Core Points - Cielo Waste Solutions Corp. held its annual general and special meeting of shareholders on June 24, 2025, where all proposed business items were approved [2][3] - The company is continuing a private placement offering of up to 60,000,000 units at a price of $0.05 per unit, aiming for gross proceeds of up to C$3,000,000, with closing anticipated around July 18, 2025 [3] Company Overview - Cielo Waste Solutions Corp. focuses on transforming waste materials into high-value products, addressing global waste challenges and contributing to the circular economy while reducing carbon emissions [5] - The company aims to be a leader in the wood by-product-to-fuels industry by utilizing environmentally friendly and economically sustainable technologies [5]

Core Insights - Commercial Metals Company (CMC) reported adjusted earnings per share (EPS) of 74 cents for Q3 fiscal 2025, missing the Zacks Consensus Estimate of 85 cents and reflecting a 27.5% decline year over year [1][10] Financial Performance - Net sales for the quarter were $2.02 billion, slightly down from $2.08 billion in the previous year but exceeding the Zacks Consensus Estimate of $2.01 billion [2] - Cost of goods sold decreased by 1% year over year to $1.72 billion, while gross profit fell 11.9% to $300 million [2] - Core EBITDA was reported at $204 million, down 20.3% year over year [2] Segment Performance - North America Steel Group generated net sales of $1.56 billion, down from $1.67 billion year over year, with adjusted EBITDA of approximately $186 million compared to $246 million in the prior year [3] - Europe Steel Group's revenues increased by 18.6% year over year to $247.6 million, with adjusted EBITDA turning positive at $3.6 million [4] - Emerging Businesses Group reported net sales of $197 million, up from $188.5 million year over year, with adjusted EBITDA growth of 7.9% [5] Cash Flow and Balance Sheet - Cash and cash equivalents at the end of Q3 fiscal 2025 were $893 million, up from $858 million at the end of fiscal 2024 [6] - Long-term debt increased to $1.30 billion from $1.15 billion at the end of fiscal 2024 [6] - Cash generated from operating activities for the nine months ended May 31, 2025, was around $400 million, down from $548 million in the prior year [6] Dividend Declaration - The company declared a quarterly dividend of 18 cents per share, payable on July 9 to shareholders of record as of June 30, 2025 [7] Future Outlook - CMC anticipates improved consolidated financial results in Q4 fiscal 2025 compared to Q3 [8] - The North America Steel Group's adjusted EBITDA margin is expected to increase sequentially, driven by higher steel product margins [9] - Financial results for the Emerging Businesses Group are projected to improve both sequentially and year over year due to project backlogs [9]

PART I — FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements and key notes, including a significant litigation expense Condensed Consolidated Statements of Earnings (Loss) Highlights | (in thousands, except per share data) | Three Months Ended May 31, 2025 | Three Months Ended May 31, 2024 | Nine Months Ended May 31, 2025 | Nine Months Ended May 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Net sales** | $2,019,984 | $2,078,485 | $5,683,962 | $5,929,823 | | **Net earnings (loss)** | $83,126 | $119,440 | $(67,119) | $381,560 | | **Diluted earnings (loss) per share** | $0.73 | $1.02 | $(0.59) | $3.25 | Condensed Consolidated Balance Sheets Highlights | (in thousands) | May 31, 2025 | August 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $3,358,709 | $3,292,768 | | **Total assets** | $6,993,823 | $6,817,839 | | **Total current liabilities** | $1,175,416 | $834,850 | | **Total liabilities** | $2,896,061 | $2,517,815 | | **Total stockholders' equity** | $4,097,762 | $4,300,024 | Condensed Consolidated Statements of Cash Flows Highlights | (in thousands) | Nine Months Ended May 31, 2025 | Nine Months Ended May 31, 2024 | | :--- | :--- | :--- | | **Net cash flows from operating activities** | $399,865 | $547,891 | | **Net cash flows used by investing activities** | $(262,621) | $(240,947) | | **Net cash flows used by financing activities** | $(102,978) | $(202,662) | [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Details accounting policies, segment performance, debt, share repurchases, and a $358.5 million litigation expense - The company is an innovative solutions provider for the global construction sector, with a manufacturing network in the U.S. and Central Europe[22](index=22&type=chunk) - A significant litigation expense of **$358.5 