steel selling prices and the timing of sales and collections, and a $13 million decrease in inventory due to the impacts of declining scrap metal purchase prices and timing of purchases and sales. Uses of cash in the first six months of fiscal 2016 included a $9 million decrease in accrued payroll and related liabilities due to the timing of payments.
Investing Activities
Net cash used in investing activities was $26 million in the first six months of fiscal 2017, compared to $15 million in the first six months of fiscal 2016.
Cash used in investing activities in the first six months of fiscal 2017 included capital expenditures of $22 million to upgrade our equipment and infrastructure and for additional investments in environmental and safety-related assets, compared to $16 million in the prior year period. Cash used in investing activities in the first six months of fiscal 2017 also included the purchase of a cost-method investment for $6 million.
Financing Activities
Net cash provided by financing activities in the first six months of fiscal 2017 was $3 million, compared to net cash used in financing activities of $47 million in the first six months of fiscal 2016.
Cash flows from financing activities in the first six months of fiscal 2017 included $17 million in net borrowings from debt, compared to $30 million in net repayments of debt in the prior year period (refer to Non-GAAP Financial Measures at the end of this Item 2). Uses of cash in the first six months of fiscal 2017 and 2016 also included $10 million for dividends. Cash used in financing activities in the first six months of fiscal 2016 also included $3 million for share repurchases.
Debt
Our senior secured revolving credit facilities, which provide for revolving loans of $335 million and C$15 million, mature in April 2021 pursuant to a credit agreement with Bank of America, N.A., as administrative agent, and other lenders party thereto. Interest rates on outstanding indebtedness under the agreement are based, at our option, on either the London Interbank Offered Rate ("LIBOR"), or the Canadian equivalent, plus a spread of between 1.75% and 2.75%, with the amount of the spread based on a pricing grid tied to the Company’s leverage ratio but no less than 2.50% for the fiscal quarters ended May 31, 2016, August 31, 2016 and November 30, 2016, or the greater of (a) the prime rate, (b) the federal funds rate plus 0.50%, or (c) the daily rate equal to one-month LIBOR plus 1.75%, in each case plus a spread of between zero and 1.00% based on a pricing grid tied to the Company's leverage ratio. In addition, commitment fees are payable on the unused portion of the credit facilities at rates between 0.20% and 0.40% based on a pricing grid tied to our leverage ratio.
We had borrowings outstanding under the credit facilities of $205 million as of February 28, 2017 and $180 million as of August 31, 2016. The weighted average interest rate on amounts outstanding was 3.02% and 3.01% as of February 28, 2017 and August 31, 2016, respectively.
We use the credit facilities to fund working capital, capital expenditures, dividends, share repurchases, investments and acquisitions. The credit agreement contains various representations and warranties, events of default and financial and other customary covenants which limit (subject to certain exceptions) our ability to, among other things, incur or suffer to exist certain liens, make investments, incur or guaranty additional indebtedness, enter into consolidations, mergers, acquisitions, and sales of assets, make distributions and other restricted payments, change the nature of our business, engage in transactions with affiliates and enter into restrictive agreements, including agreements that restrict the ability of our subsidiaries to make distributions. The financial covenants under the credit agreement include (a) a consolidated fixed charge coverage ratio, defined as the four-quarter rolling sum of consolidated adjusted EBITDA less defined maintenance capital expenditures divided by consolidated fixed charges; (b) a consolidated leverage ratio, defined as consolidated funded indebtedness divided by the sum of consolidated net worth and consolidated funded

