This section includes a discussion of our operations for the three months ended
November 30, 2022 and 2021. The following discussion and analysis provide
information which management believes is relevant to an assessment and
understanding of our financial condition and results of operations. The
discussion should be read in conjunction with our Annual Report on Form 10-K for
the year ended August 31, 2022, 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. is one of North America's
largest recyclers of ferrous and nonferrous metal, including end-of-life
vehicles, and a manufacturer of finished steel products. As a vertically
integrated organization, we offer a range of products and services to meet
global demand through our network that includes 51 retail self-service auto
parts stores, 54 metals recycling facilities, and an electric arc furnace
("EAF") steel mill.
We sell recycled ferrous and nonferrous metal in both foreign and domestic
markets. We also sell a range of finished steel long products produced at our
steel mill. We acquire, process, and recycle end-of-life (salvaged) vehicles,
rail cars, home appliances, industrial machinery, manufacturing scrap, and
construction and demolition scrap through our facilities. Our retail
self-service auto parts stores located across the United States ("U.S.") and
Western Canada, which operate under the commercial brand-name Pick-n-Pull,
procure the significant majority of our salvaged vehicles and sell serviceable
used auto parts from these vehicles. Upon acquiring a salvaged vehicle, we
remove catalytic converters, aluminum wheels, and batteries for separate
processing and sale prior to placing the vehicle in our retail lot. After retail
customers have removed desired parts from a vehicle, we may remove remaining
major component parts containing ferrous and nonferrous metals, which are
primarily sold to wholesalers. The remaining auto bodies are crushed and shipped
to our metals recycling facilities to be shredded or sold to third parties when
geographically more economical. At our metals recycling facilities, we process
mixed and large pieces of scrap metal into smaller pieces by crushing, torching,
shearing, shredding, separating, and sorting, resulting in recycled ferrous,
nonferrous, and mixed metal pieces of a size, density, and metal content
required by customers to meet their production needs. Each of our shredding,
nonferrous processing, and separation systems is designed to optimize the
recovery of valuable recycled metal. We also purchase nonferrous metal directly
from industrial vendors and other suppliers and aggregate and prepare this metal
for shipment to customers by ship, rail, or truck. In addition to the sale of
recycled metal processed at our facilities, we also provide a variety of
recycling and related services including brokering the sale of ferrous and
nonferrous scrap metal generated by industrial entities and demolition projects
to customers in the domestic market, among other services. Our steel mill
produces semi-finished goods (billets) and finished goods, consisting of rebar,
coiled rebar, wire rod, merchant bar, and other specialty products, using
recycled ferrous metal sourced internally from our recycling and joint venture
operations and other raw materials.
We operate seven deepwater port locations, six of which are equipped with
large-scale shredders. Our deepwater port facilities on both the East and West
Coasts of the U.S. (in Everett, Massachusetts; Providence, Rhode Island;
Oakland, California; Tacoma, Washington; and Portland, Oregon) and access to
public deepwater port facilities (in Kapolei, Hawaii and Salinas, Puerto Rico)
allow us to ship bulk cargoes of processed recycled ferrous metal to steel
manufacturers located in Europe, Africa, the Middle East, Asia, North America,
Central America, 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, wire and cable producers,
wholesalers, and other recycled metal processors 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 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 results of operations also depend substantially on our operating
leverage from processing and selling higher volumes of recycled metal as well as
our ability to efficiently extract ferrous and nonferrous metals from the
shredding process. We respond to changes in selling prices for processed metal
by seeking to adjust purchase prices for unprocessed scrap metal in order to
manage the impact on our operating results. We believe we generally benefit from
sustained periods of stable or rising recycled metal selling prices, which allow
us to better maintain or increase both operating results and unprocessed scrap
metal flow into our facilities. When recycled metal selling prices decline,
either sharply or for a sustained period, our operating margins typically
compress. With respect to finished steel products produced at our steel mill,
our results of operations are impacted by demand and prices for these products,
which are sold to customers located primarily in the Western U.S. and Western
Canada.
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SCHNITZER STEEL INDUSTRIES, INC.
Our quarterly operating results fluctuate based on a variety of factors
including, but not limited to, changes in market conditions for recycled ferrous
and nonferrous metal and finished steel products, the supply of scrap metal in
our domestic markets, varying demand for used auto parts from our self-service
retail stores, the efficiency of our supply chain, and variations in production
and other operating costs. Certain of these factors are influenced, to a degree,
by the impact of seasonal changes including severe weather conditions, which can
impact the timing of shipments and inhibit construction activity utilizing our
products, scrap metal collection and production levels at our facilities, and
retail admissions and parts sales at our auto parts stores. Further, sanctions,
trade actions, and licensing, product quality, and inspection requirements can
impact the level of profitability on sales of our products and, in certain
cases, impede or restrict our ability to sell to certain export markets or
require us to direct our sales to alternative market destinations, which can
cause our quarterly operating results to fluctuate.
Steel Mill Fire
On May 22, 2021, we experienced a fire at our steel mill in McMinnville, Oregon.