million** was recorded in the nine months ended May 31, 2025, related to the Pacific Steel Group (PSG) lawsuit judgment, which the company is appealing[70](index=70&type=chunk) - In May 2025, the company issued **$150.0 million** in tax-exempt Series 2025 Bonds to finance construction costs for facilities in West Virginia[43](index=43&type=chunk) - The company repurchased **2,939,098 shares for $148.9 million** during the nine months ended May 31, 2025, with **$254.9 million** remaining authorized for repurchase[68](index=68&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Analyzes decreased net sales and earnings driven by margin compression and a major litigation expense - The decrease in net earnings for the nine months ended May 31, 2025, was primarily due to a litigation-related expense of approximately **$271.0 million (net of tax)** and margin compression[99](index=99&type=chunk) - The company is constructing its fourth micro mill in West Virginia with an expected investment of **$550.0 million to $600.0 million**, with production to begin in spring 2026[85](index=85&type=chunk)[86](index=86&type=chunk) - On February 10, 2025, President Trump re-imposed Section 232's **25% tariffs** on steel imports, later increased to **50%** for most countries, creating an uncertain market backdrop[88](index=88&type=chunk)[89](index=89&type=chunk) - The company anticipates 2025 capital spending to range from **$425 million to $475 million**, primarily for the development of its fourth micro mill[120](index=120&type=chunk)[121](index=121&type=chunk) [Results of Operations Summary](index=27&type=section&id=Results%20of%20Operations%20Summary) Reports a 4% decrease in net sales and a net loss of $67.1 million due to litigation costs and lower margins Financial Results Overview (Nine Months Ended May 31) | (in thousands, except per share data) | 2025 | 2024 | | :--- | :--- | :--- | | **Net sales** | $5,683,962 | $5,929,823 | | **Net earnings (loss)** | $(67,119) | $381,560 | | **Diluted earnings (loss) per share** | $(0.59) | $3.25 | - SG&A expenses increased by **$23.2 million** for the nine months ended May 31, 2025, mainly due to a **$21.7 million** rise in employee-related expenses[100](index=100&type=chunk) - A litigation expense of **$358.5 million** related to the PSG litigation was recorded during the nine months ended May 31, 2025[102](index=102&type=chunk) [Segment Operating Data](index=29&type=section&id=SEGMENT%20OPERATING%20DATA) Details varied segment performance, with North America's adjusted EBITDA falling while Europe's saw a slight increase North America Steel Group Performance (Nine Months Ended May 31) | (in thousands, except per ton amounts) | 2025 | 2024 | | :--- | :--- | :--- | | **Net sales to external customers** | $4,467,771 | $4,750,210 | | **Adjusted EBITDA** | $503,007 | $735,418 | | **Steel products metal margin per ton** | $489 | $538 | Europe Steel Group Performance (Nine Months Ended May 31) | (in thousands) | 2025 | 2024 | | :--- | :--- | :--- | | **Net sales to external customers** | $655,026 | $626,481 | | **Adjusted EBITDA** | $30,184 | $26,139 | Emerging Businesses Group Performance (Nine Months Ended May 31) | (in thousands) | 2025 | 2024 | | :--- | :--- | :--- | | **Net sales to external customers** | $525,733 | $521,826 | | **Adjusted EBITDA** | $87,091 | $87,011 | - The Corporate and Other adjusted EBITDA loss increased by **$355.5 million** for the nine-month period, primarily due to the **$358.5 million** contingent litigation-related loss[113](index=113&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) Confirms sufficient liquidity from operations despite potential adverse effects from the PSG litigation Liquidity Sources (as of May 31, 2025) | (in thousands) | Availability | | :--- | :--- | | **Cash and cash equivalents** | $892,998 | | **Revolver** | $599,041 | | **Poland credit facilities** | $157,632 | | **Poland accounts receivable facility** | $76,905 | - Capital expenditures for the nine months ended May 31, 2025, increased by **$51.1 million** year-over-year, mainly for the construction of the fourth micro mill[127](index=127&type=chunk) - The company repurchased **$148.9 million** of its common stock in the nine months ended May 31, 2025, an increase of **$20.7 million** from the prior year period[122](index=122&type=chunk)[129](index=129&type=chunk) - Unless the PSG litigation verdict is overturned, the judgment would have a **material adverse effect** on the company's liquidity and financial condition[125](index=125&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Indicates no material changes in