35
SCHNITZER STEEL INDUSTRIES, INC.
 

indebtedness; and (c) a consolidated asset coverage ratio, defined as the consolidated asset value of eligible assets divided by the consolidated funded indebtedness. The financial covenants require maintenance of a minimum consolidated fixed charge coverage ratio of 1.25 to 1.00 for the fiscal quarter ended November 30, 2016, and 1.50 to 1.00 thereafter, a maximum leverage ratio of 0.55 to 1.00, and a minimum asset coverage ratio of 0.90 to 1.00 for fiscal quarter ended November 30, 2016, and 1.00 to 1.00 thereafter.
As of February 28, 2017, we were in compliance with the financial covenants under the credit agreement. The consolidated fixed charge coverage ratio was required to be no less than 1.50 to 1.00 and was 3.09 to 1.00 as of February 28, 2017. The consolidated leverage ratio was required to be no more than 0.55 to 1.00 and was 0.30 to 1.00 as of February 28, 2017. The asset coverage ratio was required to be no less than 1.00 to 1.00 and was 1.25 to 1.00 as of February 28, 2017.
The Company's obligations under the credit agreement are guaranteed by substantially all of our subsidiaries. The credit facilities and the related guarantees are secured by senior first priority liens on certain of our and our subsidiaries’ assets, including equipment, inventory and accounts receivable.
While we expect to remain in compliance with the financial covenants under the credit agreement, there can be no assurances that we will be able to do so in the event market conditions or other negative factors which adversely impact our results of operations and financial position lead to a trend of consolidated net losses. If we do not maintain compliance with our financial covenants and are unable to obtain an amendment or waiver from our lenders, a breach of a financial covenant would constitute an event of default and allow the lenders to exercise remedies under the agreements, the most severe of which is the termination of the credit facilities under our committed bank credit agreement and acceleration of the amounts owed under the agreement. In such case, we would be required to evaluate available alternatives and take appropriate steps to obtain alternative funds. There can be no assurances that any such alternative funds, if sought, could be obtained or, if obtained, would be adequate or on acceptable terms.
As of August 31, 2016, we had $8 million of tax-exempt economic development revenue bonds outstanding with the State of Oregon and scheduled to mature in January 2021. In August 2016, we exercised our option to redeem the bonds prior to maturity. We repaid the bonds in full in the first quarter of fiscal 2017. The obligation is reported as a current liability within short-term borrowings as of August 31, 2016 on the Unaudited Condensed Consolidated Balance Sheet, and the $8 million repayment is reported as a cash outflow from financing activities for the six months ended February 28, 2017 on the Unaudited Condensed Consolidated Statement of Cash Flows.
Capital Expenditures
Capital expenditures totaled $22 million for the first six months of fiscal 2017, compared to $16 million for the prior year period. We currently plan to invest in the range of $45 million in capital expenditures on maintenance and environmental compliance and safety-related projects in fiscal 2017 using cash generated from operations and available credit facilities.
Dividends
On January 26, 2017, our Board of Directors declared a dividend for the second quarter of fiscal 2017 of $0.1875 per common share, which equates to an annual cash dividend of $0.75 per common share. The dividend was paid on February 21, 2017.
Environmental Compliance
Our commitment to recycling and operating our business in an environmentally responsible manner requires us to continue to invest in facilities that improve our environmental presence in the communities in which we operate. As part of our capital expenditures, we invested $7 million in capital expenditures for environmental projects in the first six months of fiscal 2017, and plan to invest in the range of $20 million for such projects in fiscal 2017. These projects include investments in storm water systems and equipment to ensure ongoing compliance with air quality and other environmental regulations.
We have been identified by the United States Environmental Protection Agency (“EPA”) as one of the potentially responsible parties that own or operate or formerly owned or operated sites which are part of or adjacent to the Portland Harbor Superfund site (“the Site”). See Note 6 - Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report for a discussion of this matter. We believe it is not possible to reasonably estimate the amount or range of costs which we are likely to or which it is reasonably possible that we will incur in connection with the Site, although such costs could be material to our financial position, results of operations, cash flows and liquidity. We have insurance policies that we believe will provide reimbursement for costs we incur for defense, remediation and mitigation for natural resource damages claims in connection with the Site, although there are no assurances that those policies will cover all of the costs which we may incur. Significant cash outflows in the future related to the Site could reduce the amounts available for borrowing that could otherwise be used for working capital, capital expenditures, dividends, share repurchases, investments and acquisitions and could result in our failure to maintain compliance with certain covenants in our debt agreements, and could adversely impact our liquidity.