Direct physical loss or damage to property from the incident was limited to the
mill's melt shop, with no bodily injuries and no physical loss or damage to
other buildings or equipment. The rolling mill production ceased in early June
2021. In August 2021, our steel mill began ramping up operations following the
substantial completion of replacement and repairs of property and equipment in
the melt shop that had been lost or damaged by the fire. We experienced the loss
of business income during the shutdown of the steel mill and the subsequent
ramp-up phase which was substantially completed during the second quarter of
fiscal 2022. We have insurance that we believe is fully applicable to the losses
and have filed initial insurance claims, which are subject to deductibles and
various conditions, exclusions, and limits, for the property that experienced
physical loss or damage and business income losses resulting from the matter.
The property damage deductible under the policies insuring our assets in this
matter is $1 million, while the deductible for lost business income is 10 times
the Average Daily Gross Earnings which would have been earned had no
interruption occurred, calculated subject to judgments and uncertainties. As of
August 31, 2021, prepaid expenses and other current assets included an initial
$10 million insurance receivable recognized in fiscal 2021, primarily offsetting
applicable losses including capital purchases of $10 million that we had
incurred as of August 31, 2021. In fiscal 2022, we increased the amount of this
insurance receivable to $25 million and recognized a related $15 million
insurance recovery gain within cost of goods sold, $3 million of which was
recognized in the first quarter of fiscal 2022 and included within the Unaudited
Condensed Consolidated Statements of Operations, reflecting recovery of
applicable losses incurred as a result of the fire to date. In addition, during
fiscal 2022, we received advance payments from insurers totaling approximately
$30 million towards our claims, and not reflecting any final or full settlement
of claims with the insurers, which amount reduced the $25 million insurance
receivable to zero with the remaining amount of advance payments of $5 million
reported within other accrued liabilities on the Unaudited Condensed
Consolidated Balance Sheets as of November 30, 2022 and August 31, 2022. These
amounts do not reflect potential additional recoveries of business income losses
resulting from this matter that may be recognized in the future when settlements
of the business interruption claims are resolved.
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SCHNITZER STEEL INDUSTRIES, INC.
Everett Facility Shredder Fire
On December 8, 2021, we experienced a fire at our metals recycling facility in
Everett, Massachusetts. Direct physical loss or damage to property from the
incident was limited to the facility's shredder building and equipment, with no
bodily injuries and no physical loss or damage to property reported at other
buildings or equipment. As a result of the fire, shredding operations ceased,
while all non-shredding operations at the facility continued, including
torching, shearing, separating, and sorting purchased non-shreddable recycled
ferrous metals. On January 28, 2022, shredding operations at the facility began
ramping up following the replacement and repairs to shredder equipment that had
been damaged. Completion of the remainder of repair and replacement of property
that experienced physical loss or damage, primarily buildings and improvements,
will occur over a longer period and impacts on business income may continue. For
example, shredding operations temporarily ceased at the facility on June 18,
2022 and, following discussions with the Massachusetts Department of
Environmental Protection and the Massachusetts Attorney General's office, we
installed a temporary emission capture system and controls that allowed for us
to resume shredding operations on November 11, 2022 and continue shredding
operations while the repair and replacement of the shredder enclosure building
is completed. Non-shredding operations at the facility continued during this
period. We have insurance that we believe is fully applicable to the losses,
including but not limited to the costs of installing the temporary capture and
controls system and any associated loss of business income, and have filed
initial insurance claims, which are subject to deductibles and various
conditions, exclusions, and limits, for the property damage or loss and business
income losses resulting from the matter. The property damage deductible under
the policies insuring our assets in this matter is $0.5 million, while the
deductible for lost business income is 10 times the Average Daily Gross Earnings
which would have been earned had no interruption occurred, calculated subject to
judgments and uncertainties. The insurance claims resolution process may extend
significantly beyond completion of repair and replacement of the physical plant
property that experienced physical loss or damage and the restart of production
activities. In fiscal 2022, after the fire, we recognized an aggregate $17
million insurance receivable and related insurance recovery gain, reported
within prepaid expenses and other current assets and within cost of goods sold,
respectively, reflecting recovery of applicable losses including impairment
charges of $7 million related to the carrying value of plant and equipment
assets damaged by the fire and initial capital purchases and other costs
totaling $10 million that we had incurred as of August 31, 2022. Also during
fiscal 2022, we received advance payments from insurers totaling approximately
$7 million towards our claims, and not reflecting any final or full settlement
of claims with the insurers, which amount reduced the insurance receivable to
$10 million as of November 30, 2022 and August, 31 2022. These amounts do not
reflect potential additional recoveries of costs for the repair and replacement
of property that experienced physical loss or damage or of business income
losses resulting from this matter that may be recognized in the future when
settlements of the claims are resolved.
Coronavirus Disease 2019 ("COVID-19")
We continue to monitor the impact of COVID-19 on all aspects of our business.