market risk exposure except for a 20% increase in foreign currency contract commitments - Total gross foreign currency exchange contract commitments increased by **$44.4 million, or 20%**, to **$269.6 million** as of May 31, 2025, from August 31, 2024[48](index=48&type=chunk)[139](index=139&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Confirms the effectiveness of disclosure controls and procedures with no material changes in internal controls - Management concluded that the company's disclosure controls and procedures were **effective** as of the end of the period covered by the report (May 31, 2025)[141](index=141&type=chunk) - **No changes** occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[142](index=142&type=chunk) PART II — OTHER INFORMATION [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) Details a significant legal proceeding with PSG resulting in a $358.5 million litigation expense, which is under appeal - A jury returned a verdict in favor of PSG for **$110.0 million**, which was subsequently trebled by law, leading the company to record a **$358.5 million** litigation expense[143](index=143&type=chunk) - The company is **vigorously pursuing all available avenues** to have the verdict and judgment overturned and has a pending motion for a new trial[143](index=143&type=chunk) - A second lawsuit by PSG is ongoing, alleging violations of California state antitrust laws, for which the company has **not recorded a liability** as a loss is not considered probable[144](index=144&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) Highlights risks from uncertain U.S. trade policies and excess global and domestic steelmaking capacity - Enhanced U.S. tariffs and trade barriers create **significant uncertainty**, potentially leading to economic decline and reduced demand for the company's products[147](index=147&type=chunk)[148](index=148&type=chunk) - **Excess global steelmaking capacity**, especially from China, and new domestic projects could lead to lower U.S. steel prices, adversely affecting sales, margins, and profitability[150](index=150&type=chunk)[152](index=152&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Reports the repurchase of 1.1 million shares in Q3, with $254.9 million remaining under the buyback program Issuer Purchases of Equity Securities (Quarter Ended May 31, 2025) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Approximate Dollar Value of Shares that May Yet Be Purchased | | :--- | :--- | :--- | :--- | | **March 2025** | 377,267 | $44.55 | $288,540,680 | | **April 2025** | 393,819 | $42.68 | $271,733,312 | | **May 2025** | 341,928 | $49.15 | $254,926,656 | | **Total** | **1,113,014** | | | [Other Information](index=37&type=section&id=Item%205.%20Other%20Information) States that no directors or executive officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter - **No director or executive officer** adopted or terminated a Rule 10b5-1 trading arrangement during the third quarter of fiscal 2025[158](index=158&type=chunk) [Exhibits](index=38&type=section&id=Item%206.%20Exhibits) Lists filed exhibits, including SOX certifications, agreements, and Inline XBRL data files

Core Viewpoint - Cielo Waste Solutions Corp. is undergoing significant financial restructuring, including a settlement agreement with Expander Energy Inc. and plans for a shareholder meeting to address governance and debt settlement through securities issuance [1][2][3]. Settlement Agreement - Cielo has executed a settlement agreement with Expander Energy Inc. and related parties to unwind certain transactions, with a payment of C$748,208.79 required, which has not yet been made [2]. - A notice of breach has been received from Expander, but Cielo is negotiating an extension of the closing date [2]. Shareholder Meeting - The shareholder meeting is scheduled for June 24, 2025, where only incumbent directors are expected to be elected due to no other nominations received [3][4]. - The meeting will be held in person and will include a presentation and Q&A session via a webinar [5]. Securities for Debt Transactions - Cielo plans to settle an increased aggregate debt amount of $1,967,766 through the issuance of securities, correcting a previous announcement regarding the number of repayment units [6][7]. - The company intends to issue 33,523,132 repayment units at $0.05 each to settle $1,676,167 of the debt, and 5,832,180 common shares at the same price to settle $291,609 owed to insiders [7][8]. - These transactions are subject to approval from the TSX Venture Exchange and will have a hold period of four months post-issuance [10].

