Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Nov. 30, 2017 | Jan. 03, 2018 | |
Document And Entity Information [Abstract] | ||
Trading Symbol | CMC | |
Entity Registrant Name | COMMERCIAL METALS CO | |
Entity Central Index Key | 22,444 | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --08-31 | |
Entity Tax Identification Number | 750,725,338 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 116,631,747 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Income Statement [Abstract] | ||
Net sales | $ 1,238,519 | $ 994,091 |
Costs and expenses: | ||
Cost of goods sold | 1,074,938 | 870,278 |
Selling, general and administrative expenses | 106,742 | 103,485 |
Interest expense | 6,525 | 13,292 |
Total costs and expenses | 1,188,205 | 987,055 |
Earnings from continuing operations before income taxes | 50,314 | 7,036 |
Income taxes | 11,778 | 2,100 |
Earnings from continuing operations | 38,536 | 4,936 |
Earnings (loss) from discontinued operations before income taxes (benefit) | (1,898) | 1,873 |
Income taxes (benefit) | (172) | 534 |
Earnings (loss) from discontinued operations | (1,726) | 1,339 |
Net earnings | $ 36,810 | $ 6,275 |
Basic earnings (loss) per share: | ||
Earnings from continuing operations (in USD per share) | $ 0.33 | $ 0.04 |
Earnings (loss) from discontinued operations (in USD per share) | (0.01) | 0.01 |
Net earnings (in USD per share) | 0.32 | 0.05 |
Diluted earnings (loss) per share: | ||
Earnings from continuing operations (in USD per share) | 0.32 | 0.04 |
Earnings (loss) from discontinued operations (in USD per share) | (0.01) | 0.01 |
Net earnings (in USD per share) | 0.31 | 0.05 |
Cash dividends per share (in USD per share) | $ 0.12 | $ 0.12 |
Average basic shares outstanding | 116,243,545 | 115,097,467 |
Average diluted shares outstanding | 117,857,911 | 116,604,789 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net earnings | $ 36,810 | $ 6,275 |
Other comprehensive income (loss), net of income taxes: | ||
Foreign currency translation adjustment | 2,835 | (21,531) |
Net unrealized gain (loss) on derivatives: | ||
Unrealized holding gain | 11 | 132 |
Reclassification for gain included in net earnings | (106) | (190) |
Net unrealized loss on derivatives | (95) | (58) |
Defined benefit obligation: | ||
Amortization of prior service credit | (6) | (9) |
Reclassification for loss on settlement included in net earnings | 437 | 0 |
Defined benefit obligation | 431 | (9) |
Other comprehensive income (loss) | 3,171 | (21,598) |
Comprehensive income (loss) | $ 39,981 | $ (15,323) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Nov. 30, 2017 | Aug. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 130,209 | $ 252,595 |
Accounts receivable (less allowance for doubtful accounts of $10,067 and $8,665) | 772,588 | 706,595 |
Inventories, net | 564,757 | 614,459 |
Other current assets | 132,943 | 140,251 |
Total current assets | 1,600,497 | 1,713,900 |
Property, plant and equipment: | ||
Land | 82,209 | 82,197 |
Buildings and improvements | 524,171 | 522,468 |
Equipment | 1,754,192 | 1,742,086 |
Construction in process | 301,988 | 258,190 |
Property, plant and equipment, Gross | 2,662,560 | 2,604,941 |
Less accumulated depreciation and amortization | (1,569,752) | (1,543,658) |
Property, plant and equipment, Net | 1,092,808 | 1,061,283 |
Goodwill | 64,940 | 64,915 |
Other noncurrent assets | 140,331 | 135,033 |
Total assets | 2,898,576 | 2,975,131 |
Current liabilities: | ||
Accounts payable | 244,700 | 282,127 |
Accrued expenses and other payables | 234,177 | 307,129 |
Current maturities of long-term debt | 21,246 | 19,182 |
Total current liabilities | 500,123 | 608,438 |
Deferred income taxes | 57,590 | 49,197 |
Other long-term liabilities | 102,105 | 110,986 |
Long-term debt | 803,785 | 805,580 |
Total liabilities | 1,463,603 | 1,574,201 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 116,630,628 and 115,793,736 shares, respectively | 1,290 | 1,290 |
Additional paid-in capital | 344,342 | 349,258 |
Accumulated other comprehensive loss | (78,342) | (81,513) |
Retained earnings | 1,386,623 | 1,363,806 |
Less treasury stock, 12,430,036 and 13,266,928 | (219,113) | (232,084) |
Stockholders' equity | 1,434,800 | 1,400,757 |
Stockholders' equity attributable to noncontrolling interests | 173 | 173 |
Total stockholders' equity | 1,434,973 | 1,400,930 |
Total liabilities and stockholders' equity | $ 2,898,576 | $ 2,975,131 |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Nov. 30, 2017 | Aug. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 10,067 | $ 8,665 |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 129,060,664 | 129,060,664 |
Common stock, shares outstanding | 116,630,628 | 115,793,736 |
Treasury stock, shares | 12,430,036 | 13,266,928 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Cash flows from (used by) operating activities: | ||
Net earnings | $ 36,810 | $ 6,275 |
Adjustments to reconcile net earnings to cash flows from (used by) operating activities: | ||
Depreciation and amortization | 32,193 | 30,290 |
Deferred income taxes | 9,312 | (12,418) |
Stock-based compensation | 4,780 | 8,245 |
Provision for losses on receivables, net | 1,901 | 1,528 |
Asset impairment | 1,480 | 462 |
Net (gain) loss on disposals of assets and other | (228) | 41 |
Write-down of inventories | 87 | 508 |
Amortization of interest rate swaps termination gain | 0 | (1,899) |
Tax benefit from stock plans | 0 | (334) |
Changes in operating assets and liabilities: | (120,537) | (33,652) |
Net cash flows used by operating activities | (34,202) | (954) |
Cash flows from (used by) investing activities: | ||
Capital expenditures | (59,681) | (42,965) |
Asset acquisition | (6,980) | 0 |
Proceeds from the sale of subsidiaries | 2,260 | 524 |
Proceeds from the sale of property, plant and equipment and other | 560 | 179 |
Decrease in restricted cash, net | 243 | 16,609 |
Net cash flows used by investing activities | (63,598) | (25,653) |
Cash flows from (used by) financing activities: | ||
Cash dividends | (13,993) | (13,862) |
Stock issued under incentive and purchase plans, net of forfeitures | (9,520) | (7,661) |
Repayments on long-term debt | (2,979) | (3,161) |
Increase in documentary letters of credit, net | 2,141 | 320 |
Tax benefit from stock plans | 0 | 334 |
Net cash flows used by financing activities | (24,351) | (24,030) |
Effect of exchange rate changes on cash | (235) | (1,740) |
Decrease in cash and cash equivalents | (122,386) | (52,377) |
Cash and cash equivalents at beginning of year | 252,595 | 517,544 |
Cash and cash equivalents at end of period | 130,209 | 465,167 |
Noncash activities: | ||
Liabilities related to additions of property, plant and equipment | $ 48,726 | $ 20,202 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock | Noncontrolling Interests |
Beginning balance at Aug. 31, 2016 | $ 1,367,431 | $ 1,290 | $ 358,745 | $ (112,914) | $ 1,372,988 | $ (252,837) | $ 159 |
Beginning balance, shares at Aug. 31, 2016 | 129,060,664 | ||||||
Beginning balance, treasury stock, shares at Aug. 31, 2016 | (14,425,068) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings | 6,275 | 6,275 | |||||
Other comprehensive income (loss) | (21,598) | (21,598) | |||||
Cash dividends ($0.12 per share) | (13,862) | (13,862) | |||||
Issuance of stock under incentive and purchase plans, net of forfeitures | (7,661) | (24,213) | $ 16,552 | ||||
Issuance of stock under incentive and purchase plans, net of forfeitures, shares | 913,964 | ||||||
Stock-based compensation | 3,285 | 3,285 | |||||
Tax benefit from stock plans | 334 | 334 | |||||
Reclassification of share-based liability awards | 1,231 | 1,231 | |||||
Reclassification of share-based equity awards | (5,343) | (5,343) | |||||
Ending balance at Nov. 30, 2016 | 1,330,092 | $ 1,290 | 334,039 | (134,512) | 1,365,401 | $ (236,285) | 159 |
Ending balance, shares at Nov. 30, 2016 | 129,060,664 | ||||||
Ending balance, treasury stock, shares at Nov. 30, 2016 | (13,511,104) | ||||||
Beginning balance at Aug. 31, 2017 | $ 1,400,930 | $ 1,290 | 349,258 | (81,513) | 1,363,806 | $ (232,084) | 173 |
Beginning balance, shares at Aug. 31, 2017 | 129,060,664 | 129,060,664 | |||||
Beginning balance, treasury stock, shares at Aug. 31, 2017 | (13,266,928) | (13,266,928) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings | $ 36,810 | 36,810 | |||||
Other comprehensive income (loss) | 3,171 | 3,171 | |||||
Cash dividends ($0.12 per share) | (13,993) | (13,993) | |||||
Issuance of stock under incentive and purchase plans, net of forfeitures | (9,520) | (22,491) | $ 12,971 | ||||
Issuance of stock under incentive and purchase plans, net of forfeitures, shares | 836,892 | ||||||
Stock-based compensation | 2,327 | 2,327 | |||||
Reclassification of share-based liability awards | 15,248 | 15,248 | |||||
Ending balance at Nov. 30, 2017 | $ 1,434,973 | $ 1,290 | $ 344,342 | $ (78,342) | $ 1,386,623 | $ (219,113) | $ 173 |
Ending balance, shares at Nov. 30, 2017 | 129,060,664 | 129,060,664 | |||||
Ending balance, treasury stock, shares at Nov. 30, 2017 | (12,430,036) | (12,430,036) |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) - $ / shares | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||
Cash dividends per share (in USD per share) | $ 0.12 | $ 0.12 |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 3 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Accounting policies | NOTE 1. ACCOUNTING POLICIES Accounting Principles The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") on a basis consistent with that used in the Annual Report on Form 10-K for the fiscal year ended August 31, 2017 ("2017 Form 10-K") filed by Commercial Metals Company ("CMC," and together with its consolidated subsidiaries, the "Company") with the Securities and Exchange Commission ("SEC") and include all normal recurring adjustments necessary to present fairly the unaudited condensed consolidated balance sheets and the unaudited condensed consolidated statements of earnings, comprehensive income, cash flows and stockholders' equity for the periods indicated. These notes should be read in conjunction with the audited consolidated financial statements included in the 2017 Form 10-K. The results of operations for the three month period are not necessarily indicative of the results to be expected for the full fiscal year. Recently Issued Accounting Pronouncements In August 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-12, Derivatives and Hedging (Topic 815). The ASU better aligns accounting rules with a company's risk management activities; better reflects economic results of hedging in financial statements; and simplifies hedge accounting treatment. For public companies, this standard is effective for annual periods beginning after December 15, 2018, including interim periods within those periods, with early adoption permitted. The standard must be applied to hedging relationships existing on the date of adoption, and the effect of adoption should be reflected as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this guidance on its consolidated financial statements as well as determining the Company's planned adoption date. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 and will be effective for the Company beginning September 1, 2018, at which point the Company plans to adopt the standard. The provisions of this guidance are to be applied using a retrospective approach, which requires application of the guidance for all periods presented. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), requiring a lessee to recognize a right-of-use asset and a lease liability on its balance sheet for all leases with terms of twelve months or longer. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2018 and will be effective for the Company beginning September 1, 2019, at which point the Company plans to adopt the standard. The provisions of this guidance are to be applied using a modified retrospective approach, with elective reliefs, which requires application of the guidance for all periods presented. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and has modified the standard thereafter. Under the standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017 and will be effective for the Company beginning September 1, 2018, at which point the Company plans to adopt the standard. The standard permits the use of either the retrospective or cumulative effect transition method. The Company currently expects to adopt the standard using the cumulative effect transition method. The Company believes there will not be a material impact on its statement of financial position, results of operations or cash flows in its Americas Mills, Americas Recycling or International Mill segments. Upon adoption of ASU 2014-09, certain contracts within the Americas Fabrication segment, in which revenue is currently accounted for on a percentage of completion basis using a cost-to-cost measure of progress will continue to be recognized over time, but will change to an output measure of progress, to align with the pattern of transfer of control on these contracts. In addition, the standard includes expanded disclosure requirements, which the Company continues to analyze. As part of the overall evaluation of the standard, the Company is also identifying and preparing to implement changes to its accounting policies, practices, and internal controls over financial reporting to support the standard, both in the transition period as well as on an on-going basis. |
CHANGES IN BUSINESS
CHANGES IN BUSINESS | 3 Months Ended |
Nov. 30, 2017 | |
Business Combinations [Abstract] | |
