[10-Q] Metallus Inc. Quarterly Earnings Report
fa
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class |
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Trading symbol |
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Name of exchange in which registered |
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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 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.
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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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 reporting 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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class |
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Outstanding at July 31, 2025 |
Common Shares, without par value |
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Table of Contents
Metallus Inc.
Table of Contents
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Page |
Part I. Financial Information |
3 |
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Item 1. |
Financial Statements |
3 |
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Consolidated Statements of Operations (Unaudited) |
3 |
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Consolidated Statements of Comprehensive Income (Loss) (Unaudited) |
4 |
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Consolidated Balance Sheets (Unaudited) |
5 |
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Consolidated Statements of Shareholders’ Equity (Unaudited) |
6 |
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Consolidated Statements of Cash Flows (Unaudited) |
7 |
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Notes to Unaudited Consolidated Financial Statements |
8 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
18 |
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
31 |
Item 4. |
Controls and Procedures |
32 |
Part II. Other Information |
33 |
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Item 1. |
Legal Proceedings |
33 |
Item 1A. |
Risk Factors |
33 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
33 |
Item 5. |
Other Information |
34 |
Item 6. |
Exhibits |
35 |
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Signatures |
36 |
2
Table of Contents
Part I. Financial Information
Item 1. Financial Statements
Metallus Inc.
Consolidated Statements of Operations (Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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(Dollars in millions, except per share data) |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Cost of products sold |
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Gross Profit |
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Selling, general and administrative expenses |
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Loss (gain) on sale or disposal of assets, net |
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Interest (income) expense, net |
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( |
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( |
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Loss on extinguishment of debt |
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Other (income) expense, net |
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Income (Loss) Before Income Taxes |
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Provision (benefit) for income taxes |
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Net Income (Loss) |
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$ |
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$ |
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$ |
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$ |
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Per Share Data: |
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Basic earnings (loss) per share |
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$ |
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$ |
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$ |
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$ |
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Diluted earnings (loss) per share |
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$ |
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$ |
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$ |
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$ |
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See accompanying Notes to the unaudited Consolidated Financial Statements.
3
Table of Contents
Metallus Inc.
Consolidated Statement of Comprehensive Income (Loss) (Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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(Dollars in millions) |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of benefit (provision) for income taxes of $( |
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Foreign currency translation adjustments |
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Pension and postretirement liability adjustments |
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( |
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Other comprehensive income (loss), net of tax |
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Comprehensive Income (Loss), net of tax |
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$ |
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$ |
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$ |
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$ |
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See accompanying Notes to the unaudited Consolidated Financial Statements.
4
Table of Contents
Metallus Inc.
Consolidated Balance Sheets (Unaudited)
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June 30, |
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December 31, |
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(Dollars in millions) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowances (2025 - $ |
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Inventories, net |
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Deferred charges and prepaid expenses |
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Other current assets |
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Total Current Assets |
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Property, plant and equipment, net |
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Operating lease right-of-use assets |
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Pension assets |
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Intangible assets, net |
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Other non-current assets |
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Total Assets |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current Liabilities |
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Accounts payable |
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$ |
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$ |
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Salaries, wages and benefits |
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Accrued pension and postretirement costs |
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Current operating lease liabilities |
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Current convertible notes, net |
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Government funding liabilities |
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Other current liabilities |
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Total Current Liabilities |
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Credit Agreement |
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Non-current operating lease liabilities |
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Accrued pension and postretirement costs |
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Deferred income taxes |
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Other non-current liabilities |
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Total Liabilities |
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Shareholders’ Equity |
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Preferred shares, without par value; authorized |
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Common shares, without par value; authorized |
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Additional paid-in capital |
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Retained deficit |
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( |
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( |
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Treasury shares - 2025 - |
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( |
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( |
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Accumulated other comprehensive income (loss) |
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Total Shareholders’ Equity |
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Total Liabilities and Shareholders’ Equity |
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$ |
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$ |
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See accompanying Notes to the unaudited Consolidated Financial Statements.
5
Table of Contents
Metallus Inc.
(Dollars in millions) |
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Common |
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Additional |
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Retained |
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Treasury |
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Accumulated |
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Total |
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Balance As of December 31, 2024 |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Net income (loss) |
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— |
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— |
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— |
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— |
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Other comprehensive income (loss) |
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— |
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— |
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— |
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— |
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( |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Purchase of treasury shares, including excise tax |
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( |
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— |
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— |
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( |
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— |
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( |
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Issuance of treasury shares |
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( |
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— |
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— |
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— |
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Shares surrendered for taxes |
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( |
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— |
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— |
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( |
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— |
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( |
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Balance As of March 31, 2025 |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Net income (loss) |
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— |
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— |
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— |
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— |
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Other comprehensive income (loss) |
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— |
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— |
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— |
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— |
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( |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Purchase of treasury shares, including excise tax |
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( |
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— |
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— |
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( |
) |
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— |
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( |
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Issuance of treasury shares |
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( |
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— |
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— |
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— |
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Balance As of June 30, 2025 |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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(Dollars in millions) |
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Common |
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Additional |
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Retained |
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Treasury |
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Accumulated |
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Total |
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Balance As of December 31, 2023 |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Net income (loss) |
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— |
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— |
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— |
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— |
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Other comprehensive income (loss) |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Stock option activity |
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— |
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— |
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— |
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Purchase of treasury shares, including excise tax |
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( |
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— |
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— |
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( |
) |
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— |
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( |
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Issuance of treasury shares |
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( |
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— |
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— |
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— |
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Shares surrendered for taxes |
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( |
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— |
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— |
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( |
) |
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— |
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( |
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Balance As of March 31, 2024 |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Net income (loss) |
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— |
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— |
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— |
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— |
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Other comprehensive income (loss) |
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— |
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— |
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— |
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— |
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( |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Stock option activity |
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— |
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— |
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— |
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Purchase of treasury shares, including excise tax |
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( |
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— |
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— |
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( |
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— |
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( |
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Issuance of treasury shares |
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( |
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— |
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— |
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— |
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Shares surrendered for taxes |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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Balance As of June 30, 2024 |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
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See accompanying Notes to the unaudited Consolidated Financial Statements.
6
Table of Contents
Metallus Inc.
