Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Nov. 30, 2013 | Jan. 06, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Nov-13 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'MASC | ' |
Entity Registrant Name | 'MATERIAL SCIENCES CORP | ' |
Entity Central Index Key | '0000755003 | ' |
Current Fiscal Year End Date | '--02-28 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 10,328,012 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 |
Net Sales | $30,509 | $30,387 | $86,782 | $95,148 |
Cost of Sales | 24,432 | 23,149 | 68,617 | 72,802 |
Gross Profit | 6,077 | 7,238 | 18,165 | 22,346 |
Selling, General and Administrative Expenses | 4,460 | 4,949 | 13,937 | 15,392 |
Gain on Sale of Assets | ' | ' | ' | 3,216 |
Income from Operations | 1,617 | 2,289 | 4,228 | 10,170 |
Other Income, Net: | ' | ' | ' | ' |
Interest Income, Net | 12 | 4 | 35 | 10 |
Equity in Results of Joint Venture | -2 | 89 | 114 | 204 |
Rental Income | 64 | 6 | 157 | 635 |
Other, Net | -3 | 8 | 44 | -26 |
Total Other Income, Net | 71 | 107 | 350 | 823 |
Income from Operations Before Provision for Income Taxes | 1,688 | 2,396 | 4,578 | 10,993 |
Provision for Income Taxes | 619 | 225 | 1,126 | 3,351 |
Net Income | $1,069 | $2,171 | $3,452 | $7,642 |
Basic Net Income Per Share | $0.10 | $0.21 | $0.34 | $0.74 |
Diluted Net Income Per Share | $0.10 | $0.21 | $0.33 | $0.73 |
Weighted Average Number of Common Shares Outstanding Used for Basic Net Income Per Share | 10,271 | 10,213 | 10,253 | 10,334 |
Dilutive Shares | 159 | 134 | 159 | 123 |
Weighted Average Number of Common Shares Outstanding Plus Dilutive Shares | 10,430 | 10,347 | 10,412 | 10,457 |
Outstanding Common Stock Options Having No Dilutive Effect | 304 | 207 | 292 | 416 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 |
Net Income | $1,069 | $2,171 | $3,452 | $7,642 |
Other Comprehensive Income: | ' | ' | ' | ' |
Foreign Currency Translation | 123 | 322 | -64 | -714 |
Pension/Postretirement Adjustments, Net of Benefit for Income Taxes of $50, $72, $199 and $215, Respectively | 81 | 116 | 322 | 348 |
Comprehensive Income | $1,273 | $2,609 | $3,710 | $7,276 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 |
Pension/Postretirement Adjustments, Income Taxes | $50 | $72 | $199 | $215 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Nov. 30, 2013 | Feb. 28, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and Cash Equivalents | $38,336 | $37,508 |
Restricted Cash | 1,123 | ' |
Receivables, Less Reserves and Allowances of $817 and $489, Respectively | 20,871 | 17,675 |
Income Taxes Receivable | 377 | 1,392 |
Prepaid Expenses | 823 | 554 |
Inventories | 22,654 | 24,944 |
Short Term Deferred Tax Assets | 5,516 | 4,191 |
Total Current Assets | 89,700 | 86,264 |
Property, Plant and Equipment | 124,508 | 120,586 |
Accumulated Depreciation | -94,415 | -91,426 |
Net Property, Plant and Equipment | 30,093 | 29,160 |
Other Assets: | ' | ' |
Investment in Joint Venture | 2,328 | 2,394 |
Long Term Deferred Tax Assets | 5,984 | 9,147 |
Other | 320 | 141 |
Total Other Assets | 8,632 | 11,682 |
Total Assets | 128,425 | 127,106 |
Current Liabilities: | ' | ' |
Accounts Payable | 12,660 | 11,061 |
Accrued Payroll Related Expenses | 2,561 | 2,594 |
Accrued Expenses | 4,836 | 5,799 |
Total Current Liabilities | 20,057 | 19,454 |
Long-Term Liabilities: | ' | ' |
Pension and Postretirement Liabilities | 4,716 | 7,344 |
Long-Term incentives | 1,333 | 2,652 |
Other | 2,588 | 2,720 |
Total Long-Term Liabilities | 8,637 | 12,716 |
Commitments and Contingencies | ' | ' |
Shareowners' Equity: | ' | ' |
Preferred Stock | ' | ' |
Common Stock | 383 | 381 |
Additional Paid-In Capital | 82,171 | 81,089 |
Treasury Stock at Cost | -76,756 | -76,756 |
Retained Earnings | 96,499 | 93,046 |
Accumulated Other Comprehensive Income (Loss) | -2,566 | -2,824 |
Total Shareowners' Equity | 99,731 | 94,936 |
Total Liabilities and Equity | $128,425 | $127,106 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Nov. 30, 2013 | Feb. 28, 2013 |
In Thousands, unless otherwise specified | ||
Receivables, Reserves and Allowances | $817 | $489 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 |
Cash Flows From: Operating Activities: | ' | ' |
Net Income | $3,452 | $7,642 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | ' | ' |
Depreciation, Amortization and Accretion | 2,924 | 3,546 |
Equity in Results of Joint Venture | -114 | -204 |
Deferred Income Taxes | 1,680 | 3,462 |
Gain on Sales of Assets | ' | -3,216 |
Compensatory Effect of Stock Plans | 628 | 460 |
Changes in Assets and Liabilities: | ' | ' |
Receivables | -3,115 | -391 |
Income Taxes Receivable | 1,091 | -1,341 |
Prepaid Expenses | -266 | -112 |
Inventories | 2,364 | -3,254 |
Accounts Payable | 2,448 | -273 |
Accrued Expenses | -1,085 | -90 |
Pension and Postretirement Liabilities | -2,628 | -1,299 |
Other, Net | -920 | -406 |
Net Cash Provided by Operating Activities | 6,459 | 4,524 |
Investing Activities: | ' | ' |
Capital Expenditures | -4,615 | -3,465 |
Investment in Research Entity | -210 | ' |
Proceeds from Sale of Assets | ' | 9,180 |
Net Cash Provided by (Used In) Investing Activities | -4,825 | 5,715 |
Financing Activities: | ' | ' |
Purchases of Treasury Stock | ' | -2,333 |
Restricted Cash | -1,123 | ' |
Issuance of Common Stock | 455 | 4 |
Net Cash Used in Financing Activities | -668 | -2,329 |
Effect of Exchange Rate Changes on Cash | -138 | -17 |
Net Increase (Decrease) in Cash and Cash Equivalents | 828 | 7,893 |
Cash and Cash Equivalents at Beginning of Period | 37,508 | 28,201 |
Cash and Cash Equivalents at End of Period | 38,336 | 36,094 |
Non-Cash Transactions: | ' | ' |
Capital Expenditures in Accounts Payable at End of Period | 303 | 797 |
Supplemental Cash Flow Disclosures: | ' | ' |
Interest Paid | 12 | 24 |
Income Taxes Paid (Refunded), Net | ($1,413) | $1,818 |
Basis_of_Accounting
Basis of Accounting | 9 Months Ended |
Nov. 30, 2013 | |
Basis of Accounting | ' |
The financial information as of November 30, 2013, and for the three and nine months ended November 30, 2013 and 2012, has not been audited by our independent registered public accounting firm. In the opinion of Material Sciences Corporation and Subsidiaries (the “Company,” “we,” “our,” “us” or “MSC”), the information reflects all adjustments (consisting of only normal, recurring adjustments) necessary for a fair presentation of the information at that date and for those periods. The financial information contained in this report should be read in conjunction with the Company’s Annual Report on Form 10-K (“Form 10-K”) filed with the Securities and Exchange Commission on May 6, 2013, for the fiscal year ended February 28, 2013. A reclassification has been made to the prior years’ consolidated financial statements to conform to the 2014 presentation—“Pension and Postretirement Liabilities” was reclassified from “Other, Net” on the Condensed Consolidated Statements of Cash Flows. A reclassification has been made to the current years’ consolidated financial statements—“Restricted Cash” was reclassified from “Investing Activities” to “Financing Activities” on the Condensed Consolidated Statements of Cash Flows. This reclassification did not affect the prior years’ consolidated financial statements. | |