Changes in Business | NOTE 2. CHANGES IN BUSINESS Asset Acquisitions On October 26, 2017, the Company completed the purchase of substantially all of the assets of MMFX Technologies Corporation ("MMFX"). MMFX markets, sells, and licenses the production of proprietary specialty steel products. The operating results of MMFX are included in the Americas Mills reporting segment. The acquisition of MMFX was not material to the Company's financial position or results of operations. Discontinued Operations During fiscal 2017, the Company announced a plan to exit its International Marketing and Distribution segment, including its trading operations in the United States ("U.S."), Asia, and Australia. As an initial step in this plan, on August 31, 2017, the Company completed the sale of CMC Cometals. The results related to CMC Cometals activities are included in discontinued operations in the consolidated statements of earnings for all periods presented. The remainder of the International Marketing and Distribution segment is expected to be classified in discontinued operations either upon meeting the criteria to be classified as held for sale or upon the wind-down of each operation. The major classes of line items constituting earnings before income taxes for CMC Cometals, which are included in earnings (loss) from discontinued operations before income taxes in the unaudited condensed consolidated statements of earnings for all periods presented, are presented in the table below. Three Months Ended November 30, (in thousands) 2017 2016 Net sales $ 124 $ 80,972 Costs and expenses: Cost of goods sold 29 72,794 Selling, general and administrative expenses 1,281 5,382 Interest expense — 6 Earnings (loss) before income taxes (1,186 ) 2,790 Income taxes (benefit) (172 ) 553 Earnings (loss) from discontinued operations $ (1,014 ) $ 2,237 There were no material operating or investing non-cash items for CMC Cometals for the three months ended November 30, 2017 and 2016. Other than CMC Cometals, there were no other material components that were classified as discontinued operations for the three months ended November 30, 2017 and 2016. Financial information for discontinued operations was as follows: Three Months Ended November 30, (in thousands) 2017 2016 Net sales $ 124 $ 80,948 Earnings (loss) before income taxes $ (1,898 ) $ 1,873 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 3 Months Ended |
Nov. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated other comprehensive income (loss) | NOTE 3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following tables reflect the changes in accumulated other comprehensive income (loss) ("AOCI"): Three Months Ended November 30, 2017 (in thousands) Foreign Currency Translation Unrealized Gain (Loss) on Derivatives Defined Benefit Obligation Total AOCI Balance, August 31, 2017 $ (80,778 ) $ 1,587 $ (2,322 ) $ (81,513 ) Other comprehensive income before reclassifications 2,835 13 — 2,848 Amounts reclassified from AOCI — (146 ) 665 519 Income taxes — 38 (234 ) (196 ) Net other comprehensive income (loss) 2,835 (95 ) 431 3,171 Balance, November 30, 2017 $ (77,943 ) $ 1,492 $ (1,891 ) $ (78,342 ) Three Months ended November 30, 2016 (in thousands) Foreign Currency Translation Unrealized Gain (Loss) on Derivatives Defined Benefit Obligation Total AOCI Balance, August 31, 2016 $ (112,255 ) $ 2,186 $ (2,845 ) $ (112,914 ) Other comprehensive income (loss) before reclassifications (21,531 ) 142 — (21,389 ) Amounts reclassified from AOCI — (237 ) (11 ) (248 ) Income taxes — 37 2 39 Net other comprehensive loss (21,531 ) (58 ) (9 ) (21,598 ) Balance, November 30, 2016 $ (133,786 ) $ 2,128 $ (2,854 ) $ (134,512 ) Items reclassified out of AOCI were not material for the three months ended November 30, 2017 and 2016, thus the corresponding line items in the unaudited condensed consolidated statements of earnings to which the items were reclassified are not presented. |
SALES OF ACCOUNTS RECEIVABLE
SALES OF ACCOUNTS RECEIVABLE | 3 Months Ended |
Nov. 30, 2017 | |
Transfers and Servicing [Abstract] | |
Sales of accounts receivable | NOTE 4. SALES OF ACCOUNTS RECEIVABLE For added flexibility with the Company's liquidity, we may sell certain trade accounts receivable both in the U.S. and internationally. CMC has a $200.0 million U.S. sale of trade accounts receivable program which expires in August 2019. Under the program, CMC contributes, and certain of its subsidiaries sell without recourse, certain eligible trade accounts receivable to CMC Receivables, Inc. ("CMCRV"), a wholly-owned subsidiary of CMC. CMCRV is structured to be a bankruptcy-remote entity formed for the sole purpose of buying and selling trade accounts receivable generated by the Company. CMCRV sells the trade accounts receivable in their entirety to two financial institutions. Under the U.S. sale of trade accounts receivable program, with the consent of both CMCRV and the program's administrative agent, the amount advanced by the financial institutions can be increased to a maximum of $300.0 million for all trade accounts receivable sold. The remaining portion of the purchase price of the trade accounts receivable takes the form of subordinated notes from the respective financial institutions. These notes will be satisfied from the ultimate collection of the trade accounts receivable after payment of certain fees and other costs. The Company accounts for sales of the trade accounts receivable as true sales, and the trade accounts receivable balances that are sold are removed from the consolidated balance sheets. The cash advances received are reflected as cash from operating activities on the Company's unaudited condensed consolidated statements of cash flows. Additionally, the U.S. sale of trade accounts receivable program contains certain cross-default provisions whereby a termination event could occur if the Company defaulted under certain of its credit arrangements. The covenants contained in the receivables purchase agreement are consistent with the Credit Agreement described in Note 7, Credit Arrangements. At November 30, 2017 and August 31, 2017 , under its U.S. sale of trade accounts receivable program, the Company sold $222.5 million and $226.9 million of trade accounts receivable, respectively, to the financial institutions. At November 30, 2017, the Company had no advance payments outstanding on the sale of its U.S. trade accounts receivable. At August 31, 2017, the Company had $90.0 million in advance payments outstanding on the sale of its U.S. trade accounts receivable. In addition to the U.S. sale of trade accounts receivable program described above, the Company's international subsidiaries in Poland sell, and previously in Australia have sold, trade accounts receivable to financial institutions without recourse. These arrangements constitute true sales, and once the trade accounts receivable are sold, they are no longer available to the Company's creditors in the event of bankruptcy and are removed from the consolidated balance sheets. The Polish program has a facility limit of 220.0 million Polish zloty ("PLN") ( $62.3 million as of November 30, 2017 ) and allows the Company's Polish subsidiaries to obtain an advance of up to 90% of eligible trade accounts receivable sold under the terms of the arrangement. Under the Polish and Australian programs, the cash advances received were reflected as cash from operating activities on the Company's unaudited condensed consolidated statements of cash flows. During the first quarter of fiscal 2017, the Company's existing Australian program expired, and the Company did not enter into a new program. At November 30, 2017 and August 31, 2017 , under its Polish program, the Company sold $72.3 million and $79.5 million of trade accounts receivable, respectively, to the third-party financial institution. At both November 30, 2017 and August 31, 2017 , the Company had no advance payments outstanding on the sales of its Polish trade accounts receivable. During the three months ended November 30, 2017 and 2016 , cash proceeds from the U.S. and international sale of trade accounts receivable programs were $1.4 million and $170.5 million , respectively, and cash payments to the owners of trade accounts receivable were $91.4 million and $178.7 million , respectively. For a nominal servicing fee, the Company is responsible for servicing the trade accounts receivable for the U.S. program. Discounts on U.S. and international sales of trade accounts receivable were $0.3 million and $0.2 million for the three months ended November 30, 2017 and 2016, respectively, and are included in selling, general and administrative expenses in the Company's unaudited condensed consolidated statements of earnings. As of November 30, 2017 and August 31, 2017 , the deferred purchase price on the Company's U.S. and international sale of trade accounts receivable programs was included in accounts receivable on the Company's unaudited condensed consolidated balance sheets. The following tables summarize the activity of the deferred purchase price receivables for the U.S. and international sale of trade accounts receivable programs: Three Months Ended November 30, 2017 (in thousands) Total U.S. Poland Beginning balance $ 215,123 $ 135,623 $ 79,500 Transfers of accounts receivable 656,642 535,893 120,749 Collections (578,389 ) (450,482 ) (127,907 ) Ending balance $ 293,376 $ 221,034 $ 72,342 Three Months Ended November 30, 2016 (in thousands) Total U.S.* Australia** Poland Beginning balance $ 289,748 $ 212,762 $ 26,662 $ 50,324 Transfers of accounts receivable 556,964 470,145 16,914 69,905 Collections (551,274 ) (467,190 ) (9,659 ) (74,425 ) Exit from programs (33,917 ) — (33,917 ) — Ending balance $ 261,521 $ 215,717 $ — $ 45,804 _________________ * Includes the sale of trade accounts receivable activities related to the CMC Cometals discontinued operation. See Note 2, Changes in Business, for further discussion. For the three months ended November 30, 2016, there were transfers of trade accounts receivable of $33.9 million and collections were $39.5 million . ** Includes the sale of trade accounts receivable activities related to the Australian steel distribution business discontinued operation. For the three months ended November 30, 2016, there were no transfers of trade accounts receivable, collections were $3.7 million and redemptions of trade accounts receivable associated with the exit from the program were $1.6 million . |
INVENTORIES, NET
INVENTORIES, NET | 3 Months Ended |
Nov. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories, net | NOTE 5. INVENTORIES, NET The majority of the Company's inventories are in the form of semi-finished and finished goods. The Company’s business model, with the exception of the International Marketing and Distribution segment, is such that products are sold to external customers in various stages, from semi-finished billets through fabricated steel, leading these categories to be combined. Inventories in the International Marketing and Distribution segment are sold as finished goods. As such, work in process inventories were not material at November 30, 2017 and August 31, 2017 . At November 30, 2017 and August 31, 2017 , $131.3 million and $116.8 million , respectively, of the Company's inventories were in the form of raw materials. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and other intangible assets | NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS The following table details the changes in the carrying amount of goodwill by reportable segment: Americas International (in thousands) Recycling Mills Fabrication Mill Marketing and Distribution Consolidated Goodwill, gross Balance at August 31, 2017 $ 9,751 $ 4,970 $ 57,943 $ 2,664 $ 1,982 $ 77,310 Foreign currency translation — — — 27 — 27 Balance at November 30, 2017 $ 9,751 $ 4,970 $ 57,943 $ 2,691 $ 1,982 $ 77,337 Accumulated impairment losses Balance at August 31, 2017 $ (9,751 ) $ — $ (493 ) $ (169 ) $ (1,982 ) $ (12,395 ) Foreign currency translation — — — (2 ) — (2 ) Balance at November 30, 2017 $ (9,751 ) $ — $ (493 ) $ (171 ) $ (1,982 ) $ (12,397 ) Goodwill, net Balance at August 31, 2017 $ — $ 4,970 $ 57,450 $ 2,495 $ — $ 64,915 Foreign currency translation — — — 25 — 25 Balance at November 30, 2017 $ — $ 4,970 $ 57,450 $ 2,520 $ — $ 64,940 The total gross carrying amounts of the Company's intangible assets that are subject to amortization were $21.7 million and $19.7 million at November 30, 2017 and August 31, 2017 , respectively, and are included in other noncurrent assets on the Company's unaudited condensed consolidated balance sheets. As part of the MMFX asset acquisition, the Company acquired patents, which were assigned a value of $7.0 million , with a useful life of 7.5 years. See Note 2, Changes in Business, for further information regarding this asset acquisition. Intangible amortization expense from continuing operations was $0.5 million and $0.3 million for the three months ended November 30, 2017 and 2016, respectively. Excluding goodwill, there were no significant intangible assets with indefinite lives as of November 30, 2017. |
CREDIT ARRANGEMENTS
CREDIT ARRANGEMENTS | 3 Months Ended |
Nov. 30, 2017 | |
Debt Disclosure [Abstract] | |
