COMMERCIAL METALS Co [CMC] Filings

10-Q 1 cmc-20220531.htm 10-Q cmc-20220531

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-4304

___________________________________

COMMERCIAL METALS COMPANY

(Exact Name of Registrant as Specified in Its Charter)


Delaware			75-0725338
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification Number)

6565 N. MacArthur Blvd., Irving, Texas 75039

(Address of Principal Executive Offices) (Zip Code)

(214) 689-4300

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value

CMC

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of June 21, 2022, 120,490,407 shares of the registrant's common stock, par value $0.01 per share, were outstanding.

COMMERCIAL METALS COMPANY AND SUBSIDIARIES

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PART I — FINANCIAL INFORMATION			3

Item 1. Financial Statements			3
Condensed Consolidated Statements of Earnings (Unaudited) - Three and nine months ended May 31, 2022 and 2021			3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - Three and nine months ended May 31, 2022 and 2021			4
Condensed Consolidated Balance Sheets (Unaudited) - May 31, 2022 and August 31, 2021			5
Condensed Consolidated Statements of Cash Flows (Unaudited) - Nine months ended May 31, 2022 and 2021			6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Three and nine months ended May 31, 2022 and 2021			7
Notes to Condensed Consolidated Financial Statements (Unaudited)			9
Note 1. Accounting Policies			9
Note 2. Acquisition			9
Note 3. Changes in Business			12
Note 4. Accumulated Other Comprehensive Income (Loss)			13
Note 5. Revenue Recognition			14
Note 6. Inventories, Net			14
Note 7. Goodwill and Other Intangibles			15
Note 8. Leases			16
Note 9. Credit Arrangements			17
Note 10. Derivatives			19
Note 11. Fair Value			20
Note 12. Stock-Based Compensation Plans			22
Note 13. Employees' Retirement Plans			22
Note 14. Stockholders' Equity and Earnings Per Share			23
Note 15. Commitments and Contingencies			23
Note 16. Business Segments			24
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3. Quantitative and Qualitative Disclosures About Market Risk			36
Item 4. Controls and Procedures			37

PART II — OTHER INFORMATION			38

Item 1. Legal Proceedings			38
Item 1A. Risk Factors			38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			38
Item 3. Defaults Upon Senior Securities			39
Item 4. Mine Safety Disclosures			39
Item 5. Other Information			39
Item 6. Exhibits			40
Signature			41

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands, except share and per share data)	2022		2021		2022		2021
Net sales	$	2,515,727	$	1,845,041	$	6,506,416	$	4,699,114
Costs and operating expenses (income):
Cost of goods sold	1,956,459		1,533,768		5,157,834		3,936,930
Selling, general and administrative expenses	139,556		134,357		391,119		368,882
Interest expense	13,433		11,965		36,479		40,245
Loss on debt extinguishment	39		—		16,091		16,841
Asset impairments	3,245		277		4,473		4,345
Gain on sale of assets	(2,024)		(3,909)		(276,106)		(9,390)
Net costs and operating expenses	2,110,708		1,676,458		5,329,890		4,357,853
Earnings before income taxes	405,019		168,583		1,176,526		341,261
Income taxes	92,590		38,175		247,894		80,709
Net earnings	$	312,429	$	130,408	$	928,632	$	260,552

Earnings per share:
Basic	$	2.58	$	1.08	$	7.66	$	2.17
Diluted	$	2.54	$	1.07	$	7.55	$	2.14

Average basic shares outstanding	121,247,105		120,613,652		121,277,553		120,241,579
Average diluted shares outstanding	122,799,869		122,193,655		122,927,291		121,852,144

See notes to condensed consolidated financial statements.

