10-Q: CMC Posts Strong Earnings, Expands Precast Platform
Quarterly Report
Commercial Metals Company reported significantly increased net earnings and diluted EPS for the quarter and six months ended February 28, 2026, driven by strategic acquisitions and improved steel product margins.
Summary
- Net sales increased 22% to $2.13 billion for the three months and 16% to $4.25 billion for the six months ended February 28, 2026, compared to the prior year periods.
- Net earnings surged to $93.0 million ($0.83 diluted EPS) for the three months and $270.3 million ($2.41 diluted EPS) for the six months, a significant improvement from $25.5 million ($0.22 diluted EPS) and a net loss of $150.2 million ($-1.32 diluted EPS) in the corresponding prior year periods.
- Completed the acquisitions of Foley Products Company, LLC for approximately $1.84 billion and Concrete Pipe and Precast, LLC (CP&P) for approximately $675 million, establishing a new precast concrete platform.
- Funded the Foley acquisition by issuing $1.0 billion of 5.750% senior unsecured notes due November 2033 and $1.0 billion of 6.000% senior unsecured notes due December 2035.
- Increased the revolving credit facility capacity from $600 million to $1.0 billion and extended its maturity to December 17, 2030.
- North America Steel Group's Adjusted EBITDA increased 97% for the three months and 74% for the six months, primarily due to a 31% and 29% expansion in steel products metal margin per ton, respectively.
- Construction Solutions Group's net sales grew 98% for the three months and 56% for the six months, largely driven by the newly acquired precast platform, which contributed $144.6 million in net sales and $33.6 million in Adjusted EBITDA.
- Europe Steel Group's Adjusted EBITDA decreased 290% for the three months and 64% for the six months, mainly due to a reduction in government assistance payments from Poland ($15.6 million in current six months vs. $48.1 million in prior six months).
- Litigation expense related to the Pacific Steel Group (PSG) antitrust suit was $7.8 million for the six months ended February 28, 2026, primarily representing post-judgment interest, significantly lower than the $354.7 million recorded in the prior year period for the initial judgment.
- Recognized an income tax benefit of $53.8 million for the six months ended February 28, 2026, related to a federal investment tax credit for the West Virginia micro mill construction.
- Repurchased $57.2 million of common stock during the six months, with $147.8 million remaining authorization.
Sentiment
Score: 8
Explanation: StockSavvy.ai views this as a strong report, marked by a significant financial turnaround and successful execution of strategic acquisitions that expand the company's market reach and product offerings. While increased debt and ongoing litigation present challenges, the core business performance and future growth initiatives are positive.
Positives
- Significant increase in net earnings and diluted EPS for both the three and six-month periods.
- Strong revenue growth across the company, particularly in the North America Steel Group and Construction Solutions Group.
- Substantial expansion in steel products metal margins in the North America Steel Group (31% for three months, 29% for six months).
- Successful integration and contribution from the newly acquired Foley and CP&P precast businesses.
- Increased borrowing capacity under the revolving credit facility from $600 million to $1.0 billion, extending maturity to December 2030.
- Recognition of a $53.8 million federal investment tax credit for the West Virginia micro mill, significantly lowering the effective tax rate.
- Net cash flows from operating activities increased to $370.5 million for the six months, up from $245.5 million in the prior year.
- The significant litigation expense from the prior year ($354.7 million) did not recur at the same magnitude, leading to a substantial turnaround in overall profitability.
Negatives
- Cash and cash equivalents decreased significantly from $1.04 billion to $495.0 million, primarily due to funding the acquisitions.
- Long-term debt increased substantially from $1.31 billion to $3.31 billion to finance the Foley acquisition, increasing financial leverage.
- Goodwill increased by over $1.7 billion due to acquisitions, which carries impairment risk.
- Europe Steel Group's Adjusted EBITDA declined significantly (64% for six months) due to reduced government assistance payments, despite improved metal margins.
- Ongoing litigation with Pacific Steel Group (PSG) still poses a risk, with a $110 million trebled judgment currently under appeal, which could have a significant impact on liquidity if not overturned.
- SG&A expenses increased due to acquisition-related transaction expenses, higher employee-related costs, and IT upgrade projects.
- Interest expense increased significantly due to the issuance of new senior notes.
Risks
- Changes in economic conditions which affect demand for products or construction activity generally, and the impact of such changes on the highly cyclical steel industry.
- Rapid and significant changes in the price of metals, potentially impairing inventory values due to declines in commodity prices or reducing the profitability of downstream contracts within vertically integrated steel operations due to rising commodity pricing.
- Excess capacity in the industry, particularly in China, and product availability from competing steel mills and other steel suppliers including import quantities and pricing, especially if Section 232 or other import tariffs, quotas or duties are relaxed, repealed, challenged legally or expire.
- The impact of additional steelmaking capacity expected to come online from a number of ongoing electric arc furnace projects in the U.S.
- The impact of geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war on the global economy, inflation, energy supplies and raw materials.
- Operating and startup risks, as well as market risks associated with the commissioning of new projects like the West Virginia micro mill, could prevent the realization of anticipated benefits and could result in a loss of all or a substantial part of investments.
- Litigation claims and settlements, court decisions, regulatory rulings and legal compliance risks, including those related to the PSG litigation, where a $110 million trebled judgment is under appeal and could significantly impact liquidity if not overturned or reduced, and a second lawsuit seeking approximately $29 million in damages.
- The ability to successfully identify, consummate and integrate acquisitions and realize any or all of the anticipated synergies or other benefits of acquisitions.
- The effects that acquisitions may have on financial leverage.
