Core Insights - Ryerson Holding Corporation (RYI) announced a merger with Olympic Steel (ZEUS), which is expected to be transformative for the company, aiming to achieve greater scale and enhance operational efficiency [1] Group 1: Merger Details - The merger between Ryerson and Olympic Steel is designed to create a more competitive entity in the market, allowing for increased scale [1] - This deal is positioned as a strategic move to boost the overall capabilities and market presence of Ryerson [1] Group 2: Market Implications - The merger is anticipated to provide Ryerson with enhanced operational efficiencies and potential cost savings, which could positively impact future financial performance [1] - The transaction reflects a trend in the industry towards consolidation, as companies seek to strengthen their market positions through strategic partnerships [1]

Financial Data and Key Metrics Changes - In Q3 2025, Ryerson reported net sales of $1.16 billion, a decrease of $7.8 million, or less than 1%, compared to the previous quarter [12] - Adjusted EBITDA excluding LIFO for Q3 was $40.3 million, down from $45 million in the prior quarter [13] - The company experienced a net loss of $14.8 million, or $0.46 per diluted share, compared to a net income of $1.9 million and diluted earnings per share of $0.06 in the prior quarter [12][13] - Gross margin contracted by 70 basis points to 17.2%, with gross margin excluding LIFO also contracting to 18.3% [12] Business Line Data and Key Metrics Changes - The company saw average selling prices increase by 2.6%, while tons shipped decreased by 3.2% due to rising prices [12] - The OEM book of business has seen activity below customer forecasts and historical mid-cycle trends, indicating a challenging environment [4] Market Data and Key Metrics Changes - The market backdrop remains difficult, characterized by falling industry shipments year over year and sequentially, with notable carbon steel margin compression [3] - Demand remains depressed, with customers quoting less and buying less throughout Q3 [4] Company Strategy and Development Direction - The company is focused on improving customer experience and optimizing its service center network to enhance performance [5] - Ryerson announced a merger agreement with Olympic Steel, which is expected to create a stronger financial profile and enhance market presence as the second largest metal service center in North America [18][29] - The merger is projected to yield $120 million in synergies phased in over two years, contributing to future margin enhancement [18][30] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the ongoing recessionary conditions in the industry and anticipates that demand challenges will persist at least through the end of the year [8] - The company expects Q4 volumes to soften by 5% to 7%, aligning with typical seasonality patterns [8] - Management remains optimistic about the potential for the OEM side of the commercial portfolio to eventually inflect positively [4] Other Important Information - The company ended Q3 with $500 million in total debt and $470 million in net debt, representing a decrease compared to the prior quarter [9] - The cash conversion cycle increased to 68 days from 66 days in the prior quarter [11] Q&A Session Summary Question: Expectations for cash generation in Q4 - Management expects a decent working capital release and cash flow from operations in Q4, typically seeing between $70 million and $80 million of working capital release [72][76] Question: Opportunities for market share growth post-merger - Management highlighted cross-selling and upselling opportunities as key to gaining market share, with Ryerson having about 40,000 active accounts and Olympic around 8,000 to 9,000 [80] Question: Plans for segment reporting post-merger - Management indicated that they will determine the best approach for segment reporting between signing and closing the merger [82] Question: Costs associated with achieving synergies - Management acknowledged that there will be costs to realize synergies, potentially up to $40 million, but emphasized that these synergies are based on current market conditions [93] Question: Incremental EBITDA margins with market improvement - Management suggested that with market tailwinds, EBITDA margins could improve to the 6% to 8% range, compared to the current pro forma margin of 6% [96]