Financial Data and Key Metrics Changes - CMC reported net earnings of $83.1 million or $0.73 per diluted share on net sales of $2 billion, with adjusted earnings of $84.4 million or $0.74 per diluted share, down from $119.4 million and $1.20 per diluted share in the prior year period [8][30] - Consolidated core EBITDA was $204.1 million with a core EBITDA margin of 10.1%, compared to $256.1 million and 12.3% in the prior year period [30][32] - North American Steel Group generated adjusted EBITDA of $186 million, down 24% year-over-year, with an adjusted EBITDA margin of 11.9%, compared to 14.7% in the previous year [32][33] Business Line Data and Key Metrics Changes - North American Steel Group experienced a sequential improvement in steel product margins, exiting the quarter at a steel product metal margin of $518 per ton, which is $19 per ton higher than the quarter average [33][34] - Emerging Business Group net sales increased by 4.7% year-over-year to $197.5 million, with adjusted EBITDA rising by 7% to $40.9 million, driven by strong demand for proprietary products [35] - Europe Steel Group reported adjusted EBITDA of $3.6 million, an improvement from a loss of $4.2 million in the prior year, due to increased shipment volume and cost management efforts [36][37] Market Data and Key Metrics Changes - Finished steel shipments in North America increased by 3.2% year-over-year, while combined daily rebar shipments grew by approximately 1.3% [34] - The Dodge Momentum Index, a measure of construction planning activity, is near an all-time high, indicating robust construction pipeline activity [9] - Demand for infrastructure activity is strengthening, particularly in key Sunbelt states, which is expected to continue for at least the next couple of years [10][11] Company Strategy and Development Direction - CMC is executing a strategy aimed at enhancing financial profiles and driving value-accretive growth, focusing on operational excellence and organic growth [6][22] - The company anticipates achieving approximately $50 million of EBITDA benefit from its TAG program in fiscal year 2025, with a target of over $100 million in annual run rate EBITDA benefits when fully realized [24][25] - CMC is targeting attractive adjacencies in the early-stage construction market, with a focus on maintaining a net debt to EBITDA ratio below two times [28] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the long-term outlook, citing strong structural drivers for construction activity, including infrastructure investment and reshoring industrial capacity [11][12] - The company expects consolidated financial results in the fourth quarter to improve compared to the third quarter, with anticipated increases in finished steel shipments and adjusted EBITDA margins [44] - Management acknowledged the impact of economic uncertainty and elevated interest rates but remains confident in the resilience of primary end markets [10][11] Other Important Information - CMC's cash and cash equivalents totaled $893 million, with total liquidity exceeding $1.7 billion, providing flexibility for strategic growth projects and shareholder returns [38][39] - The company plans to invest between $425 million and $475 million in capital expenditures for fiscal year 2025, down from previous guidance due to delays in certain expenditures [40][41] - CMC returned approximately $71 million to shareholders during the third quarter, repurchasing about 1.1 million shares [42] Q&A Session Summary Question: What drove the lower steel product volumes in North America? - Management noted outages late in the quarter affected production, leading to lower inventories and higher costs, but expressed confidence in a strong fourth quarter [50][51] Question: Are rebar prices gaining traction? - Management indicated a focus on value over volume and is monitoring pricing dynamics closely, with a balanced approach to pricing strategies [54][56] Question: Update on Arizona Two's utilization rate? - Management reported good progress, expecting to exit the year at around 70% to 75% utilization, with a profit anticipated in the fourth quarter [62][63] Question: Confirmation on West Virginia mill ramp-up timing? - Management confirmed the ramp-up is planned for the first half of the year, with delays attributed to compliance with tax credit requirements, not market conditions [68][71] Question: Insights on inorganic growth opportunities? - Management highlighted a good pipeline of potential acquisitions, emphasizing discipline in evaluating opportunities and the importance of achieving synergies [80][84]