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COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2022		2021		2022		2021
Net earnings	$	312,429	$	130,408	$	928,632	$	260,552
Other comprehensive income (loss), net of income taxes:



Foreign currency translation adjustment after reclassification	(14,668)		11,775		(68,817)		4,852
Derivatives:
Unrealized holding gain	25,927		12,145		81,378		21,032
Reclassification for realized gain	(5,107)		(616)		(13,453)		(929)
Net unrealized gain on derivatives	20,820		11,529		67,925		20,103



Defined benefit plans loss after amortization of prior service costs and net actuarial losses	(6)		(14)		(18)		(41)
Total other comprehensive income (loss), net of income taxes	6,146		23,290		(910)		24,914
Comprehensive income	$	318,575	$	153,698	$	927,722	$	285,466

See notes to condensed consolidated financial statements.

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COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share data)	May 31, 2022		August 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	410,265	$	497,745
Restricted cash	126,264		3,384
Accounts receivable (less allowance for doubtful accounts of $5,070 and $5,553)	1,330,279		1,105,580
Inventories, net	1,346,286		935,387
Prepaid and other current assets	230,414		169,649
Assets held for sale	60		25,083
Total current assets	3,443,568		2,736,828
Property, plant and equipment, net	1,808,392		1,566,123
Intangible assets, net	266,440		10,101
Goodwill	253,563		66,137
Other noncurrent assets	331,739		259,482
Total assets	$	6,103,702	$	4,638,671
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	492,947	$	450,723
Accrued expenses and other payables	474,653		475,384
Current maturities of long-term debt and short-term borrowings	423,091		54,366
Total current liabilities	1,390,691		980,473
Deferred income taxes	223,979		112,067
Other noncurrent liabilities	231,385		235,607
Long-term debt	1,115,478		1,015,415
Total liabilities	2,961,533		2,343,562
Commitments and contingencies (Note 15)
Stockholders' equity:
Common stock, par value $0.01 per share; authorized 200,000,000 shares; issued 129,060,664 shares; outstanding 120,490,407 and 120,586,589 shares	1,290		1,290
Additional paid-in capital	375,386		368,064
Accumulated other comprehensive loss	(85,730)		(84,820)
Retained earnings	3,040,554		2,162,925
Less treasury stock 8,570,257 and 8,474,075 shares at cost	(189,563)		(152,582)
Stockholders' equity	3,141,937		2,294,877
Stockholders' equity attributable to non-controlling interests	232		232
Total stockholders' equity	3,142,169		2,295,109
Total liabilities and stockholders' equity	$	6,103,702	$	4,638,671

See notes to condensed consolidated financial statements.

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COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
	Nine Months Ended May 31,
(in thousands)	2022		2021
Cash flows from (used by) operating activities:
Net earnings	$	928,632	$	260,552
Adjustments to reconcile net earnings to cash flows from (used by) operating activities:
Depreciation and amortization	125,943		125,176
Deferred income taxes and other long-term taxes	64,241		(17,175)
Stock-based compensation	37,856		35,558
Loss on debt extinguishment	16,052		16,841
Asset impairments	4,473		4,345
Other	1,449		243
Amortization of acquired unfavorable contract backlog	—		(4,540)
Net gain on disposals of assets	(276,106)		(9,390)
Changes in operating assets and liabilities	(660,793)		(317,378)
Net cash flows from operating activities	241,747		94,232

Cash flows from (used by) investing activities:
Acquisitions, net of cash acquired	(552,449)		—
Proceeds from the sale of property, plant and equipment and other	314,971		25,890
Capital expenditures	(294,346)		(127,395)
Proceeds from insurance	3,081		—
Other	—		(2,500)


Net cash flows used by investing activities	(528,743)		(104,005)

Cash flows from (used by) financing activities:
Proceeds from issuance of long-term debt, net	740,403		309,187
Repayments of long-term debt	(319,706)		(361,855)
Debt extinguishment costs	(13,642)		(13,128)
Debt issuance costs	(3,064)		(2,830)
Proceeds from accounts receivable facilities	327,665		145,864
Repayments under accounts receivable facilities	(290,666)		(118,312)
Treasury stock acquired	(55,597)		—
Dividends	(51,003)		(43,295)
Stock issued under incentive and purchase plans, net of forfeitures	(10,132)		(3,807)
Contribution from non-controlling interest	—		19
Net cash flows from (used by) financing activities	324,258		(88,157)
Effect of exchange rate changes on cash	(1,862)		(423)
Increase (decrease) in cash, restricted cash and cash equivalents	35,400		(98,353)
Cash, restricted cash and cash equivalents at beginning of period	501,129		544,964
Cash, restricted cash and cash equivalents at end of period	$	536,529	$	446,611

See notes to condensed consolidated financial statements.