36
SCHNITZER STEEL INDUSTRIES, INC.
 

Share Repurchase Program
Pursuant to our amended share repurchase program, we have existing authorization to repurchase up to approximately 1.8 million shares of our Class A common stock when we deem such repurchases to be appropriate. We evaluate long- and short-range forecasts as well as anticipated sources and uses of cash before determining the course of action in our share repurchase program.
Assessment of Liquidity and Capital Resources
Historically, our available cash resources, internally generated funds, credit facilities and equity offerings have financed our acquisitions, capital expenditures, working capital and other financing needs.
We generally believe our current cash resources, internally generated funds, existing credit facilities and access to the capital markets will provide adequate short-term and long-term liquidity needs for working capital, capital expenditures, share repurchases, dividends, joint ventures, debt service requirements, environmental obligations and acquisitions. However, in the event of a sustained market deterioration, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate steps to obtain sufficient additional funds. There can be no assurances that any such supplemental funding, if sought, could be obtained or, if obtained, would be adequate or on acceptable terms.

Off-Balance Sheet Arrangements
None.

Contractual Obligations
There were no material changes related to contractual obligations and commitments from the information provided in our Annual Report on Form 10-K for the fiscal year ended August 31, 2016.
We maintain stand-by letters of credit to provide support for certain obligations, including workers’ compensation and performance bonds. As of February 28, 2017, we had $8 million outstanding under these arrangements.

Critical Accounting Policies and Estimates
We reaffirm our critical accounting policies and estimates as described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended August 31, 2016.
Recently Issued Accounting Standards
For a description of recent accounting pronouncements that may have an impact on our financial condition, results of operations or cash flows, see Note 2 - Recent Accounting Pronouncements in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.


37
SCHNITZER STEEL INDUSTRIES, INC.
 

Non-GAAP Financial Measures
Debt, net of cash
Debt, net of cash is the difference between (i) the sum of long-term debt and short-term borrowings (i.e., total debt) and (ii) cash and cash equivalents. We believe that debt, net of cash is a useful measure for investors because, as cash and cash equivalents can be used, among other things, to repay indebtedness, netting this against total debt is a useful measure of our leverage.
The following is a reconciliation of debt, net of cash (in thousands):
 
February 28, 2017
 
August 31, 2016
Short-term borrowings
$
676

 
$
8,374

Long-term debt, net of current maturities
208,801

 
184,144

Total debt
209,477

 
192,518

Less: cash and cash equivalents
9,830

 
26,819

Total debt, net of cash
$
199,647

 
$
165,699

Net borrowings (repayments) of debt
Net borrowings (repayments) of debt is the sum of borrowings from long-term debt, repayments of long-term debt, proceeds from line of credit, and repayment of line of credit. We present this amount as the net change in borrowings (repayments) for the period because we believe it is useful to investors as a meaningful presentation of the change in debt.
The following is a reconciliation of net borrowings (repayments) of debt (in thousands):
 
Six Months Ended
 
2/28/2017
 
2/29/2016
Borrowings from long-term debt
$
245,633

 
$
49,160

Repayment of long-term debt
(228,673
)
 
(79,456
)
Proceeds from line of credit
—

 
115,500

Repayment of line of credit
—

 
(115,500
)
Net borrowings (repayments) of debt
$
16,960

 
$
(30,296
)
Adjusted consolidated operating income (loss), adjusted AMR operating income, adjusted SMB operating income (loss), adjusted net income (loss) from continuing operations attributable to SSI, and adjusted diluted earnings (loss) per share from continuing operations attributable to SSI
Management believes that providing these non-GAAP financial measures provides a meaningful presentation of our results from business operations excluding adjustments for a goodwill impairment charge, other asset impairment charges, restructuring charges and other exit-related activities, recoveries related to the resale or modification of previously contracted shipments, and income tax expense (benefit) associated with these adjustments, items which are not related to underlying business operational performance, and improves the period-to-period comparability of our results from business operations. Adjusted operating results in fiscal 2015 excluded the impact from the resale or modification of the terms, each at significantly lower prices due to sharp declines in selling prices, of certain previously-contracted bulk shipments for delivery during fiscal 2015. Recoveries resulting from settlements with the original contract parties, which began in the third quarter of fiscal 2016, are reported within SG&A expense in the Unaudited Condensed Consolidated Statements of Operations and are also excluded from the measures.