Financial Data and Key Metrics Changes - CMC reported net earnings of $83.1 million or $0.73 per diluted share on net sales of $2 billion, with adjusted earnings of $84.4 million or $0.74 per diluted share, reflecting a decline from the prior year period [7][29] - Consolidated core EBITDA was $204.1 million with a core EBITDA margin of 10.1%, down from 12.3% in the prior year period [30] - North American Steel Group adjusted EBITDA decreased 24% year-over-year to $186 million, with an adjusted EBITDA margin of 11.9% compared to 14.7% in the previous year [30][31] Business Line Data and Key Metrics Changes - North American Steel Group experienced lower margins over scrap, impacting profitability, while Emerging Business Group's net sales increased by 4.7% year-over-year to $197.5 million, with adjusted EBITDA up 7% [30][34] - Europe Steel Group reported adjusted EBITDA of $3.6 million, a significant improvement from a loss of $4.2 million in the prior year, driven by increased shipment volumes and cost management efforts [35][36] Market Data and Key Metrics Changes - Finished steel shipments in North America increased by 3.2% year-over-year, with daily rebar shipments growing approximately 1.3% [33] - The construction and industrial activity remained resilient, with strong demand signals in both non-residential and infrastructure markets, despite economic uncertainties [9][10] Company Strategy and Development Direction - CMC is executing a strategy aimed at enhancing financial profiles and achieving higher, more stable margins and cash flows through operational excellence and strategic growth initiatives [6][22] - The company is focused on value-accretive organic growth, particularly through its micro mill projects, which are expected to contribute significantly to EBITDA [24][25] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the long-term outlook, citing strong structural drivers for construction activity, including infrastructure investment and reshoring trends [11][12] - The company anticipates improved financial results in the fourth quarter, driven by seasonal trends and higher steel product margins [41][42] Other Important Information - CMC's cash and cash equivalents totaled $893 million, with total liquidity exceeding $1.7 billion, providing flexibility for strategic growth and shareholder returns [37][38] - The company expects to invest between $425 million and $475 million in capital expenditures for fiscal 2025, down from previous guidance due to project delays [39][40] Q&A Session Summary Question: Steel products volumes in North America - Management acknowledged that steel product volumes were up only 7% sequentially due to outages and challenges in production, but expects a strong fourth quarter with volumes following normal seasonal trends [45][46][48] Question: U.S. rebar pricing - Management noted that while they do not discuss prices directly, they are focused on creating value over volume and will continue to monitor pricing dynamics [51][52][54] Question: Update on Arizona two utilization rate - Management reported good progress with Arizona two, expecting to exit the year at around 70% to 75% utilization and anticipates profitability in the fourth quarter [58][61] Question: West Virginia project delays - Management clarified that delays were due to tax credit compliance and weather issues, not market conditions, and expressed optimism about future demand [64][70] Question: Inorganic growth opportunities - Management indicated a good pipeline for potential acquisitions, emphasizing discipline in evaluating opportunities and the importance of achieving synergies to enhance value [75][79]