Consolidated Statements of Cash Flows (Unaudited)
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Six Months Ended June 30, |
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2025 |
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2024 |
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(Dollars in millions) |
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CASH PROVIDED (USED) |
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Operating Activities |
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Net income (loss) |
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$ |
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$ |
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Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: |
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Depreciation and amortization |
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Amortization of deferred financing fees |
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Loss on extinguishment of debt |
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Loss (gain) on sale or disposal of assets, net |
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( |
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Stock-based compensation expense |
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Pension and postretirement (benefit) expense, net |
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Changes in operating assets and liabilities: |
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Accounts receivable, net |
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( |
) |
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Inventories, net |
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( |
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Accounts payable |
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( |
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Other accrued expenses |
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( |
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Deferred charges and prepaid expenses |
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( |
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Pension and postretirement contributions and payments |
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( |
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( |
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Other, net |
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Net Cash Provided (Used) by Operating Activities |
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( |
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Investing Activities |
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Capital expenditures |
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( |
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( |
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Proceeds from government funding |
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Proceeds from disposals of property, plant and equipment |
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Net Cash Provided (Used) by Investing Activities |
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( |
) |
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( |
) |
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Financing Activities |
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Purchase of treasury shares |
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( |
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( |
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Proceeds from exercise of stock options |
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Shares surrendered for employee taxes on stock compensation |
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( |
) |
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( |
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Repayments on convertible notes |
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( |
) |
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Net Cash Provided (Used) by Financing Activities |
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( |
) |
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( |
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Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash |
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( |
) |
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( |
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Cash, cash equivalents, and restricted cash at beginning of period |
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Cash, Cash Equivalents, and Restricted Cash at End of Period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: |
|
|||||||
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash reported in other current assets |
|
|
|
|
|
|
||
Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows |
|
$ |
|
|
$ |
|
||
See accompanying Notes to the unaudited Consolidated Financial Statements.
7
Table of Contents
Metallus Inc.
Notes to Unaudited Consolidated Financial Statements
(dollars in millions, except per share data)
Note 1 - Basis of Presentation
The accompanying unaudited Consolidated Financial Statements have been prepared by Metallus Inc. (the “Company” or “Metallus”) in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures considered necessary for a fair presentation have been included. For further information, refer to Metallus' audited Consolidated Financial Statements and Notes included in its Annual Report on Form 10-K for the year ended December 31, 2024.
Note 2 - Recent Accounting Pronouncements
Adoption of New Accounting Standards
The Company did not adopt any new Accounting Standard Updates (“ASU”) in the second quarter of 2025.
Accounting Standards Issued But Not Yet Adopted
The Company has considered the recent ASU's issued by the Financial Accounting Standards Board summarized below:
Standard Adopted |
|
Description |
|
Effective Date |
|
Impact |
ASU 2024-03, Disaggregated Expenses |
|
|
Annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. |
|
The Company is currently evaluating the impact of the |
|
ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures |
|
|
Annual periods beginning after December 15, 2024. |
|
The Company is currently evaluating the impact of the |
Note 3 - Segment Reporting
We conduct our business activities and report financial results as
Note 4 - Government Funding
On February 27, 2024, the Company entered into an agreement with the United States Army ("U.S. Army"). The agreement provides for $
8
Table of Contents
upcoming years. The agreement supports the commissioning of two major assets: a continuous bloom reheat furnace and a roller hearth heat treat furnace. For the three and six months ended June 30, 2025, the Company received $
In July 2025, the Company received an additional $
For further details, refer to Metallus' “Note 2 - Significant Accounting Policies” in its annual report on Form 10K for the year ended December 31, 2024.
Note 5 - Revenue Recognition
The following table provides the major sources of revenue by end-market sector for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Industrial |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Automotive |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aerospace & Defense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Net Sales |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
(1) “Other” sales by end-market sector relates to the Company’s scrap sales.
The following table provides the major sources of revenue by product type for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Bar |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Tube |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Manufactured components |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(2) “Other” sales by product type relates to the Company’s scrap sales.
Note 6 – Other (Income) Expense, net
The following table provides the components of other (income) expense, net for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Pension and postretirement non-service benefit (income) loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Loss (gain) from remeasurement of benefit plans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and use tax refund |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Miscellaneous (income) expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total other (income) expense, net |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
9
Table of Contents
Non-service related pension and other postretirement benefit income, for all years, consists primarily of the interest cost, expected return on plan assets and amortization components of net periodic cost.
The Company's Bargaining Unit Pension Plan ("Bargaining Plan"), the Supplemental Pension Plan ("Supplemental Plan") and the terminated Retirement Plan ("Salaried Plan"), each have a provision that permits employees to elect to receive their pension benefits in a lump sum upon retirement. In the first quarter of 2024, the cumulative cost of all lump sum payments was expected to exceed the sum of the service cost and interest cost components of net periodic pension cost for the Salaried Plan. As a result, the Company completed a full remeasurement of its pension obligations and plan assets associated with the Salaried Plan during the first quarter of 2024 and recorded a loss of $
In the second quarter of 2024, the Company entered into an agreement to purchase a group annuity contract from The Prudential Insurance Company of America (‘Prudential”) in connection with the annuitization of the Salaried Plan. The Company remeasured the Salaried Plan upon annuitization on May 15, 2024. A loss of $
For more details on the aforementioned remeasurements, refer to “Note 11 - Retirement and Postretirement Plans.”
Note 7 - Income Tax Provision
Metallus’ provision for income taxes in interim periods is computed by applying the appropriate estimated annual effective tax rates to income or loss before income taxes for the period. In addition, non-recurring or discrete items, including interest on prior-year tax liabilities, are recorded during the periods in which they occur.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Provision (benefit) for incomes taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Effective tax rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Income tax expense for the three months ended June 30, 2025 was calculated using forecasted multi-jurisdictional annual effective tax rates to determine a blended annual effective tax rate. The effective tax rate for the three and six months ended June 30, 2025 was
For the six months ended June 30, 2025, Metallus made
On July 4, 2025, the reconciliation bill, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which includes a broad range of tax reform provisions, including provisions related to fixed asset bonus depreciation and research and development expenditures, that may affect the Company's financial results. The Company is currently evaluating the impact of these provisions which could affect the Company’s effective tax rate and deferred tax assets in 2025 and future periods.
Note 8 - Earnings (Loss) Per Share
Basic earnings (loss) per share is computed based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed based upon the weighted average number of common shares outstanding plus the dilutive effect of common share equivalents calculated using the treasury stock method or if-converted method. For the Convertible Notes, the Company utilizes the if-converted method to calculate diluted earnings (loss) per share. Under the if-converted method, the Company adjusts net earnings to add back interest expense (including amortization of debt issuance costs) recognized on the Convertible Notes and includes the number of shares potentially issuable related to the Convertible Notes in the weighted average
10
Table of Contents
shares outstanding. Treasury shares are excluded from the denominator in calculating both basic and diluted earnings (loss) per share.