On January 8, 2014, the Company entered into an Agreement and Plan of Merger with Zink Acquisition Holdings Inc. (“Parent”) and Zink Acquisition Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of Parent (the “Merger Agreement”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). Upon the Merger becoming effective, the Company will become a wholly-owned subsidiary of Parent and each share of our common stock issued and outstanding immediately prior to the effective time of the Merger, other than shares held by the Company, Parent or Merger Sub or by stockholders who have validly exercised their appraisal rights under the Delaware General Corporation Law, will be converted, on the terms and subject to the conditions set forth in the Merger Agreement, into the right to receive $12.75 in cash without interest and less applicable withholding taxes. See Note 17 for a further discussion regarding the terms of the Merger Agreement. |
Joint_Venture
Joint Venture | 9 Months Ended | |
Nov. 30, 2013 | ||
Joint Venture | ' | |
-1 | Joint Venture. In November 2000, a subsidiary of MSC formed a joint venture with Tekno S.A. (“Tekno”) for the manufacture and sale of Quiet Steel® and disc brake noise damping material for the South American market. The Company includes its portion of the joint venture’s results in the Condensed Consolidated Statements of Operations under Equity in Results of Joint Venture. The Equity in Results of Joint Venture was a loss of $2,000 and income of $114,000 for the three and nine months ended November 30, 2013, respectively, compared with income of $89,000 and $204,000 for the three and nine months ended November 30, 2012, respectively. |
Preferred_Stock
Preferred Stock | 9 Months Ended | |
Nov. 30, 2013 | ||
Preferred Stock | ' | |
-2 | Preferred Stock. Preferred Stock, $1.00 Par Value; 10,000,000 Shares Authorized; 1,000,000 Designated Series B Junior Participating Preferred; None Issued. |
Common_Stock
Common Stock | 9 Months Ended | |
Nov. 30, 2013 | ||
Common Stock | ' | |
-3 | Common Stock. Common Stock, $0.02 Par Value; 40,000,000 Shares Authorized; 19,146,227 Shares Issued and 10,322,055 Shares Outstanding as of November 30, 2013, and 19,058,923 Shares Issued and 10,198,121 Shares Outstanding as of February 28, 2013. |
Treasury_Stock
Treasury Stock | 9 Months Ended | ||||||||||||
Nov. 30, 2013 | |||||||||||||
Treasury Stock | ' | ||||||||||||
-4 | Treasury Stock. The Company’s Board of Directors authorized the repurchase of 1,000,000 shares of the Company’s common stock on September 14, 2011, and again on September 27, 2012. The shares may be repurchased from time-to-time on the open market, subject to market conditions and other factors, and generally will be funded with internally generated cash. The Company did not repurchase any shares under the September 2011 or September 2012 authorizations during the nine months ended November 30, 2013. At November 30, 2013, there were 364,476 shares available for purchase under the September 2011 authorization and 1,000,000 shares available for purchase under the September 2012 authorization. | ||||||||||||
Shares | Cost of | Average | |||||||||||
Shares | Price | ||||||||||||
Purchased | per Share | ||||||||||||
(in thousands) | |||||||||||||
Treasury Stock as of February 28, 2013 | 8,824,172 | $ | 76,756 | $ | 8.7 | ||||||||
Repurchases During the Nine Months Ended November 30, 2013 | — | — | |||||||||||
Treasury Stock as of November 30, 2013 | 8,824,172 | $ | 76,756 | $ | 8.7 | ||||||||
On February 15, 2013, the Company entered into a written trading plan to purchase up to 364,476 shares under Rule 10b5-1 of the Exchange Act as part of the existing share repurchase program. The plan will expire on February 15, 2014, or when all the shares have been repurchased, whichever occurs first. |
Commodity_Contracts
Commodity Contracts | 9 Months Ended | |
Nov. 30, 2013 | ||
Commodity Contracts | ' | |
-5 | Commodity Contracts. MSC is exposed to certain risks related to ongoing business operations. We use derivative instruments with the objective of managing our financial and operational exposure arising from these risks: primarily commodity price risk. From time-to-time in the ordinary course of business, the Company enters into purchase contracts for procuring nickel carbonate, zinc shot and natural gas, which are commodities used in our manufacturing processes. MSC maintains a commodity forward purchase policy. This seeks to ensure that, at any time, the majority of the expected consumption over the next 12 months is secured under a purchase contract at a pre-determined price. When MSC enters into these contracts, it applies the Normal Purchase/Normal Sale election, which excludes the contracts from being accounted for as derivative instruments at fair value for as long as they qualify for the election. | |
At November 30, 2013, the Company did not have any commodity contracts that we accounted for at fair value. |
Cash_Cash_Equivalents_and_Rest
Cash, Cash Equivalents and Restricted Cash | 9 Months Ended | |
Nov. 30, 2013 | ||
Cash, Cash Equivalents and Restricted Cash | ' | |
-6 | Cash, Cash Equivalents and Restricted Cash. The Company maintains its cash balances in interest-bearing bank accounts and highly liquid investments with maturities of three months or less. At November 30, 2013, MSC had $30.0 million of U.S. Treasury bills and $8.3 million of cash. | |
We have issued two letters of credit in connection with our Midco environmental liability and a workers’ compensation insurance obligation. The Midco letter of credit is $1.0 million and the insurance letter of credit is $0.1 million. The letters of credit are secured by restricted cash deposited with JPMorgan Chase Bank. At November 30, 2013, we had restricted cash of $1.1 million. |
Inventory
Inventory | 9 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Inventory | ' | ||||||||
-7 | Inventory. Inventories consist of the following: | ||||||||
(in thousands) | |||||||||
November 30, | February 28, | ||||||||
2013 | 2013 | ||||||||
Raw Materials | $ | 9,039 | $ | 8,802 | |||||
Finished Goods | 13,615 | 16,142 | |||||||
Total Inventories | $ | 22,654 | $ | 24,944 | |||||
LongTerm_Incentives
Long-Term Incentives | 9 Months Ended | |
Nov. 30, 2013 | ||