Core Insights - Commercial Metals (CMC) reported revenue of $2.02 billion for the quarter ended May 2025, a decrease of 2.8% year-over-year, with EPS at $0.74 compared to $1.02 in the same quarter last year [1] - The revenue exceeded the Zacks Consensus Estimate of $2.01 billion by 0.49%, while the EPS fell short of the consensus estimate of $0.85 by 12.94% [1] Financial Performance Metrics - Average selling price per ton for raw materials in North America was $809, below the estimated $951.15 [4] - Steel products metal margin per ton in Europe was $293, slightly above the estimated $289.43 [4] - Average selling price per ton for downstream products in North America was $1,212, lower than the estimated $1,252.19 [4] - Cost of ferrous scrap utilized per ton in North America was $360, compared to the estimated $353.17 [4] - Steel products metal margin per ton in North America was $499, slightly above the estimated $495.12 [4] - External tons shipped for steel products in Europe totaled 359 thousand, exceeding the estimated 317.31 thousand [4] - Steel products tons shipped in North America were 798 thousand, below the estimated 812.17 thousand [4] Sales Performance - Net sales from external customers in North America were $1.56 billion, below the estimated $1.60 billion, representing a 6.5% decrease year-over-year [4] - Net sales from external customers in Corporate and Other were $12.65 million, slightly below the estimated $13.13 million, but showed a 30.1% increase year-over-year [4] - Net sales from external customers in Europe were $247.59 million, exceeding the estimated $215.88 million, reflecting an 18.6% year-over-year increase [4] Stock Performance - Shares of Commercial Metals have returned +5.5% over the past month, outperforming the Zacks S&P 500 composite's +0.5% change [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating expected performance in line with the broader market in the near term [3]

Financial Performance - Q3 Net Earnings reached $83.1 million[16] - Q3 Adjusted Earnings amounted to $84.4 million[16] - Q3 Core EBITDA was $204.1 million, with a Core EBITDA Margin of 10.1%[16] - Last 12 Months ROIC stood at 6.5%[16] Strategic Initiatives & Outlook - The company is executing a strategy to enhance its financial profile, exceeding targeted benefits from the Transform, Advance, Grow (TAG) program[15] - North American segment results improved sequentially, with steel product margins inflecting upward[15] - The company anticipates consolidated financial results in Q4 2025 to improve from Q3 levels, with higher margins over scrap on steel products in North America[41] Emerging Businesses Group (EBG) - EBG's L12M adjusted EBITDA was $130 million, with an EBITDA margin of 18%[37] - EBG contributed 15% of the company's total segment EBITDA[37] - Q3 net sales for EBG were up 4.7% year-over-year, while adjusted EBITDA increased by 7.0%[41] Europe Steel Group - Europe Steel Group exceeded breakeven performance during the quarter, with green shoots continuing to emerge[15] - Shipments for Europe Steel Group were up by 20.9% on a year-over-year basis[41]

Earnings Performance - Commercial Metals (CMC) reported quarterly earnings of $0.74 per share, missing the Zacks Consensus Estimate of $0.85 per share, and down from $1.02 per share a year ago [1] - The earnings surprise was -12.94%, and the company has not surpassed consensus EPS estimates over the last four quarters [2] - The company posted revenues of $2.02 billion for the quarter, surpassing the Zacks Consensus Estimate by 0.49%, but down from $2.08 billion year-over-year [3] Stock Performance - Commercial Metals shares have declined approximately 1.9% since the beginning of the year, while the S&P 500 has gained 1.5% [4] - The current Zacks Rank for the stock is 3 (Hold), indicating expected performance in line with the market in the near future [7] Future Outlook - The current consensus EPS estimate for the upcoming quarter is $1.12 on revenues of $2.09 billion, and for the current fiscal year, it is $3.02 on revenues of $7.76 billion [8] - The outlook for the Steel - Producers industry is positive, ranking in the top 34% of over 250 Zacks industries, suggesting potential for outperformance [9]