Following the onset of COVID-19 and its negative effects on our business, most
prominently reflected in our fiscal 2020 results, global economic conditions
improved beginning in fiscal 2021 and continued to improve through most of
fiscal 2022. However, there are ongoing global impacts resulting directly or
indirectly from the pandemic including labor shortages, logistical challenges,
and increases in costs for certain goods and services including due to the
impact of inflation, which have negatively impacted our sales volumes, operating
costs, and financial results to varying degrees. The ongoing effects of the
COVID-19 pandemic could negatively impact our results of operations, cash flows,
and financial position in the future.
Use of Non-GAAP Financial Measures
In this management's discussion and analysis, we use supplemental measures of
our performance, liquidity, and capital structure which are derived from our
consolidated financial information, but which are not presented in our
consolidated financial statements prepared in accordance with GAAP. We believe
that providing these non-GAAP financial measures adds a meaningful presentation
of our operating and financial performance, liquidity, and capital structure.
For example, we use adjusted EBITDA as one of the measures to compare and
evaluate financial performance. Adjusted EBITDA is the sum of our net (loss)
income before results from discontinued operations, interest expense, income
taxes, depreciation and amortization, asset impairment charges, restructuring
charges and other exit-related activities, charges for legacy environmental
matters (net of recoveries), business development costs not related to ongoing
operations including pre-acquisition expenses, and other items which are not
related to underlying business operational performance.
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SCHNITZER STEEL INDUSTRIES, INC.
See the reconciliations of supplemental financial measures, including adjusted
EBITDA, in Non-GAAP Financial Measures at the end of this Item 2.
Our non-GAAP financial measures should be considered in addition to, but not as
a substitute for, the most directly comparable 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 they often
materially differ from 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. Our non-GAAP
financial measures may not be comparable to similarly titled measures of other
companies. Other companies, including companies in our industry, may calculate
non-GAAP financial measures differently than we do, limiting the usefulness of
those measures for comparative purposes.
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SCHNITZER STEEL INDUSTRIES, INC.
Financial Highlights of Results of Operations for the First Quarter of Fiscal
2023
•
Diluted loss per share from continuing operations attributable to SSI
shareholders in the first quarter of fiscal 2023 was $(0.64), compared to
earnings per share of $1.55 in the prior year quarter.
•
Adjusted diluted loss per share from continuing operations attributable to SSI
shareholders in the first quarter of fiscal 2023 was ($0.44), compared to
adjusted diluted earnings per share of $1.58 in the prior year quarter.
•
Net loss in the first quarter of fiscal 2023 was $18 million, compared to net
income of $47 million in the prior year quarter.
•
Adjusted EBITDA in the first quarter of fiscal 2023 was $8 million, compared to
$78 million in the prior year quarter.
Market conditions for recycled metals were weaker in the first quarter of fiscal
2023 compared to the prior year quarter, leading to significantly lower average
net selling prices for our ferrous and nonferrous products and a significant
compression in metal spreads. In the first quarter of fiscal 2023, the average
net selling prices for our ferrous and nonferrous products decreased by 24% and
14%, respectively, and ferrous sales volumes decreased by 26%, compared to the
prior year quarter. The reduction in ferrous sales volumes was primarily due to
disruptions related to an extended shredder outage at our Everett metals
recycling facility and a regulatory issue limiting operations at our shredder
facility in California, both of which were resolved by mid-November, tight
supply flows in the lower price environment, and the delay of several bulk
shipments to December 2022, partially offset by the impact on our quarterly
sales volumes of business acquisitions completed during the first and third
quarters of fiscal 2022. Market conditions for our finished steel products were
robust in the first quarter of fiscal 2023, with finished steel average selling
prices increasing 4% compared to the prior year quarter which contributed to
expanded metal spreads, while finished steel sales volumes increased 19%, in
part due to the impact on the prior year quarterly volumes of the ramp up of
steel mill operations following the May 2021 fire. Our results in the first
quarter of fiscal 2023 also reflected an unfavorable impact from average
inventory accounting compared to a favorable impact in the prior year quarter,
lower year-over-year platinum group metals (PGM) prices, an impairment charge
related to an equity investment, and the impact of inflation. We achieved a
benefit of approximately $14 million from productivity and cost reduction
initiatives, including from measures announced in October 2022 and implemented
during the first quarter of fiscal 2023, which helped to partially offset the
effects of inflationary pressure on operating costs.
Selling, general, and administrative ("SG&A") expense in the first quarter of
fiscal 2023 increased by 16% compared to the prior year quarter primarily due to
higher employee-related, professional services, and travel expenses, partially
from higher costs resulting from our acquisitions and other growth-related
initiatives, increased legacy environmental charges, and the impact of
inflation.
The following items further highlight selected liquidity and capital structure
metrics:
•
For the first three months of fiscal 2023, net cash used in operating activities
was $62 million, in part reflecting an increase in net working capital due to
higher inventories as a result of the delay of several bulk shipments to
December 2022, compared to $34 million in the prior year comparable period.