Supplemental information:	Nine Months Ended May 31,
(in thousands)	2022		2021
Cash paid for income taxes	$	189,491	$	59,041
Cash paid for interest	34,394		43,403

Noncash activities:
Liabilities related to additions of property, plant and equipment	$	50,948	$	16,601

Cash and cash equivalents	$	410,265	$	443,120
Restricted cash	126,264		3,491
Total cash, restricted cash and cash equivalents	$	536,529	$	446,611

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COMMERCIAL METALS COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
	Three Months Ended May 31, 2022
	Common Stock									Treasury Stock
(in thousands, except share and per share data)	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Number of Shares	Amount		Non-controlling Interest		Total
Balance, March 1, 2022	129,060,664	$	1,290	$	366,162	$	(91,876)	$	2,745,117	(7,564,796)	$	(150,978)	$	232	$	2,869,947
Net earnings								312,429							312,429
Other comprehensive income						6,146									6,146
Dividends ($0.14 per share)								(16,992)							(16,992)
Treasury stock acquired										(1,006,387)	(38,587)				(38,587)
Issuance of stock under incentive and purchase plans, net of forfeitures				585						926	2				587
Stock-based compensation				8,639											8,639
Balance, May 31, 2022	129,060,664	$	1,290	$	375,386	$	(85,730)	$	3,040,554	(8,570,257)	$	(189,563)	$	232	$	3,142,169

	Nine Months Ended May 31, 2022
	Common Stock									Treasury Stock
(in thousands, except share and per share data)	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Number of Shares	Amount		Non-controlling Interest		Total
Balance, September 1, 2021	129,060,664	$	1,290	$	368,064	$	(84,820)	$	2,162,925	(8,474,075)	$	(152,582)	$	232	$	2,295,109
Net earnings								928,632							928,632
Other comprehensive loss						(910)									(910)
Dividends ($0.42 per share)								(51,003)							(51,003)
Treasury stock acquired										(1,501,387)	(55,597)				(55,597)
Issuance of stock under incentive and purchase plans, net of forfeitures				(28,748)						1,405,205	18,616				(10,132)
Stock-based compensation				26,979											26,979

Reclassification of share-based liability awards				9,091											9,091
Balance, May 31, 2022	129,060,664	$	1,290	$	375,386	$	(85,730)	$	3,040,554	(8,570,257)	$	(189,563)	$	232	$	3,142,169

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	Three Months Ended May 31, 2021
	Common Stock									Treasury Stock
(in thousands, except share and per share data)	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Number of Shares	Amount		Non-controlling Interest		Total
Balance, March 1, 2021	129,060,664	$	1,290	$	354,620	$	(102,140)	$	1,909,443	(8,552,449)	$	(153,952)	$	231	$	2,009,492
Net earnings								130,408							130,408
Other comprehensive income						23,290									23,290
Dividends ($0.12 per share)								(14,768)							(14,768)
Issuance of stock under incentive and purchase plans, net of forfeitures				(633)						77,556	1,362				729
Stock-based compensation				7,446											7,446


Balance, May 31, 2021	129,060,664	$	1,290	$	361,433	$	(78,850)	$	2,025,083	(8,474,893)	$	(152,590)	$	231	$	2,156,597