Long-Term Incentives | ' | |
-8 | Long-Term Incentives. The Long-Term Incentives balances of $1.3 million and $2.7 million at November 30, 2013, and February 28, 2013, respectively, consisted entirely of Phantom Stock Liability. Phantom Stock Liability represents the value of long-term phantom stock units held by members of the Board of Directors. The units were awarded each quarter from June 2004 through June 2012 and are redeemed in cash after five years at the average of the closing prices for the preceding 30 trading days. The liability is adjusted to the current market value each quarter. | |
We also carry a current liability of $1.6 million (at the November 30, 2013, market value) for phantom stock units which will be redeemed within one year. This liability is included in Accrued Expenses within Current Liabilities. |
Significant_Customers
Significant Customers | 9 Months Ended | ||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||
Significant Customers | ' | ||||||||||||||||
-9 | Significant Customers. Due to the concentration in the automotive industry, management believes that sales to individual automotive customers—both Tier 1 and Tier 2 (including US Steel)—are significant. The following table shows sales to the Company’s major customers as a percentage of consolidated net sales for the three and nine months ended November 30, 2013 and 2012. | ||||||||||||||||
% of Consolidated | % of Consolidated | ||||||||||||||||
Net Sales for the | Net Sales for the | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
November 30, | November 30, | ||||||||||||||||
Customer | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Chrysler | 21 | % | 21 | % | 20 | % | 21 | % | |||||||||
US Steel | 12 | % | 17 | % | 13 | % | 16 | % | |||||||||
The following table shows gross accounts receivable from these significant customers as a percentage of total consolidated gross accounts receivable as of November 30, 2013, and February 28, 2013. | |||||||||||||||||
% of Consolidated Gross | |||||||||||||||||
Accounts Receivable | |||||||||||||||||
Customer | November 30, | February 28, | |||||||||||||||
2013 | 2013 | ||||||||||||||||
Chrysler | 29 | % | 18 | % | |||||||||||||
US Steel | 6 | % | 5 | % | |||||||||||||
The increase in Chrysler accounts receivable is due to the timing of payments from, and to, Chrysler of approximately $2.0 million. Chrysler sells raw metal to MSC, which we then coat and re-sell back to Chrysler. Chrysler manages the net payable or receivable payment process in their systems. During the three months ended November 30, 2013, the netting process did not offset at the end of the quarter and both the accounts receivable and accounts payable balances grew beyond normal levels. In December 2013, Chrysler net-settled the accounts receivable and accounts payable, and Chrysler’s percent of Consolidated Gross Accounts Receivable returned to normal levels. |
Income_Taxes
Income Taxes | 9 Months Ended | |
Nov. 30, 2013 | ||
Income Taxes | ' | |
-10 | Income Taxes. The Company evaluates its deferred income taxes on a quarterly basis to determine if valuation allowances are required, in full or in part. This includes considering available positive and negative evidence, such as past operating results, the existence of cumulative losses in the most recent fiscal years and our forecast of future taxable income on a jurisdiction-by-jurisdiction basis. In determining future taxable income, we review the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. At November 30, 2013, MSC had valuation allowances relating to certain state net operating losses. | |
The Company estimates that it is reasonably possible that the total amount of unrecognized tax benefits of $0.5 million at November 30, 2013, will significantly change during the next 12 months. The estimated range is a decrease of zero to $0.3 million. | ||
For the three and nine months ended November 30, 2013, MSC’s effective income tax rate for continuing operations was an expense of 36.7% and 24.6%, respectively, compared with an expense of 9.4% and 30.5%, respectively for the same periods last year. The lower rate for the three month period ending November 30, 2012 is primarily due to recognition of previously unrecognized tax benefits for tax years which were no longer subject to audit. The lower rate for the nine month period ended November 30, 2013, is primarily due to filing amended returns to claim foreign tax credits. |
Retirement_and_Savings_Plans
Retirement and Savings Plans | 9 Months Ended | ||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||
Retirement and Savings Plans | ' | ||||||||||||||||
-11 | Retirement and Savings Plans. The Company has one defined contribution retirement plan qualifying under the Internal Revenue Code Section 401(k): The Material Sciences Savings & Investment Plan (the “SIP”). All MSC employees can elect to participate in the SIP. | ||||||||||||||||
MSC also has non-contributory defined benefit pension plans, all of which are frozen, and other postretirement plans for certain of its employees. The following table provides the components of net periodic benefit cost for the Company’s defined benefit plans and other post-retirement plans. | |||||||||||||||||
Pension Benefits | Other Benefits | ||||||||||||||||
Three Months Ended November 30, | |||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Service Cost | $ | — | $ | — | $ | 6 | $ | 6 | |||||||||
Interest Cost | 137 | 146 | 19 | 19 | |||||||||||||
Amortization of Unrecognized Prior Service Cost | — | — | (69 | ) | (69 | ) | |||||||||||
Expected Return on Plan Assets | (163 | ) | (143 | ) | — | — | |||||||||||
Amortization of Net Loss | 150 | 164 | 50 | 49 | |||||||||||||
Total Net Periodic Benefit Cost | $ | 124 | $ | 167 | $ | 6 | $ | 5 | |||||||||
Pension Benefits | Other Benefits | ||||||||||||||||
Nine Months Ended November 30, | |||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Service Cost | $ | — | $ | — | $ | 17 | $ | 17 | |||||||||
Interest Cost | 410 | 437 | 56 | 58 | |||||||||||||
Amortization of Unrecognized Prior Service Cost | — | — | (207 | ) | (207 | ) | |||||||||||
Expected Return on Plan Assets | (490 | ) | (428 | ) | — | — | |||||||||||
Amortization of Net Loss | 449 | 491 | 152 | 147 | |||||||||||||
Total Net Periodic Benefit Cost | 369 | 500 | $ | 18 | $ | 15 | |||||||||||
MSC previously disclosed in the notes to its financial statements for the year ended February 28, 2013, that it expected to contribute $3.1 million—including $1.1 million of required minimum contributions and $2.0 million of additional contributions—toward its qualified and nonqualified defined benefit pension plans and $0.1 million toward its other post-retirement benefit plans other than pension plans in fiscal 2014. As of November 30, 2013, $2.3 million of contributions/payments have been made toward the pension plans and less than $0.2 million of net contributions/payments have been made to the other post-retirement plans, which is higher than expected due to higher than normal health care claims for certain retirees. |