•
Debt was $358 million as of November 30, 2022, compared to $249 million as of
August 31, 2022, as a result of increased borrowings from our credit facilities
primarily to fund higher net working capital needs, capital expenditures, and
the acquisition of the ScrapSource business.
•
Debt, net of cash, was $354 million as of November 30, 2022, compared to $205
million as of August 31, 2022.
See the reconciliations of adjusted diluted earnings per share from continuing
operations attributable to SSI shareholders, adjusted EBITDA, and debt, net of
cash in Non-GAAP Financial Measures at the end of this Item 2.
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SCHNITZER STEEL INDUSTRIES, INC.
Results of Operations
Selected Financial Measures and Operating Statistics
Three Months Ended November 30,
($ in thousands, except for prices and
per share amounts) 2022 2021 %
Ferrous revenues $ 261,729 $ 465,856 (44 )%
Nonferrous revenues 177,675 194,429 (9 )%
Steel revenues(1) 124,515 103,238 21 %
Retail and other revenues 34,811 34,595 1 %
Total revenues 598,730 798,118 (25 )%
Cost of goods sold 550,011 683,244 (20 )%
Gross margin (total revenues less cost
of goods sold) $ 48,719 $ 114,874 (58 )%
Gross margin (%) 8.1 % 14.4 % (44 )%
Selling, general and administrative
expense $ 64,228 $ 55,267 16 %
Diluted (loss) earnings per share from
continuing operations attributable to
SSI shareholders:
Reported $ (0.64 ) $ 1.55 NM
Adjusted(2) $ (0.44 ) $ 1.58 NM
Net (loss) income $ (17,556 ) $ 47,276 NM
Adjusted EBITDA(2) $ 8,362 $ 78,086 (89 )%
Average ferrous recycled metal sales
prices ($/LT)(3):
Domestic $ 313 $ 431 (27 )%
Foreign $ 356 $ 450 (21 )%
Average $ 340 $ 446 (24 )%
Ferrous volumes (LT, in thousands):
Domestic(4) 432 430 (- )%
Foreign 418 718 (42 )%
Total ferrous volumes (LT, in
thousands)(4)(8) 851 1,148 (26 )%
Average nonferrous sales price
($/pound)(3)(5) $ 0.90 $ 1.05 (14 )%
Nonferrous volumes (pounds, in
thousands)(4)(5) 162,720 153,227 6 %
Finished steel average sales price
($/ST)(3) $ 1,015 $ 979 4 %
Finished steel sales volumes (ST, in
thousands) 118 99 19 %
Cars purchased (in thousands)(6) 69 80 (14 )%
Number of auto parts stores at period
end 51 50 2 %
Rolling mill utilization(7) 81 % 78 % 4 %
NM = Not Meaningful
LT = Long Ton, which is equivalent to 2,240 pounds. ST = Short Ton, which is
equivalent to 2,000 pounds.
(1)
Steel revenues include predominantly sales of finished steel products, in
addition to sales of semi-finished goods (billets) and steel manufacturing
scrap.
(2)
See the reconciliations of Non-GAAP Financial Measures at the end of this Item
2.
(3)
Price information is shown after netting the cost of freight incurred to deliver
the product to the customer.
(4)
Ferrous and nonferrous volumes sold externally and delivered to our steel mill
for finished steel production.
(5)
Average sales price and volume information excludes PGMs in catalytic
converters.
(6)
Cars purchased by auto parts stores only.
(7)
Rolling mill utilization is based on effective annual production capacity under
current conditions of 580 thousand tons of finished steel products.
(8)
May not foot due to rounding.
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SCHNITZER STEEL INDUSTRIES, INC.
Revenues
Revenues in the first quarter of fiscal 2023 decreased by 25% compared to the
prior year quarter primarily due to significantly lower average net selling
prices for our ferrous and nonferrous products driven by weaker market
conditions for recycled metals globally. In the first quarter of fiscal 2023,
the average net selling prices for our ferrous and nonferrous products decreased
by 24% and 14%, respectively, compared to the prior year quarter. Ferrous sales
volumes in the first quarter of fiscal 2023 decreased by 26% compared to the
prior year quarter primarily due to extended operational disruptions at our
Everett and Oakland metals recycling facilities that were resolved by
mid-November, tight supply flows in the lower price environment, and the delay
of several bulk shipments to December 2022, partially offset by the impact on
our quarterly sales volumes of our fiscal 2022 business acquisitions. Our
ferrous and nonferrous sales volumes in the first quarter of fiscal 2023
included additional volumes arising from the Columbus Recycling business
acquired on October 1, 2021, and the Encore Recycling business acquired on April
29, 2022. Market conditions for our finished steel products were robust in the
first quarter of fiscal 2023, with finished steel average selling prices
increasing 4% compared to the prior year quarter, while finished steel sales
volumes increased 19%, in part due to the impact on the prior year quarterly
volumes of the ramp up of steel mill operations following the May 2021 fire.