Equity-based Awards
Common share equivalents for shares issuable for equity-based awards amounted to
Common share equivalents for shares issuable for equity-based awards amounted to
Convertible Notes
Common share equivalents for shares issuable upon the conversion of outstanding Convertible Notes were included in the computation of diluted earnings (loss) per share for the three and six months ended June 30, 2025 and 2024 as these shares would be dilutive.
The reduction in the dilutive effect on convertible notes is attributable to the settlement of outstanding Convertible Notes that occurred in the second quarter of 2025. For additional details regarding the Convertible Notes please refer to "Note 10 - Financing Arrangements.
The following table sets forth the reconciliation of the numerator and the denominator of basic and diluted earnings (loss) per share for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss), basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Add convertible notes interest |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss), diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding, basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of stock-based awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of convertible notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding, diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings (loss) per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted earnings (loss) per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
11
Table of Contents
Note 9 - Inventories
The components of inventories, net of reserves as of June 30, 2025 and December 31, 2024 were as follows:
|
|
June 30, |
|
|
December 31, |
|
||
Manufacturing supplies |
|
$ |
|
|
$ |
|
||
Raw materials |
|
|
|
|
|
|
||
Work in process |
|
|
|
|
|
|
||
Finished products |
|
|
|
|
|
|
||
Gross inventory |
|
|
|
|
|
|
||
Allowance for inventory reserves |
|
|
( |
) |
|
|
( |
) |
Total inventories, net |
|
$ |
|
|
$ |
|
||
Note 10 - Financing Arrangements
For a detailed discussion of the Company's long-term debt and credit arrangements, refer to “Note 11 - Financing Arrangements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The following table summarizes the current and non-current debt as of June 30, 2025 and December 31, 2024:
|
|
June 30, |
|
|
December 31, |
|
||
Credit Agreement |
|
$ |
|
|
$ |
|
||
Convertible Senior Notes due 2025 |
|
|
|
|
|
|
||
Total debt |
|
$ |
|
|
$ |
|
||
Less current portion of debt |
|
|
|
|
|
|
||
Total non-current portion of debt |
|
$ |
|
|
$ |
|
||
Credit Agreement
On September 30, 2022, the Company, as borrower, and certain domestic subsidiaries of the Company, as subsidiary guarantors (the “Subsidiary Guarantors”), entered into a Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the lenders party thereto (collectively, the “Lenders”), which further amended and restated the Company’s existing secured Third Amended and Restated Credit Agreement, dated as of October 15, 2019.
As of June 30, 2025, the amount available under the Amended Credit Agreement was $
Convertible Senior Notes due 2025
The principal amount of the Convertible Senior Notes due 2025 upon issuance was $
12
Table of Contents
For details regarding all conversion mechanics and methods of settlement, refer to the Indenture for the Convertible Senior Notes due 2025 filed as an exhibit to a Form 8-K on December 15, 2020 and incorporated by reference in our most recent 10-K filing.
The total cash interest paid for the six months ended June 30, 2025 and 2024 was $
Interest (Income) Expense, net
The following table provides the components of interest expense, net for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest (income) expense, net |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Interest income primarily relates to interest earned on cash invested in a money market fund and deposits with financial institutions. As of June 30, 2025, the carrying value of the Company's money market investment was $
Treasury Shares
On December 20, 2021 Metallus announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $
For the three months ended June 30, 2025, the Company repurchased approximately
For the three months ended June 30, 2024, the Company repurchased approximately
In July 2025, the Company repurchased approximately
13
Table of Contents
Note 11 - Retirement and Postretirement Plans
Plan Amendments and Updates
Bargaining Plan
On October 29, 2021, the United Steelworkers ("USW") Local 1123 voted to ratify a new
In the first half of 2025, the Company contributed a total of $
Salaried Plan
During the fourth quarter of 2021, the Company's Board of Directors approved the termination of the Salaried Plan and the plan was terminated effective
Pension Net Periodic Benefit Cost (Income)
The components of net periodic benefit cost (income) for the three months ended June 30, 2025 were as follows:
|
|
Pension |
|
|
|
|
|
|
|
|||||||||||
|
|
United States of America |
|
|
United Kingdom |
|
|
|
|
|
|
|
||||||||
|
|
Bargaining |
|
|
Supplemental |
|
|
Pension |
|
|
Total |
|
|
Postretirement |
|
|||||
Service cost |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Expected return on plan assets |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of prior service cost |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
||
Net Periodic Benefit Cost (Income) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||||
The components of net periodic benefit cost (income) for the three months ended June 30, 2024 were as follows:
14
Table of Contents
|
|
Pension |
|
|
|
|
|
|
|
|||||||||||||||
|
|
United States of America |
|
|
United Kingdom |
|
|
|
|
|
|
|
||||||||||||
|
|
Bargaining |
|
|
Salaried |
|
|
Supplemental |
|
|
Pension |
|
|
Total |
|
|
Postretirement |
|
||||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of prior service cost |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
||
Net remeasurement losses (gains) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Net Periodic Benefit Cost (Income) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||||
The components of net periodic benefit cost (income) for the six months ended June 30, 2025 were as follows:
|
|
Pension |
|
|
|
|
|
|
|
|||||||||||
|
|
United States of America |
|
|
United Kingdom |
|
|
|
|
|
|
|
||||||||
|
|
Bargaining |
|
|
Supplemental |
|
|
Pension |
|
|
Total |
|
|
Postretirement |
|
|||||
Service cost |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Expected return on plan assets |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of prior service cost |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
||
Net Periodic Benefit Cost (Income) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||||
The components of net periodic benefit cost (income) for the six months ended June 30, 2024 were as follows:
|
|
Pension |
|
|
|
|
|
|
|
|||||||||||||||
|
|
United States of America |
|
|
United Kingdom |
|
|
|
|
|
|
|
||||||||||||
|
|
Bargaining |
|
|
Salaried |
|
|
Supplemental |
|
|
Pension |
|
|
Total |
|
|
Postretirement |
|
||||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of prior service cost |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
||
Net remeasurement losses (gains) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Net Periodic Benefit Cost (Income) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||||
The Bargaining Plan, Supplemental Plan and terminated Salaried Plan, each have a provision that permits employees to elect to receive their pension benefits in a lump sum upon retirement. The Company's accounting policy is to recognize settlements during the quarter in which it is projected that the costs of all settlements during the year will be greater than the sum of the service cost and interest cost components.
