Core Viewpoint - Commercial Metals Company (CMC) is initiating a proposed tax-exempt bond financing of $150.0 million to fund the acquisition and construction of solid waste disposal facilities in Berkeley County, West Virginia, with an expected total investment of $550.0 million to $600.0 million, net of government assistance [1]. Group 1: Financing Details - The West Virginia Economic Development Authority (WVEDA) has authorized the issuance of Solid Waste Disposal Facility Revenue Bonds, Series 2025, to finance the project [1]. - The proceeds from the bond sale will be loaned to CMC under a loan agreement, with CMC's obligations being senior unsecured obligations [1]. - The project is expected to qualify for a net tax credit of approximately $80.0 million under the Inflation Reduction Act [1]. Group 2: Company Overview - CMC is positioned as an innovative solutions provider focused on building a stronger, safer, and more sustainable world, primarily serving the global construction sector [4]. - The company operates an extensive manufacturing network in the United States and Central Europe, offering products and technologies for various construction applications [4].

Core Points - Commercial Metals Company (CMC) has been recognized for the second consecutive year on USA TODAY's list of America's Best Climate Leaders for 2025, highlighting its commitment to sustainability and operational excellence [1][2][3] - The award is given to U.S. companies with exemplary environmental records and proven year-over-year emissions intensity reduction [2] - CMC is acknowledged as an industry leader in sustainable steelmaking, producing some of the greenest steel globally, and aims to further reduce its environmental impact and carbon footprint [3] Company Overview - CMC is an innovative solutions provider focused on building a stronger, safer, and more sustainable world, with a manufacturing network primarily in the United States and Central Europe [4] - The company offers products and technologies that meet the critical reinforcement needs of the global construction sector, supporting various applications including infrastructure, non-residential, residential, industrial, and energy generation and transmission [4]

Core Viewpoint - Cielo Waste Solutions Corp. is undergoing strategic changes, including relocating its waste-to-fuel facility and shifting focus from renewable diesel to green hydrogen, while also addressing a dispute with Expander Energy Inc. [4][7][8] Corporate Update - A corporate update webinar is scheduled for April 17, 2025, to discuss strategic initiatives and future outlook [2][3] - The webinar will be led by CEO Ryan C. Jackson and CFO Jasdeep K. B. Dhaliwal [2] Corporate Strategy - Cielo plans to relocate its first commercial waste-to-fuel facility from Carseland, Alberta to British Columbia [4] - The company is transitioning its fuel production focus from renewable diesel to green hydrogen to align with market demand [4] - Cielo is exploring funding opportunities through the British Columbia Low Carbon Fuel Standard credit program [4] Project Development - Cielo is in advanced discussions with a technology provider for a project in British Columbia that will use scrap railway ties to produce green hydrogen [5] - The company has identified two additional projects for development in the United States [5] Environmental Commitment - Cielo aims to provide solutions for processing waste into useful products, including green hydrogen and renewable natural gas [6] - The company is committed to innovation and environmental sustainability for short-term success and long-term profitable growth [6] Dispute Resolution - Cielo has initiated a dispute resolution process with Expander Energy Inc. due to disagreements over various agreements [7] - On April 11, 2025, Cielo received termination notices from Expander regarding the License Agreement and Management Services Agreement [8] - The company is reviewing the termination notices and statements of claim from Expander to protect shareholder interests [8][9]

Core Viewpoint - Cielo Waste Solutions Corp. asserts that Expander Energy Inc.'s recent press release contains material misstatements and is misleading, which could harm Cielo and its shareholders [1][2][7]. Group 1: Misstatements and Intentions - Cielo believes that Expander's press release aims to create distrust in Cielo's board and management, potentially causing irreparable harm [2][7]. - The company questions Expander's motives, suggesting that the request for shareholder approval to become a "Control Person" is unusual and indicative of Expander's intentions [8]. Group 2: Response and Engagement - Cielo invites all shareholders, including Expander, to engage in constructive dialogue for the betterment of the company and its stakeholders [3]. - The company is taking necessary steps to protect itself and its shareholders in light of the situation [7]. Group 3: Financial Statements and Requisition - Expander raised issues regarding Cielo's October 31, 2023 financial statements for the first time in its press release, despite these statements being available since December 15, 2023 [8]. - Cielo has disclosed that Expander submitted a requisition to seek shareholder approval for control, which the company views as a significant concern [8]. Group 4: Corporate Update - A corporate update webinar with Cielo's CEO and CFO has been rescheduled, with a new date to be announced later [9]. Group 5: Company Overview - Cielo Waste Solutions focuses on transforming waste materials into renewable fuels, aiming to address global waste challenges and contribute to the circular economy [10].