Credit arrangements | NOTE 7. CREDIT ARRANGEMENTS Long-term debt was as follows: (in thousands) Weighted Average November 30, 2017 August 31, 2017 2027 Notes 5.375% $ 300,000 $ 300,000 2023 Notes 4.875% $ 330,000 $ 330,000 Term Loan (Due 2022) 2.830% 150,000 150,000 Other, including equipment notes 52,133 52,077 Total debt 832,133 832,077 Less: Debt issuance costs 7,102 7,315 Total amounts outstanding 825,031 824,762 Less: Current maturities of long-term debt 21,246 19,182 Long-term debt $ 803,785 $ 805,580 In July 2017, the Company issued $300.0 million of 5.375% Senior Notes due July 2027 (the "2027 Notes"). Interest on these notes is payable semiannually. In May 2013, the Company issued $330.0 million of 4.875% Senior Notes due May 2023 (the "2023 Notes"). Interest on the 2023 Notes is payable semiannually. The Company has a $350.0 million revolving credit facility (the "Credit Agreement") and a senior secured term loan in the maximum principal amount of $150.0 million (the "Term Loan"), each with a maturity date in June 2022 . The Term Loan was drawn upon on July 13, 2017. The Company is required to make quarterly payments on the Term Loan equal to 1.25% of the original principal amount. The maximum availability under the Credit Agreement, together with the Term Loan, can be increased to $750.0 million with bank approval. The Company had no amounts drawn under the Credit Agreement at November 30, 2017 and August 31, 2017 . The Company's obligation under its Credit Agreement is collateralized by its U.S. inventory and U.S. fabrication receivables. The Credit Agreement's capacity includes $50.0 million for the issuance of stand-by letters of credit and was reduced by outstanding stand-by letters of credit, which totaled $3.3 million and $3.0 million at November 30, 2017 and August 31, 2017 , respectively. Under the Credit Agreement, the Company is required to comply with certain financial and non-financial covenants, including covenants to maintain: (i) an interest coverage ratio (consolidated EBITDA to consolidated interest expense, as each is defined in the Credit Agreement) of not less than 2.50 to 1.00 and (ii) a debt to capitalization ratio (consolidated funded debt to total capitalization, as each is defined in the Credit Agreement) that does not exceed 0.60 to 1.00. At November 30, 2017 , the Company's interest coverage ratio was 7.06 to 1.00, and the Company's debt to capitalization ratio was 0.37 to 1.00. Loans under the Credit Agreement bear interest based on the Eurocurrency rate, a base rate, or the London Interbank Offered Rate ("LIBOR"). At November 30, 2017 , the Company was in compliance with all covenants contained in its debt agreements. The Company has uncommitted credit facilities available from U.S. and international banks. In general, these credit facilities are used to support trade letters of credit (including accounts payable settled under bankers' acceptances), foreign exchange transactions and short-term advances which are priced at market rates. At November 30, 2017 and August 31, 2017 , CMC Poland Sp. z.o.o. ("CMCP") had uncommitted credit facilities with several banks of PLN 225.0 million ( $63.7 million ) and PLN 175.0 million ( $49.1 million ), respectively. As of November 30, 2017 , the uncommitted credit facilities have expiration dates ranging from March 2018 to November 2018, which CMCP intends to renew upon expiration. At November 30, 2017 and August 31, 2017 , no amounts were outstanding under these facilities. The available balance of these credit facilities was reduced by outstanding stand-by letters of credit, guarantees, and/or other financial assurance instruments, which totaled $1.6 million and $1.3 million at November 30, 2017 and August 31, 2017 , respectively. During the three months ended November 30, 2017 and 2016 , CMCP had no borrowings and no repayments under its uncommitted credit facilities. The Company capitalized $3.8 million and $1.6 million of interest in the cost of property, plant and equipment during the three months ended November 30, 2017 and 2016, respectively. Cash paid for interest during the three months ended November 30, 2017 and 2016 was $9.4 million and $8.4 million , respectively. |
DERIVATIVES AND RISK MANAGEMENT
DERIVATIVES AND RISK MANAGEMENT | 3 Months Ended |
Nov. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and risk management | NOTE 8. DERIVATIVES AND RISK MANAGEMENT The Company's global operations and product lines expose it to risks from fluctuations in metal commodity prices, foreign currency exchange rates, natural gas prices and interest rates. One objective of the Company's risk management program is to mitigate these risks using derivative instruments. The Company enters into (i) metal commodity futures and forward contracts to mitigate the risk of unanticipated changes in gross margin due to the volatility of the commodities' prices and (ii) foreign currency forward contracts that match the expected settlements for purchases and sales denominated in foreign currencies. At November 30, 2017 , the notional values of the Company's foreign currency contract commitments and its commodity contract commitments were $289.5 million and $56.7 million , respectively. At November 30, 2016 , the notional values of the Company's foreign currency contract commitments and its commodity contract commitments were $265.8 million and $31.2 million , respectively. The following table provides information regarding the Company's commodity contract commitments as of November 30, 2017 : Commodity Long/Short Total Aluminum Long 3,475 MT Aluminum Short 900 MT Copper Long 714 MT Copper Short 6,214 MT _________________ MT = Metric Ton The Company designates only those contracts which closely match the terms of the underlying transaction as hedges for accounting purposes. These hedges resulted in substantially no ineffectiveness in the Company's unaudited condensed consolidated statements of earnings, and there were no components excluded from the assessment of hedge effectiveness for the three months ended November 30, 2017 and 2016. Certain foreign currency and commodity contracts were not designated as hedges for accounting purposes, although management believes they are essential economic hedges. The following tables summarize activities related to the Company's derivative instruments and hedged items recognized in the unaudited condensed consolidated statements of earnings: Three Months Ended November 30, Derivatives Not Designated as Hedging Instruments (in thousands) Location 2017 2016 Commodity Cost of goods sold $ 575 $ (4,629 ) Foreign exchange Cost of goods sold (19 ) (8 ) Foreign exchange SG&A expenses 2,380 4,049 Gain (loss) before income taxes $ 2,936 $ (588 ) The Company's fair value hedges are designated for accounting purposes with the gains or losses on the hedged items offsetting the gains or losses on the related derivative transactions. Hedged items relate to firm commitments on commercial sales and purchases and capital expenditures. Location of gain (loss) recognized in income on derivatives Amount of gain (loss) recognized in income on derivatives for the three months ended November 30, Location of gain (loss) recognized in income on related hedged items Amount of gain (loss) recognized in income on related hedge items for the three months ended November 30, 2017 2016 2017 2016 Foreign exchange Net sales $ (237 ) $ (22 ) Net sales $ 237 $ 22 Foreign exchange Cost of goods sold 3,348 1,086 Cost of goods sold (3,348 ) (1,086 ) Gain (loss) before income taxes $ 3,111 $ 1,064 $ (3,111 ) $ (1,064 ) Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in AOCI (Loss) (in thousands) Three Months Ended November 30, 2017 2016 Commodity $ — $ 99 Foreign exchange 11 33 Gain, net of income taxes $ 11 $ 132 Refer to Note 3, Accumulated Other Comprehensive Income (Loss), of the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for the effective portion of derivatives designated as cash flow hedging instruments reclassified from AOCI. The Company enters into derivative agreements that include provisions to allow the set-off of certain amounts. Derivative instruments are presented on a gross basis on the Company's unaudited condensed consolidated balance sheets. The asset and liability balances in the tables below reflect the gross amounts of derivative instruments at November 30, 2017 and August 31, 2017 . The fair value of the Company's derivative instruments on the unaudited condensed consolidated balance sheets was as follows: Derivative Assets (in thousands) November 30, 2017 August 31, 2017 Commodity — not designated for hedge accounting 780 767 Foreign exchange — designated for hedge accounting 1,785 81 Foreign exchange — not designated for hedge accounting 2,155 1,286 Derivative assets (other current assets)* $ 4,720 $ 2,134 Derivative Liabilities (in thousands) November 30, 2017 August 31, 2017 Commodity — not designated for hedge accounting 499 3,251 Foreign exchange — designated for hedge accounting 197 1,549 Foreign exchange — not designated for hedge accounting 1,351 3,710 Derivative liabilities (accrued expenses and other payables)* $ 2,047 $ 8,510 _________________ * Derivative assets and liabilities do not include the hedged items designated as fair value hedges. As of November 30, 2017 , all of the Company's derivative instruments designated to hedge exposure to the variability in future cash flows of the forecasted transactions will mature within twelve months. All of the instruments are highly liquid and were not entered into for trading purposes. |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Nov. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value | NOTE 9. FAIR VALUE The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Levels within the hierarchy are defined as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities; Level 2 - Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable, either directly or indirectly; and Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following tables summarize information regarding the Company's financial assets and financial liabilities that were measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using (in thousands) November 30, 2017 Quoted Prices in Significant Other Significant Assets: Investment deposit accounts (1) $ 75,593 $ 75,593 $ — $ — Commodity derivative assets (2) 780 780 — — Foreign exchange derivative assets (2) 3,940 — 3,940 — Liabilities: Commodity derivative liabilities (2) 499 499 — — Foreign exchange derivative liabilities (2) 1,548 — 1,548 — Fair Value Measurements at Reporting Date Using (in thousands) August 31, 2017 Quoted Prices in Significant Other Significant Assets: Investment deposit accounts (1) $ 43,553 $ 43,553 $ — $ — Commodity derivative assets (2) 767 767 — — Foreign exchange derivative assets (2) 1,367 — 1,367 — Liabilities: Commodity derivative liabilities (2) 3,251 3,251 — — Foreign exchange derivative liabilities (2) 5,259 — 5,259 — _________________ (1) Investment deposit accounts are short-term in nature, and the value is determined by principal plus interest. The investment portfolio mix can change each period based on the Company's assessment of investment options. (2) Derivative assets and liabilities classified as Level 1 are commodity futures contracts valued based on quoted market prices in the London Metal Exchange or New York Mercantile Exchange. Amounts in Level 2 are based on broker quotes in the over-the-counter market. Further discussion regarding the Company's use of derivative instruments and the classification of the assets and liabilities is included in Note 8, Derivatives and Risk Management. There were no material non-recurring fair value remeasurements during the three months ended November 30, 2017 . The carrying values of the Company's short-term items, including the deferred purchase price of accounts receivable, documentary letters of credit and notes payable, approximate fair value due to their short-term nature. The carrying values and estimated fair values of the Company's financial assets and liabilities that are not required to be measured at fair value on the unaudited condensed consolidated balance sheets were as follows: November 30, 2017 August 31, 2017 (in thousands) Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value 2027 Notes (1) Level 2 $ 300,000 $ 307,431 $ 300,000 $ 314,286 2023 Notes (1) Level 2 330,000 339,824 330,000 340,052 2022 Term Loan (2) Level 2 150,000 150,000 150,000 150,000 _________________ (1) The fair value of the notes is determined based on indicated market values. (2) The Term Loan contains variable interest rates and its carrying value approximates fair value. |
INCOME TAX
INCOME TAX | 3 Months Ended |
Nov. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income tax | NOTE 10. INCOME TAX The Company's effective income tax rate from continuing operations for the three months ended November 30, 2017 was 23.4% , compared with 29.8% for the three months ended November 30, 2016 . The effective tax rate is determined by computing the estimated annual effective tax rate, adjusted for discrete items, if any, which are taken into account in the appropriate period. Several factors determine the Company's effective tax rate, including the mix and amount of global earnings, the impact of loss companies for which no tax benefit is available due to valuation allowances, audit related adjustments, and the impact of permanent tax adjustments. For the three months ended November 30, 2017 , the tax rate was lower than the statutory income tax rate of 35%. Items that impacted the effective tax rate included: i. the proportion of the Company's global income from operations in jurisdictions with lower statutory tax rates than the U.S., including Poland, which has a statutory income tax rate of 19% , ii. a permanent tax benefit recorded under ASU 2016-09 for stock awards that vested during the first quarter of fiscal 2018 , iii. a non-taxable gain on assets related to the Company's non-qualified Benefits Restoration Plan, and iv. losses from operations in certain jurisdictions in which the Company maintains a valuation allowance, thus providing no benefit for such losses. For the three months ended November 30, 2016 , the tax rate was lower than the statutory income tax rate of 35%. Items that impacted the effective tax rate included: i. the proportion of the Company's global income from operations in jurisdictions with lower statutory tax rates than the U.S., including Poland, which has a statutory income tax rate of 19%, ii. a permanent tax benefit under Section 199 of the Internal Revenue Code related to domestic production activity, iii. a non-taxable gain on assets related to the Company's non-qualified Benefits Restoration Plan, and iv. losses from operations in certain jurisdictions in which the Company maintains a valuation allowance, thus providing no benefit for such losses. The Company’s tax expense related to discontinued operations was not material with respect to