In the first quarter of 2024, the cumulative cost of all lump sum payments was expected to exceed the sum of the service cost and interest cost components of net periodic pension cost for the Salaried Plan. As a result, the Company completed a full remeasurement of its pension obligations and plan assets associated with the Salaried Plan during the first quarter of 2024 and recorded a loss of $
In the second quarter of 2024, the Company entered into an agreement to purchase a group annuity contract from The Prudential Insurance Company of America (‘Prudential”) in connection with the annuitization of the Salaried Plan. The Company remeasured the Salaried Plan upon annuitization on May 15, 2024. A loss of $
15
Table of Contents
million partially offset by a decrease in the liability of $
Note 12 – Stock-Based Compensation
During the six months ended June 30, 2025 the Board of Directors granted
Time-based restricted stock units are issued with the fair value equal to the closing market price of Metallus common shares on the date of grant. These restricted stock units do not have any performance conditions for vesting. Expense is recognized over the service period, adjusted for any forfeitures that occur during the vesting period. The weighted average fair value of the restricted stock units granted during the six months ended June 30, 2025 was $
Performance-based restricted stock units issued in 2025 vest based on achievement of a total shareholder return (“TSR”) metric. The TSR metric is considered a market condition, which requires Metallus to reflect it in the fair value on grant date using an advanced option-pricing model. The fair value of each performance share was therefore determined using a Monte Carlo valuation model, a generally accepted lattice pricing model under ASC 718 – Stock-based Compensation. The Monte Carlo valuation model, among other factors, uses commonly-accepted economic theory underlying all valuation models, estimates fair value using simulations of future share prices based on stock price behavior and considers the correlation of peer company returns in determining fair value. The fair value of the performance-based restricted stock units granted during the six months ended June 30, 2025 was $
16
Table of Contents
Note 13 - Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) for the six months ended June 30, 2025 and 2024 by component were as follows:
|
|
Foreign Currency |
|
|
Pension and |
|
|
Total |
|
|||
Balance as of December 31, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Other comprehensive income (loss) before reclassifications, before income tax |
|
|
|
|
|
|
|
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss), before income tax |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Amounts deferred to accumulated other comprehensive income (loss), before income tax |
|
|
|
|
|
|
|
|
|
|||
Tax effect |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net current period other comprehensive income (loss), net of income taxes |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance as of June 30, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|||
|
|
Foreign Currency |
|
|
Pension and |
|
|
Total |
|
|||
Balance as of December 31, 2023 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Other comprehensive income (loss) before reclassifications, before income tax |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Amounts reclassified from accumulated other comprehensive income (loss), before income tax |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Amounts deferred to accumulated other comprehensive income (loss), before income tax |
|
|
|
|
|
|
|
|
|
|||
Tax effect |
|
|
|
|
|
|
|
|
|
|||
Net current period other comprehensive income (loss), net of income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance as of June 30, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
The amount reclassified from accumulated other comprehensive income (loss) in the six months ended June 30, 2025 and 2024 for the pension and postretirement liability adjustment was included in other (income) expense, net in the unaudited Consolidated Statements of Operations.
Note 14 – Contingencies
Metallus has a number of loss exposures incurred in the ordinary course of business, such as environmental claims, product warranty claims, employee-related matters, and other litigation. Establishing loss reserves for these matters requires management’s estimate and judgment regarding risk exposure and ultimate liability or realization. These loss reserves are reviewed periodically and adjustments are made to reflect the most recent facts and circumstances. Accruals related to environmental claims represent management’s best estimate of the fees and costs associated with these claims. Although it is not possible to predict with certainty the outcome of such claims, management believes that their ultimate dispositions should not have a material adverse effect on our financial position, cash flows or results of operations.
17
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(dollars in millions, except per share data)
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help investors understand our results of operations, financial condition and current business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2025.
The MD&A is organized as follows:
Overview
Business Overview
We manufacture alloy steel, as well as carbon and micro-alloy steel, using electric arc furnace ("EAF") technology. Our portfolio includes special bar quality (“SBQ”) bars, seamless mechanical tubing (“tubes”), manufactured components such as precision steel components, and billets. Our products and solutions are used in a diverse range of demanding applications in the following end-markets: industrial, automotive, aerospace & defense, and energy.
We conduct our business activities and report financial results as one business segment. The presentation of financial results as one reportable segment is consistent with the way we operate our business and is consistent with the manner in which the Chief Operating Decision Maker ("CODM") evaluates performance and makes resource and operating decisions for the business as described above. Furthermore, the Company notes that monitoring financial results as one reportable segment helps the CODM manage costs on a consolidated basis, consistent with the integrated nature of our operations.
Q2 2025 Business Highlights
The following items represent key trends and events during the three and six months ended June 30, 2025:
18
Table of Contents
(1) Please see discussion of non-GAAP financial measures in Form 10-Q – Net Sales Adjusted to Exclude Surcharges
19
Table of Contents
Results of Operations
Net Sales
The charts below present net sales and shipments for the three months ended June 30, 2025 and 2024.
Net sales for the three months ended June 30, 2025 were $304.6 million, an increase of $9.9 million, or 3.4% compared with the three months ended June 30, 2024. The increase in net sales was driven by higher shipments and favorable surcharges, partially offset by unfavorable price/mix. Higher volume of 17.6 thousand ship tons resulted in a net sales increase of $26.4 million. Higher market prices for scrap drove the favorable surcharges of $7.6 million. Unfavorable price/mix of $24.1 million was primarily due to lower base prices across industrial, automotive, and energy end-market sectors. Excluding surcharges, net sales increased $2.3 million or 1.0%.
The charts below present net sales and shipments for the six months ended June 30, 2025 and 2024.
Net sales for the six months ended June 30, 2025 were $585.1 million, a decrease of $31.2 million, or 5.1% compared with the six months ended June 30, 2024. The decrease in net sales was driven by unfavorable price/mix and surcharges, partially offset by higher shipments. Unfavorable price/mix of $50.2 million was primarily due to lower base prices across industrial, automotive and energy end-market sectors. Lower surcharge per ton resulted in a net sales decrease of $3.8 million. Higher volume of 15.3 thousand ship tons, resulted in a net sales increase of $22.8 million. Excluding surcharges, net sales decreased $27.4 million or 5.6%.