Q3 2025 Performance - Ryerson reported revenue of $1.16 billion, aligning with guidance, driven by a 2.6% increase in average selling prices, although tons shipped decreased by 3.2% compared to the prior quarter[11] - The company experienced a net loss of $14.8 million, resulting in a diluted loss per share of $0.46, while adjusted EBITDA, excluding LIFO, amounted to $40.3 million[13] - Ryerson's debt stood at $500 million, with net debt at $470 million, reflecting sequential decreases of $10 million and $9 million, respectively[13] - A fourth-quarter 2025 dividend of $0.1875 per share was declared[13] Q4 2025 Guidance - Shipments are expected to decline by 5% to 7% due to typical fourth-quarter seasonality and persisting demand challenges[16] - Average selling prices are projected to remain flat to increase by up to 2%, supported by the current tariff structure[16] Liquidity and Capital Management - Global liquidity remained strong at $521 million[21] - Net leverage of 3.7x in Q3 2025, remains above the target range of 0.5x to 2.0x[21] Financial Metrics (QoQ Comparison) - Net sales decreased by 0.7%[22] - Gross margin decreased by 70 bps[22] - Net loss increased by $16.7 million[22] - Diluted loss per share increased by $0.52[22] - Tons shipped decreased by 3.2%[22] - Adjusted EBITDA excluding LIFO decreased by $4.7 million[22] - Net debt decreased by $9 million[22]

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the merger between Ryerson Holding Corporation and Olympic Steel, Inc. for Ryerson shareholders, as they will own approximately 63% of the combined entity upon completion of the transaction [1]. Group 1: Investigation Details - The investigation focuses on whether Ryerson and its board violated federal securities laws or breached fiduciary duties by not obtaining the best possible consideration for shareholders and failing to disclose all material information necessary for assessing the merger [3]. - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other relief related to the proposed transaction [4]. Group 2: Legal Rights and Contact Information - Ryerson shareholders are encouraged to contact Halper Sadeh LLC to learn about their legal rights and options regarding the merger [2]. - The firm operates on a contingent fee basis, meaning shareholders would not incur out-of-pocket legal fees or expenses [4].

Core Viewpoint - Ryerson Holding Corporation and Olympic Steel, Inc. have announced a definitive agreement to merge, creating the second-largest metals service center in North America, which is expected to generate approximately $120 million in annual synergies by the end of year two [1][2][4] Summary by Sections Merger Agreement - Olympic Steel shareholders will receive 1.7105 Ryerson shares for each Olympic Steel share, resulting in them owning approximately 37% of the combined company [2] - The merger is anticipated to be immediately accretive to shareholders and will reduce the pro-forma leverage ratio to less than three times, assuming partial credit for synergies [2] Leadership Structure - Michael D. Siegal, Executive Chairman of Olympic Steel, will become chairman of the Board of Directors of the combined company, while Eddie Lehner, CEO of Ryerson, will serve as CEO [3] - Olympic Steel will appoint three additional directors to the combined 11-member Board [3] Strategic Benefits - The merger is expected to enhance market presence and add significant value to stakeholders through improved customer experience, faster lead times, and a wider array of custom solutions [4] - The combined company will leverage Ryerson's digital investments to enhance Olympic Steel's capabilities within a larger network [4] Company Backgrounds - Ryerson, founded in 1842, is a leading value-added processor and distributor of industrial metals with around 4,300 employees across approximately 110 locations [8] - Olympic Steel, established in 1954, focuses on the direct sale and value-added processing of various steel products and operates from 54 facilities [9]