Operating Performance
Net loss in the first quarter of fiscal 2023 was $18 million, compared to net
income of $47 million in the prior year quarter. Adjusted EBITDA in the first
quarter of fiscal 2023 was $8 million, compared to $78 million in the prior year
quarter. The lower price environment for recycled metals, as well as
significantly decreased ferrous sales volumes primarily due to the extended
operational disruptions, tight supply flows, and several bulk shipment delays,
had a significant adverse impact on our operating margins and overall operating
results in the first quarter of fiscal 2023. Ferrous metal spreads in the first
quarter of fiscal 2023 decreased by approximately 20%, and average net selling
prices for our nonferrous joint products that are recovered from the shredding
process, comprising primarily zorba, decreased by approximately 10%, compared to
the prior year quarter. Finished steel metal spreads and sales volumes were
significantly higher in the first quarter of fiscal 2023, benefiting operating
results compared to the prior year quarter. Our results in the first quarter of
fiscal 2023 also reflected an unfavorable impact from average inventory
accounting compared to a favorable impact in the prior year quarter, lower
year-over-year PGM prices, an impairment charge related to an equity investment,
and the impact of inflation.
SG&A expense in the first quarter of fiscal 2023 increased by 16% compared to
the prior year quarter primarily due to higher employee-related, professional
services, and travel expenses, partially resulting from our acquisitions and
other growth-related initiatives, increased legacy environmental charges, and
the impact of inflation. These higher expenses in the first quarter of fiscal
2023 were partially offset by benefits from productivity and cost reduction
initiatives when compared to the prior year quarter.
In October 2022, we announced and began implementing productivity and cost
reduction initiatives with a targeted annual benefit of approximately $40
million, the vast majority of which is expected to be achieved in fiscal 2023.
In addition, in January 2023, we announced incremental initiatives aiming to
reduce SG&A costs by approximately $20 million annually, of which approximately
two-thirds is expected to be achieved in fiscal 2023. These initiatives aim to
improve profitability through a combination of increased yields, efficiencies in
processing, procurement, and pricing, and reduced costs including from headcount
reductions, decreased lease costs, professional and outside services, and
implementation of operational efficiencies. In the first quarter of fiscal 2023,
we achieved a benefit from these initiatives, and others implemented during
fiscal 2022, of approximately $14 million, which helped to partially offset the
effects of inflationary pressure on operating costs.
See the reconciliation of adjusted EBITDA in Non-GAAP Financial Measures at the
end of this Item 2.
Income Tax
The effective tax rate from continuing operations for the first quarter of
fiscal 2023 was a benefit on pre-tax loss of 25.6% compared to an expense on
pre-tax income of 19.0% for the comparable prior year quarter. Our effective tax
rate from continuing operations for the first quarter of fiscal 2023 was higher
than the U.S. federal statutory rate of 21% primarily due to discrete tax
benefits resulting from vesting of share-based awards in the quarter, as well as
the impact of permanent differences from non-deductible expenses on the
projected annual effective tax rate applied to the quarterly results. For the
first quarter of fiscal 2022, the effective tax rate from continuing operations
was lower than the U.S. federal statutory rate primarily due to discrete tax
benefits resulting from vesting of share-based awards in the quarter, which more
than offset the aggregate impact of state taxes and permanent differences from
non-deductible expenses on the projected annual effective tax rate applied to
the quarterly results.
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.
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SCHNITZER STEEL INDUSTRIES, INC.
Sources and Uses of Cash
We had cash balances of $4 million and $44 million as of November 30, 2022 and
August 31, 2022, 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 November 30, 2022, debt was $358
million compared to $249 million as of August 31, 2022, and debt, net of cash,
was $354 million as of November 30, 2022, compared to $205 million as of August
31, 2022, which increases were primarily due to increased borrowings from our
credit facilities to fund higher net working capital needs, capital
expenditures, and the acquisition of the ScrapSource business on November 18,
2022. See the reconciliation of debt, net of cash, in Non-GAAP Financial
Measures at the end of this Item 2.
Operating Activities
Net cash used in operating activities in the first three months of fiscal 2023
was $62 million, compared to $34 million in the first three months of fiscal
2022.
Uses of cash in the first three months of fiscal 2023 included a $29 million
decrease in accrued payroll and related liabilities primarily due to the payment
of incentive compensation previously accrued under our fiscal 2022 plans, a $28
million increase in inventory primarily due to the delay of several bulk
shipments to December 2022, and a $19 million decrease in accounts payable due
to the timing of purchases and payments. Sources of cash in the first three
months of fiscal 2023 included a $17 million decrease in accounts receivable
primarily due to a decrease in selling prices for recycled metals and the timing
of sales and collections.
Uses of cash in the first three months of fiscal 2022 included a $68 million
increase in accounts receivable primarily due to higher selling prices and
higher sales volumes for recycled metals, as well as the timing of sales and
collections, a $46 million increase in inventories due to higher raw material
purchase costs and the timing of purchases and sales, and a $39 million decrease
in accrued payroll and related liabilities primarily due to the payment of
incentive compensation previously accrued under our fiscal 2021 plans. Sources
of cash in the first three months of fiscal 2022 included a $21 million increase
in other accrued liabilities primarily reflecting the portion of advance
payments from insurance carriers received in the period towards our claims
arising from the May 2021 steel mill fire deemed attributable to operating
activities, and a $21 million increase in accounts payable primarily due to
higher raw material purchase prices and the timing of purchases and payments.