20
Table of Contents
Gross Profit
The chart below presents the drivers of the gross profit variance from the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
Gross profit for the three months ended June 30, 2025 increased $8.1 million, or 33.6% compared with the three months ended June 30, 2024. The increase was driven by higher volume, better manufacturing performance, favorable raw material spread, partially offset by unfavorable price/mix. All end-market sectors except aerospace & defense were favorably impacted by higher volume. Aerospace & defense volume was slightly lower primarily due to defense timing. Improved manufacturing performance was primarily due to increased fixed cost leverage on higher production levels. Raw material spread was favorable due to higher scrap prices, partially offset by lower alloy prices. Unfavorable price/mix was due to lower base prices across industrial, automotive, and energy end-markets.
21
Table of Contents
The chart below presents the drivers of the gross profit variance from the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.
Gross profit for the six months ended June 30, 2025 decreased $20.6 million, or 27.6% compared with the six months ended June 30, 2024. The decrease was driven by unfavorable price/mix, partially offset by better manufacturing performance, higher volume and favorable raw material spread. Unfavorable price/mix was due to lower base prices across industrial, automotive, and energy end-markets. Increased fixed cost leverage on higher production and lower plant spend resulted in favorable manufacturing performance. The industrial and energy end-market sectors were favorably impacted by higher volume.
22
Table of Contents
Selling, General and Administrative Expenses
The charts below present selling, general and administrative (“SG&A”) expense for the three and six months ended June 30, 2025 and 2024.
SG&A expense for the three months ended June 30, 2025 increased by $2.2 million, or 10.6% compared with the three months ended June 30, 2024. The increase was primarily due to higher variable pay compensation and salary and benefits.
SG&A expense for the six months ended June 30, 2025 increased by $2.4 million, or 5.4% compared with the six months ended June 30, 2024. The increase was primarily due to higher variable pay compensation and salary and benefits, partially offset by lower professional services.
23
Table of Contents
Interest (Income) Expense, net
Net interest income for the three and six months ended June 30, 2025 was $1.3 million and $2.8 million, respectively, compared with net interest income of $2.4 million and $5.2 million for the three and six months ended June 30, 2024, respectively. The change was due to interest earned on lower cash invested in a money market fund and in other accounts which generate interest income at a rate similar to the money market fund during 2025. Refer to “Note 10 - Financing Arrangements” in the Notes to the unaudited Consolidated Financial Statements for additional information.
Other (Income) Expense, net
|
|
Three Months Ended June 30, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|||
Pension and postretirement non-service benefit (income) loss |
|
$ |
(1.5 |
) |
|
$ |
(1.4 |
) |
|
$ |
(0.1 |
) |
Loss (gain) from remeasurement benefit plans |
|
|
— |
|
|
|
1.0 |
|
|
|
(1.0 |
) |
Miscellaneous (income) expense |
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
— |
|
Total other (income) expense, net |
|
$ |
(1.6 |
) |
|
$ |
(0.5 |
) |
|
$ |
(1.1 |
) |
|
|
Six Months Ended June 30, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|||
Pension and postretirement non-service benefit (income) loss |
|
$ |
(2.9 |
) |
|
$ |
(2.8 |
) |
|
$ |
(0.1 |
) |
Loss (gain) from remeasurement of benefit plans |
|
|
— |
|
|
|
1.8 |
|
|
|
(1.8 |
) |
Sales and use tax refund |
|
|
(0.8 |
) |
|
|
— |
|
|
|
(0.8 |
) |
Miscellaneous (income) expense |
|
|
(0.2 |
) |
|
|
(0.3 |
) |
|
|
0.1 |
|
Total other (income) expense, net |
|
$ |
(3.9 |
) |
|
$ |
(1.3 |
) |
|
$ |
(2.6 |
) |
Non-service related pension and other postretirement benefit income, for all years, consists primarily of the interest cost, expected return on plan assets and amortization components of net periodic cost.
The Company's Bargaining Unit Pension Plan ("Bargaining Plan"), the Supplemental Pension Plan ("Supplemental Plan") and the terminated Retirement Plan ("Salaried Plan"), each have a provision that permits employees to elect to receive their pension benefits in a lump sum upon retirement. In the first quarter of 2024, the cumulative cost of all lump sum payments was expected to exceed the sum of the service cost and interest cost components of net periodic pension cost for the Salaried Plan. As a result, the Company completed a full remeasurement of its pension obligations and plan assets associated with the Salaried Plan during the first quarter of 2024 and recorded a loss of $0.8 million.
In the second quarter of 2024, the Company entered into an agreement to purchase a group annuity contract from The Prudential Insurance Company of America (‘Prudential”) in connection with the annuitization of the Salaried Plan. The Company remeasured the Salaried Plan upon annuitization on May 15, 2024. A loss of $1.0 million from the remeasurement of the Salaried Plan was recognized for the three months ended June 30, 2024. The loss was primarily due to investment losses on plan assets of $1.8 million, partially offset by a decrease in the liability of $0.7 million due to an increase in the discount rate. In addition, the three months ended June 30, 2024 included a $0.1 million gain as a result of the completion of the Salaried Plan annuitization.
For more details on the aforementioned remeasurements, refer to “Note 11 - Retirement and Postretirement Plans."
24
Table of Contents
Provision for Income Taxes
|
|
Three Months Ended June 30, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|||
Provision (benefit) for income taxes |
|
$ |
4.9 |
|
|
$ |
1.5 |
|
|
$ |
3.4 |
|
Effective tax rate |
|
|
57.0 |
% |
|
|
24.6 |
% |
|
|
32.4 |
% |
|
|
Six Months Ended June 30, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|||
Provision (benefit) for income taxes |
|
$ |
6.5 |
|
|
$ |
7.5 |
|
|
$ |
(1.0 |
) |
Effective tax rate |
|
|
56.5 |
% |
|
|
20.8 |
% |
|
|
35.7 |
% |
The provision for income taxes for the three and six months ended June 30, 2025 was $4.9 million and $6.5 million compared to a provision for income taxes of $1.5 million and $7.5 million in 2024. The change in the effective tax rate is primarily related to lower net income for the three and six months ended June 30, 2025. In addition to lower net income, the increase for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 is also impacted by limitations on the tax deductibility of the loss on extinguishment of debt on the Convertible Senior Notes as the company settled its remaining convertible notes during the second quarter of 2025.
On July 4, 2025, the reconciliation bill, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which includes a broad range of tax reform provisions, including provisions related to bonus depreciation, research and development and foreign derived intangible income, that may affect the Company's financial results. The Company is currently evaluating the impact of these provisions which could affect the Company’s effective tax rate and deferred tax assets in 2025 and future periods.