the three months ended November 30, 2017 and 2016 . The Company made net payments of $4.3 million and $1.8 million for income taxes during the three months ended November 30, 2017 and 2016 , respectively. As of November 30, 2017 and August 31, 2017 , the reserve for unrecognized income tax benefits related to the accounting for uncertainty in income taxes was $9.3 million , exclusive of interest and penalties. The Company's policy classifies interest recognized on an underpayment of income taxes and any statutory penalties recognized on a tax position as income tax expense. For the three months ended November 30, 2017 , the Company recorded immaterial amounts of accrued interest and penalties on unrecognized income tax benefits. During the twelve months ending November 30 , 2018, it is reasonably possible that the statute of limitations pertaining to positions taken by the Company in prior year income tax returns may lapse or that income tax audits in various taxing jurisdictions could be finalized. As a result, the total amount of unrecognized income tax benefits may decrease by approximately $9.3 million , which would reduce the provision for income taxes by $9.3 million . The Company files income tax returns in the U.S. and multiple foreign jurisdictions with varying statutes of limitations. In the normal course of business, CMC and its subsidiaries are subject to examination by various taxing authorities. The following is a summary of tax years subject to examination: U.S. Federal — 2012 and forward, with the exception of the R&D credit matter discussed below U.S. States — 2009 and forward Foreign — 2011 and forward During the fiscal year ended August 31, 2016, the Company completed an IRS exam for the years 2009 through 2011 and received confirmation from the United States Congress Joint Committee on Taxation that all matters were settled with the exception of R&D credits, which are still under review. In addition, the Company is under examination by certain state revenue authorities for the years 2009 through 2015. Management believes the Company's recorded income tax liabilities as of November 30, 2017 sufficiently reflect the anticipated outcome of these examinations. On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the "Act"), which will take effect on January 1, 2018. Some notable provisions of the Act include a reduction of the corporate income tax rate from 35% to 21%, 100% bonus depreciation for certain capital expenditures, and a change from a worldwide system with deferral to a territorial tax system, which includes a one-time toll charge on certain undistributed earnings of non-U.S. subsidiaries. The Company is currently evaluating the full impact of this new legislation on its consolidated financial statements. |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS | 3 Months Ended |
Nov. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation plans | NOTE 11. STOCK-BASED COMPENSATION PLANS The Company's stock-based compensation plans are described, and informational disclosures provided, in Note 15, Stock-Based Compensation Plans, to the audited consolidated financial statements in the 2017 Form 10-K. In general, the restricted stock units granted during fiscal 2018 vest ratably over a period of three years. However, certain restricted stock units granted during fiscal 2018 cliff vest after a period of three years. Subject to the achievement of performance targets established by the Compensation Committee of CMC's Board of Directors, the performance stock units granted during fiscal 2018 will vest after a period of three years. During the three months ended November 30, 2017 and 2016 , the Company granted the following awards under its stock-based compensation plans: November 30, 2017 November 30, 2016 (in thousands, except per share data) Shares Granted Weighted Average Grant Date Fair Value Shares Granted Weighted Average Grant Date Fair Value Equity Method 1,167 $ 20.55 869 $ 15.77 Liability Method 317 N/A 873 N/A During the three months ended November 30, 2017 , the Company recorded immaterial mark-to-market adjustments on liability awards, compared to expense of $3.9 million recorded for the three months ended November 30, 2016 , which includes the impact of the modification of certain restricted stock and performance stock units that occurred during the first quarter of fiscal 2017. As of November 30, 2017 , the Company had 0.8 million equivalent shares accounted for under the liability method outstanding. The Company expects 0.7 million equivalent shares to vest. The following table summarizes total stock-based compensation expense, including fair value remeasurements, which is mainly included in selling, general and administrative expenses on the Company's unaudited condensed consolidated statements of earnings: Three Months Ended November 30, (in thousands) 2017 2016 Stock-based compensation expense $ 4,780 $ 8,245 |
STOCKHOLDERS_ EQUITY AND EARNIN
STOCKHOLDERS’ EQUITY AND EARNINGS PER SHARE ATTRIBUTABLE TO CMC | 3 Months Ended |
Nov. 30, 2017 | |
Earnings Per Share [Abstract] | |
Stockholder's equity and earnings per share attributable to CMC | NOTE 12. STOCKHOLDERS' EQUITY AND EARNINGS PER SHARE The calculations of basic and diluted earnings per share from continuing operations for the three months ended November 30, 2017 and 2016 were as follows: Three Months Ended November 30, (in thousands, except share data) 2017 2016 Earnings from continuing operations $ 38,536 $ 4,936 Basic earnings per share: Shares outstanding for basic earnings per share 116,243,545 115,097,467 Basic earnings per share from continuing operations $ 0.33 $ 0.04 Diluted earnings per share: Shares outstanding for basic earnings per share 116,243,545 115,097,467 Effect of dilutive securities: Stock-based incentive/purchase plans 1,614,366 1,507,322 Shares outstanding for diluted earnings per share 117,857,911 116,604,789 Diluted earnings per share from continuing operations $ 0.32 $ 0.04 Anti-dilutive shares not included above — 130,989 CMC's restricted stock is included in the number of shares of common stock issued and outstanding, but is omitted from the basic earnings per share calculation until the shares vest. During the first quarter of fiscal 2015, CMC's Board of Directors authorized a share repurchase program under which CMC may repurchase up to $100.0 million of shares of CMC common stock. During the three months ended November 30, 2017 and 2016, CMC did not purchase any shares of CMC common stock. CMC had remaining authorization to purchase $27.6 million of common stock at November 30, 2017 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Nov. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | NOTE 13. COMMITMENTS AND CONTINGENCIES Legal and Environmental Matters In the ordinary course of conducting its business, the Company becomes involved in litigation, administrative proceedings and governmental investigations, including environmental matters. See Note 18, Commitments and Contingencies, to the audited consolidated financial statements in the 2017 Form 10-K. On April 28, 2016, the Company was served with a lawsuit filed by Ector County, Texas and the State of Texas by and through the Texas Commission on Environmental Quality ("TCEQ") alleging violations of the Texas Solid Waste Disposal Act, the Texas Water Code, the Texas Clean Air Act, and TCEQ rules on spill prevention and control. The Plaintiffs amended their petition in February 2017 to include violations of TCEQ rules on recycling and storm water permits. The Plaintiffs further amended their petition in April 2017, broadening their allegations. The lawsuit, filed in the 201st Judicial District Court of Travis County, Texas, alleged improper disposal of solid waste and unauthorized outdoor burning activity at the Company’s recycling facility located in Odessa, Texas. The lawsuit sought a penalty for each day of alleged violation under the Texas Health & Safety Code, the Texas Water Code, or the Texas Administrative Code. The parties agreed to a mediated settlement on December 1, 2017, which will be binding upon the entry of an Agreed Final Judgment, subject to the formal approval process of the State of Texas. Under the mediated settlement, the Company will pay $1.1 million , net of insurance recoveries. The Company denies any wrongdoing in connection with the alleged claims, and the settlement does not contain an admission of liability from the Company. The Company has received notices from the U.S. Environmental Protection Agency ("EPA") or state agencies with similar responsibility that it is considered a potentially responsible party at several sites (none of which are owned by the Company) and may be obligated under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") or similar state statute to conduct remedial investigations, feasibility studies, remediation and/or removal of alleged releases of hazardous substances or to reimburse the EPA for such activities. The Company is involved in litigation or administrative proceedings with regard to several of these sites in which the Company is contesting, or at the appropriate time may contest, its liability at the sites. In addition, the Company has received information requests with regard to other sites which may be under consideration by the EPA as potential CERCLA sites. Some of these environmental matters or other proceedings may result in fines, penalties or judgments being assessed against the Company. At both November 30, 2017 and August 31, 2017 , the Company had accrued $0.7 million for estimated cleanup and remediation costs in connection with CERCLA sites. The estimation process is based on currently available information, which is in many cases preliminary and incomplete. As of both November 30, 2017 and August 31, 2017 , total environmental liabilities, including with respect to CERCLA sites, were $4.3 million , of which $2.1 million was classified as other long-term liabilities. These amounts have not been discounted to their present values. Due to evolving remediation technology, changing regulations, possible third-party contributions, the inherent shortcomings of the estimation process and other factors, amounts accrued could vary significantly from amounts paid. Historically, the amounts the Company has ultimately paid for such remediation activities have not been material. Management believes that adequate provisions have been made in the Company's unaudited condensed consolidated financial statements for the potential impact of these contingencies and that the outcomes of the suits and proceedings described above, and other miscellaneous litigation and proceedings now pending, will not have a material adverse effect on the business, results of operations or financial condition of the Company. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 3 Months Ended |
Nov. 30, 2017 | |
Segment Reporting [Abstract] | |
Business segments | NOTE 14. BUSINESS SEGMENTS The Company's operating segments engage in business activities from which they may earn revenues and incur expenses and for which discrete financial information is available. Operating results for the operating segments are regularly reviewed by the Company's chief operating decision maker to make decisions about resources to be allocated to the segments and to assess performance. The Company's chief operating decision maker is identified as the Chief Executive Officer. Operating segments are aggregated for reporting purposes when the operating segments are identified as similar in accordance with the basic principles and aggregation criteria in the accounting standards. The Company's reporting segments are based primarily on product lines and secondarily on geographic area. The reporting segments have different lines of management responsibility as each business requires different marketing strategies and management expertise. The Company structures its business into the following five reporting segments: Americas Recycling, Americas Mills, Americas Fabrication, International Mill and International Marketing and Distribution. See Note 1, Nature of Operations, of the audited consolidated financial statements included in the 2017 Form 10-K for more information about the reporting segments, including the types of products and services from which each reporting segment derives its net sales. Corporate contains earnings on Benefit Restoration Plan ("BRP") assets and short-term investments as well as expenses of the Company's corporate headquarters and interest expense related to its long-term debt. The financial information presented for the International Marketing and Distribution segment excludes the operations of CMC Cometals. This operation has been classified as discontinued operations in the unaudited condensed consolidated statements of earnings. See Note 2, Changes in Business, to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information. The Company uses adjusted operating profit (loss) from continuing operations to compare and evaluate the financial performance of its segments. Adjusted operating profit (loss) is the sum of the Company's earnings from continuing operations before interest expense, income taxes and discounts on sales of accounts receivable. Intersegment sales are generally priced at prevailing market prices. Certain corporate administrative expenses are allocated to the segments based upon the nature of the expense. The accounting policies of the segments are the same as those described in Note 2, Summary of Significant Accounting Policies, of the audited consolidated financial statements included in the 2017 Form 10-K. The following is a summary of certain financial information from continuing operations by reportable segment: Three Months ended November 30, 2017 Americas International (in thousands) Recycling Mills Fabrication Mill Marketing and Distribution Corporate Eliminations Continuing Operations Net sales-unaffiliated customers $ 274,330 $ 246,733 $ 330,552 $ 220,200 $ 162,506 $ 4,198 $ — $ 1,238,519 Intersegment sales 45,004 166,785 2,227 267 792 — (215,075 ) — Net sales 319,334 413,518 332,779 220,467 163,298 4,198 (215,075 ) 1,238,519 Adjusted operating profit (loss) from continuing operations 9,928 40,764 (4,782 ) 23,393 10,531 (21,168 ) (1,569 ) 57,097 Total assets as of November 30, 2017* 284,905 1,008,618 671,457 461,021 302,051 661,769 (508,840 ) 2,880,981 Three Months ended November 30, 2016 Americas International Recycling Mills Fabrication Mill Marketing and Distribution Corporate Eliminations Continuing Operations Net sales-unaffiliated customers $ 154,362 $ 203,331 $ 335,277 $ 134,190 $ 165,181 $ 1,750 $ — $ 994,091 Intersegment sales 22,346 143,834 3,123 211 1,656 — (171,170 ) — Net sales 176,708 347,165 338,400 134,401 166,837 1,750 (171,170 ) 994,091 Adjusted operating profit (loss) from continuing operations (5,098 ) 36,949 6,711 9,973 (3,758 ) (24,013 ) (209 ) 20,555 Total assets as of August 31, 2017* 234,350 933,022 683,609 462,190 351,716 677,691 (394,006 ) 2,948,572 _________________ * Excludes total assets from discontinued operations of $17.6 million at November 30, 2017 and $26.6 million at August 31, 2017 . Reconciliations of earnings from continuing operations to adjusted operating profit from continuing operations are provided below: Three Months Ended November 30, (in thousands) 2017 2016 Earnings from continuing operations $ 38,536 $ 4,936 Income taxes 11,778 2,100 Interest expense 6,525 13,292 Discounts on sales of accounts receivable 258 227 Adjusted operating profit from continuing operations $ 57,097 $ 20,555 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Nov. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15. SUBSEQUENT EVENTS On January 2, 2018, the Company announced the signing of a definitive agreement to acquire certain U.S. rebar steel mill and fabrication assets from Gerdau S.A., a producer of long and specialty steel products in the Americas for a cash purchase price of $600.0 million , subject to customary purchase price adjustments. The acquisition includes 33 rebar fabrication facilities in the U.S. as well as steel mills located in Knoxville, Tennessee; Jacksonville, Florida; Sayreville, New Jersey and Rancho Cucamonga, California, with annual melt capacity of 2.7 million tons, bringing the Company’s global melt capacity to approximately 7.2 million tons at the close of the transaction. The closing of the transaction is expected before calendar year-end 2018 and is subject to the satisfaction or waiver of customary closing conditions, including customary regulatory review. The Company expects to fund the purchase price for the acquisition with cash on hand, term loans, borrowings under the Credit Agreement or another credit facility, and/or the proceeds from an offering of one or more series of debt securities. In connection with the above mentioned signed definitive agreement, the Company entered into an amendment to its Credit Agreement (as defined in Note 7, Credit Arrangements), which, among other things, permits the potential incurrence by the Company of up to $600.0 million of Incremental Term Loans (as defined in the amendment to the Credit Agreement filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 2, 2018) in order to fund the acquisition and pay transaction fees and expenses related thereto. This amendment is supported by a commitment letter with certain parties (as identified in the Current Report on Form 8-K filed with the SEC on January 2, 2018), pursuant to which and subject to the terms and conditions set forth therein, the parties have agreed to provide a senior secured term loan B facility in the aggregate principal amount of up to $600.0 million . |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Accounting principles | Accounting Principles The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") on a basis consistent with that used in the Annual Report on Form 10-K for the fiscal year ended August 31, 2017 ("2017 Form 10-K") filed by Commercial Metals Company ("CMC," and together with its consolidated subsidiaries, the "Company") with the Securities and Exchange Commission ("SEC") and include all normal recurring adjustments necessary to present fairly the unaudited condensed consolidated balance sheets and the unaudited condensed consolidated statements of earnings, comprehensive income, cash flows and stockholders' equity for the periods indicated. These notes should be read in conjunction with the audited consolidated financial statements included in the 2017 Form 10-K. The results of operations for the three month period are not necessarily indicative of the results to be expected for the full fiscal year. |
Recent accounting pronouncements | Recently Issued Accounting Pronouncements In August 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-12, Derivatives and Hedging (Topic 815). The ASU better aligns accounting rules with a company's risk management activities; better reflects economic results of hedging in financial statements; and simplifies hedge accounting treatment. For public companies, this standard is effective for annual periods beginning after December 15, 2018, including interim periods within those periods, with early adoption permitted. The standard must be applied to hedging relationships existing on the date of adoption, and the effect of adoption should be reflected as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this guidance on its consolidated financial statements as well as determining the Company's planned adoption date. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 and will be effective for the Company beginning September 1, 2018, at which point the Company plans to adopt the standard. The provisions of this guidance are to be applied using a retrospective approach, which requires application of the guidance for all periods presented. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), requiring a lessee to recognize a right-of-use asset and a lease liability on its balance sheet for all leases with terms of twelve months or longer. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2018 and will be effective for the Company beginning September 1, 2019, at which point the Company plans to adopt the standard. The provisions of this guidance are to be applied using a modified retrospective approach, with elective reliefs, which requires application of the guidance for all periods presented. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and has modified the standard thereafter. Under the standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017 and will be effective for the Company beginning September 1, 2018, at which point the Company plans to adopt the standard. The standard permits the use of either the retrospective or cumulative effect transition method. The Company currently expects to adopt the standard using the cumulative effect transition method. The Company believes there will not be a material impact on its statement of financial position, results of operations or cash flows in its Americas Mills, Americas Recycling or International Mill segments. Upon adoption of ASU 2014-09, certain contracts within the Americas Fabrication segment, in which revenue is currently accounted for on a percentage of completion basis using a cost-to-cost measure of progress will continue to be recognized over time, but will change to an output measure of progress, to align with the pattern of transfer of control on these contracts. In addition, the standard includes expanded disclosure requirements, which the Company continues to analyze. As part of the overall evaluation of the standard, the Company is also identifying and preparing to implement changes to its accounting policies, practices, and internal controls over financial reporting to support the standard, both in the transition period as well as on an on-going basis. |
Fair value measurement | The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Levels within the hierarchy are defined as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities; Level 2 - Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable, either directly or indirectly; and Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Uncertain income tax positions | The Company's policy classifies interest recognized on an underpayment of income taxes and any statutory penalties recognized on a tax position as income tax expense. |
CHANGES IN BUSINESS (Tables)
CHANGES IN BUSINESS (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Financial information for discontinued operations | Financial information for discontinued operations was as follows: Three Months Ended November 30, (in thousands) 2017 2016 Net sales $ 124 $ 80,948 Earnings (loss) before income taxes $ (1,898 ) $ 1,873 |
CMC Cometals | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Financial information for discontinued operations | Three Months Ended November 30, (in thousands) 2017 2016 Net sales $ 124 $ 80,972 Costs and expenses: Cost of goods sold 29 72,794 Selling, general and administrative expenses 1,281 5,382 Interest expense — 6 Earnings (loss) before income taxes (1,186 ) 2,790 Income taxes (benefit) (172 ) 553 Earnings (loss) from discontinued operations $ (1,014 ) $ 2,237 |
ACCUMULATED OTHER COMPREHENSI26
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | The following tables reflect the changes in accumulated other comprehensive income (loss) ("AOCI"): Three Months Ended November 30, 2017 (in thousands) Foreign Currency Translation Unrealized Gain (Loss) on Derivatives Defined Benefit Obligation Total AOCI Balance, August 31, 2017 $ (80,778 ) $ 1,587 $ (2,322 ) $ (81,513 ) Other comprehensive income before reclassifications 2,835 13 — 2,848 Amounts reclassified from AOCI — (146 ) 665 519 Income taxes — 38 (234 ) (196 ) Net other comprehensive income (loss) 2,835 (95 ) 431 3,171 Balance, November 30, 2017 $ (77,943 ) $ 1,492 $ (1,891 ) $ (78,342 ) Three Months ended November 30, 2016 (in thousands) Foreign Currency Translation Unrealized Gain (Loss) on Derivatives Defined Benefit Obligation Total AOCI Balance, August 31, 2016 $ (112,255 ) $ 2,186 $ (2,845 ) $ (112,914 ) Other comprehensive income (loss) before reclassifications (21,531 ) 142 — (21,389 ) Amounts reclassified from AOCI — (237 ) (11 ) (248 ) Income taxes — 37 2 39 Net other comprehensive loss (21,531 ) (58 ) (9 ) (21,598 ) Balance, November 30, 2016 $ (133,786 ) $ 2,128 $ (2,854 ) $ (134,512 ) |
SALES OF ACCOUNTS RECEIVABLE (T
SALES OF ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Transfers and Servicing [Abstract] | |
Activity of the deferred purchase price receivables | The following tables summarize the activity of the deferred purchase price receivables for the U.S. and international sale of trade accounts receivable programs: Three Months Ended November 30, 2017 (in thousands) Total U.S. Poland Beginning balance $ 215,123 $ 135,623 $ 79,500 Transfers of accounts receivable 656,642 535,893 120,749 Collections (578,389 ) (450,482 ) (127,907 ) Ending balance $ 293,376 $ 221,034 $ 72,342 Three Months Ended November 30, 2016 (in thousands) Total U.S.* Australia** Poland Beginning balance $ 289,748 $ 212,762 $ 26,662 $ 50,324 Transfers of accounts receivable 556,964 470,145 16,914 69,905 Collections (551,274 ) (467,190 ) (9,659 ) (74,425 ) Exit from programs (33,917 ) — (33,917 ) — Ending balance $ 261,521 $ 215,717 $ — $ 45,804 _________________ * Includes the sale of trade accounts receivable activities related to the CMC Cometals discontinued operation. See Note 2, Changes in Business, for further discussion. For the three months ended November 30, 2016, there were transfers of trade accounts receivable of $33.9 million and collections were $39.5 million . ** Includes the sale of trade accounts receivable activities related to the Australian steel distribution business discontinued operation. For the three months ended November 30, 2016, there were no transfers of trade accounts receivable, collections were $3.7 million and redemptions of trade accounts receivable associated with the exit from the program were $1.6 million . |
GOODWILL AND OTHER INTANGIBLE28
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the carrying amount of goodwill | The following table details the changes in the carrying amount of goodwill by reportable segment: Americas International (in thousands) Recycling Mills Fabrication Mill Marketing and Distribution Consolidated Goodwill, gross Balance at August 31, 2017 $ 9,751 $ 4,970 $ 57,943 $ 2,664 $ 1,982 $ 77,310 Foreign currency translation — — — 27 — 27 Balance at November 30, 2017 $ 9,751 $ 4,970 $ 57,943 $ 2,691 $ 1,982 $ 77,337 Accumulated impairment losses Balance at August 31, 2017 $ (9,751 ) $ — $ (493 ) $ (169 ) $ (1,982 ) $ (12,395 ) Foreign currency translation — — — (2 ) — (2 ) Balance at November 30, 2017 $ (9,751 ) $ — $ (493 ) $ (171 ) $ (1,982 ) $ (12,397 ) Goodwill, net Balance at August 31, 2017 $ — $ 4,970 $ 57,450 $ 2,495 $ — $ 64,915 Foreign currency translation — — — 25 — 25 Balance at November 30, 2017 $ — $ 4,970 $ 57,450 $ 2,520 $ — $ 64,940 |
CREDIT ARRANGEMENTS (Tables)
CREDIT ARRANGEMENTS (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-term debt, including the deferred gain from the termination of the interest rate swaps | Long-term debt was as follows: (in thousands) Weighted Average November 30, 2017 August 31, 2017 2027 Notes 5.375% $ 300,000 $ 300,000 2023 Notes 4.875% $ 330,000 $ 330,000 Term Loan (Due 2022) 2.830% 150,000 150,000 Other, including equipment notes 52,133 52,077 Total debt 832,133 832,077 Less: Debt issuance costs 7,102 7,315 Total amounts outstanding 825,031 824,762 Less: Current maturities of long-term debt 21,246 19,182 Long-term debt $ 803,785 $ 805,580 |
DERIVATIVES AND RISK MANAGEME30