Core Insights - Ryerson Holding Corporation reported third quarter revenue of $1.16 billion, which is in line with guidance, with average selling prices increasing by 2.6% and tons shipped decreasing by 3.2% compared to the previous quarter [4][5][6] - The company experienced a net loss of $14.8 million, or a diluted loss per share of $0.46, compared to a net income of $1.9 million in the previous quarter [8][4] - Ryerson ended the quarter with total debt of $500 million and net debt of $470 million, reflecting a decrease from the previous quarter [4][8] Financial Highlights - Revenue for Q3 2025 was $1,161.5 million, a decrease of 0.7% from Q2 2025 but an increase of 3.1% year-over-year [3][4] - Tons shipped in Q3 2025 were 485,000, down 3.2% from Q2 2025 and unchanged from Q3 2024 [3][4] - Average selling price per ton increased to $2,395, up 2.6% from Q2 2025 and 3.1% year-over-year [3][4] - Gross margin contracted to 17.2%, down 70 basis points from Q2 2025 [6][3] Operational Insights - The company executed a self-help strategy to manage operations amid ongoing challenges, including weak demand and tariff pricing conditions [5][6] - Areas of weakness included OEM contract shipments and carbon steel margin compression, while strengths were noted in transactional sales growth [5][6] - Operating expenses decreased by 1.5% compared to Q2 2025, driven by lower variable expenses [7][3] Debt and Liquidity - Ryerson recorded a cash outflow from operating activities of $8.3 million in Q3 2025, compared to an inflow of $23.8 million in Q2 2025 [8][4] - The company’s global liquidity, including cash and available credit, was $521 million as of September 30, 2025, up from $485 million at the end of Q2 2025 [8][4] Shareholder Returns - A quarterly cash dividend of $0.1875 per share was declared, payable on December 18, 2025 [9][4] - No share repurchases occurred during the quarter, with $38.4 million remaining under the existing authorization [10][4] Merger Agreement - Ryerson entered into a definitive merger agreement to acquire Olympic Steel, with shares to be converted based on a fixed exchange ratio [11][12] - The completion of the acquisition is subject to customary closing conditions, including stockholder approvals [12][11] Outlook - For Q4 2025, Ryerson expects customer shipments to decrease by 5% to 7% quarter-over-quarter, with anticipated net sales between $1.07 billion and $1.11 billion [13][4] - Average selling prices are expected to remain flat to up 2%, with LIFO expenses projected between $10 million and $14 million [13][4]

Financial Performance - Generated third quarter revenue of $1.16 billion, a decrease of 0.7% compared to the prior quarter, with average selling prices up 2.6% and tons shipped down 3.2%[5] - Net loss attributable to Ryerson Holding Corporation was $14.8 million, or diluted loss per share of $0.46, compared to net income of $1.9 million in the previous quarter[10] - Adjusted EBITDA, excluding LIFO, was $40.3 million in Q3 2025, down from $45.0 million in Q2 2025[10] - Net sales for the third quarter of 2025 were $1,161.5 million, a decrease of 3.5% compared to $1,169.3 million in the second quarter of 2025 and a decrease of 3.9% from $1,126.6 million in the third quarter of 2024[30] - Gross profit for the third quarter of 2025 was $199.5 million, down from $209.4 million in the second quarter of 2025 and $202.0 million in the third quarter of 2024, reflecting a gross margin of approximately 17.2%[30] - Operating loss for the third quarter of 2025 was $(1.0) million, compared to an operating profit of $5.8 million in the second quarter of 2025 and $5.3 million in the third quarter of 2024[30] - Net loss attributable to Ryerson for the third quarter of 2025 was $(14.8) million, compared to a net income of $1.9 million in the second quarter of 2025 and a net loss of $(6.6) million in the third quarter of 2024[30] - Earnings per share (EPS) for the third quarter of 2025 was $(0.46), compared to $0.06 in the second quarter of 2025 and $(0.20) in the third quarter of 2024[30] Debt and Assets - Total debt decreased to $499.7 million from $510.2 million in the previous quarter, while net debt decreased to $469.9 million from $479.4 million[11] - Total assets increased to $2,490.0 million as of September 30, 2025, compared to $2,439.5 million at December 31, 2024, reflecting a growth of 2.1%[32] - Total current liabilities rose to $656.9 million as of September 30, 2025, from $580.1 million at December 31, 2024, an increase of 13.2%[32] - Long-term debt increased to $498.2 million as of September 30, 2025, compared to $466.7 million at December 31, 2024, reflecting a rise of 6.7%[32] Cash Flow and Capital Expenditures - Cash flow used in operating activities for the third quarter of 2025 was $(8.3) million, compared to $23.8 million in the second quarter of 2025 and $134.6 million in the third quarter of 2024[30] - Capital expenditures for the third quarter of 2025 were $(12.8) million, compared to $(9.9) million in the second quarter of 2025 and $(31.6) million in the third quarter of 2024[30] - Free cash flow for Q3 2025 was $(18.8) million, a decrease from $14.1 million in Q2 2025 and $103.4 million in Q3 2024[40] Future Projections - For Q4 2025, Ryerson expects customer shipments to decrease by 5% to 7% quarter-over-quarter, with net sales anticipated in the range of $1.07 billion to $1.11 billion[15] - Adjusted EBITDA for Q4 2025 is projected to be between $19 million and $27 million, with adjusted EBITDA excluding LIFO expense expected between $33 million and $37 million[43] - The net loss attributable to Ryerson Holding Corporation for Q4 2025 is estimated to be between $(9) million and $(7) million, translating to a diluted loss per share of $(0.28) to $(0.22)[43] - EBITDA for Q4 2025 is projected to be between $18 million and $23 million[43] - LIFO expense for Q4 2025 is expected to be between $10 million and $14 million[43] Market and Operational Changes - Declared a fourth-quarter 2025 dividend of $0.1875 per share, amounting to a cash return of $6.0 million during Q3 2025[12] - Entered into a definitive merger agreement to acquire Olympic Steel, Inc., subject to customary closing conditions[14] - Ryerson is in the process of a proposed transaction with Olympic Steel, which may impact future financial and operational results[22] Margins and Pricing - Gross margin contracted by 70 basis points to 17.2% in Q3 2025, compared to 17.9% in Q2 2025[8] - Average selling prices for carbon steel increased by 3.7% quarter-over-quarter to $1,533 per ton[17] - Average selling price per ton in the third quarter of 2025 was $2,395, an increase from $2,334 in the second quarter of 2025 but a decrease from $2,410 in the third quarter of 2024[30] - Gross margin excluding LIFO expense for the first nine months of 2025 was 18.6%, compared to 17.2% in the same period of 2024[34]