38
SCHNITZER STEEL INDUSTRIES, INC.
 

The following is a reconciliation of adjusted consolidated operating income (loss), adjusted AMR operating income, adjusted SMB operating income (loss), adjusted income (loss) from continuing operations attributable to SSI, and adjusted diluted earnings (loss) per share from continuing operations attributable to SSI (in thousands, except per share data):
 
Three Months Ended
 
Six Months Ended
 
2/28/2017
 
2/29/2016
 
2/28/2017
 
2/29/2016
Consolidated operating income (loss):
 
 
 
 
As reported
$
14,171

 
$
(37,076
)
 
$
14,758

 
$
(41,104
)
Goodwill impairment charge
—

 
8,845

 
—

 
8,845

Other asset impairment charges
—

 
18,458

 
401

 
18,458

Restructuring charges and other exit-related activities
(494
)
 
5,291

 
(293
)
 
7,216

Recoveries related to the resale or modification of previously contracted shipments
(417
)
 
—

 
(556
)
 
—

Adjusted
$
13,260

 
$
(4,482
)
 
$
14,310

 
$
(6,585
)
 
 
 
 
 
 
 
 
AMR operating income:
 
 
 
 
As reported
$
26,359

 
$
(26,350
)
 
$
38,778

 
$
(24,314
)
Goodwill impairment charge
—

 
8,845

 
—

 
8,845

Other asset impairment charges
—

 
18,379

 
—

 
18,379

Recoveries related to the resale or modification of previously contracted shipments
(417
)
 
—

 
(556
)
 
—

Adjusted
$
25,942

 
$
874

 
$
38,222

 
$
2,910

 
 
 
 
 
 
 
 
SMB operating income (loss):
 
 
 
 
As reported
$
(1,746
)
 
$
(1,202
)
 
$
(4,827
)
 
$
1,552

Other asset impairment charges
—

 
—

 
401

 
—

Adjusted
$
(1,746
)
 
$
(1,202
)
 
$
(4,426
)
 
$
1,552

 
 
 
 
 
 
 
 
Income (loss) from continuing operations attributable to SSI:
 
 
 
 
As reported
$
11,132

 
$
(40,221
)
 
$
9,859

 
$
(45,452
)
Goodwill impairment charge
—

 
8,845

 
—

 
8,845

Other asset impairment charges
—

 
18,458

 
401

 
18,458

Restructuring charges and other exit-related activities
(494
)
 
5,291

 
(293
)
 
7,216

Recoveries related to the resale or modification of previously contracted shipments
(417
)
 
—

 
(556
)
 
—

Income tax expense (benefit) allocated to adjustments(1)
46

 
866

 
6

 
554

Adjusted
$
10,267

 
$
(6,761
)
 
$
9,417

 
$
(10,379
)
 
 
 
 
 
 
 
 
Diluted earnings (loss) per share from continuing operations attributable to SSI:
 
 
 
 
As reported
$
0.40

 
$
(1.48
)
 
$
0.35

 
$
(1.67
)
Goodwill impairment charge, per share
—

 
0.33

 
—

 
0.33

Other asset impairment charges, per share
—

 
0.68

 
0.01

 
0.68

Restructuring charges and other exit-related activities, per share
(0.02
)
 
0.19

 
(0.01
)
 
0.27

Recoveries related to the resale or modification of previously contracted shipments, per share
(0.01
)
 
—

 
(0.02
)
 
—

Income tax expense (benefit) allocated to adjustments, per share(1)
—

 
0.03

 
—

 
0.02

Adjusted(2)
$
0.37

 
$
(0.25
)
 
$
0.34

 
$
(0.38
)
____________________________
(1)
Income tax allocated to the aggregate adjustments reconciling reported and adjusted 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.
(2)
May not foot due to rounding.

39
SCHNITZER STEEL INDUSTRIES, INC.
 

We believe that these non-GAAP financial measures allow for a better understanding of our operating and financial performance. These non-GAAP financial measures should be considered in addition to, but not as a substitute for, the most directly comparable U.S. GAAP measures. Although we find these non-GAAP financial measures useful in evaluating the performance of our business, our reliance on these measures is limited because the adjustments often have a material impact on our consolidated financial statements presented in accordance with GAAP. Therefore, we typically use these adjusted amounts in conjunction with our GAAP results to address these limitations.