	Nine Months Ended May 31, 2021
	Common Stock									Treasury Stock
(in thousands, except share and per share data)	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Number of Shares	Amount		Non-controlling Interest		Total
Balance, September 1, 2020	129,060,664	$	1,290	$	358,912	$	(103,764)	$	1,807,826	(9,839,759)	$	(175,063)	$	212	$	1,889,413
Net earnings								260,552							260,552
Other comprehensive income						24,914									24,914
Dividends ($0.36 per share)								(43,295)							(43,295)
Issuance of stock under incentive and purchase plans, net of forfeitures				(26,280)						1,364,866	22,473				(3,807)
Stock-based compensation				23,381											23,381
Contribution of non-controlling interest													19		19
Reclassification of share-based liability awards				5,420											5,420
Balance, May 31, 2021	129,060,664	$	1,290	$	361,433	$	(78,850)	$	2,025,083	(8,474,893)	$	(152,590)	$	231	$	2,156,597

See notes to condensed consolidated financial statements.

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COMMERCIAL METALS COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. ACCOUNTING POLICIES

Basis of Presentation

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 year ended August 31, 2021 (the "2021 Form 10-K") filed by Commercial Metals Company ("CMC," and together with its consolidated subsidiaries, the "Company") with the Securities and Exchange Commission (the "SEC") and include all normal recurring adjustments necessary to present fairly the condensed consolidated balance sheets and the 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 consolidated financial statements and notes included in the 2021 Form 10-K. The results of operations for the three and nine month periods are not necessarily indicative of the results to be expected for the full fiscal year. Any reference in this Form 10-Q to the "corresponding period" relates to the relevant three or nine month period ended May 31, 2021.

Any reference in this Form 10-Q to a year refers to the fiscal year ended August 31st of that year, unless otherwise noted.

Recently Issued Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This standard is effective for annual periods beginning after December 15, 2022, including interim periods therein, with early adoption permitted. The guidance will be applied prospectively to acquisitions occurring on or after the effective date. The Company will continue to evaluate the impact of this guidance, which will depend on the contract assets and liabilities acquired in future business combinations.

In November 2021, the Financial Accounting Standards Board issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities About Government Assistance. ASU 2021-10 aims to increase the transparency of government assistance through the disclosure of the types of assistance, an entity's accounting for the assistance and the effect of the assistance on an entity's financial statements. This standard is effective for annual periods beginning after December 15, 2021, with early adoption permitted. The Company will continue to evaluate the impact of this guidance based on government assistance received.

NOTE 2. ACQUISITION

On April 25, 2022 (the "Acquisition Date"), the Company completed the acquisition of TAC Acquisition Corp. ("Tensar"). The total cash purchase price, net of $19.6 million cash acquired, was approximately $550 million, subject to customary purchase price adjustments, and was funded through domestic cash on-hand.

Tensar is a leading global provider of innovative ground stabilization and soil reinforcement solutions through two major product lines: Tensar® geogrids and Geopier® foundation systems, which are complementary to the Company's existing concrete reinforcement product lines within North America and Europe. Geogrids are polymer-based products used for ground stabilization, soil reinforcement, and asphalt optimization in construction applications, including roadways, public infrastructure, and industrial facilities. Geopier foundation systems are ground improvement solutions that increase the load-bearing characteristics of ground structures and working surfaces and can be applied in soil types and construction situations in which traditional support methods are impractical or would make a project infeasible.

Tensar’s end customers include commercial, industrial and residential site developers, mining and oil and gas companies, transportation authorities, coastal and waterway authorities and waste management companies. Tensar serves customers in more than 80 national markets through its manufacturing facilities, the largest of which are located in Morrow, Georgia and Blackburn, England. The acquired operations in North America are presented within our North America reportable segment, and the remaining acquired operations are presented within our Europe reportable segment.