[Financial Highlights](index=1&type=section&id=Financial%20Highlights) CMC reported Q3 FY2025 net earnings of $83.1 million, with sequential improvement driven by better North America steel margins and the exceeding targets of the TAG program Q3 FY2025 Key Financial Metrics | Metric | Q3 FY2025 | Q3 FY2024 | | :--- | :--- | :--- | | Net Sales | $2.0 billion | $2.1 billion | | Net Earnings | $83.1 million | $119.4 million | | Diluted EPS | $0.73 | $1.02 | | Adjusted Earnings | $84.4 million | $119.6 million | | Adjusted Diluted EPS | $0.74 | $1.02 | | Consolidated Core EBITDA | $204.1 million | $256.1 million | | Core EBITDA Margin | 10.1% | 12.3% | - Strategic initiatives and market conditions are key drivers: - The Transform, Advance, Grow ("TAG") program is gaining momentum and delivering EBITDA benefits ahead of schedule, with an expected annual run-rate to exceed **$100 million**[3](index=3&type=chunk)[4](index=4&type=chunk) - Domestic construction markets remained resilient, with healthy shipment levels and a stable downstream backlog[3](index=3&type=chunk)[4](index=4&type=chunk) - The company is confident in its performance for the remainder of the fiscal year, supported by its exposure to the growing U.S. public infrastructure market and structural trends like reshoring and energy transition[3](index=3&type=chunk)[4](index=4&type=chunk) [Business Segment Review](index=2&type=section&id=Business%20Segments%20-%20Fiscal%20Third%20Quarter%202025%20Review) The company's segments showed varied results, with North America improving, Emerging Businesses growing, and Europe returning to profitability [North America Steel Group](index=2&type=section&id=North%20America%20Steel%20Group) North America Steel Group's Adjusted EBITDA decreased year-over-year but improved sequentially due to increased shipments and rising margins North America Steel Group Performance (Q3 FY2025 vs Q3 FY2024) | Metric | Q3 FY2025 | Q3 FY2024 | Change | | :--- | :--- | :--- | :--- | | Adjusted EBITDA | $186.0 million | $246.3 million | -24.5% | | Adjusted EBITDA Margin | 11.9% | 14.7% | -280 bps | | Steel Products Metal Margin | $499 / ton | $538 / ton | -$39 / ton | - Demand remained solid, with finished steel shipments growing **1.6% year-over-year** and **10.4% sequentially**[8](index=8&type=chunk) - The pipeline for future construction projects is healthy, supported by robust bidding activity and stable downstream backlog volumes[8](index=8&type=chunk) [Emerging Businesses Group (EBG)](index=3&type=section&id=Emerging%20Businesses%20Group) The Emerging Businesses Group reported strong results with net sales and Adjusted EBITDA growth, driven by Performance Reinforcing Steel demand Emerging Businesses Group Performance (Q3 FY2025 vs Q3 FY2024) | Metric | Q3 FY2025 | Q3 FY2024 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $197.5 million | $188.6 million | +4.7% | | Adjusted EBITDA | $40.9 million | $38.2 million | +7.0% | | Adjusted EBITDA Margin | 20.7% | 20.3% | +40 bps | - Profitability was driven by strong project-related shipments of Performance Reinforcing Steel[11](index=11&type=chunk) - Future market condition indicators, such as project quotes and new planning activity, remain at healthy levels[11](index=11&type=chunk) [Europe Steel Group](index=3&type=section&id=Europe%20Steel%20Group) The Europe Steel Group achieved a significant turnaround, returning to profitability due to improved market conditions and cost control Europe Steel Group Performance (Q3 FY2025 vs Q3 FY2024) | Metric | Q3 FY2025 | Q3 FY2024 | Change | | :--- | :--- | :--- | :--- | | Adjusted EBITDA | $3.6 million | ($4.2 million) | N/A (Turnaround) | | Adjusted EBITDA Margin | 1.5% | (2.0%) | +350 bps | - Market conditions improved due to solid Polish economic conditions and reduced imports, leading to better supply-demand balance[12](index=12&type=chunk) - The average selling price increased by **$51 per ton** sequentially[12](index=12&type=chunk) [Financial Condition and Liquidity](index=2&type=section&id=Financial%20Condition%20and%20Liquidity) The company maintained a strong balance sheet and liquidity, continuing capital returns via share repurchases and consistent dividends - **Liquidity:** As of May 31, 2025, cash and cash equivalents totaled **$893.0 million**, with over **$1.7 billion** in available liquidity[7](index=7&type=chunk) - **Share Repurchases:** Repurchased **1,113,014 shares** for **$50.4 million** during the quarter, with **$254.9 million** remaining under current authorization[7](index=7&type=chunk) - **Dividends:** The board declared a quarterly dividend of **$0.18 per share**, marking the **243rd consecutive quarterly payment**[8](index=8&type=chunk) [Outlook](index=3&type=section&id=Outlook) Management expects Q4 FY2025 results to improve, driven by higher North America steel margins, strong Emerging Businesses, and improved European fundamentals - **North America Steel Group:** Adjusted