40
SCHNITZER STEEL INDUSTRIES, INC.
 

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Price Risk
We are exposed to commodity price risk, mainly associated with variations in the market price for finished steel products and ferrous and nonferrous metals including scrap metal, end-of-life vehicles and other commodities. The timing and magnitude of industry cycles are difficult to predict and are impacted by general economic conditions. We respond to increases and decreases in forward selling prices by adjusting purchase prices on a timely basis. We actively manage our exposure to commodity price risk and monitor the actual and expected spread between forward selling prices and purchase costs and processing and shipping expense. Sales contracts are based on prices negotiated with our customers, and generally orders are placed 30 to 60 days ahead of the shipment date. However, financial results may be negatively impacted when forward selling prices fall more quickly than we can adjust purchase prices or when customers fail to meet their contractual obligations. We assess the net realizable value of inventory (“NRV”) each quarter based upon contracted sales orders and estimated future selling prices. Based on contracted sales and estimates of future selling prices at February 28, 2017, a 10% decrease in the selling price per ton of finished steel products would have caused an NRV inventory write-down of $4 million at SMB. A 10% decrease in the selling price of inventory would not have had a material NRV impact on AMR as of February 28, 2017.
Interest Rate Risk
There have been no material changes to our disclosure regarding interest rate risk set forth in Item 7A. Quantitative and Qualitative Disclosures About Market Risk included in our Annual Report on Form 10-K for the year ended August 31, 2016.
Credit Risk
As of February 28, 2017 and August 31, 2016, 31% and 34%, respectively, of our trade accounts receivable balance was covered by letters of credit. Of the remaining balance, 92% and 94%, respectively, was less than 60 days past due as of February 28, 2017 and August 31, 2016.
Foreign Currency Exchange Rate Risk
We are exposed to foreign currency exchange rate risk, mainly associated with sales transactions and related accounts receivable denominated in the U.S. Dollar by our Canadian subsidiary with a functional currency of the Canadian Dollar. In certain instances, we may use derivatives to manage some portion of this risk. Our derivatives are agreements with independent counterparties that provide for payments based on a notional amount. As of February 28, 2017 and August 31, 2016, we did not have any derivative contracts.


41
SCHNITZER STEEL INDUSTRIES, INC.
 

ITEM 4.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives. Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has completed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of February 28, 2017, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

42
SCHNITZER STEEL INDUSTRIES, INC.
 

PART II. OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS
Information regarding reportable legal proceedings is contained in Part I, "Item 3. Legal Proceedings" in our Annual Report on Form 10-K for the fiscal year ended August 31, 2016. Also see Note 6 - Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item I, incorporated by reference herein.