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The Company accounts for business combinations by recognizing the assets acquired and liabilities assumed at the Acquisition Date fair value. In valuing acquired assets and liabilities, fair value estimates were determined using Level 3 inputs, including expected future cash flows and discount rates. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the Acquisition Date, the Company’s estimates are inherently uncertain and subject to refinement. The results of operations of Tensar are reflected in the Company’s condensed consolidated financial statements from the Acquisition Date. The financial statements are not retrospectively adjusted for any adjustments that occur during the allowable one-year measurement period (the "Measurement Period"). Rather, any adjustments to provisional amounts identified during the Measurement Period will be recorded in the reporting period in which the adjustment is determined.

The table below presents the preliminary fair value that was allocated to Tensar's assets and liabilities based upon fair values as determined by the Company as of the Acquisition Date:


(in thousands)	Estimated Fair Value
Cash and cash equivalents	$	19,551
Accounts receivable	38,188
Inventories	38,810
Prepaid and other current assets	14,143
Defined benefit pension plan	14,620
Property, plant and equipment	88,541
Intangible assets	260,500
Goodwill	187,861
Other noncurrent assets	19,430
Accounts payable	(12,468)
Accrued expenses and other payables	(23,307)
Current maturities of long-term debt	(3,277)
Deferred income taxes	(48,683)
Other noncurrent liabilities	(17,597)
Long-term debt	(4,312)
Total assets acquired and liabilities assumed	$	572,000

Inventories

The acquired inventory is comprised of finished goods, work in process and raw materials. The fair value of finished goods was calculated as the estimated selling price, adjusted for the selling costs, economic rents for use of intangibles assets involved with the disposal process and a reasonable profit margin. The fair value of work in process was calculated as the estimated selling price, adjusted for estimated costs to complete manufacturing, estimated selling costs and a reasonable profit margin. The fair value of raw materials approximates the historical carrying value or was calculated based on the estimated replacement cost. The portion of the total purchase accounting inventory adjustment recognized during the three and nine months ended May 31, 2022 was $2.2 million, which was reflected as cost of goods sold as the related inventory was sold.

Defined Benefit Pension Plan

The Company recognized a net asset of $14.6 million, representing the overfunded status of the acquired defined benefit pension plan. See Note 13, Employees' Retirement Plans, for more information on the acquired plan.

Property, Plant and Equipment

The fair value of real property was calculated using the cost approach for buildings and improvements and the sales comparison approach for land. The fair value of personal property was calculated using the cost approach. The cost approach measures the value by estimating the cost to acquire or construct comparable assets and adjusts for age and condition. The Company assigned real property a useful life ranging from 5 to 25 years and personal property a useful life ranging from 1 to 15 years.

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Goodwill

Goodwill from acquisitions represents the excess of the purchase price over the fair value of net assets acquired. The factors contributing to the amount of goodwill are based on strategic and synergistic benefits that are expected to be realized from the acquisition, due in part to the complementing markets for engineered construction ground reinforcement and concrete reinforcement. For the period ended May 31, 2022, the Company added $187.9 million of goodwill related to the Tensar acquisition. The recognized goodwill is not deductible for tax purposes.

Intangible Assets

The acquired intangible assets consist of:

(in thousands, except life in years)

Life in Years

Preliminary Fair Value

Developed technologies

1 to 11 years

147,900

Trade names

8 to 9 years or indefinite

57,000

Customer relationships

12 to 17 years

53,200

In-process research and development

Indefinite

2,400

The fair value of developed technology was calculated using the income approach under the excess earnings method and considers selling and marketing and research and development costs, which were allocated based on patent lifecycles.

The fair value of trade names was calculated using the income approach, under the relief from royalty method. The relief from royalty method considers revenue derived from the corporate and product-specific trade names, the strength and relevance of the trade names in the marketplace and management’s plans to utilize the trade names going forward.

The fair value of customer relationships was calculated using the income approach, under the with-and-without method. The with-and-without method considers opportunity costs associated with lost profits in the absence of the existing customer base.

The fair value of in-process research and development was calculated using the cost approach and considers development costs, profit mark-up and opportunity cost.