Equity_and_Compensation_Plans
Equity and Compensation Plans | 9 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Equity and Compensation Plans | ' | ||||||||
-12 | Equity and Compensation Plans. The Company has one active equity award plan, the Material Sciences Corporation 2012 Incentive Compensation Plan (“2012 Plan”). There are 2,130,789 shares authorized under the 2012 Plan to provide stock options, restricted stock and other equity awards under various programs to both employees and non-employee directors. Non-qualified stock options generally vest over three years from the date of grant and expire between five and 10 years from the date of grant. Restricted stock awards generally vest over three to five years from the date of grant. | ||||||||
The Company also has one inactive equity award plan, the Material Sciences Corporation 2001 Compensation Plan for Non-Employee Directors (“2001 Directors Plan”). The 2001 Directors Plan expired on February 29, 2004, and no additional grants will be made under the plan. There were 3,537 stock options outstanding and exercisable under this plan at November 30, 2013. | |||||||||
Stock option activity during fiscal years 2012 and 2013 is listed below. | |||||||||
• | In March 2012, 200,000 options with a Black-Scholes value of $4.24 were granted. | ||||||||
• | In March 2013, 100,000 options with a Black-Scholes value of $4.70 were granted. | ||||||||
• | In May 2013, 67,680 options were exercised. | ||||||||
There were 720,458 stock options outstanding, of which 220,458 were exercisable, at November 30, 2013. | |||||||||
In March 2013, the Company issued 2,100 shares of restricted stock in lieu of salary increases, which will vest over one year. In March 2012, MSC issued 5,900 shares of restricted stock in lieu of salary increases, of which 5,754 have vested and 146 were forfeited. | |||||||||
In May 2012, MSC issued 10,000 shares of restricted stock, which will vest over three years, to our CEO for meeting performance objectives in fiscal 2012. | |||||||||
In September 2012, MSC began making quarterly grants of restricted stock to the non-employee directors of the Company. Each grant to a director represents the number of shares of our common stock equal to the quotient of $8,500 divided by the closing sale price of our common stock on the day preceding the grant date. The shares will vest on the third anniversary of the grant date. Restricted shares granted are listed below: | |||||||||
Grant Date | Fiscal 2014 | Fiscal 2013 | |||||||
March 1 | 5,028 | — | |||||||
June 1 | 6,069 | — | |||||||
September 1 | 6,041 | 5,754 | |||||||
December 1 | — | 5,676 |
Segments
Segments | 9 Months Ended | ||||||||||||||||||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||||||||||||||||||
Segments | ' | ||||||||||||||||||||||||||||||||
-13 | Segments. MSC operates in one segment based on how the Chief Operating Decision Maker views its business for evaluating performance and making operating decisions. The Company provides material-based solutions for acoustical and coated applications. The acoustical material-based solutions include multilayer composites consisting of metals, polymers, rubber and other coated materials used to manage noise and vibration. The coated metal material-based solutions include painted, electrogalvanized (“EG”), rubber and film coatings that provide protective, decorative and functional performance. The coatings are applied to coiled metal of various widths and thicknesses. MSC’s material-based solutions are designed to meet specific customer requirements for the transportation, appliance, building products, lighting and electronics markets. Some customers purchase products from several different product categories. | ||||||||||||||||||||||||||||||||
We use a significant level of shared assets, and share resources for sales, general and administrative expense, and management across each of our product categories. Capital projects—whether for cost savings or generating incremental revenue—are evaluated individually based on estimated economic returns (e.g., net present value, return on investment), not based on related product line or geographic location. We use a centralized functional management structure, and share administration and production resources, to deliver individual products that, together, provide solutions to our customers. | |||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
November 30, | November 30, | ||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||||||
($ in thousands) | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||
Acoustical | 19,717 | 65 | 18,909 | 62 | 56,080 | 65 | 58,192 | 61 | |||||||||||||||||||||||||
Coated | 10,792 | 35 | 11,478 | 38 | 30,702 | 35 | 36,956 | 39 | |||||||||||||||||||||||||
Total Net Sales | $ | 30,509 | 100 | % | $ | 30,387 | 100 | % | $ | 86,782 | 100 | % | $ | 95,148 | 100 | % | |||||||||||||||||
Net sales of our domestic and foreign units are presented in the table below. Sales in no one foreign country comprised greater than 10% of consolidated net sales for any period presented. | |||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
November 30, | November 30, | ||||||||||||||||||||||||||||||||
($ in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||
Domestic Net Sales | $ | 25,897 | $ | 26,504 | $ | 73,005 | $ | 83,256 | |||||||||||||||||||||||||
Foreign Net Sales | 4,612 | 3,883 | 13,777 | 11,892 | |||||||||||||||||||||||||||||
Total Net Sales | $ | 30,509 | $ | 30,387 | $ | 86,782 | $ | 95,148 | |||||||||||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |
Nov. 30, 2013 | ||
Commitments and Contingencies | ' | |
-14 | Commitments and Contingencies. MSC is a party to various legal proceedings in connection with the remediation of certain environmental matters. The Company’s environmental accruals were approximately $1.1 million as of November 30, 2013, and $1.2 million as of February 28, 2013. Management does not believe that the outcome of its environmental legal proceedings will have a material adverse effect on its financial statements, given the accruals recorded as of November 30, 2013, and, where applicable, taking into account contributions from other potentially responsible parties. There are, however, a number of uncertainties. These include, without limitation, the eventual final cost of site cleanup, the discretionary authority of federal and state regulatory authorities in bringing enforcement actions and other factors that could affect the Company’s exposure. | |
