UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2020

Ryerson Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-34735

(Commission File Number)

26-1251524

(I.R.S. Employer Identification No.)

227 W. Monroe St., 27^th Floor, Chicago, IL 60606

(Address of principal executive offices and zip code)

(312) 292-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

      Emerging growth company      ☐

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

Item 2.02.   Results of Operations and Financial Condition.

The information contained within Item 2.02 of this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On March 4, 2020, Ryerson Holding Corporation (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In connection with its press release announcing its financial results, the Company also provided a presentation to investors using slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.2 and incorporated herein by reference.

d) Exhibits

The following exhibits are furnished with this report:

SIGNATURE

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 hereunto duly authorized.

Dated: March 4, 2020

Exhibit 99.1

Media and Investor Contact:

Justine Carlson

312.292.5130

Ryerson Reports Fourth Quarter and Full-Year 2019 Results

Gained market share, achieved same-store expense leverage & reduced debt with strong operating cash flow generation in 2019.

CHICAGO – March 4, 2020 – Ryerson Holding Corporation (NYSE: RYI), a leading value-added processor and distributor of industrial metals, today reported results for the fourth quarter and full-year ended December 31, 2019.

Q4 2019 Key Metrics:

A reconciliation of non-GAAP financial measures to the comparable GAAP measure is included below in this news release.

A reconciliation of non-GAAP financial measures to the comparable GAAP measure is included below in this news release.

Management Commentary

Eddie Lehner, President and Chief Executive Officer of Ryerson said, “First, I want to thank our valued customers for their business which we never take for granted. I also want to thank my Ryerson teammates for their performance in navigating the challenging industrial metals demand and price environments experienced throughout the year in the form of both prolonged

commodity price deflation as well as industry wide demand contraction. While Metals Service Center Industry (“MSCI”) shipments decreased by more than seven percent in North America in 2019, Ryerson gained market share year-over-year with same-store North American shipments down only 1.3 percent.”

“In addition,” Mr. Lehner continued, “regardless of the year’s turbulence, Ryerson successfully acted upon opportunities presented within the year while continuing to progress toward our long-term financial targets by gaining market share, achieving same-store expense leverage, generating significant cash from operations, reducing debt year-over-year, and building net book value of equity to its highest level in more than ten years. We made these advances amidst the ongoing turnaround at Central Steel & Wire, or CS&W, which, although showing noteworthy progress to date, was significantly impacted by the recessed industry conditions noted throughout 2019. In all, these accomplishments demonstrate a stronger, more cycle-resilient Ryerson that continues to invest in creating exceptional customer experiences at speed and scale.”

Fourth Quarter Results

Ryerson achieved revenues of $961.5 million in the fourth quarter of 2019, a decrease of 17.1 percent compared to $1.16 billion for the same period last year, with average selling prices down 11.6 percent and tons shipped down 6.2 percent. Gross margin expanded to 18.8 percent, compared to 18.5 percent in the third quarter of 2019, and 17.2 percent for the same quarter last year. Included in fourth quarter 2019 cost of materials sold was LIFO income of $6.5 million, compared to LIFO income of $29.6 million in the third quarter of 2019, and LIFO expense of $0.9 million in the fourth quarter of 2018. Excluding LIFO, gross margin was 18.1 percent in the fourth quarter of 2019 compared to 15.8 percent in the third quarter of 2019, and 17.3 percent in the fourth quarter of 2018. A reconciliation of gross margin, excluding LIFO to gross margin is included below in this news release.  

Reflective of depressed industry shipments, Ryerson reduced warehousing, delivery, selling, general, and administrative expense by $28.4 million, or 16.6 percent, in the fourth quarter of 2019 compared to the year-ago period. Warehousing, delivery, selling, general, and administrative expenses as a percentage of sales were relatively flat in the fourth quarter of 2019 at 14.9 percent compared to 14.8 percent in the fourth quarter of 2018 as the Company managed expenses in line with year-over-year declines in revenue. However, on a same-store basis (excluding CS&W), warehousing, delivery, selling, general, and administrative expenses decreased by $24.4 million, or 17.6 percent, and also decreased as a percentage of sales from 14.0 percent to 13.5 percent.