Deferred Income Taxes

Deferred income tax liabilities include the expected future U.S. federal, state and foreign tax consequences associated with temporary differences between the preliminary fair values of the assets acquired and liabilities assumed and the respective tax bases. Tax rates utilized in calculating the deferred tax liabilities represent the appropriate tax rate for each respective jurisdiction. Deferred tax liabilities may be adjusted during the Measurement Period as the Company finalizes tax returns for periods prior to the Acquisition Date.

Other Assets Acquired and Liabilities Assumed

The Company used historical carrying values for trade accounts receivable and payables, as well as certain other current and noncurrent assets and liabilities, as their carrying values represented the fair value of those items as of the Acquisition Date.

Financial Results

The following table summarizes the financial results of Tensar from the Acquisition Date through the end of the third quarter of fiscal 2022 that are included in the Company’s condensed consolidated statement of earnings and condensed consolidated statement of comprehensive income.


(in thousands)	From the Acquisition Date to May 31, 2022
Net sales	$	27,962
Earnings before income taxes	1,656

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Pro Forma Supplemental Information

Supplemental information on an unaudited pro forma basis is presented below as if the acquisition of Tensar occurred on September 1, 2020. The pro forma financial information is presented for comparative purposes only, based on certain factually supported estimates and assumptions, which the Company believes to be reasonable, but not necessarily indicative of future results of operations or the results that would have been reported if the acquisition had been completed on September 1, 2020. These results were not used as part of management's analysis of the financial results and performance of the Company. The pro forma adjustments do not reflect anticipated synergies, but rather include the nonrecurring impact of additional cost of sales from revalued inventory and the recurring income statement effects of fair value adjustments, such as depreciation and amortization. Further adjustments were made to remove the impact of Tensar's prior management fees, acquisition and integration expenses and interest on debt not assumed in the acquisition. The resulting tax effects of the business combination are also reflected below.


	Three Months Ended May 31,				Nine Months Ended May 31,
(in thousands)	2022		2021		2022		2021
Pro forma net sales	$	2,554,295	$	1,908,133	$	6,657,257	$	4,854,727
Pro forma net earnings	318,736		134,854		942,369		261,218

The pro forma results presented above include, but are not limited to, adjustments to remove the impact of $4.5 million and $7.6 million of acquisition and integration expenses from the three and nine months ended May 31, 2022, respectively. Results also reflect increased amortization expense from revalued intangible assets of $1.9 million and $8.1 million in the three and nine months ended May 31, 2022, respectively, and $3.1 million and $9.3 million in the three and nine months ended May 31, 2021, respectively. The three and nine months ended May 31, 2022 include adjustments to remove $2.2 million of increased cost of goods sold as a result of the revaluation of inventory, which similarly resulted in an $8.7 million increase to cost of goods sold in the nine months ended May 31, 2021.

NOTE 3. CHANGES IN BUSINESS

Facility Closure and Disposition

In October 2019, the Company closed the melting operations at its Rancho Cucamonga facility, which was part of the North America segment, and in August 2020, the Company announced plans to sell the facility. Additionally, in September 2021, the Company ceased operations at a rebar fabrication facility adjacent to the Rancho Cucamonga facility. Due to these closures, the Company recorded $13.4 million of expenses in the nine months ended May 31, 2021, all of which were recorded in the first two quarters of 2021, related to asset impairments, severance, pension curtailment, environmental obligations and vendor agreement terminations. Expenses recorded in the three and nine months ended May 31, 2022 were immaterial. The closures did not meet the criteria for discontinued operations.

As of August 31, 2021, the associated assets of the Rancho Cucamonga facility and the adjacent rebar fabrication facility ("the Rancho Cucamonga facilities"), comprised of property, plant and equipment, net, met the criteria for classification as held for sale. As such, the Company classified $24.9 million within assets held for sale in the Company's consolidated balance sheet as of August 31, 2021.