As previously disclosed, on October 4, 2013, the Company received a notice from the electric utility serving its Walbridge, Ohio facility alleging that the facility had exceeded power consumption limits during a declared Emergency Curtailment Event (i.e., a period of time in which the utility can require that certain customers reduce electricity demand to avoid over-stressing the utility’s infrastructure) in September 2013 (the “Emergency Curtailment Event”). In connection with the alleged failure by the Company to meet its obligations regarding the Emergency Curtailment Event, in October 2013 the utility assessed a penalty to the Company of approximately $2.4 million. The Company is appealing the penalty to the Public Utilities Commission of Ohio and is seeking the elimination or reduction of the amount of such penalty. While the Company believes it has reasonable grounds to challenge the penalty assessed by the utility, there can be no assurance that the penalty will be eliminated, or reduced in any material respect. If the Company does not prevail in having the payment of the penalty withdrawn or significantly reduced, this would have a material adverse effect on the Company’s results of operations, financial position and cash flows. As of the date of this report, the appeal process was in the early stages and MSC cannot determine the likelihood of the elimination or reduction of the amount of such penalty. As of November 30, 2013, we did not have an accrual recorded for this matter. | ||
MSC is also a party to various legal actions and customer disputes arising in the ordinary course of its business. These legal actions and customer disputes cover a broad variety of claims spanning MSC’s entire business. The Company believes that the resolution of these legal actions and customer disputes will not, individually or in the aggregate, have a material adverse effect on its results of operations, financial position or cash flows. |
Restructuring
Restructuring | 9 Months Ended | |
Nov. 30, 2013 | ||
Restructuring | ' | |
-15 | Restructuring. No restructuring activities occurred during the first three quarters of fiscal 2014. During fiscal 2012, MSC recognized approximately $0.6 million in employee termination benefit and related expenses. All of the benefits were fully paid as of the end of the second quarter of fiscal 2013. There was no restructuring accrual as of November 30, 2013. |
Sale_of_Elk_Grove_Village_Buil
Sale of Elk Grove Village Building | 9 Months Ended | |
Nov. 30, 2013 | ||
Sale of Elk Grove Village Building | ' | |
-16 | Sale of Elk Grove Village Building. In April 2011, after receiving authorization from the Board of Directors, management committed to a plan to sell the building located at 2200 East Pratt Boulevard in Elk Grove Village, Illinois (the “Facility”). This building houses our corporate offices and housed our coil coating assets before they were sold in April 2010. | |
On July 23, 2012, MSC began leasing a portion of the Facility to Main Steel Polishing Company, Inc. The lease includes approximately 240,000 square feet of the 280,000 square foot Facility. MSC entered into this lease to enhance the attractiveness of the Facility to potential buyers. | ||
On August 31, 2012, MSC sold the Facility to Torburn Partners, Inc. (“Torburn”) for cash. The net proceeds from the sale were approximately $9.2 million, which reflects all selling costs and the executory costs related to the lease discussed above. The Company recognized a gain of approximately $3.2 million on the sale. MSC entered into a four-year lease with Torburn under which MSC continues to occupy approximately 35,000 square feet of office space in the Facility to house its corporate and domestic operations. |
Subsequent_Event_Merger_Agreem
Subsequent Event - Merger Agreement with Zink Acquisition Holdings Inc. and Zink Acquisition Merger Sub Inc. | 9 Months Ended | |
Nov. 30, 2013 | ||
Subsequent Event - Merger Agreement with Zink Acquisition Holdings Inc. and Zink Acquisition Merger Sub Inc. | ' | |
-17 | Subsequent Event – Merger Agreement with Zink Acquisition Holdings Inc. and Zink Acquisition Merger Sub Inc. | |
On January 8, 2014, the Company entered into an Agreement and Plan of Merger with Zink Acquisition Holdings Inc. (“Parent”) and Zink Acquisition Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of Parent (the “Merger Agreement”). Parent and Merger Sub are affiliates of New Star Metals Inc. and Insight Equity Holdings LLC. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). Upon the Merger becoming effective, the Company will become a wholly-owned subsidiary of Parent and each share of our common stock issued and outstanding immediately prior to the effective time of the Merger, other than shares held by the Company, Parent or Merger Sub or by stockholders who have validly exercised their appraisal rights under the Delaware General Corporation Law, will be converted, on the terms and subject to the conditions set forth in the Merger Agreement, into the right to receive $12.75 in cash without interest and less applicable withholding taxes (the “Per Share Merger Consideration”). | ||
The Merger Agreement also provides that, immediately prior to the effective time of the Merger, each outstanding stock option to purchase shares of our common stock, whether or not vested, will become fully vested and exercisable and, at the effective time of the Merger, will be cancelled and converted into the right to receive a cash payment equal to the excess, if any, of $12.75 over such option’s exercise price. Each outstanding stock option that has an exercise price equal to or greater than $12.75 will be cancelled without the right to receive any consideration. Furthermore, immediately prior to the effective time of the Merger, each outstanding share of restricted stock, whether or not vested, will become free of all restrictions, fully vested and transferable and, at the effective time of the Merger, other than shares held by stockholders who have validly exercised their appraisal rights under the Delaware General Corporation Law, will be cancelled and converted into the right to receive $12.75 in cash, without interest and less applicable withholding taxes under the same terms and conditions as apply to the receipt of the Per Share Merger Consideration by holders of shares of our common stock generally. In addition, in connection with the consummation of the Merger, the Company is obligated to redeem each outstanding phantom stock unit held by members of the Board of Directors, in accordance with the terms of the grant agreements therefor, at the same $12.75 Per Share Merger Consideration payable to stockholders of MSC in the Merger. | ||