Net income attributable to Ryerson Holding Corporation was $26.4 million, or $0.69 per diluted share, in the fourth quarter of 2019 compared to $0.6 million, or $0.01 per diluted share, in the prior year period. Adjusted net income attributable to Ryerson Holding Corporation, excluding the gain on bargain purchase related to the CS&W acquisition, gain on sale of assets related to the sale-leaseback transaction of nine of our facilities, restructuring and other charges, loss on retirement of debt, and the associated income taxes on these items, was $11.6 million for the fourth quarter of 2019, or $0.30 per diluted share compared to $6.2 million or $0.16 per diluted share in the prior year period. Ryerson achieved Adjusted EBITDA, excluding LIFO of $46.9 million in the fourth quarter of 2019, a decrease of $3.6 million compared to the fourth quarter of 2018, or $17.4 million more than the third quarter of 2019. Adj. EBITDA, excluding LIFO exceeded the guidance articulated in our third quarter 2019 news release due to a reduction of $11.0 million of accrued vacation expense resulting from changes to our vacation policy that were adopted at the end of the year which altered the timing of accrual recognition. A reconciliation of Adjusted net income to net income attributable to Ryerson Holding Corporation and Adjusted EBITDA, excluding LIFO to net income attributable to Ryerson Holding Corporation is included below in this news release.

2019 Results

Full-year 2019 revenues were $4.50 billion, an increase of 2.1 percent compared to 2018, with tons shipped 5.0 percent higher and average selling prices 2.7 percent lower. On a same-store basis, excluding the contributions of CS&W from the second half of 2018 and full-year 2019 results, revenues were $3.93 billion in 2019 compared to $4.06 billion in 2018, with tons shipped down 1.9 percent and average selling prices down 1.5 percent. Warehousing, delivery, selling, general, and administrative expenses increased by $22.1 million, or 3.6 percent, and increased as a percentage of sales from 13.9 percent to 14.1 percent in 2019 compared to 2018. Ryerson’s prudent expense management during the weakened demand environment was clearly exhibited on a same-store basis, as warehousing, delivery, selling, general, and administrative expenses decreased by $31.1 million, or 5.7 percent, and also decreased as a percentage of sales from 13.5 percent in 2018 to 13.2 percent in 2019.

Net income attributable to Ryerson Holding Corporation was $82.4 million, or $2.17 per diluted share, in 2019 compared to $106.0 million, or $2.81 per diluted share, for the prior year. Adjusted net income attributable to Ryerson Holding Corporation, excluding the gain on bargain purchase related to the CS&W acquisition, gain on sale of assets related to the sale-leaseback transaction, gain on insurance settlement, restructuring and other charges, loss on retirement of debt, and the associated income taxes on these items was $67.9 million for 2019, or $1.79 per  diluted share compared to $40.4 million, or $1.07 per diluted share for 2018. Adjusted EBITDA, excluding LIFO was $190.1 million in 2019 compared to $308.0 million in 2018. Reconciliations of Adjusted EBITDA, excluding LIFO and adjusted net income to net income attributable to Ryerson Holding Corporation are included below in this news release.

CS&W Results

Concluding a year and a half within the Ryerson family of companies, CS&W continued to track above post-acquisition targets by achieving $25 million in annualized expense take-outs, realizing $12 million in cumulative proceeds from real estate sales for operations that were consolidated into existing facilities, and exceeding customer account retention expectations. CS&W was acquired with significant working capital of nearly 140 days of inventory supply, and management continues to target levels more in-line with Ryerson’s same-store service center metrics. However, days of supply at CS&W increased from 92 days at the end of the third quarter of 2019 to 103 at the end of the fourth quarter of 2019 due in part to shipment declines reflective of industry demand weakness as well as opportunistic restocking of carbon steel inventories. Adj. EBITDA, excluding LIFO improved quarter-over-quarter from a loss of $4.5 million in the third quarter to a slight loss of $0.3 million in the fourth quarter, aided by gross margin expansion and execution of structural expense take-outs that are consistent with management’s turnaround strategy. As the early innings of CS&W’s turnaround progress with synergies coming together, structural expense reductions taking hold, and operational efficiencies moving through its next phases, management maintains its long-term, mid-cycle target of $600 million in revenue and $50 million in Adjusted EBITDA, excluding LIFO on an annual basis for the CS&W business.

Liquidity & Debt Management

At the end of the fourth quarter of 2019, Ryerson had 84 days of supply in inventory, up from 76 days at the end of the third quarter. On a same-store basis, Ryerson had 81 days of supply due to opportunistic carbon restocking and progressive shipment declines through the 4^th quarter.

Cash generated by operating activities was $62.6 million for the fourth quarter of 2019 compared to $119.8 million in the year-ago period. We utilized our cash flow from operations to reduce debt by $56.8 million and invest in capital expenditures of $13.3 million during the quarter. In total, due to the lower working capital requirements, Ryerson generated $193.1 million from operating activities in 2019 compared to $57.4 million in 2018, and primarily utilized the cash generated to reduce outstanding debt by $171.5 million. At the same time, Ryerson maintained ample liquidity of $439 million as of December 31, 2019 to operate our business.