On September 29, 2021, the Company entered into a definitive agreement to sell the assets associated with the Rancho Cucamonga facilities. On December 28, 2021, the sale of the Rancho Cucamonga facilities was completed for gross proceeds of $313.0 million. A portion of the gross proceeds amounting to $39.0 million were set aside in a restricted cash account to facilitate the purchase of like-kind assets. In January 2022, the Company used $7.5 million of the restricted cash on a purchase of a like-kind asset. The remaining balance of $31.5 million was included in restricted cash as of May 31, 2022.

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NOTE 4. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables reflect the changes in accumulated other comprehensive income (loss) ("AOCI"):


	Three Months Ended May 31, 2022
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Obligation		Total AOCI
Balance, March 1, 2022	$	(159,829)	$	68,886	$	(933)	$	(91,876)
Other comprehensive income (loss) before reclassifications	(14,668)		32,302		(7)		17,627
Reclassification for gain (1)	—		(6,342)		—		(6,342)
Income tax (expense) benefit	—		(5,140)		1		(5,139)
Net other comprehensive income (loss)	(14,668)		20,820		(6)		6,146
Balance, May 31, 2022	$	(174,497)	$	89,706	$	(939)	$	(85,730)

	Nine Months Ended May 31, 2022
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Obligation		Total AOCI
Balance, September 1, 2021	$	(105,680)	$	21,781	$	(921)	$	(84,820)
Other comprehensive income (loss) before reclassifications	(68,817)		100,820		(23)		31,980
Reclassification for gain (1)	—		(16,667)		—		(16,667)
Income tax (expense) benefit	—		(16,228)		5		(16,223)
Net other comprehensive income (loss)	(68,817)		67,925		(18)		(910)
Balance, May 31, 2022	$	(174,497)	$	89,706	$	(939)	$	(85,730)



	Three Months Ended May 31, 2021
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Obligation		Total AOCI
Balance, March 1, 2021	$	(94,856)	$	(2,760)	$	(4,524)	$	(102,140)
Other comprehensive income (loss) before reclassifications	11,775		14,056		(14)		25,817
Reclassification for gain (1)	—		(719)		—		(719)
Income tax expense	—		(1,808)		—		(1,808)
Net other comprehensive income (loss)	11,775		11,529		(14)		23,290
Balance, May 31, 2021	$	(83,081)	$	8,769	$	(4,538)	$	(78,850)

	Nine Months Ended May 31, 2021
(in thousands)	Foreign Currency Translation		Derivatives		Defined Benefit Obligation		Total AOCI
Balance, September 1, 2020	$	(87,933)	$	(11,334)	$	(4,497)	$	(103,764)
Other comprehensive income (loss) before reclassifications	4,852		25,028		(48)		29,832
Reclassification for gain (1)	—		(1,106)		—		(1,106)
Income tax (expense) benefit	—		(3,819)		7		(3,812)
Net other comprehensive income (loss)	4,852		20,103		(41)		24,914
Balance, May 31, 2021	$	(83,081)	$	8,769	$	(4,538)	$	(78,850)

_________________

(1) Reclassifications for gains on derivatives included in net earnings are recorded in cost of goods sold in the condensed consolidated statements of earnings.

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NOTE 5. REVENUE RECOGNITION

Each fabricated product contract sold by the North America segment represents a single performance obligation. Revenue from contracts where the Company provides fabricated product and installation services is recognized over time using an input measure, and these contracts represented 7% and 8% of net sales in the North America segment in the three and nine months ended May 31, 2022, respectively, and 7% and 10% of net sales in the North America segment in the three and nine months ended May 31, 2021, respectively. Revenue from contracts where the Company does not provide installation services is recognized over time using an output measure, and these contracts represented 8% of net sales in the North America segment in both the three and nine months ended May 31, 2022, and 9% of net sales in the North America segment in both the three and nine months ended May 31, 2021. Remaining net sales in the North America segment were recognized at a point in time concurrent with the transfer of control, or as amounts were billed to the customer under an available practical expedient.

The following table provides information about assets and liabilities from contracts with customers:

(in thousands)

May 31, 2022

August 31, 2021