Consummation of the Merger is subject to customary conditions, including (1) the approval of the Merger by the holders of a majority of the outstanding shares of common stock of the Company entitled to vote on the Merger, (2) the expiration or termination of the waiting period applicable to consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and (3) the absence of any law, injunction, judgment or order prohibiting or rendering illegal the closing of the Merger. Moreover, the obligations of Parent and Merger Sub, on the one hand, and the Company, on the other hand, to consummate the Merger are subject to certain other conditions, including without limitation (a) the accuracy of the other party’s representations and warranties (subject to customary qualifications) and (b) the other party’s performance in all material respects of its obligations contained in the Merger Agreement. | ||
The Merger Agreement contains certain termination rights for the Company and Parent. Upon termination of the Merger Agreement under specified circumstances, including with respect to the Company’s entry into an agreement with respect to a “superior proposal,” the Company will be required to pay Parent a termination fee of $4.0 million or reimburse certain expenses of Parent up to $1.25 million. The Merger Agreement also provides that Parent will be required to pay the Company a reverse termination fee of $8.5 million under certain specified circumstances set forth in the Merger Agreement. |
Treasury_Stock_Tables
Treasury Stock (Tables) | 9 Months Ended | ||||||||||||
Nov. 30, 2013 | |||||||||||||
Treasury Stock | ' | ||||||||||||
Shares | Cost of | Average | |||||||||||
Shares | Price | ||||||||||||
Purchased | per Share | ||||||||||||
(in thousands) | |||||||||||||
Treasury Stock as of February 28, 2013 | 8,824,172 | $ | 76,756 | $ | 8.7 | ||||||||
Repurchases During the Nine Months Ended November 30, 2013 | — | — | |||||||||||
Treasury Stock as of November 30, 2013 | 8,824,172 | $ | 76,756 | $ | 8.7 | ||||||||
Inventory_Tables
Inventory (Tables) | 9 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Inventories | ' | ||||||||
Inventories consist of the following: | |||||||||
(in thousands) | |||||||||
November 30, | February 28, | ||||||||
2013 | 2013 | ||||||||
Raw Materials | $ | 9,039 | $ | 8,802 | |||||
Finished Goods | 13,615 | 16,142 | |||||||
Total Inventories | $ | 22,654 | $ | 24,944 | |||||
Significant_Customers_Tables
Significant Customers (Tables) | 9 Months Ended | ||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||
Accounts Receivable | ' | ||||||||||||||||
Concentration Risk, Percentage for Significant Customers | ' | ||||||||||||||||
The following table shows gross accounts receivable from these significant customers as a percentage of total consolidated gross accounts receivable as of November 30, 2013, and February 28, 2013. | |||||||||||||||||
% of Consolidated Gross | |||||||||||||||||
Accounts Receivable | |||||||||||||||||
Customer | November 30, | February 28, | |||||||||||||||
2013 | 2013 | ||||||||||||||||
Chrysler | 29 | % | 18 | % | |||||||||||||
US Steel | 6 | % | 5 | % | |||||||||||||
Sales Revenue, Goods, Net | ' | ||||||||||||||||
Concentration Risk, Percentage for Significant Customers | ' | ||||||||||||||||
The following table shows sales to the Company’s major customers as a percentage of consolidated net sales for the three and nine months ended November 30, 2013 and 2012. | |||||||||||||||||
% of Consolidated | % of Consolidated | ||||||||||||||||
Net Sales for the | Net Sales for the | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
November 30, | November 30, | ||||||||||||||||
Customer | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Chrysler | 21 | % | 21 | % | 20 | % | 21 | % | |||||||||
US Steel | 12 | % | 17 | % | 13 | % | 16 | % |
Retirement_and_Savings_Plans_T
Retirement and Savings Plans (Tables) | 9 Months Ended | ||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||
Components of Net Periodic Benefit Cost for Defined Benefit Plans and Other Post Retirement Plan | ' | ||||||||||||||||
The following table provides the components of net periodic benefit cost for the Company’s defined benefit plans and other post-retirement plans. | |||||||||||||||||
Pension Benefits | Other Benefits | ||||||||||||||||
Three Months Ended November 30, | |||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Service Cost | $ | — | $ | — | $ | 6 | $ | 6 | |||||||||
Interest Cost | 137 | 146 | 19 | 19 | |||||||||||||
Amortization of Unrecognized Prior Service Cost | — | — | (69 | ) | (69 | ) | |||||||||||
Expected Return on Plan Assets | (163 | ) | (143 | ) | — | — | |||||||||||
Amortization of Net Loss | 150 | 164 | 50 | 49 | |||||||||||||
Total Net Periodic Benefit Cost | $ | 124 | $ | 167 | $ | 6 | $ | 5 | |||||||||
Pension Benefits | Other Benefits | ||||||||||||||||
Nine Months Ended November 30, | |||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Service Cost | $ | — | $ | — | $ | 17 | $ | 17 | |||||||||
Interest Cost | 410 | 437 | 56 | 58 | |||||||||||||
Amortization of Unrecognized Prior Service Cost | — | — | (207 | ) | (207 | ) | |||||||||||
Expected Return on Plan Assets | (490 | ) | (428 | ) | — | — | |||||||||||
Amortization of Net Loss | 449 | 491 | 152 | 147 | |||||||||||||
Total Net Periodic Benefit Cost | 369 | 500 | $ | 18 | $ | 15 |
Equity_and_Compensation_Plans_
Equity and Compensation Plans (Tables) | 9 Months Ended | ||||||||
Nov. 30, 2013 | |||||||||
Restricted Shares Granted | ' | ||||||||
Restricted shares granted are listed below: | |||||||||
Grant Date | Fiscal 2014 | Fiscal 2013 | |||||||
March 1 | 5,028 | — | |||||||
June 1 | 6,069 | — | |||||||
September 1 | 6,041 | 5,754 | |||||||
December 1 | — | 5,676 |
Segments_Tables
Segments (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||||||||||||||||||
Segments | ' | ||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
November 30, | November 30, | ||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||||||
($ in thousands) | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||
Acoustical | 19,717 | 65 | 18,909 | 62 | 56,080 | 65 | 58,192 | 61 | |||||||||||||||||||||||||
Coated | 10,792 | 35 | 11,478 | 38 | 30,702 | 35 | 36,956 | 39 | |||||||||||||||||||||||||
Total Net Sales | $ | 30,509 | 100 | % | $ | 30,387 | 100 | % | $ | 86,782 | 100 | % | $ | 95,148 | 100 | % | |||||||||||||||||
Net Sales of Domestic and Foreign Units | ' | ||||||||||||||||||||||||||||||||
Net sales of our domestic and foreign units are presented in the table below. Sales in no one foreign country comprised greater than 10% of consolidated net sales for any period presented. | |||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
November 30, | November 30, | ||||||||||||||||||||||||||||||||