Financial Performance - For the first nine months of 2025, total revenues were $3.5 billion, a 4% decrease year-over-year, with a net loss attributable to Ryerson of $18.5 million[95] - Adjusted net loss attributable to Ryerson for the first nine months of 2025 was $17.8 million, compared to a net loss of $1.7 million in the same period of 2024[96] - Ryerson's diluted loss per share for the first nine months of 2025 was $(0.58), compared to $(0.13) in the same period of 2024[97] - Net loss for the first nine months of 2025 was $(17.6) million, compared to $(3.1) million in the same period of 2024[129] - Net loss attributable to Ryerson Holding Corporation for the three months ended September 30, 2025, was $(14.8) million, compared to a net loss of $(6.6) million in the same period in 2024[109] Sales and Pricing - In Q3 2025, Ryerson's average selling prices increased by 2.6% while shipments declined by 3.2% compared to Q2 2025[91] - Net sales for the three months ended September 30, 2025, increased by $34.9 million, or 3.1%, to $1,161.5 million compared to the same period in 2024[111] - Net sales for the nine months ended September 30, 2025, decreased by $124.8 million, or 3.5%, to $3,466.5 million compared to the same period in 2024[111] - Average selling price per ton sold for the three months ended September 30, 2025, increased by $72, or 3.1%, to $2,395 compared to the same period in 2024[111] - Tariff policies and rising input prices supported average selling price increases despite a soft demand environment[91] Operational Metrics - Ryerson's North American volumes decreased by 0.9% in the first nine months of 2025, indicating market share gains despite a broader industry decline of 2.5%[93] - Tons sold for the three months ended September 30, 2025, remained flat at 485, compared to the same period in 2024[111] - Gross profit for the three months ended September 30, 2025, decreased by $2.5 million, or 1.2%, to $199.5 million compared to the same period in 2024[114] - Operating loss for the three months ended September 30, 2025, was $(1.0) million, a decrease of $6.3 million compared to an operating profit of $5.3 million in the same period in 2024[118] Costs and Expenses - Cost of materials sold for the three months ended September 30, 2025, increased by $37.4 million, or 4.0%, to $962.0 million compared to the same period in 2024[113] - Average cost of materials sold per ton sold for the three months ended September 30, 2025, increased by $78, or 4.1%, to $1,984 compared to the same period in 2024[113] - Warehousing, delivery, selling, general, and administrative expenses for the three months ended September 30, 2025, increased by $3.6 million, or 1.8%, to $200.5 million compared to the same period in 2024[116] Debt and Liquidity - Total debt increased to $499.7 million at September 30, 2025, up from $467.4 million at December 31, 2024, resulting in a debt-to-capitalization ratio of 39%[126] - Cash and cash equivalents rose to $29.8 million at September 30, 2025, compared to $27.7 million at December 31, 2024, contributing to total liquidity of $521 million[126] - The company anticipates making approximately $502 million in principal payments to satisfy debt obligations, including $500 million related to the Ryerson Credit Facility due in 2027[139] Market Conditions and Risks - The U.S. imposed a 50% Section 232 tariff on nearly all steel and aluminum products, creating uncertainty in supply chains[98] - The Institute for Supply Management's PMI reported a reading of 49.1 in September 2025, indicating continued contraction in industrial activity[92] - The effective income tax rate was 39.8% in Q3 2025, compared to 6.3% in Q3 2024, reflecting changes in state and foreign income taxes[122] - The company is exposed to market risks related to interest rates, foreign currency exchange rates, and commodity prices, and it continually monitors these risks[144] Foreign Currency and Derivatives - Foreign currency translation losses of $1.6 million were recorded in the first nine months of 2025, partially offset by a $0.7 million settlement gain related to the CSW pension plan[121] - The company had foreign currency contracts with a U.S. dollar notional amount of $3.4 million outstanding at September 30, 2025, with zero value recognized[147] - For the nine months ended September 30, 2025, the company recognized zero gain or loss associated with its foreign currency contracts[147] - The company recognized a gain of $6.3 million associated with its metal and energy commodity derivatives for the nine months ended September 30, 2025[151] - A hypothetical strengthening or weakening of 10% in commodity and energy prices would increase or decrease the fair value of derivative contracts by $7.1 million[152] - The company uses derivative financial instruments to manage a limited portion of its exposure to fluctuations in the cost of certain metal and energy commodities[150] - The company does not currently account for its foreign currency and commodity swap contracts as hedges, marking them to market with a corresponding offset to current earnings[151] Shareholder Actions - The company repurchased 2,526,467 shares of common stock during 2024, resulting in fewer shares outstanding in 2025[123]