ITEM 1A.
RISK FACTORS
There have been no material changes to our risk factors reported or new factors identified since the filing of our Annual Report on Form 10-K for the year ended August 31, 2016, which was filed with the Securities and Exchange Commission on October 25, 2016, except for the following:
Potential costs related to the environmental cleanup of Portland Harbor may be material to our financial position and liquidity
In December 2000, we were notified by the United States Environmental Protection Agency (“EPA”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) that we are one of the potentially responsible parties (“PRPs”) that own or operate or formerly owned or operated sites which are part of or adjacent to the Portland Harbor Superfund site (the “Site”). The precise nature and extent of any cleanup of the Site, the parties to be involved, the timing of any specific remedial action and the allocation of the costs for any cleanup among responsible parties have not yet been determined. The process of site investigation, remedy selection, identification of additional PRPs and allocation of costs has been underway for a number of years, but significant uncertainties remain. It is unclear to what extent we will be liable for environmental costs or natural resource damage claims or third party contribution or damage claims with respect to the Site.
While we participated in certain preliminary Site study efforts, we were not party to the consent order entered into by the EPA with certain other PRPs, referred to as the “Lower Willamette Group” (“LWG”), for a remedial investigation/feasibility study (“RI/FS”). During fiscal 2007, we and certain other parties agreed to an interim settlement with the LWG under which we made a cash contribution to the LWG RI/FS. We have also joined with approximately 100 other PRPs, including the LWG members, in a voluntary process to establish an allocation of costs at the Site, including costs incurred by the LWG in the RI/FS process. The LWG members have also commenced federal court litigation, which has been stayed, seeking to bring additional parties into the allocation process.
In January 2008, the Natural Resource Damages Trustee Council (“Trustees”) for Portland Harbor invited us and other PRPs to participate in funding and implementing the Natural Resource Injury Assessment for the Site. Following meetings among the Trustees and the PRPs, a funding and participation agreement was negotiated under which the participating PRPs agreed to fund the first phase of the natural resource damage assessment. We joined in that Phase I agreement and paid a portion of those costs. We did not participate in funding the second phase of the natural resource damage assessment.
A former Trustee, the Confederated Tribes and Bands of the Yakama Nation, which withdrew from the council in 2009, filed a suit on January 30, 2017 against approximately 30 parties, including us, seeking reimbursement of certain past and future response costs in connection with remedial action at the Site and recovery of assessment costs related to natural resources damages from
releases at and from the Site to the Multnomah Channel and the Lower Columbia River. We do not have sufficient information to determine the likelihood of a loss or to estimate the amount of damages being sought or the amount of such damages that could be allocated to us.
On March 30, 2012, the LWG submitted to the EPA and made available on its website a draft feasibility study (“FS”) for the Site based on approximately ten years of work and $100 million in costs classified by the LWG as investigation-related. The draft FS submitted by the LWG identified ten possible remedial alternatives which ranged in estimated cost from approximately $170 million to $250 million (net present value) for the least costly alternative to approximately $1.08 billion to $1.76 billion (net present value) for the most costly alternative and estimated a range of two to 28 years to implement the remedial work, depending on the selected alternative. However, the EPA largely rejected this draft FS, and took over the drafting process. The EPA provided their revised draft FS in August 2015 that identified five possible remedial alternatives which ranged in estimated cost from approximately $550 million to $1.19 billion (net present value) for the least costly alternative to approximately $1.71 billion to $3.67 billion (net present value) for the most costly alternative and estimated a range of four to 18 years to implement the remedial work.
In June 2016, the EPA issued its final FS and Proposed Plan for the cleanup of the in-river portion of the Site. In the Proposed Plan, the EPA identified its preferred alternative, which included a combination of dredging, capping, and enhanced natural recovery and which the EPA estimated would take approximately seven years to construct with additional time for monitored natural recovery to occur and cost an estimated $746 million (net present value). This is approximately half of the estimated $1.4 billion (net present value) cost of a very similar preferred alternative that EPA Region 10 presented to a peer review group in November 2015. The final FS identified eight possible remedial alternatives (some of which contain two disposal alternatives, for a total of 13 possible alternative remedial scenarios) which ranged in estimated cost from approximately $316 million to $677 million (net present value) for the least costly alternative to approximately $1.21 billion to $2.67 billion (net present value) for the most costly alternative that the EPA did not screen out and estimated a range of four to 19 years to implement the remedial work.
The EPA received input on its Proposed Plan from over 5,300 commenters during a 90-day public comment period that closed in September 2016. In their comments, we and certain other stakeholders identified a number of serious concerns regarding the EPA's risk and remedial alternatives assessments and the EPA's cost estimates, scheduling assumptions and conclusions regarding the feasibility, effectiveness and assignment of remediation technologies, including that the EPA’s FS and Proposed Plan were based on data that are more than a decade old and may not accurately represent site or background conditions.
In January 2017, the EPA issued a Record of Decision (“ROD”) that identified the selected remedy for the Site. The selected remedy is a modified version of one of the alternative remedies in the EPA’s FS that expands the scope of the cleanup and has an estimated cost which is significantly more than their Proposed Plan. The EPA has estimated the total cost of the selected remedy at $1.7 billion with a net present value cost of $1.05 billion (at a 7% discount rate) and an estimated construction period of 13 years following completion of the remedial designs. In the ROD, the EPA stated that the cost estimate is an order-of-magnitude engineering estimate that is expected to be within +50% to -30% of the actual project cost and that changes in the cost elements are likely to occur as a result of new information and data collected during the engineering design. We have identified a number of concerns regarding the EPA's estimated cost and time required for the selected remedy. Because of questions regarding cost-effectiveness and other concerns, such as technical feasibility, use of stale data and the need for new baseline data, it is uncertain whether the ROD will be implemented as issued. In addition, the ROD does not determine or allocate the responsibility for remediation costs.
In the ROD, the EPA acknowledged that the assumptions used to estimate costs for the selected remedy were developed based on the existing data and will be finalized during the remedial design, after design level data to refine the baseline conditions are obtained. Moreover, the ROD provides only Site-wide cost estimates and does not provide sufficient detail or ranges of certainty and finality to estimate costs for specific sediment management areas. Accordingly, the EPA has indicated and we anticipate that additional pre-remedial design investigative work, such as new baseline sampling and monitoring, will be conducted in order to provide a re-baseline and delineate particular remedial actions for specific areas within the Site. This re-baselining will need to occur prior to proceeding with the next phase in the process which is the remedial design. The remedial design phase is an engineering phase during which additional technical information and data will be collected, identified and incorporated into technical drawings and specifications developed for the subsequent remedial action. The EPA is seeking a new coalition of PRPs to perform the re-baselining and remedial design activities. Remediation activities are not expected to commence for a number of years and responsibility for implementing and funding the EPA’s selected remedy will be determined in a separate allocation process. While an allocation process is currently underway, the EPA's ROD has raised questions and uncertainty as to when and how that allocation process will proceed.
Because there has not been a determination of the specific remediation actions that will be required, the amount of natural resource damages or how the costs of the investigations and any remedy and natural resource damages will be allocated among the PRPs, we believe it is not possible to reasonably estimate the amount or range of costs which we are likely to or which it is reasonably