($ in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||||||
Domestic Net Sales | $ | 25,897 | $ | 26,504 | $ | 73,005 | $ | 83,256 | |||||||||||||||||||||||||
Foreign Net Sales | 4,612 | 3,883 | 13,777 | 11,892 | |||||||||||||||||||||||||||||
Total Net Sales | $ | 30,509 | $ | 30,387 | $ | 86,782 | $ | 95,148 | |||||||||||||||||||||||||
Basis_of_Accounting_Additional
Basis of Accounting - Additional Information (Detail) (Subsequent Event, Zink Acquisition Holdings Inc. and Zink Acquisition Merger Sub Inc., USD $) | Jan. 08, 2014 |
Subsequent Event | Zink Acquisition Holdings Inc. and Zink Acquisition Merger Sub Inc. | ' |
Basis of Presentation [Line Items] | ' |
Merger consideration price per share | $12.75 |
Joint_Venture_Additional_Infor
Joint Venture - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' |
Net income (loss) under equity method investments | ($2) | $89 | $114 | $204 |
Preferred_Stock_Additional_Inf
Preferred Stock - Additional Information (Detail) (USD $) | Nov. 30, 2013 |
Preferred Stock [Line Items] | ' |
Preferred stock, par value | $1 |
Preferred stock, shares authorized | 10,000,000 |
Preferred stock, designated | 1,000,000 |
Preferred stock, issued | ' |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | Nov. 30, 2013 | Feb. 28, 2013 |
Common Shares [Line Items] | ' | ' |
Common stock, par value | $0.02 | $0.02 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 19,146,227 | 19,058,923 |
Common stock, shares outstanding | 10,322,055 | 10,198,121 |
Treasury_Stock_Additional_Info
Treasury Stock - Additional Information (Detail) | Feb. 15, 2013 | Feb. 15, 2013 | Nov. 30, 2013 | Sep. 14, 2011 | Nov. 30, 2013 |
Maximum | September 2011 authorization | September 2011 authorization | September 2012 authorization | ||
Equity, Class of Treasury Stock [Line Items] | ' | ' | ' | ' | ' |
Number of shares authorized to be repurchased | ' | 364,476 | ' | 1,000,000 | ' |
Common stock available for repurchase | ' | ' | 364,476 | ' | 1,000,000 |
Stock repurchase program, expiration date | 15-Feb-14 | ' | ' | ' | ' |
Treasury_Stock_Detail
Treasury Stock (Detail) (USD $) | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Nov. 30, 2013 |
Equity, Class of Treasury Stock [Line Items] | ' |
Treasury Stock as of February 28, 2013 | 8,824,172 |
Repurchases During the Nine Months Ended November 30, 2013 | ' |
Treasury Stock as of November 30, 2013 | 8,824,172 |
Treasury Stock as of February 28, 2013 | $76,756 |
Repurchases During the Nine Months Ended November 30, 2013 | ' |
Treasury Stock as of November 30, 2013 | $76,756 |
Treasury Stock as of February 28, 2013 | $8.70 |
Repurchases During the Nine Months Ended November 30, 2013 | ' |
Treasury Stock as of November 30, 2013 | $8.70 |
Cash_Cash_Equivalents_and_Rest1
Cash, Cash Equivalents and Restricted Cash - Additional Information (Detail) (USD $) | 9 Months Ended |
Nov. 30, 2013 | |
CreditFacility | |
Restricted Cash and Cash Equivalents Items [Line Items] | ' |
U.S. Treasury bills | $30,000,000 |
Cash Available | 8,300,000 |
Number of letters of credit | 2 |
Restricted Cash | 1,123,000 |
Midco Environmental Liability | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' |
Letter of credit | 1,000,000 |
Workers Compensation Insurance Obligation | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' |
Letter of credit | $100,000 |
Inventories_Detail
Inventories (Detail) (USD $) | Nov. 30, 2013 | Feb. 28, 2013 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Raw Materials | $9,039 | $8,802 |
Finished Goods | 13,615 | 16,142 |
Total Inventories | $22,654 | $24,944 |
LongTerm_Incentives_Additional
Long-Term Incentives - Additional Information (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Nov. 30, 2013 | Feb. 28, 2013 |
Schedule Of Other Liabilities Noncurrent [Line Items] | ' | ' |
Long-Term incentives | $1,333 | $2,652 |
Accrued Expenses | 4,836 | 5,799 |
Phantom Stock Liability | ' | ' |
Schedule Of Other Liabilities Noncurrent [Line Items] | ' | ' |
Long-Term incentives | 1,300 | 2,700 |
Redemption period | '5 years | ' |
Number of preceding trading days used in calculation of redemption amount | '30 days | ' |
Accrued Expenses | $1,600 | ' |
Redemption period current | '1 year | ' |
Sales_to_Major_Customer_As_Per
Sales to Major Customer As Percentage of Consolidated Net Sales (Detail) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Sales Revenue, Goods, Net | Customer Concentration Risk | Chrysler | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration risk, percentage | 21.00% | 21.00% | 20.00% | 21.00% |
Sales Revenue, Goods, Net | Customer Concentration Risk | US Steel | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration risk, percentage | 12.00% | 17.00% | 13.00% | 16.00% |
Gross_Accounts_Receivable_from
Gross Accounts Receivable from Significant Customers as Percentage of Total Consolidated Gross Accounts Receivable (Detail) (Accounts Receivable, Customer Concentration Risk) | Nov. 30, 2013 | Feb. 28, 2013 |
Chrysler | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Percentage of Consolidated Gross Accounts Receivable | 29.00% | 18.00% |
US Steel | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Percentage of Consolidated Gross Accounts Receivable | 6.00% | 5.00% |
Significant_Customers_Addition
Significant Customers - Additional Information (Detail) (Chrysler, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Nov. 30, 2013 |
Chrysler | ' |
Concentration Risk [Line Items] | ' |
Increase in Chrysler accounts receivable | $2 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 |
Income Tax [Line Items] | ' | ' | ' | ' |
Unrecognized tax benefits | $0.50 | ' | $0.50 | ' |
Estimated change in tax rate lower bound | 0 | ' | 0 | ' |
Estimated change in tax rate Upper bound | $0.30 | ' | $0.30 | ' |
Income tax rate | 36.70% | 9.40% | 24.60% | 30.50% |
Retirement_and_Savings_Plans_A
Retirement and Savings Plans - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Nov. 30, 2013 | Feb. 28, 2013 |
Employee Benefit And Retirement Plans [Line Items] | ' | ' |
Number of defined contribution retirement plans | 1 | ' |
Pension Plans, Defined Benefit | ' | ' |
Employee Benefit And Retirement Plans [Line Items] | ' | ' |
Employer expected contribution to defined benefit plans | ' | $3.10 |
Employer contribution made to defined benefit plan | 2.3 | ' |
Employer expected contribution to defined benefit plans | ' | 2 |
Pension Plans, Defined Benefit | Minimum | ' | ' |
Employee Benefit And Retirement Plans [Line Items] | ' | ' |
Employer expected contribution to defined benefit plans | ' | 1.1 |
Other Postretirement Benefit Plans, Defined Benefit | ' | ' |
Employee Benefit And Retirement Plans [Line Items] | ' | ' |