The sources and uses of cash related to operating activities described above
also reflect higher net working capital needs in the first quarter during the
ramp-up of steel mill operations that began in August 2021 following completion
of repair and replacement of damaged property arising from the May 2021 steel
mill fire.
Investing Activities
Net cash used in investing activities was $72 million in the first three months
of fiscal 2023, compared to $143 million in the first three months of fiscal
2022.
Cash used in investing activities in the first three months of fiscal 2023
included $25 million paid to acquire the assets of the ScrapSource business on
November 18, 2022. We funded the acquisition using cash on hand and borrowings
under our existing credit facilities. See Note 3 - Business Acquisitions in the
Notes to the Unaudited Condensed Consolidated Financial Statements in Part I,
Item 1 of this report for further detail. Cash used in investing activities also
included capital expenditures of $48 million to upgrade our equipment and
infrastructure and for investments in advanced metals recovery technology and
environmental and safety-related assets, compared to $40 million in the prior
year period.
Cash used in investing activities in the first three months of fiscal 2022
included $114 million paid to acquire the assets of the Columbus Recycling
business on October 1, 2021. We funded the acquisition using cash on hand and
borrowings under our existing credit facilities. See Note 3 - Business
Acquisitions in the Notes to the Unaudited Condensed Consolidated Financial
Statements in Part I, Item 1 of this report for further detail. Cash flows from
investing activities in the first three months of fiscal 2022 also included
proceeds of $10 million representing the portion of advance payments from
insurance carriers deemed a recovery of capital purchases incurred for repair
and replacement of damaged property arising from the May 2021 steel mill fire.
Financing Activities
Net cash provided by financing activities in the first three months of fiscal
2023 was $94 million, compared to $169 million in the first three months of
fiscal 2022.
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SCHNITZER STEEL INDUSTRIES, INC.
Cash flows from financing activities in the first three months of fiscal 2023
included $108 million in net borrowings of debt, compared to $185 million in the
prior year period (refer to Non-GAAP Financial Measures at the end of this Item
2). Uses of cash in the first three months of fiscal 2023 and 2022 included $7
million and $10 million, respectively, for payment of employee tax withholdings
resulting from vesting of share-based awards and $6 million in each period for
the payment of dividends.
Debt
Our senior secured revolving credit facilities, which provide for revolving
loans of $800 million and C$15 million, mature in August 2027 pursuant to a
credit agreement with Bank of America, N.A., as administrative agent, and other
lenders party thereto. Interest rates on outstanding indebtedness under the
credit agreement are based, at our option, on either the Secured Overnight
Financing Rate ("SOFR") (or the Canadian Dollar Offered Rate, "CDOR" for C$
loans), plus a spread of between 1.25% and 2.00%, with the amount of the spread
based on a pricing grid tied to our ratio of consolidated net funded debt to
EBITDA (as defined by the credit agreement), or the greater of (a) the prime
rate, (b) the federal funds rate plus 0.50% or (c) the daily rate equal to Term
SOFR plus 1.00%, in each case, plus a spread of between 0.25% and 1.00% based on
a pricing grid tied to our consolidated net funded debt to EBITDA ratio. In
addition, commitment fees are payable on the unused portion of the credit
facilities at rates between 0.175% and 0.30% based on a pricing grid tied to our
ratio of consolidated net funded debt to EBITDA.
Under the credit agreement, we may establish one or more key performance
indicators ("KPIs") to measure our performance with respect to certain of our
environmental, social and governance targets. Subject to the terms and
conditions of the credit agreement, we may propose to amend the credit agreement
to modify (i) the pricing spread and (ii) the commitment fee rate. Such
modifications would be tied to our performance against the KPIs and would allow
for (i) the pricing spread to be increased or decreased by no more than (a)
0.025% per KPI and (b) 0.05% for all KPIs, and (ii) the commitment fee rate to
be increased or decreased by no more than 0.005% for all KPIs. Such adjustments
would be determined on an annual basis and would not be cumulative.
We had borrowings outstanding under our credit facilities of $338 million as of
November 30, 2022 and $230 million as of August 31, 2022. The weighted average
interest rate on amounts outstanding under our credit facilities was 5.34% and
3.65% as of November 30, 2022 and August 31, 2022, respectively.
We use the credit facilities to fund working capital, capital expenditures,
dividends, share repurchases, investments, and acquisitions. Our 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 EBITDA less defined maintenance capital expenditures and certain
environmental expenditures divided by consolidated fixed charges, and (b) a
consolidated leverage ratio, defined as consolidated funded indebtedness divided
by the sum of consolidated net worth and consolidated funded indebtedness.