Corporate Controller and Chief Accounting Officer Molly Kannan said, “Despite the challenges our industry faced in 2019 with decreased demand and falling commodity prices, Ryerson generated significant counter-cyclical cash flow and continued to prioritize balance sheet deleveraging. As of the close of the year, we reduced outstanding debt by $172 million compared to 2018. In addition, Ryerson completed a sale-leaseback transaction in the fourth quarter of 2019, which generated a total of $62 million in net proceeds, which we can use for capital expenditures and debt reduction, and resulted in a $21 million gain on sale. And finally, in acknowledgement of the significant improvements in the company’s operating performance, we are pleased that Moody’s Ratings upgraded Ryerson’s corporate rating to B2 and the senior secured rating to B3. This rating upgrade builds upon the favorable first-time B+ rating awarded to Ryerson during the third quarter by Fitch Ratings, who also recognized our improved operating performance concurrent with a strengthened balance sheet. Together with S&P’s existing B rating on Ryerson’s senior secured debt, Ryerson’s senior secured bonds are B rated across the board. In all, the fourth quarter and full-year 2019 periods proved to be commendable in terms of improving Ryerson’s credit profile, fortifying the balance sheet, and building forward momentum for further deleveraging.”

Outlook Commentary

For the first quarter of 2020, Ryerson anticipates revenues of $1.03 billion to $1.07 billion, driven by the normal seasonality patterns experienced in prior years, but mildly tempered by the recessed manufacturing demand that has carried over from the 2^nd half of 2019. In addition, the Coronavirus outbreak is causing temporary and partial operational interruptions within our

China service centers, resulting in decreased shipping days and reducing our revenue outlook for the first quarter by approximately $15 million year-over-year. We cannot yet quantitatively estimate the Coronavirus’s impact to Ryerson’s North American business, however, qualitatively, we expect that it will be a drag on business sentiment and activity. Therefore, Ryerson sequential shipment growth for the first quarter is expected to be in the range of 7 to 9 percent, excluding China. At this point in the first quarter, current carbon prices have increased sequentially, stainless surcharges have continued to decline since their peak in October, and aluminum prices continue to decline on tepid demand and over-supply. Despite these commodity price driver dynamics, Ryerson expects average selling prices in the first quarter to be flat to up 2 percent compared to the fourth quarter due to recovering carbon pricing, lower China shipments, and higher transactional shipment volumes relative to program shipment volumes. LIFO income in the first quarter is expected to be in the range of $21 to $25 million as average inventory costs continue to move closer to replacement costs. Given these expectations, Adjusted EBITDA, excluding LIFO is expected to be in the range of $34 to $38 million and earnings per diluted share are expected to be in the range of $0.31 to $0.42. A reconciliation of Adjusted EBITDA, excluding LIFO to net income is included below in this news release.

Earnings Call Information

Ryerson will host a conference call to discuss its fourth quarter and full-year 2019 results Thursday, March 5, 2020 at 10 a.m. Eastern Time. Participants may access the conference call by dialing 833-241-7253 (Domestic) or 647-689-4217 (International) and using conference ID 8678507. The live online broadcast will be available on the Company’s investor relations website, ir.ryerson.com. A replay will be available at the same website for 90 days.  

About Ryerson

Ryerson is a leading value-added processor and distributor of industrial metals, with operations in the United States, Canada, Mexico, and China. Founded in 1842, Ryerson has around 4,500 employees in approximately 100 locations. Visit Ryerson at www.ryerson.com.

Safe Harbor Provision

Certain statements made in this press release and other written or oral statements made by or on behalf of the Company constitute “forward-looking statements” within the meaning of the federal securities laws, including statements regarding our future performance, as well as management’s expectations, beliefs, intentions, plans, estimates, or projections relating to the future. Such statements can be identified by the use of forward-looking terminology such as “objectives,” “goals,” “preliminary,” “range,” “believes,” “expects,” “may,” “estimates,” “will,” “should,” “plans,” or “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. The Company cautions that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of various factors. Among the factors that significantly impact the metals distribution industry and our business are: the cyclicality of our business; the highly competitive, volatile, and fragmented market in which we operate; fluctuating metal prices; our substantial indebtedness and the covenants in instruments governing such indebtedness; the integration of acquired operations; regulatory and other operational risks associated with our operations located inside and outside of the United States; work stoppages; obligations under certain employee retirement benefit plans; the ownership of a majority of our equity securities by a single investor group; currency fluctuations; and consolidation in the metals producer industry. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth above and those set forth under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2019, and in our other filings with the Securities and Exchange Commission. Moreover, we caution against placing undue reliance on these statements, which speak only as of the date they were made. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events or circumstances, new information or otherwise.