Employer expected contribution to defined benefit plans | ' | 0.1 |
Other Postretirement Benefit Plans, Defined Benefit | Maximum | ' | ' |
Employee Benefit And Retirement Plans [Line Items] | ' | ' |
Employer contribution made to defined benefit plan | $0.20 | ' |
Components_of_Net_Periodic_Ben
Components of Net Periodic Benefit Cost for Defined Benefit Plans and Other Post Retirement Plan (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 |
Pension Plans, Defined Benefit | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Interest Cost | $137 | $146 | $410 | $437 |
Expected Return on Plan Assets | -163 | -143 | -490 | -428 |
Amortization of Net Loss | 150 | 164 | 449 | 491 |
Total Net Periodic Benefit Cost | 124 | 167 | 369 | 500 |
Other Postretirement Benefit Plans, Defined Benefit | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Service Cost | 6 | 6 | 17 | 17 |
Interest Cost | 19 | 19 | 56 | 58 |
Amortization of Unrecognized Prior Service Cost | -69 | -69 | -207 | -207 |
Amortization of Net Loss | 50 | 49 | 152 | 147 |
Total Net Periodic Benefit Cost | $6 | $5 | $18 | $15 |
Equity_and_Compensation_Plans_1
Equity and Compensation Plans - Additional Information (Detail) (USD $) | 1 Months Ended | 1 Months Ended | 9 Months Ended | ||||||||||||
31-May-13 | Mar. 31, 2013 | Mar. 31, 2012 | Nov. 30, 2013 | Mar. 31, 2013 | 31-May-12 | Mar. 31, 2012 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Sep. 30, 2012 | |
Restricted Stock | Restricted Stock | Restricted Stock | 2012 Plan | 2012 Plan | 2012 Plan | 2012 Plan | 2012 Plan | 2012 Plan | 2001 Directors Plan | Non-employee directors | |||||
CompensationPlan | Minimum | Maximum | Stock Options | Restricted Stock | Restricted Stock | CompensationPlan | Restricted Stock | ||||||||
Minimum | Maximum | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of active equity award plan | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' |
Shares authorized under compensation plans | ' | ' | ' | ' | ' | ' | ' | 2,130,789 | ' | ' | ' | ' | ' | ' | ' |
Share based payment award, award vesting period | ' | ' | ' | ' | '1 year | '3 years | '1 year | ' | ' | ' | '3 years | '3 years | '5 years | ' | ' |
Non-qualified stock options, expiration period from date of grant | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '10 years | ' | ' | ' | ' | ' |
Number of inactive equity award plans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Stock options outstanding and exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,537 | ' |
Share based payment award, stock option granted | ' | 100,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based payment award, value of each option granted | ' | $4.70 | $4.24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercised | 67,680 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based payment award, stock options outstanding | ' | ' | ' | 720,458 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based payment award, stock options exercisable | ' | ' | ' | 220,458 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based payment award, restricted stock issued | ' | ' | ' | ' | 2,100 | 10,000 | 5,900 | ' | ' | ' | ' | ' | ' | ' | ' |
Vested shares | ' | ' | ' | ' | ' | ' | 5,754 | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited shares | ' | ' | ' | ' | ' | ' | 146 | ' | ' | ' | ' | ' | ' | ' | ' |
Share based payment award, stock option granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,500 |
Restricted_shares_granted_Deta
Restricted shares granted (Detail) | 1 Months Ended | ||||
Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 01, 2012 | Sep. 30, 2012 | |
Stock Based Compensation [Line Items] | ' | ' | ' | ' | ' |
Restricted Shares Granted | 6,041 | 6,069 | 5,028 | 5,676 | 5,754 |
Net_Sales_by_Product_Category_
Net Sales by Product Category Net of Intercompany Activity (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net Sales | $30,509 | $30,387 | $86,782 | $95,148 |
Percentage of net sales | 100.00% | 100.00% | 100.00% | 100.00% |
Acoustical | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net Sales | 19,717 | 18,909 | 56,080 | 58,192 |
Percentage of net sales | 65.00% | 62.00% | 65.00% | 61.00% |
Coated | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net Sales | $10,792 | $11,478 | $30,702 | $36,956 |
Percentage of net sales | 35.00% | 38.00% | 35.00% | 39.00% |
Net_Sales_of_Domestic_and_Fore
Net Sales of Domestic and Foreign Units (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net Sales | $30,509 | $30,387 | $86,782 | $95,148 |
Domestic Net Sales | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net Sales | 25,897 | 26,504 | 73,005 | 83,256 |
Foreign Net Sales | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net Sales | $4,612 | $3,883 | $13,777 | $11,892 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | Nov. 30, 2013 | Feb. 28, 2013 | Oct. 31, 2013 |
In Millions, unless otherwise specified | Unfavorable Regulatory Action | ||
Commitments and Contingencies [Line Items] | ' | ' | ' |
Reserve for environmental legal proceedings | $1.10 | $1.20 | ' |
Possible penalty for allegedly exceeding power consumption limits during a declared Emergency Curtailment Event | ' | ' | $2.40 |
Restructuring_Additional_Infor
Restructuring - Additional Information (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Feb. 28, 2013 |
Restructuring Cost and Reserve [Line Items] | ' |
Employee termination benefit and related expenses | $0.60 |
Sale_of_Elk_Grove_Village_Buil1
Sale of Elk Grove Village Building - Additional Information (Detail) (USD $) | 6 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Aug. 31, 2012 | Nov. 30, 2012 | Jul. 23, 2012 |
sqft | sqft | ||
Discontinued Operations [Line Items] | ' | ' | ' |
Facility leased to Main Steel Polishing Company, Inc. | ' | ' | 240,000 |
Leasable area of facility | ' | ' | 280,000 |
Proceeds from Sale of Assets | $9,200 | $9,180 | ' |
Gain on sales of assets | $3,200 | $3,216 | ' |
Lease agreement with Torburn | 35,000 | ' | ' |
Lease term | '4 years | ' | ' |
Subsequent_Event_Merger_Agreem1
Subsequent Event - Merger Agreement with Zink Acquisition Holdings Inc. and Zink Acquisition Merger Sub Inc - Additional Information (Detail) (Subsequent Event, Zink Acquisition Holdings Inc. and Zink Acquisition Merger Sub Inc., USD $) | Jan. 08, 2014 |
In Millions, except Per Share data, unless otherwise specified | |
Subsequent Event [Line Items] | ' |
Merger consideration price per share | $12.75 |
Merger agreement, potential liabilities related to termination fee | $4 |
Merger agreement, potential receivable related to reverse termination fee to be paid by Parent | 8.5 |
Maximum | ' |
Subsequent Event [Line Items] | ' |
Merger agreement, potential liabilities related to reimbursement of Parent expenses | $1.25 |