As of November 30, 2022, we were in compliance with the financial covenants
under our credit agreement. The consolidated fixed charge coverage ratio was
required to be no less than 1.50 to 1.00 and was 5.02 to 1.00 as of November 30,
2022. The consolidated leverage ratio was required to be no more than 0.55 to
1.00 and was 0.28 to 1.00 as of November 30, 2022.
Our obligations under our 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.
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While we currently expect to remain in compliance with the financial covenants
under the credit agreement, we may not be able to do so in the event market
conditions, COVID-19, or other negative factors have a significant adverse
impact on our results of operations and financial position. 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
facility 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.
We cannot assure that any such alternative funds, if sought, could be obtained
or, if obtained, would be adequate or on acceptable terms.
Other debt obligations, which totaled $13 million as of each of November 30,
2022 and August 31, 2022, respectively, primarily relate to equipment purchases,
the contract consideration for which includes an obligation to make future
monthly payments to the vendor in the form of licensing fees. For accounting
purposes, such obligations are treated as a partial financing of the purchase
price by the equipment vendor. Monthly payments commence when the equipment is
placed in service and achieves specified minimum operating metrics, with
payments continuing for a period of four years thereafter.
Capital Expenditures
Capital expenditures totaled $48 million for the first three months of fiscal
2023, compared to $40 million for the prior year period. Capital expenditures in
the first three months of fiscal 2023 included approximately $10 million for
investments in growth. We currently plan to invest in the range of $130 million
to $140 million in capital expenditures in fiscal 2023, which range excludes
capital expenditures associated with the ongoing repair and replacement of the
shredder enclosure building damaged by the fire at our Everett facility, as
these expenditures are expected to be substantially recovered through insurance.
These capital expenditures include investments in growth, including new
nonferrous processing technologies, and to support volume initiatives as well as
post-acquisition and other growth projects, and investments to upgrade our
equipment and infrastructure and for environmental and safety-related assets,
using cash generated from operations and available credit facilities. Supply
chain disruptions, including those created directly or indirectly by the
COVID-19 pandemic, have contributed to some delays in construction activities
and equipment deliveries related to our capital projects, and to the time
required to obtain permits from government agencies, resulting in the deferral
of certain capital expenditures. Given the continually evolving nature of such
disruptions and other factors impacting the timing of project completion, the
extent to which forecasted capital expenditures could be deferred is uncertain.
Environmental Compliance
Building on our commitment to recycling and operating our business in an
environmentally responsible manner, we continue to invest in facilities that
improve our environmental presence in the communities in which we operate. As
part of our capital expenditures discussed in the prior paragraph, we invested
approximately $6 million in capital expenditures for environmental projects in
the first three months of fiscal 2023, and we currently plan to invest in the
range of $40 million to $50 million for such projects in fiscal 2023. These
projects include investments in equipment to ensure ongoing compliance with air
quality and other environmental regulations and storm water systems.
We have been identified by the United States Environmental Protection Agency 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 ("Portland Harbor"). See Note 5 - 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, as well as other legacy
environmental loss contingencies. 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 Portland Harbor,
although such costs could be material to our financial position, results of
operations, cash flows, and liquidity. We have insurance policies and a
Qualified Settlement Fund ("QSF") that we believe will provide reimbursement for
costs we incur for defense, remediation, and mitigation for natural resource
damages claims in connection with Portland Harbor, although there are no
assurances that those policies and the QSF will cover all of the costs which we
may incur. Significant cash outflows in the future related to Portland Harbor,
as well as related to other legacy environmental loss contingencies, 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.
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Dividends
On October 24, 2022, our Board of Directors declared a dividend for the first
quarter of fiscal 2023 of $0.1875 per common share, which equates to an annual
cash dividend of $0.75 per common share. The dividend was paid on November 29,
2022.
Share Repurchase Program
As of November 30, 2022, pursuant to our board-authorized share repurchase
programs, we had remaining authorization to repurchase up to 2.8 million shares
of our Class A common stock when we deem such repurchases to be appropriate. We
may repurchase our common stock for a variety of reasons, such as to optimize
our capital structure and to offset dilution related to share-based compensation
arrangements. We consider several factors in determining whether to make share
repurchases including, among other things, our cash needs, the availability of
funding, our future business plans, and the market price of our stock. We did
not repurchase any of our common stock during the first quarter of fiscal 2023
or 2022.
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, dividends, share repurchases, investments and acquisitions, joint
ventures, debt service requirements, environmental obligations, and other
contingencies. 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.
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, 2022.
We maintain stand-by letters of credit to provide support for certain
obligations, including workers' compensation and performance bonds. As of
November 30, 2022, we had $8 million outstanding under these arrangements.
Critical Accounting Estimates
There were no material changes to our critical accounting 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, 2022.
Recently Issued Accounting Standards
We have not identified any recent accounting pronouncements that are expected to
have a material impact on our financial condition, results of operations, or
cash flows upon adoption.
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 presenting debt, net of cash is useful to investors as a measure of
our leverage, as cash and cash equivalents can be used, among other things, to
repay indebtedness.