CALGARY, Alberta, April 02, 2025 (GLOBE NEWSWIRE) -- Cielo Waste Solutions Corp. (TSXV:CMC; OTC PINK:CWSFF) (“Cielo” or the “Company”) today announced that it has received a shareholder meeting requisition notice pursuant to Section 167(1) of the Business Corporations Act (British Columbia) (the “Requisition”) from Expander Energy Inc. (“Expander”), the Company’s largest shareholder, which holds in excess of five percent (5%) of the issued common shares of the Company. This follows Cielo’s announcement of A ...

Core Viewpoint - Cielo Waste Solutions Corp. is undergoing a strategic shift by relocating its first planned waste-to-fuel facility from Alberta to British Columbia and transitioning its fuel production focus from Renewable Diesel to Green Hydrogen, aligning with its commitment to renewable energy initiatives [2][3][4] Group 1: Strategic Changes - The company plans to relocate its first commercial waste-to-fuel facility for processing scrap railway ties to British Columbia and will focus on producing Green Hydrogen [2] - This strategic pivot allows Cielo to explore funding opportunities through the British Columbia Low Carbon Fuel Standard (BCLCFS) credit program, which provides financial incentives for reducing carbon emissions [3] - Cielo's CEO emphasized the importance of adapting to changing political and technological landscapes to ensure resources are dedicated to projects with the highest potential for success [4] Group 2: Acquisition Update - Cielo announced it will not proceed with the previously proposed acquisition of an Enhanced Gas to Liquids (EGLT) facility in Carseland, Alberta, due to ongoing market uncertainty and regulatory challenges [5][7] - The company had intended to enhance the process at the EGLT Facility and diversify inputs for synthetic diesel and jet fuel but has determined that the acquisition does not align with its long-term strategic goals [6][7] Group 3: Dispute Resolution - Cielo is initiating a dispute resolution process with Expander Energy due to disagreements regarding the Asset Purchase Agreement and License Agreement [11] - Expander has issued notices of breach, indicating intentions to terminate the License Agreement, which Cielo plans to dispute [12] Group 4: Corporate Governance - James H. Ross has resigned from Cielo's Board of Directors, effective immediately, and the company expressed gratitude for his contributions [14] - Cielo has rescheduled its annual general meeting to June 2025 due to a Canada Post strike, having received an extension from the Business Corporations Act [15] Group 5: Future Engagement - A corporate update webinar is scheduled for April 10, 2025, to provide shareholders and stakeholders with updates on the company's strategic initiatives and future outlook [16]