DERIVATIVES AND RISK MANAGEMENT (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Commodity contract commitments | The following table provides information regarding the Company's commodity contract commitments as of November 30, 2017 : Commodity Long/Short Total Aluminum Long 3,475 MT Aluminum Short 900 MT Copper Long 714 MT Copper Short 6,214 MT _________________ MT = Metric Ton |
Derivatives not designated as hedging instruments | The following tables summarize activities related to the Company's derivative instruments and hedged items recognized in the unaudited condensed consolidated statements of earnings: Three Months Ended November 30, Derivatives Not Designated as Hedging Instruments (in thousands) Location 2017 2016 Commodity Cost of goods sold $ 575 $ (4,629 ) Foreign exchange Cost of goods sold (19 ) (8 ) Foreign exchange SG&A expenses 2,380 4,049 Gain (loss) before income taxes $ 2,936 $ (588 ) |
Derivatives designated as fair value hedging instruments | Hedged items relate to firm commitments on commercial sales and purchases and capital expenditures. Location of gain (loss) recognized in income on derivatives Amount of gain (loss) recognized in income on derivatives for the three months ended November 30, Location of gain (loss) recognized in income on related hedged items Amount of gain (loss) recognized in income on related hedge items for the three months ended November 30, 2017 2016 2017 2016 Foreign exchange Net sales $ (237 ) $ (22 ) Net sales $ 237 $ 22 Foreign exchange Cost of goods sold 3,348 1,086 Cost of goods sold (3,348 ) (1,086 ) Gain (loss) before income taxes $ 3,111 $ 1,064 $ (3,111 ) $ (1,064 ) |
Effective portion of derivatives designated as cash flow hedging instruments recognized In accumulated other comprehensive income (loss) | Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in AOCI (Loss) (in thousands) Three Months Ended November 30, 2017 2016 Commodity $ — $ 99 Foreign exchange 11 33 Gain, net of income taxes $ 11 $ 132 |
Derivative assets | The fair value of the Company's derivative instruments on the unaudited condensed consolidated balance sheets was as follows: Derivative Assets (in thousands) November 30, 2017 August 31, 2017 Commodity — not designated for hedge accounting 780 767 Foreign exchange — designated for hedge accounting 1,785 81 Foreign exchange — not designated for hedge accounting 2,155 1,286 Derivative assets (other current assets)* $ 4,720 $ 2,134 |
Derivative liabilities | Derivative Liabilities (in thousands) November 30, 2017 August 31, 2017 Commodity — not designated for hedge accounting 499 3,251 Foreign exchange — designated for hedge accounting 197 1,549 Foreign exchange — not designated for hedge accounting 1,351 3,710 Derivative liabilities (accrued expenses and other payables)* $ 2,047 $ 8,510 _________________ * Derivative assets and liabilities do not include the hedged items designated as fair value hedges. |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial assets and financial liabilities measured at fair value on a recurring basis | The following tables summarize information regarding the Company's financial assets and financial liabilities that were measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using (in thousands) November 30, 2017 Quoted Prices in Significant Other Significant Assets: Investment deposit accounts (1) $ 75,593 $ 75,593 $ — $ — Commodity derivative assets (2) 780 780 — — Foreign exchange derivative assets (2) 3,940 — 3,940 — Liabilities: Commodity derivative liabilities (2) 499 499 — — Foreign exchange derivative liabilities (2) 1,548 — 1,548 — Fair Value Measurements at Reporting Date Using (in thousands) August 31, 2017 Quoted Prices in Significant Other Significant Assets: Investment deposit accounts (1) $ 43,553 $ 43,553 $ — $ — Commodity derivative assets (2) 767 767 — — Foreign exchange derivative assets (2) 1,367 — 1,367 — Liabilities: Commodity derivative liabilities (2) 3,251 3,251 — — Foreign exchange derivative liabilities (2) 5,259 — 5,259 — _________________ (1) Investment deposit accounts are short-term in nature, and the value is determined by principal plus interest. The investment portfolio mix can change each period based on the Company's assessment of investment options. (2) Derivative assets and liabilities classified as Level 1 are commodity futures contracts valued based on quoted market prices in the London Metal Exchange or New York Mercantile Exchange. Amounts in Level 2 are based on broker quotes in the over-the-counter market. Further discussion regarding the Company's use of derivative instruments and the classification of the assets and liabilities is included in Note 8, Derivatives and Risk Management. |
Financial assets and liabilities not required to be measured at fair value | The carrying values and estimated fair values of the Company's financial assets and liabilities that are not required to be measured at fair value on the unaudited condensed consolidated balance sheets were as follows: November 30, 2017 August 31, 2017 (in thousands) Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value 2027 Notes (1) Level 2 $ 300,000 $ 307,431 $ 300,000 $ 314,286 2023 Notes (1) Level 2 330,000 339,824 330,000 340,052 2022 Term Loan (2) Level 2 150,000 150,000 150,000 150,000 _________________ (1) The fair value of the notes is determined based on indicated market values. (2) The Term Loan contains variable interest rates and its carrying value approximates fair value. |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS STOCK-BASED COMPENSATION PLANS (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Based Awards Granted | During the three months ended November 30, 2017 and 2016 , the Company granted the following awards under its stock-based compensation plans: November 30, 2017 November 30, 2016 (in thousands, except per share data) Shares Granted Weighted Average Grant Date Fair Value Shares Granted Weighted Average Grant Date Fair Value Equity Method 1,167 $ 20.55 869 $ 15.77 Liability Method 317 N/A 873 N/A |
Schedule of Stock-based Compensation Expense | The following table summarizes total stock-based compensation expense, including fair value remeasurements, which is mainly included in selling, general and administrative expenses on the Company's unaudited condensed consolidated statements of earnings: Three Months Ended November 30, (in thousands) 2017 2016 Stock-based compensation expense $ 4,780 $ 8,245 |
STOCKHOLDERS_ EQUITY AND EARN33
STOCKHOLDERS’ EQUITY AND EARNINGS PER SHARE ATTRIBUTABLE TO CMC (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Earnings Per Share [Abstract] | |
Calculations of the basic and diluted earnings per share from continuing operations | The calculations of basic and diluted earnings per share from continuing operations for the three months ended November 30, 2017 and 2016 were as follows: Three Months Ended November 30, (in thousands, except share data) 2017 2016 Earnings from continuing operations $ 38,536 $ 4,936 Basic earnings per share: Shares outstanding for basic earnings per share 116,243,545 115,097,467 Basic earnings per share from continuing operations $ 0.33 $ 0.04 Diluted earnings per share: Shares outstanding for basic earnings per share 116,243,545 115,097,467 Effect of dilutive securities: Stock-based incentive/purchase plans 1,614,366 1,507,322 Shares outstanding for diluted earnings per share 117,857,911 116,604,789 Diluted earnings per share from continuing operations $ 0.32 $ 0.04 Anti-dilutive shares not included above — 130,989 CMC's restricted stock is included in the number of shares of common stock issued and outstanding, but is omitted from the basic earnings per share calculation until the shares vest. |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 3 Months Ended |
Nov. 30, 2017 | |
Segment Reporting [Abstract] | |
Summary of certain financial information from continuing operations by reportable segment | The following is a summary of certain financial information from continuing operations by reportable segment: Three Months ended November 30, 2017 Americas International (in thousands) Recycling Mills Fabrication Mill Marketing and Distribution Corporate Eliminations Continuing Operations Net sales-unaffiliated customers $ 274,330 $ 246,733 $ 330,552 $ 220,200 $ 162,506 $ 4,198 $ — $ 1,238,519 Intersegment sales 45,004 166,785 2,227 267 792 — (215,075 ) — Net sales 319,334 413,518 332,779 220,467 163,298 4,198 (215,075 ) 1,238,519 Adjusted operating profit (loss) from continuing operations 9,928 40,764 (4,782 ) 23,393 10,531 (21,168 ) (1,569 ) 57,097 Total assets as of November 30, 2017* 284,905 1,008,618 671,457 461,021 302,051 661,769 (508,840 ) 2,880,981 Three Months ended November 30, 2016 Americas International Recycling Mills Fabrication Mill Marketing and Distribution Corporate Eliminations Continuing Operations Net sales-unaffiliated customers $ 154,362 $ 203,331 $ 335,277 $ 134,190 $ 165,181 $ 1,750 $ — $ 994,091 Intersegment sales 22,346 143,834 3,123 211 1,656 — (171,170 ) — Net sales 176,708 347,165 338,400 134,401 166,837 1,750 (171,170 ) 994,091 Adjusted operating profit (loss) from continuing operations (5,098 ) 36,949 6,711 9,973 (3,758 ) (24,013 ) (209 ) 20,555 Total assets as of August 31, 2017* 234,350 933,022 683,609 462,190 351,716 677,691 (394,006 ) 2,948,572 _________________ * Excludes total assets from discontinued operations of $17.6 million at November 30, 2017 and $26.6 million at August 31, 2017 . |
Reconciliations of earnings from continuing operations to adjusted operating profit | Reconciliations of earnings from continuing operations to adjusted operating profit from continuing operations are provided below: Three Months Ended November 30, (in thousands) 2017 2016 Earnings from continuing operations $ 38,536 $ 4,936 Income taxes 11,778 2,100 Interest expense 6,525 13,292 Discounts on sales of accounts receivable 258 227 Adjusted operating profit from continuing operations $ 57,097 $ 20,555 |
CHANGES IN BUSINESS (Financial
CHANGES IN BUSINESS (Financial Information for Discontinued Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net sales | $ 124 | $ 80,948 |
Earnings (loss) before income taxes | (1,898) | 1,873 |
CMC Cometals | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net sales | 124 | 80,972 |
Cost of goods sold | 29 | 72,794 |
Selling, general and administrative expenses | 1,281 | 5,382 |
Interest expense | 0 | 6 |
Earnings (loss) before income taxes | (1,186) | 2,790 |
Income taxes (benefit) | (172) | 553 |
Earnings (loss) from discontinued operations | $ (1,014) | $ 2,237 |
ACCUMULATED OTHER COMPREHENSI36
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI by Components) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | $ (81,513) | $ (112,914) |
Other comprehensive income before reclassifications | 2,848 | (21,389) |
Amounts reclassified from AOCI | 519 | (248) |
Income taxes | (196) | 39 |
Other comprehensive income (loss) | 3,171 | (21,598) |
Ending balance | (78,342) | (134,512) |
Foreign Currency Translation | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | (80,778) | (112,255) |
Other comprehensive income before reclassifications | 2,835 | (21,531) |
Amounts reclassified from AOCI | 0 | 0 |
Income taxes | 0 | 0 |
Other comprehensive income (loss) | 2,835 | (21,531) |
Ending balance | (77,943) | (133,786) |
Unrealized Gain (Loss) on Derivatives | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | 1,587 | 2,186 |
Other comprehensive income before reclassifications | 13 | 142 |
Amounts reclassified from AOCI | (146) | (237) |
Income taxes | 38 | 37 |
Other comprehensive income (loss) | (95) | (58) |
Ending balance | 1,492 | 2,128 |
Defined Benefit Obligation | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balance | (2,322) | (2,845) |
Other comprehensive income before reclassifications | 0 | 0 |
Amounts reclassified from AOCI | 665 | (11) |
Income taxes | (234) | 2 |
Other comprehensive income (loss) | 431 | (9) |
Ending balance | $ (1,891) | $ (2,854) |
SALES OF ACCOUNTS RECEIVABLE (N
SALES OF ACCOUNTS RECEIVABLE (Narrative) (Details) $ in Thousands, PLN in Millions | Jul. 29, 2016USD ($) | Nov. 30, 2017PLNfinancial_institution | Nov. 30, 2017USD ($)financial_institution | Nov. 30, 2016USD ($) | Aug. 31, 2017USD ($) |
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||
Cash proceeds from sales of accounts receivable programs | $ 1,400 | $ 170,500 | |||
Cash payments to the owners of accounts receivable | 91,400 | 178,700 | |||
Discounts on sales of accounts receivable | $ 258 | 227 | |||
Discounts on sales of accounts receivable, including discontinued operations | $ 200 | ||||
U.S. | |||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||
Current advance limit for accounts receivable sold | $ 200,000 | ||||
Number of financial institutions | financial_institution | 2 | 2 | |||
Maximum advance limit for accounts receivable sold | $ 300,000 | ||||
Trade accounts receivable sold | 222,500 | $ 226,900 | |||
Advance payment received on sale of trade account receivable | 0 | 90,000 | |||
Polish program | |||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||
Current advance limit for accounts receivable sold | PLN 220 | 62,300 | |||
Trade accounts receivable sold | 72,300 | 79,500 | |||
Advance payment received on sale of trade account receivable | $ 0 | $ 0 | |||
Advances, maximum percentage of eligible receivables | 90.00% | 90.00% |
SALES OF ACCOUNTS RECEIVABLE (A
SALES OF ACCOUNTS RECEIVABLE (Activity of Deferred Purchase Price Receivables) (Details) - USD ($) | 3 Months Ended | |||
Nov. 30, 2017 | Nov. 30, 2016 | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for Which Transfer is Accounted as Sale [Roll Forward] | ||||
Beginning balance | $ 706,595,000 | |||
Ending balance | 772,588,000 | |||
Deferred purchase price receivables | ||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for Which Transfer is Accounted as Sale [Roll Forward] | ||||
Beginning balance | 215,123,000 | $ 289,748,000 | ||
Transfers of accounts receivable | 656,642,000 | 556,964,000 | ||