25
Table of Contents
Non-GAAP Financial Measures
Net Sales, Excluding Surcharges
The tables below present net sales by end-markets, adjusted to exclude surcharges, which represents a financial measure that has not been determined in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We believe presenting net sales by end-markets, both on a gross basis and on a per ton basis, adjusted to exclude raw material and energy surcharges, provides additional insight into key drivers of net sales such as base price and product mix. Due to the fact that the surcharge mechanism can introduce volatility to our net sales, net sales adjusted to exclude surcharges provides management and investors clarity of our core pricing and results. Presenting net sales by end-markets, adjusted to exclude surcharges including on a per ton basis, allows management and investors to better analyze key market indicators and trends and allows for enhanced comparison between our end-markets.
When surcharges are included in a customer agreement and are applicable (i.e., reach the threshold amount), based on the terms outlined in the respective agreement, surcharges are then included as separate line items on a customer’s invoice. These additional surcharge line items adjust base prices to match cost fluctuations due to market conditions. Each month, the Company will post on the surcharges page of its external website, as well as our customer portal, the scrap, alloy, and energy surcharges that will be applied (as a separate line item) to invoices dated in the following month (based upon shipment volumes in the following month). All surcharges invoiced are included in GAAP net sales.
(dollars in millions, ship tons in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended June 30, 2025 |
|
|||||||||||||||||||||
|
|
Industrial |
|
|
Automotive |
|
|
Aerospace & Defense |
|
|
Energy |
|
|
Other |
|
|
Total |
|
||||||
Ship Tons |
|
|
66.5 |
|
|
|
69.6 |
|
|
|
15.4 |
|
|
|
16.2 |
|
|
|
— |
|
|
|
167.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Sales |
|
$ |
104.4 |
|
|
$ |
122.8 |
|
|
$ |
42.1 |
|
|
$ |
30.8 |
|
|
$ |
4.5 |
|
|
$ |
304.6 |
|
Less: Surcharges |
|
|
28.6 |
|
|
|
24.8 |
|
|
|
5.7 |
|
|
|
7.8 |
|
|
|
— |
|
|
|
66.9 |
|
Base Sales |
|
$ |
75.8 |
|
|
$ |
98.0 |
|
|
$ |
36.4 |
|
|
$ |
23.0 |
|
|
$ |
4.5 |
|
|
$ |
237.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Sales / Ton |
|
$ |
1,570 |
|
|
$ |
1,764 |
|
|
$ |
2,734 |
|
|
$ |
1,901 |
|
|
$ |
— |
|
|
$ |
1,816 |
|
Surcharges / Ton |
|
$ |
430 |
|
|
$ |
356 |
|
|
$ |
370 |
|
|
$ |
481 |
|
|
$ |
— |
|
|
$ |
399 |
|
Base Sales / Ton |
|
$ |
1,140 |
|
|
$ |
1,408 |
|
|
$ |
2,364 |
|
|
$ |
1,420 |
|
|
$ |
— |
|
|
$ |
1,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Three Months Ended June 30, 2024 |
|
|||||||||||||||||||||
|
|
Industrial |
|
|
Automotive |
|
|
Aerospace & Defense |
|
|
Energy |
|
|
Other |
|
|
Total |
|
||||||
Ship Tons |
|
|
56.4 |
|
|
|
67.8 |
|
|
|
16.4 |
|
|
|
9.5 |
|
|
|
— |
|
|
|
150.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Sales |
|
$ |
103.0 |
|
|
$ |
122.3 |
|
|
$ |
43.7 |
|
|
$ |
20.9 |
|
|
$ |
4.8 |
|
|
|
294.7 |
|
Less: Surcharges |
|
|
24.6 |
|
|
|
24.7 |
|
|
|
5.3 |
|
|
|
4.7 |
|
|
|
— |
|
|
|
59.3 |
|
Base Sales |
|
$ |
78.4 |
|
|
$ |
97.6 |
|
|
$ |
38.4 |
|
|
$ |
16.2 |
|
|
$ |
4.8 |
|
|
|
235.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Sales / Ton |
|
$ |
1,826 |
|
|
$ |
1,804 |
|
|
$ |
2,665 |
|
|
$ |
2,200 |
|
|
$ |
— |
|
|
$ |
1,963 |
|
Surcharges / Ton |
|
$ |
436 |
|
|
$ |
364 |
|
|
$ |
323 |
|
|
$ |
495 |
|
|
$ |
— |
|
|
$ |
395 |
|
Base Sales / Ton |
|
$ |
1,390 |
|
|
$ |
1,440 |
|
|
$ |
2,342 |
|
|
$ |
1,705 |
|
|
$ |
— |
|
|
$ |
1,568 |
|
26
Table of Contents
(dollars in millions, ship tons in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Six Months Ended June 30, 2025 |
|
|||||||||||||||||||||
|
|
Industrial |
|
|
Automotive |
|
|
Aerospace & Defense |
|
|
Energy |
|
|
Other |
|
|
Total |
|
||||||
Ship Tons |
|
|
132.8 |
|
|
|
133.6 |
|
|
|
24.0 |
|
|
|
30.1 |
|
|
|
— |
|
|
|
320.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Sales |
|
$ |
206.1 |
|
|
$ |
236.0 |
|
|
$ |
74.6 |
|
|
$ |
59.5 |
|
|
$ |
8.9 |
|
|
$ |
585.1 |
|
Less: Surcharges |
|
|
55.1 |
|
|
|
46.5 |
|
|
|
9.1 |
|
|
|
14.5 |
|
|
|
— |
|
|
|
125.2 |
|
Base Sales |
|
$ |
151.0 |
|
|
$ |
189.5 |
|
|
$ |
65.5 |
|
|
$ |
45.0 |
|
|
$ |
8.9 |
|
|
$ |
459.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Sales / Ton |
|
$ |
1,552 |
|
|
$ |
1,766 |
|
|
$ |
3,108 |
|
|
$ |
1,977 |
|
|
$ |
— |
|
|
$ |
1,826 |
|
Surcharges / Ton |
|
$ |
415 |
|
|
$ |
348 |
|
|
$ |
379 |
|
|
$ |
482 |
|
|
$ |
— |
|
|
$ |
391 |
|
Base Sales / Ton |
|
$ |
1,137 |
|
|
$ |
1,418 |
|
|
$ |
2,729 |
|
|
$ |
1,495 |
|
|
$ |
— |
|
|
$ |
1,435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Six Months Ended June 30, 2024 |
|
|||||||||||||||||||||
|
|
Industrial |
|
|
Automotive |
|
|
Aerospace & Defense |
|
|
Energy |
|
|
Other |
|
|
Total |
|
||||||
Ship Tons |
|
|
117.2 |
|
|
|
134.3 |
|
|
|
32.9 |
|
|
|
20.9 |
|
|
|
— |
|
|
|
305.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Sales |
|
$ |
221.9 |
|
|
$ |
245.2 |
|
|
$ |
90.0 |
|
|
$ |
48.9 |
|
|
$ |
10.3 |
|
|
$ |
616.3 |
|
Less: Surcharges |
|
|
54.7 |
|
|
|
51.2 |
|
|
|
11.8 |
|
|
|
11.3 |
|
|
|
— |
|
|
|
129.0 |
|
Base Sales |
|
$ |
167.2 |
|
|
$ |
194.0 |
|
|
$ |
78.2 |
|
|
$ |
37.6 |
|
|
$ |
10.3 |
|
|
$ |
487.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Sales / Ton |
|
$ |
1,893 |
|
|
$ |
1,826 |
|
|
$ |
2,736 |
|
|
$ |
2,340 |
|
|
$ |
— |
|
|
$ |
2,019 |
|
Surcharges / Ton |
|
$ |
467 |
|
|
$ |
381 |
|
|
$ |
359 |
|
|
$ |
541 |
|
|
$ |
— |
|
|
$ |
423 |
|
Base Sales / Ton |
|
$ |
1,426 |
|
|
$ |
1,445 |
|
|
$ |
2,377 |
|
|
$ |
1,799 |