EBITDA margin is expected to increase sequentially due to higher steel product margins over scrap[14](index=14&type=chunk)[15](index=15&type=chunk) - **Emerging Businesses Group:** Financial results are expected to improve on both a sequential and year-over-year basis[14](index=14&type=chunk)[15](index=15&type=chunk) - **Europe Steel Group:** Expected to receive a CO2 credit of approximately **$28 million**; excluding this, adjusted EBITDA is still projected to increase sequentially[14](index=14&type=chunk)[15](index=15&type=chunk) - The long-term strategy focuses on enhancing margins and cash flow through the TAG program, value-accretive organic growth projects, and complementary acquisitions to capitalize on structural trends in the domestic construction market[15](index=15&type=chunk) [Financial Statements (Unaudited)](index=7&type=section&id=Financial%20Statements%20%28Unaudited%29) This section provides unaudited condensed consolidated financial statements, with nine-month results impacted by a significant litigation expense [Condensed Consolidated Statements of Earnings (Loss)](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Earnings%20%28Loss%29) For Q3 FY2025, net earnings were $83.1 million on $2.02 billion net sales, with a nine-month net loss due to a $358.5 million litigation expense Q3 Statement of Earnings Summary (in thousands) | Account | Three Months Ended May 31, 2025 | Three Months Ended May 31, 2024 | | :--- | :--- | :--- | | Net sales | $2,019,984 | $2,078,485 | | Earnings before income taxes | $109,512 | $160,307 | | Net earnings | $83,126 | $119,440 | | Diluted EPS | $0.73 | $1.02 | Nine-Month Statement of Earnings Summary (in thousands) | Account | Nine Months Ended May 31, 2025 | Nine Months Ended May 31, 2024 | | :--- | :--- | :--- | | Net sales | $5,683,962 | $5,929,823 | | Litigation expense | $358,496 | $0 | | Loss before income taxes | ($85,688) | $501,921 | | Net (loss) earnings | ($67,119) | $381,560 | [Condensed Consolidated Balance Sheets](index=11&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of May 31, 2025, the balance sheet shows total assets of $7.0 billion and total liabilities of $2.9 billion, impacted by a new $358.5 million litigation loss Balance Sheet Summary (in thousands) | Account | May 31, 2025 | August 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $892,998 | $857,922 | | Total current assets | $3,358,709 | $3,292,768 | | Total assets | $6,993,823 | $6,817,839 | | Total current liabilities | $1,175,416 | $834,850 | | Total liabilities | $2,896,061 | $2,517,815 | | Total stockholders' equity | $4,097,762 | $4,300,024 | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended May 31, 2025, net cash from operating activities decreased, with significant cash used for investing and financing activities Cash Flow Summary (Nine Months Ended, in thousands) | Category | May 31, 2025 | May 31, 2024 | | :--- | :--- | :--- | | Net cash flows from operating activities | $399,865 | $547,891 | | Net cash flows used by investing activities | ($262,621) | ($240,947) | | Net cash flows used by financing activities | ($102,978) | ($202,662) | | Increase in cash | $35,573 | $104,793 | [Non-GAAP Financial Measures](index=13&type=section&id=Non-GAAP%20Financial%20Measures) This section reconciles GAAP to non-GAAP measures, primarily adjusting for litigation-related expenses and provisions - The primary adjustment is a "Litigation expense" which represents a provision recorded related to the judgment in the Pacific Steel Group litigation and subsequent interest expense on the judgment amount[31](index=31&type=chunk) Reconciliation of Net Earnings to Core EBITDA (Q3 FY2025, in thousands) | Line Item | Amount | | :--- | :--- | | Net earnings | $83,126 | | (+) Interest expense | $10,864 | | (+) Income tax expense | $26,386 | | (+) Depreciation and amortization | $72,376 | | **Adjusted EBITDA** | **$193,537** | | (+) Non-cash equity compensation | $9,546 | | (-) Settlement of New Markets Tax Credit | ($2,786) | | (+) Litigation expense | $3,776 | | **Core EBITDA** | **$204,073** | Reconciliation of Net Earnings to Adjusted Earnings (Q3 FY2025, in thousands) | Line Item | Amount | | :--- | :--- | | Net earnings | $83,126 | | (+) Total adjustments (pre-tax) | $1,775 | | (-) Related tax effects on adjustments | ($505) | | **Adjusted earnings** | **$84,396** |