Collections | (578,389,000) | (551,274,000) | ||
Exit from programs | (33,917,000) | |||
Ending balance | 293,376,000 | 261,521,000 | ||
UNITED STATES | Deferred purchase price receivables | ||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for Which Transfer is Accounted as Sale [Roll Forward] | ||||
Beginning balance | 135,623,000 | 212,762,000 | [1] | |
Transfers of accounts receivable | 535,893,000 | 470,145,000 | [1] | |
Collections | (450,482,000) | (467,190,000) | [1] | |
Exit from programs | [1] | 0 | ||
Ending balance | 221,034,000 | 215,717,000 | [1] | |
UNITED STATES | Businesses Sold or Held for Sale | ||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for Which Transfer is Accounted as Sale [Roll Forward] | ||||
Transfers of accounts receivable | 33,900,000 | |||
Collections | (39,500,000) | |||
AUSTRALIA | Deferred purchase price receivables | ||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for Which Transfer is Accounted as Sale [Roll Forward] | ||||
Beginning balance | [2] | 26,662,000 | ||
Transfers of accounts receivable | [2] | 16,914,000 | ||
Collections | [2] | (9,659,000) | ||
Exit from programs | [2] | (33,917,000) | ||
Ending balance | [2] | 0 | ||
AUSTRALIA | Businesses Sold or Held for Sale | ||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for Which Transfer is Accounted as Sale [Roll Forward] | ||||
Transfers of accounts receivable | 0 | |||
Collections | (3,700,000) | |||
Exit from programs | 1,600,000 | |||
POLAND | Deferred purchase price receivables | ||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for Which Transfer is Accounted as Sale [Roll Forward] | ||||
Beginning balance | 79,500,000 | 50,324,000 | ||
Transfers of accounts receivable | 120,749,000 | 69,905,000 | ||
Collections | (127,907,000) | (74,425,000) | ||
Exit from programs | 0 | |||
Ending balance | $ 72,342,000 | $ 45,804,000 | ||
[1] | Includes the sale of trade accounts receivable activities related to the CMC Cometals discontinued operation. See Note 2, Changes in Business, for further discussion. For the three months ended November 30, 2016, there were transfers of trade accounts receivable of $33.9 million and collections were $39.5 million. | |||
[2] | Includes the sale of trade accounts receivable activities related to the Australian steel distribution business discontinued operation. For the three months ended November 30, 2016, there were no transfers of trade accounts receivable, collections were $3.7 million and redemptions of trade accounts receivable associated with the exit from the program were $1.6 million. |
INVENTORIES, NET (Narrative) (D
INVENTORIES, NET (Narrative) (Details) - USD ($) $ in Millions | Nov. 30, 2017 | Aug. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 131.3 | $ 116.8 |
GOODWILL AND OTHER INTANGIBLE40
GOODWILL AND OTHER INTANGIBLE ASSETS (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Aug. 31, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amounts of the intangible assets subject to amortization | $ 21.7 | $ 19.7 | |
Amortization expense for intangible assets | 0.5 | $ 0.3 | |
Patents | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Patents acquired | $ 7 | ||
Useful life of patents acquired | 7 years 6 months |
GOODWILL AND OTHER INTANGIBLE41
GOODWILL AND OTHER INTANGIBLE ASSETS (Changes in the Carrying Amount of Goodwill) (Details) $ in Thousands | 3 Months Ended |
Nov. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Balance at August 31, 2017 | $ 77,310 |
Foreign currency translation | 27 |
Balance at November 30, 2017 | 77,337 |
Foreign currency translation | (12,395) |
Foreign currency translation | (2) |
Accumulated impairment losses | (12,397) |
Balance at August 31, 2017 | 64,915 |
Foreign currency translation | 25 |
Balance at November 30, 2017 | 64,940 |
Americas Recycling | |
Goodwill [Roll Forward] | |
Balance at August 31, 2017 | 9,751 |
Foreign currency translation | 0 |
Balance at November 30, 2017 | 9,751 |
Foreign currency translation | (9,751) |
Foreign currency translation | 0 |
Accumulated impairment losses | (9,751) |
Balance at August 31, 2017 | 0 |
Foreign currency translation | 0 |
Balance at November 30, 2017 | 0 |
Americas Mills | |
Goodwill [Roll Forward] | |
Balance at August 31, 2017 | 4,970 |
Foreign currency translation | 0 |
Balance at November 30, 2017 | 4,970 |
Foreign currency translation | 0 |
Foreign currency translation | 0 |
Accumulated impairment losses | 0 |
Balance at August 31, 2017 | 4,970 |
Foreign currency translation | 0 |
Balance at November 30, 2017 | 4,970 |
Americas Fabrication | |
Goodwill [Roll Forward] | |
Balance at August 31, 2017 | 57,943 |
Foreign currency translation | 0 |
Balance at November 30, 2017 | 57,943 |
Foreign currency translation | (493) |
Foreign currency translation | 0 |
Accumulated impairment losses | (493) |
Balance at August 31, 2017 | 57,450 |
Foreign currency translation | 0 |
Balance at November 30, 2017 | 57,450 |
International Mill | |
Goodwill [Roll Forward] | |
Balance at August 31, 2017 | 2,664 |
Foreign currency translation | 27 |
Balance at November 30, 2017 | 2,691 |
Foreign currency translation | (169) |
Foreign currency translation | (2) |
Accumulated impairment losses | (171) |
Balance at August 31, 2017 | 2,495 |
Foreign currency translation | 25 |
Balance at November 30, 2017 | 2,520 |
International Marketing and Distribution | |
Goodwill [Roll Forward] | |
Balance at August 31, 2017 | 1,982 |
Foreign currency translation | 0 |
Balance at November 30, 2017 | 1,982 |
Foreign currency translation | (1,982) |
Foreign currency translation | 0 |
Accumulated impairment losses | (1,982) |
Balance at August 31, 2017 | 0 |
Foreign currency translation | 0 |
Balance at November 30, 2017 | $ 0 |
CREDIT ARRANGEMENTS (Long-term
CREDIT ARRANGEMENTS (Long-term Debt, Including the Deferred Gain from the Termination of the Interest Rate Swaps) (Details) - USD ($) | Nov. 30, 2017 | Aug. 31, 2017 | Jul. 31, 2017 | May 31, 2013 |
Debt Instrument [Line Items] | ||||
Total debt | $ 832,133,000 | $ 832,077,000 | ||
Less: Debt issuance costs | 7,102,000 | 7,315,000 | ||
Total amounts outstanding | 825,031,000 | 824,762,000 | ||
Less: Current maturities of long-term debt | 21,246,000 | 19,182,000 | ||
Long-term debt | $ 803,785,000 | 805,580,000 | ||
2027 Notes | ||||
Debt Instrument [Line Items] | ||||
Weighted average interest rate | 5.375% | 5.375% | ||
Debt instrument, face amount | $ 300,000,000 | 300,000,000 | $ 300,000,000 | |
2023 Notes | ||||
Debt Instrument [Line Items] | ||||
Weighted average interest rate | 4.875% | |||
Debt instrument, face amount | $ 330,000,000 | |||
Total debt | $ 330,000,000 | 330,000,000 | ||
Other, including equipment notes | ||||
Debt Instrument [Line Items] | ||||
Total debt | 52,133,000 | 52,077,000 | ||
Revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Maximum principal amount | $ 750,000,000 | |||
Revolving credit facility | Term Loan (Due 2022) | ||||
Debt Instrument [Line Items] | ||||
Weighted average interest rate | 2.83% | |||
Maximum principal amount | $ 150,000,000 | $ 150,000,000 |
CREDIT ARRANGEMENTS (Narrative)
CREDIT ARRANGEMENTS (Narrative) (Details) | 3 Months Ended | |||||||
Nov. 30, 2017USD ($) | Nov. 30, 2016USD ($) | Nov. 30, 2017PLN | Nov. 30, 2017USD ($) | Aug. 31, 2017PLN | Aug. 31, 2017USD ($) | Jul. 31, 2017USD ($) | May 31, 2013USD ($) | |
Debt Instrument [Line Items] | ||||||||
Interest capitalized | $ 3,800,000 | $ 1,600,000 | ||||||
Interest paid | 9,400,000 | 8,400,000 | ||||||
CMCP | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility current borrowing capacity | PLN 225,000,000 | $ 63,700,000 | PLN 175,000,000 | $ 49,100,000 | ||||
Stand by letters of credit outstanding amount | 1,600,000 | 1,300,000 | ||||||
Revolving credit facility, amount drawn | 0 | 0 | ||||||
Total borrowing | 0 | 0 | ||||||
Total payments | $ 0 | $ 0 | ||||||
2027 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 300,000,000 | 300,000,000 | $ 300,000,000 | |||||
Weighted average interest rate | 5.375% | 5.375% | 5.375% | |||||
2023 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 330,000,000 | |||||||
Weighted average interest rate | 4.875% | 4.875% | ||||||
Debt instrument, interest rate, stated percentage | 4.875% | |||||||
Debt instrument, maturity date | May 15, 2023 | |||||||
Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility current borrowing capacity | $ 350,000,000 | |||||||
Revolving credit facility, maximum borrowing capacity | 750,000,000 | |||||||
Revolving credit facility, amount drawn | $ 0 | 0 | ||||||
Minimum interest coverage ratio | 2.50 | |||||||
Maximum debt to capitalization ratio | 0.60 | |||||||
Actual interest coverage ratio | 7.06 | 7.06 | ||||||
Actual debt to capitalization ratio | 0.37 | 0.37 | ||||||
Revolving credit facility | Term Loan (Due 2022) | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, maximum borrowing capacity | $ 150,000,000 | 150,000,000 | ||||||
Periodic payments, as percent of original principal amount | 1.25% | |||||||
Weighted average interest rate | 2.83% | 2.83% | ||||||
Stand-by letters of credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility current borrowing capacity | $ 50,000,000 | |||||||
Stand by letters of credit outstanding amount | $ 3,300,000 | $ 3,000,000 |
DERIVATIVES AND RISK MANAGEME44
DERIVATIVES AND RISK MANAGEMENT (Narrative) (Details) - USD ($) $ in Millions | Nov. 30, 2017 | Nov. 30, 2016 |
Foreign exchange | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 289.5 | $ 265.8 |
Commodity | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 56.7 | $ 31.2 |
DERIVATIVES AND RISK MANAGEME45
DERIVATIVES AND RISK MANAGEMENT (Commodity Contract Commitments) (Details) | 3 Months Ended |
Nov. 30, 2017t | |
Aluminum | Long | |
Derivative [Line Items] | |
Commodity contract commitments | 3,475 |
Aluminum | Short | |
Derivative [Line Items] | |
Commodity contract commitments | 900 |
Copper | Long | |
Derivative [Line Items] | |
Commodity contract commitments | 714 |
Copper | Short | |
Derivative [Line Items] | |
Commodity contract commitments | 6,214 |
DERIVATIVES AND RISK MANAGEME46
DERIVATIVES AND RISK MANAGEMENT (Derivatives Not Designated as Hedging Instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) before income taxes for derivatives not designated as hedges | $ 2,936 | $ (588) |
Commodity | Cost of goods sold | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) before income taxes for derivatives not designated as hedges | 575 | (4,629) |
Foreign exchange | Cost of goods sold | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) before income taxes for derivatives not designated as hedges | (19) | (8) |
Foreign exchange | SG&A expenses | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) before income taxes for derivatives not designated as hedges | $ 2,380 | $ 4,049 |
DERIVATIVES AND RISK MANAGEME47
DERIVATIVES AND RISK MANAGEMENT (Derivatives and Hedged Items Designated as Fair Value Hedging Instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) before income taxes for fair value hedges | $ 3,111 | $ 1,064 |
Gain (loss) before income taxes for hedged items of fair value hedges | (3,111) | (1,064) |
Foreign exchange | Net sales | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) before income taxes for fair value hedges | (237) | (22) |
Gain (loss) before income taxes for hedged items of fair value hedges | 237 | 22 |
Foreign exchange | Cost of goods sold | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) before income taxes for fair value hedges | 3,348 | 1,086 |
Gain (loss) before income taxes for hedged items of fair value hedges | $ (3,348) | $ (1,086) |
DERIVATIVES AND RISK MANAGEME48
DERIVATIVES AND RISK MANAGEMENT (Effective Portion of Derivatives Designated as Cash Flow Hedging Instruments Recognized in Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain, net of income taxes | $ 11 | $ 132 |
Commodity | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain, net of income taxes | 0 | 99 |
Foreign exchange | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain, net of income taxes | $ 11 | $ 33 |
DERIVATIVES AND RISK MANAGEME49
DERIVATIVES AND RISK MANAGEMENT (Derivative Assets) (Details) - USD ($) $ in Thousands | Nov. 30, 2017 | Aug. 31, 2017 | |
Derivatives, Fair Value [Line Items] | |||
Derivative assets (other current assets) | [1] | $ 4,720 | $ 2,134 |
Commodity | Not designated | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets (other current assets) | 780 | 767 | |
Foreign exchange | Designated | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets (other current assets) | 1,785 | 81 | |
Foreign exchange | Not designated | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets (other current assets) | $ 2,155 | $ 1,286 | |
[1] | Derivative assets and liabilities do not include the hedged items designated as fair value hedges. |
DERIVATIVES AND RISK MANAGEME50
DERIVATIVES AND RISK MANAGEMENT (Derivative Liabilities) (Details) - USD ($) $ in Thousands | Nov. 30, 2017 | Aug. 31, 2017 | |
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities (accrued expenses and other payables) | [1] | $ 2,047 | $ 8,510 |
Commodity | Not designated | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities (accrued expenses and other payables) | 499 | 3,251 | |
Foreign exchange | Designated | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities (accrued expenses and other payables) | 197 | 1,549 | |
Foreign exchange | Not designated | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities (accrued expenses and other payables) | $ 1,351 | $ 3,710 | |
[1] | Derivative assets and liabilities do not include the hedged items designated as fair value hedges. |
FAIR VALUE (Narrative) (Details
FAIR VALUE (Narrative) (Details) | 3 Months Ended |
Nov. 30, 2017levels | |
Fair Value Disclosures [Abstract] | |
Number of fair value hierarchy | 3 |
FAIR VALUE (Financial Assets an