|
|
$ |
— |
|
|
$ |
1,596 |
|
27
Table of Contents
Liquidity and Capital Resources
Credit Agreement
On September 30, 2022, the Company, as borrower, and certain domestic subsidiaries of the Company, as subsidiary guarantors, entered into a Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, which further amended and restated the Company’s secured Third Amended and Restated Credit Agreement, dated as of October 15, 2019.
Refer to “Note 10 - Financing Arrangements” in the Notes to the unaudited Consolidated Financial Statements for additional information.
Convertible Notes
The principal amount of the Convertible Senior Notes due 2025 upon issuance was $46.0 million. Transaction costs related to the Convertible Senior Notes due 2025 incurred upon issuance were $1.5 million. These costs were amortized to interest expense over the term of the notes. The Indenture for the Convertible Senior Notes due 2025 provided that notes will become convertible during a quarter when the share price for 20 trading days during the final 30 trading days of the immediately preceding quarter was greater than 130% of the conversion price. This criterion was met during the fourth quarter of 2024, and the only remaining noteholder requested to settle the notes during the first quarter of 2025. During the second quarter of 2025, in accordance with the procedures set forth in the Indenture, the Company repaid, in cash, the remaining $5.5 million principal amount of the Convertible Senior Notes. Based on the fair value, the total cash paid to the noteholder was $9.1 million and a loss on extinguishment of debt of $3.6 million was recognized.
For additional details regarding the Convertible Notes please refer to “Note 11 - Financing Arrangements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Additional Liquidity Considerations
The following represents a summary of key liquidity measures under the Amended Credit Agreement as of June 30, 2025 and December 31, 2024:
|
|
June 30, |
|
|
December 31, |
|
||
Cash and cash equivalents |
|
$ |
190.8 |
|
|
$ |
240.7 |
|
|
|
|
|
|
|
|
||
Credit Agreement: |
|
|
|
|
|
|
||
Maximum availability |
|
$ |
400.0 |
|
|
$ |
400.0 |
|
Suppressed availability(1) |
|
|
(148.5 |
) |
|
|
(176.8 |
) |
Availability |
|
|
251.5 |
|
|
|
223.2 |
|
Amount borrowed |
|
|
— |
|
|
|
— |
|
Letter of credit obligations |
|
|
(5.3 |
) |
|
|
(5.3 |
) |
Availability not borrowed |
|
$ |
246.2 |
|
|
$ |
217.9 |
|
|
|
|
|
|
|
|
||
Total liquidity |
|
$ |
437.0 |
|
|
$ |
458.6 |
|
(1) As of June 30, 2025, and December 31, 2024, Metallus had less than $400.0 million in collateral assets to borrow against.
Our principal sources of liquidity are cash and cash equivalents, cash flows from operations and available borrowing capacity under our Credit Agreement. As of June 30, 2025, taking into account our view of industrial, automotive, aerospace & defense and energy market demand for our products, and our 2025 operating and long-range plan, we believe that our cash balance as of June 30, 2025, projected cash generated from operations, borrowings available under the Credit Agreement and committed government funding to support capital investments, will be sufficient to satisfy our working capital needs, capital expenditures and other liquidity requirements associated with our operations, including servicing our debt and pension and postretirement benefit obligations, for at least the next twelve months. We expect capital expenditures to be approximately $125 million in 2025, inclusive of approximately $90 million of capital expenditures funded by the U.S. government.
28
Table of Contents
In the first half of 2025, the Company contributed a total of $58.5 million in pension contributions, most of which related to the Bargaining Plan, and anticipates additional contributions of approximately $3.5 million to the Bargaining Plan throughout the remainder of 2025.
To the extent our liquidity needs prove to be greater than expected or cash generated from operations is less than anticipated, and cash on hand or credit availability is insufficient, we would seek additional financing to provide additional liquidity. We regularly evaluate our potential access to the equity and debt capital markets as sources of liquidity and we believe additional financing would likely be available if necessary, although we can make no assurance as to the form or terms of any such financing.
We continue to evaluate the best use of our liquidity which would allow us to invest in profitable growth, maintain a strong balance sheet, and return capital to shareholders.
For the six months ended June 30, 2025, the Company repurchased approximately 0.7 million common shares at an aggregate cost of $8.9 million in the open market, which equates to an average repurchase price of $13.75 per share. As of June 30, 2025, the Company had a balance of $93.9 million remaining under its share repurchase program. The share repurchase program is intended to return capital to shareholders while also offsetting dilution from annual equity compensation awards. The share repurchase program does not require the Company to acquire any dollar amount or number of shares and may be modified, suspended, extended or terminated by the Company at any time without prior notice. These authorizations reflect the continued confidence of the Board and senior leadership in the Company’s ability to generate sustainable through-cycle profitability while maintaining a strong balance sheet and cash flow.
Cash Flows
The following table reflects the major categories of cash flows for the six months ended June 30, 2025 and 2024. For additional details, please refer to the unaudited Consolidated Statements of Cash Flows included in this quarterly report.