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possible that we will incur in connection with the Site, although such costs could be material to our financial position, results of operations, cash flows and liquidity. Among the facts currently being developed are detailed information on the history of ownership of and the nature of the uses of and activities and operations performed on each property within the Site, which are factors that will play a substantial role in determining the allocation of investigation and remedy costs among the PRPs. We have insurance policies that we believe will provide reimbursement for costs we incur for defense, remediation and mitigation for natural resource damages claims in connection with the Site, although there is no assurance that those policies will cover all of the costs which we may incur. Significant cash outflows in the future related to the Site could reduce the amount of our borrowing capacity that could otherwise be used for investment in capital expenditures, acquisitions, dividends and share repurchases. Any material liabilities incurred in the future related to the Site could result in our failure to maintain compliance with certain covenants in our debt agreements. See Note 6 - Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.


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SCHNITZER STEEL INDUSTRIES, INC.
 

ITEM 6.
EXHIBITS
Exhibit Number
 
Exhibit Description
 
 
 
10.1*
 
 
 
 
31.1
 
 
 
 
31.2
 
 
 
 
32.1
 
 
 
 
32.2
 
 
 
 
101
 
The following financial information from Schnitzer Steel Industries, Inc.’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Condensed Consolidated Statements of Operations for the three and six months ended February 28, 2017 and February 29, 2016, (ii) Unaudited Condensed Consolidated Balance Sheets as of February 28, 2017 and August 31, 2016, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended February 28, 2017 and February 29, 2016, (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended February 28, 2017 and February 29, 2016, and (v) the Notes to Unaudited Condensed Consolidated Financial Statements.
* Management contract or compensatory plan or arrangement.


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SCHNITZER STEEL INDUSTRIES, INC.
 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
SCHNITZER STEEL INDUSTRIES, INC.
 
 
(Registrant)
 
 
 
 
Date:
April 6, 2017
By:
/s/ Tamara L. Lundgren
 
 
 
Tamara L. Lundgren
 
 
 
President and Chief Executive Officer
 
 
 
 
Date:
April 6, 2017
By:
/s/ Richard D. Peach
 
 
 
Richard D. Peach
 
 
 
Senior Vice President, Chief Financial Officer and Chief of Corporate Operations

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