Financial Performance - Net sales decreased by $93.9 million, or 5%, for the three months ended February 28, 2025, and decreased by $187.4 million, or 5%, for the six months ended February 28, 2025, compared to the corresponding periods [92]. - Net earnings for the three months ended February 28, 2025, were $25.5 million, down from $85.8 million in the corresponding period, while a net loss of $150.2 million was recorded for the six months ended February 28, 2025, compared to net earnings of $262.1 million in the prior period [93]. - The compression in steel and downstream products metal margins in the North America Steel Group segment significantly impacted net earnings for the three and six months ended February 28, 2025 [93]. - Net sales to external customers in the North America Steel Group segment decreased by 7% to $1,386.8 million for the three months ended February 28, 2025, and by 6% to $2,905.5 million for the six months ended February 28, 2025, compared to the corresponding periods [99]. - Adjusted EBITDA for the North America Steel Group was $128.8 million for the three months and $317.0 million for the six months ended February 28, 2025, down from $222.3 million and $489.1 million in the respective prior periods [100]. - In the Europe Steel Group, net sales to external customers increased by $5.5 million, or 3%, for the three months ended February 28, 2025, but decreased by $10.2 million, or 2%, for the six months ended February 28, 2025 [101]. - The Europe Steel Group experienced a 13% increase in steel products shipment volumes during the three months ended February 28, 2025, despite a $61 per ton decrease in average selling price [102]. - The Emerging Businesses Group reported net sales of $158.9 million for the three months ended February 28, 2025, showing a slight increase compared to $156.0 million in the prior year [103]. - Adjusted EBITDA for the Emerging Businesses Group increased by $5.6 million, or 31%, during the three months ended February 28, 2025, compared to the corresponding period [104]. Expenses and Costs - Selling, general and administrative expenses increased by $15.4 million during the six months ended February 28, 2025, primarily due to $12.1 million in incremental labor-related expenses and $5.4 million in additional legal expenses [94]. - Litigation expenses related to the Pacific Steel Group litigation amounted to $4.7 million and $354.7 million for the three and six months ended February 28, 2025, respectively [96]. - Corporate and Other segment reported an adjusted EBITDA loss of $34.9 million for the three months ended February 28, 2025, and a loss of $421.1 million for the six months, reflecting a significant increase due to litigation-related losses [105]. Tax and Financial Position - The effective income tax rate for the three months ended February 28, 2025, was 29.4%, compared to 26.6% in the corresponding period, while the rate for the six months remained relatively flat at 23.0% [97]. - As of February 28, 2025, the company had cash and cash equivalents of $758.4 million, indicating a strong liquidity position [110]. - Net cash flows from operating activities decreased to $245.5 million for the six months ended February 28, 2025, down from $350.0 million for the same period in 2024, primarily due to a decrease in net earnings and a $45.9 million decrease in cash used by operating assets and liabilities [119]. - Net cash flows used by investing activities increased to $175.1 million for the six months ended February 28, 2025, compared to $158.5 million in the prior year, driven by $43.7 million in incremental capital expenditures for the construction of the fourth micro mill [120]. - Net cash flows used by financing activities rose to $169.9 million for the six months ended February 28, 2025, from $147.8 million in the previous year, including a $22.1 million increase in treasury stock acquired under the share repurchase program [121]. - The company reported $354.7 million in litigation expenses for the six months ended February 28, 2025, related to ongoing legal matters, which were classified as current liabilities [124]. - As of February 28, 2025, the company had committed $35.4 million under stand-by letters of credit, with $1.0 million reducing availability under the Revolver [123]. Capital Expenditures and Growth Initiatives - The company anticipates capital spending between $550 million and $600 million for 2025, focusing on value-accretive growth and competitive cash returns to stockholders [113]. - The company repurchased $98.4 million of shares during the six months ended February 28, 2025, with remaining authorization to repurchase $305.3 million of shares [114]. - Incremental capital expenditures for the construction of the fourth micro mill were partially offset by $25.0 million of government assistance received [120]. - The third micro mill, located in Mesa, Arizona, was placed into service during the fourth quarter of 2023, with a production capacity approximately 40% greater than other micro mills [82]. - The planned fourth micro mill in Berkeley County, West Virginia, is expected to commence commissioning in late calendar 2025 [83]. - The Transform, Advance and Grow initiative aims to enhance operational value through sustained margin enhancement and greater capital efficiency [81]. - The company anticipates potential growth from acquisitions and strategic investments, although actual results may vary materially from expectations due to various risks [125]. Economic and Market Conditions - The company is monitoring macroeconomic trends, including the impact of tariffs and the Russian invasion of Ukraine, which has led to economic slowdowns and commodity price volatility [85][86]. - The company faces risks related to economic conditions, commodity pricing, and geopolitical factors that could impact future performance [126]. - The total gross foreign currency exchange contract commitments increased by $34.4 million, or 15%, as of February 28, 2025, compared to August 31, 2024, primarily due to forward contracts denominated in euro [129].

Q2 FY 2025 Supplemental Slides Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the federal securities laws with respect to general economic conditions, key macro-economic drivers that impact our business, the effects of ongoing trade actions, the effects of continued pressure on the liquidity of our customers, potential synergies and growth provided by acquisitions and strategic investments, demand for our products, shipment volumes, metal margins, the ...