FAIR VALUE (Financial Assets and Financial Liabilities Measured at Fair Value on Recurring Basis) (Details) - Fair value, measurements, recurring - USD ($) $ in Thousands | Nov. 30, 2017 | Aug. 31, 2017 | |
Money market investments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market investments | [1] | $ 75,593 | $ 43,553 |
Commodity | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | [2] | 780 | 767 |
Derivative liabilities | [2] | 499 | 3,251 |
Foreign exchange | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | [2] | 3,940 | 1,367 |
Derivative liabilities | [2] | 1,548 | 5,259 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market investments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market investments | [1] | 75,593 | 43,553 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commodity | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | [2] | 780 | 767 |
Derivative liabilities | [2] | 499 | 3,251 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign exchange | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | [2] | 0 | 0 |
Derivative liabilities | [2] | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Money market investments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market investments | [1] | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Commodity | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | [2] | 0 | 0 |
Derivative liabilities | [2] | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Foreign exchange | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | [2] | 3,940 | 1,367 |
Derivative liabilities | [2] | 1,548 | 5,259 |
Significant Unobservable Inputs (Level 3) | Money market investments | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market investments | [1] | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commodity | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | [2] | 0 | 0 |
Derivative liabilities | [2] | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Foreign exchange | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative assets | [2] | 0 | 0 |
Derivative liabilities | [2] | $ 0 | $ 0 |
[1] | Investment deposit accounts are short-term in nature, and the value is determined by principal plus interest. The investment portfolio mix can change each period based on the Company's assessment of investment options. | ||
[2] | Derivative assets and liabilities classified as Level 1 are commodity futures contracts valued based on quoted market prices in the London Metal Exchange or New York Mercantile Exchange. Amounts in Level 2 are based on broker quotes in the over-the-counter market. Further discussion regarding the Company's use of derivative instruments and the classification of the assets and liabilities is included in Note 8, Derivatives and Risk Management. |
FAIR VALUE (Financial Assets 53
FAIR VALUE (Financial Assets and Liabilities Not Required to Be Measured at Fair Value) (Details) - USD ($) $ in Thousands | Nov. 30, 2017 | Aug. 31, 2017 | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Financial liabilities | $ 832,133 | $ 832,077 | |
2027 Notes | Level 2 | Carrying Value | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Financial liabilities | [1] | 300,000 | 300,000 |
2027 Notes | Level 2 | Fair Value | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Financial liabilities | [1] | 307,431 | 314,286 |
2023 Notes | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Financial liabilities | 330,000 | 330,000 | |
2023 Notes | Level 2 | Carrying Value | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Financial liabilities | [1] | 330,000 | 330,000 |
2023 Notes | Level 2 | Fair Value | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Financial liabilities | [1] | 339,824 | 340,052 |
Revolving credit facility | Term Loan (Due 2022) | Level 2 | Carrying Value | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Financial liabilities | [2] | 150,000 | 150,000 |
Revolving credit facility | Term Loan (Due 2022) | Level 2 | Fair Value | |||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |||
Financial liabilities | [2] | $ 150,000 | $ 150,000 |
[1] | The fair value of the notes is determined based on indicated market values. | ||
[2] | The Term Loan contains variable interest rates and its carrying value approximates fair value. |
INCOME TAX (Narrative) (Details
INCOME TAX (Narrative) (Details) - USD ($) $ in Millions | Jan. 01, 2018 | Nov. 30, 2017 | Nov. 30, 2016 |
Operating Loss Carryforwards [Line Items] | |||
Effective income tax rate from continuing operations | 23.40% | 29.80% | |
Statutory income tax rate | 35.00% | 35.00% | |
Document Fiscal Year Focus | 2,018 | ||
Net income tax payments | $ 4.3 | $ 1.8 | |
Unrecognized income tax benefits | 9.3 | ||
Possible unrecognized income tax benefits decrease during the next twelve months | 9.3 | ||
Unrecognized income tax benefits that would reduce provisions for income taxes | $ 9.3 | ||
Poland | |||
Operating Loss Carryforwards [Line Items] | |||
Statutory income tax rate | 19.00% | ||
Subsequent Event | |||
Operating Loss Carryforwards [Line Items] | |||
Statutory income tax rate | 21.00% | ||
Bonus depreciation for certain capital expenditures (percent) | 100.00% |
STOCK-BASED COMPENSATION PLAN55
STOCK-BASED COMPENSATION PLANS (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expenses from stock modification and increase in value | $ 3,900 | |
Stock-based compensation expense | $ 4,780 | $ 8,245 |
Equity method awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted | 1,167,000 | 869,000 |
Weighted average grant-date fair value | $ 20.55 | $ 15.77 |
Liability method awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted | 317,000 | 873,000 |
Equivalent shares outstanding | 780,567 | |
Equivalent shares expected to vest | 700,000 | |
Fiscal 2018 | Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period in years | 3 years | |
Fiscal 2018 | Cliff vesting restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period in years | 3 years | |
Fiscal 2018 | Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period in years | 3 years |
STOCKHOLDERS_ EQUITY AND EARN56
STOCKHOLDERS’ EQUITY AND EARNINGS PER SHARE ATTRIBUTABLE TO CMC (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2014 | |
Earnings Per Share [Abstract] | |||
Stock repurchase program, authorized amount | $ 100,000,000 | ||
Stock repurchase program, shares purchased (shares) | 0 | 0 | |
Stock repurchase program, remaining authorized repurchase amount | $ 27,600,000 |
STOCKHOLDERS_ EQUITY AND EARN57
STOCKHOLDERS’ EQUITY AND EARNINGS PER SHARE ATTRIBUTABLE TO CMC (Calculations of the Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Earnings Per Share [Abstract] | ||
Earnings from continuing operations | $ 38,536 | $ 4,936 |
Basic earnings per share: | ||
Shares outstanding for basic earnings per share (shares) | 116,243,545 | 115,097,467 |
Basic earnings per share attributable to CMC: (in USD per share) | $ 0.33 | $ 0.04 |
Diluted earnings per share: | ||
Shares outstanding for basic earnings per share (shares) | 116,243,545 | 115,097,467 |
Effect of dilutive securities: | ||
Stock-based incentive/purchase plans (shares) | 1,614,366 | 1,507,322 |
Shares outstanding for diluted earnings per share (shares) | 117,857,911 | 116,604,789 |
Diluted earnings per share attributable to CMC: (in USD per share) | $ 0.32 | $ 0.04 |
Anti-dilutive shares not included above (shares) | 0 | 130,989 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) $ in Millions | Dec. 01, 2017 | Nov. 30, 2017 | Aug. 31, 2017 |
Loss Contingencies [Line Items] | |||
Accrual for environmental loss contingencies | $ 4.3 | $ 0 | |
Accrued environmental loss contingencies, noncurrent | 2.1 | 2.1 | |
CERCLA sites | |||
Loss Contingencies [Line Items] | |||
Accrual for environmental loss contingencies | $ 0.7 | $ 0.7 | |
Subsequent Event | |||
Loss Contingencies [Line Items] | |||
Litigation settlement amount | $ 1.1 |
BUSINESS SEGMENTS (Narrative) (
BUSINESS SEGMENTS (Narrative) (Details) | 3 Months Ended |
Nov. 30, 2017segments | |
Segment Reporting [Abstract] | |
Number of operating segments | 5 |
BUSINESS SEGMENTS (Summary of C
BUSINESS SEGMENTS (Summary of Certain Financial Information from Continuing Operations by Reportable Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Nov. 30, 2017 | Nov. 30, 2016 | Aug. 31, 2017 | ||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 1,238,519 | $ 994,091 | ||
Adjusted operating profit (loss) from continuing operations | 57,097 | 20,555 | ||
Total assets | 2,898,576 | $ 2,975,131 | ||
Continuing Operations | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,238,519 | 994,091 | ||
Adjusted operating profit (loss) from continuing operations | 20,555 | |||
Total assets | [1] | 2,880,981 | 2,948,572 | |
Americas Recycling | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 274,330 | 154,362 | ||
Adjusted operating profit (loss) from continuing operations | 9,928 | (5,098) | ||
Total assets | [1] | 284,905 | 234,350 | |
Americas Mills | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 246,733 | 203,331 | ||
Adjusted operating profit (loss) from continuing operations | 40,764 | 36,949 | ||
Total assets | [1] | 1,008,618 | 933,022 | |
Americas Fabrication | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 330,552 | 335,277 | ||
Adjusted operating profit (loss) from continuing operations | (4,782) | 6,711 | ||
Total assets | [1] | 671,457 | 683,609 | |
International Mill | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 220,200 | 134,190 | ||
Adjusted operating profit (loss) from continuing operations | 23,393 | 9,973 | ||
Total assets | [1] | 461,021 | 462,190 | |
International Marketing and Distribution | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 162,506 | 165,181 | ||
Adjusted operating profit (loss) from continuing operations | 10,531 | (3,758) | ||
Total assets | [1] | 302,051 | 351,716 | |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 4,198 | 1,750 | ||
Adjusted operating profit (loss) from continuing operations | (21,168) | (24,013) | ||
Total assets | [1] | 661,769 | 677,691 | |
Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0 | 0 | ||
Adjusted operating profit (loss) from continuing operations | (1,569) | (209) | ||
Total assets | [1] | (508,840) | (394,006) | |
Intersegment | Continuing Operations | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0 | 0 | ||
Intersegment | Americas Recycling | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 45,004 | 22,346 | ||
Intersegment | Americas Mills | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 166,785 | 143,834 | ||
Intersegment | Americas Fabrication | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 2,227 | 3,123 | ||
Intersegment | International Mill | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 267 | 211 | ||
Intersegment | International Marketing and Distribution | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 792 | 1,656 | ||
Intersegment | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0 | 0 | ||
Intersegment | Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (215,075) | (171,170) | ||
Segments | Continuing Operations | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,238,519 | 994,091 | ||
Adjusted operating profit (loss) from continuing operations | 57,097 | |||
Segments | Americas Recycling | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 319,334 | 176,708 | ||
Segments | Americas Mills | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 413,518 | 347,165 | ||
Segments | Americas Fabrication | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 332,779 | 338,400 | ||
Segments | International Mill | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 220,467 | 134,401 | ||
Segments | International Marketing and Distribution | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 163,298 | 166,837 | ||
Segments | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 4,198 | 1,750 | ||
Segments | Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (215,075) | $ (171,170) | ||
Discontinued operations | ||||
Segment Reporting Information [Line Items] | ||||
Assets from discontinued operations | $ 17,600 | $ 26,600 | ||
[1] | Excludes total assets from discontinued operations of $17.6 million at November 30, 2017 and $26.6 million at August 31, 2017. |
BUSINESS SEGMENTS (Reconciliati
BUSINESS SEGMENTS (Reconciliations of Earnings from Continuing Operations to Adjusted Operating Profit) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Segment Reporting [Abstract] | ||
Earnings from continuing operations | $ 38,536 | $ 4,936 |
Income taxes | 11,778 | 2,100 |
Interest expense | 6,525 | 13,292 |
Discounts on sales of accounts receivable | 258 | 227 |
Adjusted operating profit from continuing operations | $ 57,097 | $ 20,555 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) t in Millions | Jan. 02, 2018USD ($)fabrication_facilityt | Nov. 30, 2017USD ($) | Aug. 31, 2017USD ($) |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Annual melt capacity | t | 7.2 | ||
U.S. Rebar Steel Mill and Fabrication Assets | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Cash purchase price of acquisition | $ 600,000,000 | ||
Number of rebar fabrication facilities | fabrication_facility | 33 | ||
Annual melt capacity | t | 2.7 | ||
Revolving credit facility | |||
Subsequent Event [Line Items] | |||
Increase in credit facility for incremental term loans | $ 750,000,000 | ||
Term Loan | Revolving credit facility | |||
Subsequent Event [Line Items] | |||
Increase in credit facility for incremental term loans | $ 150,000,000 | $ 150,000,000 | |
Term Loan | Revolving credit facility | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Increase in credit facility for incremental term loans | $ 600,000,000 | ||
Commitment for Senior Secured Term Loan B Facility | Term Loan | Revolving credit facility | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Increase in credit facility for incremental term loans | $ 600,000,000 |