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net cash provided (used) by operating activities |
|
$ |
(4.1 |
) |
|
$ |
41.7 |
|
Net cash provided (used) by investing activities |
|
|
(25.6 |
) |
|
|
(21.5 |
) |
Net cash provided (used) by financing activities |
|
|
(20.6 |
) |
|
|
(28.1 |
) |
Increase (Decrease) in Cash and Cash Equivalents |
|
$ |
(50.3 |
) |
|
$ |
(7.9 |
) |
Operating activities
Net cash used by operating activities for the six months ended June 30, 2025 was $4.1 million compared to net cash provided of $41.7 million for the six months ended June 30, 2024. The change was primarily driven by higher working capital use of cash in the first half of 2025, lower profitability in the first half of 2025, an increase in first half 2025 required pension contributions, and insurance recoveries received in 2024, partially offset by the receipt of an income tax refund in 2025.
Investing activities
Net cash used by investing activities for the six months ended June 30, 2025 was $25.6 million compared to net cash used of $21.5 million for the six months ended June 30, 2024. The change was due to higher capital expenditures in the first half of 2025 compared to the first half of 2024, partially offset by proceeds from government funding.
Financing activities
Net cash used by financing activities for the six months ended June 30, 2025 was $20.6 million compared to net cash used of $28.1 million for the six months ended June 30, 2024. The change was primarily due to lower shares surrendered for taxes during the first half of 2025 compared to the same period in 2024, lower repurchases of common shares in 2025 compared to the same period in 2024, partially offset by the repurchase of Convertible Notes during the second quarter of 2025.
29
Table of Contents
Critical Accounting Policies and Estimates
Our financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We review our critical accounting policies throughout the year.
New Accounting Guidance
See “Note 2 - Recent Accounting Pronouncements” in the Notes to the unaudited Consolidated Financial Statements.
Forward-Looking Statements
Certain statements set forth in this Quarterly Report on Form 10-Q (including our forecasts, beliefs and expectations) that are not historical in nature are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, Management’s Discussion and Analysis of Financial Condition and Results of Operations contains numerous forward-looking statements. Forward-looking statements generally will be accompanied by words such as “anticipate,” “aspire,” “believe,” “could,” “estimate,” “expect,” “forecast,” “outlook,” “intend,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strategic direction,” “strategy,” “target,” “will,” “would,” or other similar words, phrases or expressions that convey the uncertainty of future events or outcomes. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Form 10-Q. We caution readers that actual results may differ materially from those expressed or implied in forward-looking statements made by or on behalf of us due to a variety of factors, such as:
30
Table of Contents
You are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results, and that the above list should not be considered to be a complete list. Except as required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Further, this report includes our current policy and intent and is not intended to create legal rights or obligations. Certain standards of measurement and performance contained in this report are developing and based on assumptions, and no assurance can be given that any plan, objective, initiative, projection, goal, mission, commitment, expectation, or prospect set forth in this report can or will be achieved. Inclusion of information in this report is not an indication that the subject or information is material to our business or operating results.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For quantitative and qualitative disclosures about market risk, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There were no material changes in our exposure to market risk since December 31, 2024.
31
Table of Contents
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures
As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)). Based upon that evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
(b) Changes in Internal Control Over Financial Reporting
During the Company’s most recent fiscal quarter, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
32
Table of Contents
Part II. Other Information
Item 1. Legal Proceedings
We are involved in various claims and legal actions arising in the ordinary course of business. In the opinion of our management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
Item 1A. Risk Factors
We are subject to various risks and uncertainties in the course of our business. The discussion of such risks and uncertainties may be found under Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The table below provides information concerning our repurchase of common shares for the three months ended June 30, 2025.
(Dollars in millions, except per share data) |
|
Total number of shares purchased (1) |
|
|
Average price paid per share (2) |
|
|
Total number of shares purchased as part of publicly announced plans or programs (1) |
|
|
Maximum dollar value of shares that may yet be purchased under the plans or programs (3) |
|
||||
Beginning shares available |
|
|
|
|
|
|
|
|
|
|
$ |
97.2 |
|
|||
April, 2025 |
|
|
96,130 |
|
|
$ |
12.47 |
|
|
|
96,130 |
|
|
$ |
96.0 |
|
May, 2025 |
|
|
87,985 |
|
|
$ |
12.55 |
|
|
|
87,985 |
|
|
$ |
94.9 |
|
June, 2025 |
|
|
71,287 |
|
|
$ |
14.24 |
|
|
|
71,287 |
|
|
$ |
93.9 |
|
Quarter-to-date |
|
|
255,402 |
|
|
$ |
12.99 |
|
|
|
255,402 |
|
|
$ |
93.9 |
|
Subsequent to June 2025, the Company repurchased approximately 0.1 million common shares at an aggregate cost of $ 1.1 million, which equates to an average repurchase price of $16.36 per share. As of July 31, 2025, the Company had a balance of $92.8 million remaining under its authorized share repurchase program.
(1) The Company may utilize various methods to repurchase shares, which could include open market repurchases, including repurchases through Rule 10b5-1 plans, privately-negotiated transactions or by other means. The actual timing, number and value of shares repurchased under the program will depend on a number of factors, including the price of the Company's shares, general market and economic conditions, capital needs and other factors.
(2) The average price paid per share excludes any broker commissions.
(3) Since December 20, 2021, the Board of Directors has authorized the Company to repurchase up to $225 million of its outstanding common shares under its share repurchase program. The share repurchase program does not require the Company to acquire any dollar amount or numbers of shares and does not have an expiration date.
33
Table of Contents
Item 5. Other Information
During the quarter ended June 30, 2025, an officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted a written plan for the sale of the Company’s common shares intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) (“Rule 10b5-1 trading arrangements”) as follows:
On
On
On
On
Each of the above-named officers is currently and is expected to remain in compliance with his or her share ownership guidelines following the sale of any common shares pursuant to his or her 10b5-1 trading arrangement.
34
Table of Contents
Item 6. Exhibits
Exhibit Number |
|
Exhibit Description |
|
|
|
31.1* |
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2* |
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1** |
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101.INS* |
|
Inline XBRL Instance Document. |
|
|
|
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document. |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Filed herewith.
** Furnished herewith.
35
Table of Contents
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
METALLUS INC. |
|
|
|
|
|
|
Date: |
August 7, 2025 |
/s/John M. Zaranec |
|
|
John M. Zaranec Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
36