Group 1 - Ryerson Holding Corporation will host a conference call to discuss its third quarter 2025 financial results on October 29, 2025, at 10 a.m. Eastern Time [1] - The earnings report will be released after market close on October 28, 2025 [1] - The conference call can be accessed via dial-in numbers for U.S. & Canada and international participants, with a conference ID provided [1] Group 2 - Ryerson is a leading value-added processor and distributor of industrial metals, operating in the U.S., Canada, Mexico, and China [2] - The company was founded in 1842 and currently employs around 4,300 people across over 110 locations [2]

Company Overview - Ryerson's TTM revenue is $4.4 billion, with an adjusted EBITDA of $109 million and an adjusted EBITDA margin of 2.5%[6] - The company's market capitalization is $0.7 billion, and net debt is $479 million[6] - Ryerson aims for a mid-cycle EBITDA of $350-400 million through self-help actions[31] Market Position and Strategy - Ryerson is a leading metal solutions provider with a digital network across North America[9, 10] - The company focuses on improving customer experiences through innovation, integration, and supply-chain optimization[9] - Ryerson is working to increase transactional revenue to over 60% of its business and value-added revenue to 20%[32, 74] - The company is targeting an expense-to-sales ratio of 13-15%[32, 74] Financial Priorities - Ryerson aims to maintain a leverage ratio through the cycle of 0.5x to 2.0x[44, 47] - The company has $38 million remaining in its share repurchase authorization, expiring in April 2026[46] Capital Expenditures - Ryerson's LTM free cash flow generation is $137 million[68] - The company is investing in modernization and value-add initiatives, with capital expenditures of $50 million in 2025E[69]