The following is a reconciliation of debt, net of cash (in thousands):
November 30, 2022 August 31, 2022
Short-term borrowings $ 6,379 $ 6,041
Long-term debt, net of current maturities 351,200 242,521
Total debt 357,579 248,562
Less cash and cash equivalents 3,539 43,803
Total debt, net of cash $ 354,040 $ 204,759
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Net borrowings (repayments) of debt
Net borrowings (repayments) of debt is the sum of borrowings from long-term debt
and repayments of long-term debt. We present this amount as the net change in
our borrowings (repayments) for the period because we believe it is useful for
investors as a meaningful presentation of the change in debt.
The following is a reconciliation of net borrowings (repayments) of debt (in
thousands):
Three Months Ended November 30,
2022 2021
Borrowings from long-term debt $ 186,356 $ 271,091
Repayments of long-term debt
(78,781 ) (86,314 )
Net borrowings (repayments) of debt $ 107,575 $ 184,777
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Adjusted EBITDA, adjusted selling, general, and administrative expense, adjusted
(loss) income from continuing operations attributable to SSI shareholders, and
adjusted diluted (loss) earnings per share from continuing operations
attributable to SSI shareholders
Management believes that providing these non-GAAP financial measures adds a
meaningful presentation of our results from business operations excluding
adjustments for asset impairment charges, restructuring charges and other
exit-related activities, charges for legacy environmental matters (net of
recoveries), business development costs not related to ongoing operations
including pre-acquisition expenses, and the income tax benefit allocated to
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.
Following are reconciliations of net (loss) income to adjusted EBITDA and
adjusted selling, general, and administrative expense (in thousands):
Three Months Ended November 30,
2022 2021
Reconciliation of adjusted EBITDA:
Net (loss) income $ (17,556 ) $ 47,276
Loss from discontinued operations, net of tax 69 29
Interest expense 3,324 1,372
Income tax (benefit) expense (6,032 ) 11,097
Depreciation and amortization 21,451 17,220
Asset impairment charges(1) 4,000 -
Restructuring charges and other exit-related activities 1,592 22
Charges for legacy environmental matters, net(2) 1,279 456
Business development costs 235 614
Adjusted EBITDA $ 8,362 $ 78,086
Selling, general and administrative expense:
As reported $ 64,228 $ 55,267
Charges for legacy environmental matters, net(2) (1,279 ) (456 )
Business development costs (235 ) (614 )
Adjusted $ 62,714 $ 54,197
(1)
For the first quarter of fiscal 2023, asset impairment charges included $4
million reported within "Other loss, net" on the Unaudited Condensed
Consolidated Statement of Operations.
(2)
Legal and environmental charges, net of recoveries, for legacy environmental
matters including those related to the Portland Harbor Superfund site and to
other legacy environmental loss contingencies. See Note 5 - Commitments and
Contingencies, "Portland Harbor" and "Other Legacy Environmental Loss
Contingencies" in the Notes to the Unaudited Condensed Consolidated Financial
Statements in Part I, Item 1 of this report.
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Following are reconciliations of adjusted net (loss) income from continuing
operations attributable to SSI shareholders and adjusted diluted (loss) earnings
per share from continuing operations attributable to SSI shareholders (in
thousands, except per share data):
Three Months Ended November 30,
2022 2021
(Loss) income from continuing operations
attributable to SSI shareholders:
As reported $ (17,719 ) $ 46,228
Asset impairment charges(1) 4,000 -
Restructuring charges and other exit-related
activities 1,592 22
Charges for legacy environmental matters, net(2) 1,279 456
Business development costs 235 614
Income tax benefit allocated to adjustments(3) (1,714 ) (249 )
Adjusted $ (12,327 ) $ 47,071
Diluted (loss) earnings per share from continuing
operations attributable to SSI shareholders:
As reported $ (0.64 ) $ 1.55
Asset impairment charges, per share(1) 0.14 -
Restructuring charges and other exit-related
activities, per share 0.06 -
Charges for legacy environmental matters, net, per
share(2)
0.05 0.02
Business development costs, per share 0.01 0.02
Income tax benefit allocated to adjustments, per
share(3) (0.06 ) (0.01 )
Adjusted $ (0.44 ) $ 1.58
(1)
For the first quarter of fiscal 2023, asset impairment charges included $4
million ($0.14 per share) reported within "Other loss, net" on the Unaudited
Condensed Consolidated Statement of Operations.
(2)
Legal and environmental charges, net of recoveries, for legacy environmental
matters including those related to the Portland Harbor Superfund site and to
other legacy environmental loss contingencies. See Note 5 - Commitments and
Contingencies, "Portland Harbor" and "Other Legacy Environmental Loss
Contingencies" in the Notes to the Unaudited Condensed Consolidated Financial
Statements in Part I, Item 1 of this report.
(3)
Income tax allocated to the aggregate adjustments reconciling reported and
adjusted (loss) income from continuing operations attributable to SSI
shareholders and diluted (loss) earnings per share from continuing operations
attributable to SSI shareholders is determined based on a tax provision
calculated with and without the adjustments.
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