Financial Data and Key Metrics Changes - CMC reported net earnings of $25.5 million or $0.22 per diluted share on net sales of $1.8 billion, which included $3.9 million of after-tax charges [10][38] - Adjusted earnings were $29.3 million or $0.26 per diluted share, down from $85.9 million or $0.73 per diluted share in the prior-year period [11][38] - Consolidated core EBITDA was $131 million, a decline from $212.1 million in the prior-year period, with consolidated core EBITDA margins at 7.5% compared to 11.5% in the prior-year period [39][41] Business Line Data and Key Metrics Changes - North American Steel Group generated adjusted EBITDA of $128.8 million, a 42% decrease compared to the prior-year period, driven by lower margins over scrap costs [41] - Europe Steel Group reported adjusted EBITDA of $0.8 million, an improvement from a loss of $8.6 million in the prior-year period, aided by cost management and increased shipment volumes [43] - Emerging Businesses Group net sales were $158.9 million, a 1.8% year-over-year increase, with adjusted EBITDA increasing by 31% [45] Market Data and Key Metrics Changes - Finished steel shipments in North America increased by 3.3% year-over-year, indicating resilient demand despite economic uncertainty [42] - The Dodge Momentum Index reached an all-time high, reflecting growth in planning across various market segments [16] - The construction and industrial activity driving product consumption remained resilient, with pent-up demand evident in downstream bid volumes [15][16] Company Strategy and Development Direction - CMC aims to achieve sustainably higher, less-volatile margins and returns through operational and commercial excellence initiatives [29] - The company is pursuing both organic and inorganic growth opportunities, targeting segments of the $150 billion early-stage construction market [36] - CMC's strategic initiatives include enhancing logistical capabilities and expanding production in specialized solutions, which are expected to generate significant returns [31][35] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the upcoming construction season, expecting a rebound in consolidated financial results in Q3 2025 [54][55] - The company noted that recent developments in North American markets, including improved scrap market conditions and an inflection in long steel price levels, indicate a potential recovery [19][55] - Management highlighted the importance of construction in adapting to economic changes and expressed confidence in the future of CMC's markets [22][23] Other Important Information - CMC's cash and cash equivalents totaled $758.4 million, with total liquidity just under $1.6 billion [47] - The company returned approximately $68 million to shareholders during the second quarter, repurchasing about 907,000 shares [52] - CMC expects to invest between $550 million and $600 million in capital expenditures for fiscal 2025, down from previous guidance [50] Q&A Session Summary Question: U.S. rebar market pricing outlook - Management noted that price increases are being seen across the portfolio, with expectations for rebar prices to rise as future orders are booked [62] Question: Financial performance of Arizona 2 mill - The mill did not break even in Q2 due to challenges, but management expects to reach breakeven in Q4 2025 [67] Question: North American margins recovery - Management anticipates a recovery in EBITDA per ton in the coming quarter, driven by improved metal margins and cost management [75] Question: Current supply-demand balance in North American rebar market - The supply-demand balance is currently well balanced, with strong demand supporting price increases [87] Question: Long-term demand drivers and trade policy impact - Management remains optimistic about infrastructure investments and reshoring trends driving substantial rebar demand in the coming years [99][100]

Group 1 - Commercial Metals (CMC) reported revenue of $1.75 billion for the quarter ended February 2025, a decrease of 5.1% year-over-year, with EPS at $0.26 compared to $0.88 in the same quarter last year [1] - The reported revenue fell short of the Zacks Consensus Estimate of $1.77 billion, resulting in a surprise of -1.04%, while the EPS also missed the consensus estimate of $0.31 by -16.13% [1] - Over the past month, shares of Commercial Metals have returned -9.3%, compared to a -7.5% change in the Zacks S&P 500 composite, with the stock currently holding a Zacks Rank 3 (Hold) [3] Group 2 - In North America, the average selling price per ton for raw materials was $956, exceeding the estimated $902.77, while the average selling price for downstream products was $1,221, below the estimated $1,302.90 [4] - The steel products metal margin per ton in North America was reported at $476, slightly below the estimated $481.74, while the cost of ferrous scrap utilized per ton was $338, compared to the estimate of $350.39 [4] - Net sales from external customers in North America were $1.39 billion, which is a year-over-year decline of 6.7%, while net sales from Europe were $198.03 million, reflecting a year-over-year increase of 2.9% [4]