- Compliance with and changes in existing and future laws, regulations and other legal requirements and judicial decisions that govern the business, including increased environmental regulations associated with climate change and greenhouse gas emissions.
- Availability and pricing of raw materials and other items over which the company exerts little influence, including scrap metal, energy and insurance.
Future Outlook
The company expects to begin production at its fourth micro mill in West Virginia during 2026 and anticipates its 2026 capital spending to be approximately $600 million, largely for this project. Management believes current cash balances, operating cash flows, and available liquidity will be sufficient to cover operations, capital expenditures, litigation expenses, dividends, and opportunistic share repurchases for at least the next twelve months, with long-term liquidity also expected to be sufficient. The company is monitoring macroeconomic trends, including the duration and scope of steel import tariffs, and expects final determinations for antidumping duties on rebar imports from Algeria, Bulgaria, Egypt, and Vietnam later this year. An estimated net gain of $10.6 million from cash flow hedging instruments is expected to be reclassified into net earnings within the next twelve months.
Management Comments
- We are confident we conducted our business appropriately and intend to vigorously pursue all reasonably available avenues to have the verdict and judgment overturned.
- Unless the verdict and judgment are overturned or the judgment is significantly reduced, the cash payments incurred in connection with this litigation could have a significant impact on our liquidity.
- We are confident we conducted our business appropriately, believe we have substantial defenses and intend to vigorously defend against PSG's claims.
- We expect to begin production at this micro mill during 2026.
- We anticipate the impact of tariffs to be modest, as we source primarily from domestic suppliers.
- We also anticipate the impact on capital costs to be modest.
- We continually review our capital resources to determine whether we can meet our short and long-term goals.
- For at least the next twelve months, we anticipate our current cash balances, cash flows from operations and available sources of liquidity will be sufficient to maintain operations, make necessary capital expenditures, pay for litigation-related expenses, invest in the development of our fourth micro mill, pay dividends and opportunistically repurchase shares.
- Additionally, we expect our long-term liquidity position will be sufficient to meet our long-term liquidity needs with cash flows from operations and financing arrangements.
- We aim to execute a capital allocation strategy that prioritizes both value-accretive growth and competitive cash returns to stockholders.
- We estimate that our 2026 capital spending will be approximately $600 million, driven by the construction costs for facilities located in Berkeley County, West Virginia.
Industry Context
StockSavvy.ai notes that Commercial Metals Company's strategic expansion into the precast concrete market through the Foley and CP&P acquisitions aligns with a broader industry trend towards integrated construction solutions, aiming to capture more value across the construction supply chain. The strong performance in the North America Steel Group, driven by improved metal margins, reflects a favorable domestic steel market, potentially bolstered by ongoing Section 232 tariffs and successful anti-dumping actions against foreign imports. However, the decline in government assistance in Europe highlights the vulnerability of international operations to changing regional policies and energy cost dynamics. The substantial capital investment in the West Virginia micro mill positions CMC for future growth in key U.S. markets, leveraging domestic production capabilities amidst evolving trade landscapes.
Comparison to Industry Standards
- The company's expansion into precast concrete with the Foley and CP&P acquisitions positions it to compete more directly with diversified construction materials companies like Vulcan Materials Company and Martin Marietta Materials, Inc., which have strong positions in aggregates and downstream products. While direct comparable financial metrics for precast are not fully disaggregated, the strategic move aims to enhance vertical integration and market share in early-stage construction solutions.
- The improved steel products metal margins in North America suggest strong pricing power and efficient operations relative to some pure-play steel producers, especially given the current tariff environment. This performance indicates a competitive advantage in the domestic long steel market compared to global peers facing overcapacity issues.
- The significant increase in long-term debt to finance acquisitions, while strategic, will need careful management compared to industry peers who may have lower leverage ratios. The successful integration and synergy realization from these acquisitions will be critical to justify the increased debt burden.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Senior Vice President, Precast Group | NA | Keith Haas | October 15, 2025 | Appointment in connection with the creation of the precast platform following acquisitions. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Credit Agreement Amendment | Third Amendment and Commitment Increase to the Sixth Amended and Restated Credit Agreement, increasing the revolving credit facility from $600.0 million to $1.0 billion and extending the maturity date from October 26, 2029 to December 17, 2030. | December 17, 2025 | Enhances liquidity and financial flexibility for the company. |
| Segment Name Change | Changed the name of the Emerging Businesses Group segment to Construction Solutions Group to better reflect the business composition and align with strategic priorities following acquisitions. | First quarter of 2026 | No impact on reporting structure or previously reported financial information, but clarifies strategic focus. |
Legal Proceedings
- Pacific Steel Group (PSG) Antitrust Suit (Northern District Court): A jury returned a verdict of $110.0 million in favor of PSG on November 5, 2024, which was subsequently trebled. CMC's motion for a new trial was denied on September 29, 2025. CMC filed a notice of appeal on October 24, 2025. The company recorded $7.8 million in litigation expense for the six months ended February 28, 2026, primarily for post-judgment interest, following a $354.7 million expense in the prior year period. The ultimate resolution is uncertain, and cash payments could significantly impact liquidity if the verdict is not overturned or reduced.
- Pacific Steel Group (PSG) Second Suit (Southern District Court): Filed on March 13, 2022, alleging violations of California state antitrust and unfair competition laws by bidding below costs for rebar projects, seeking approximately $29 million in compensatory damages. CMC's motion for summary judgment was denied on September 29, 2025. No trial has been scheduled. The company has not recorded a liability as a loss is not deemed probable.
Stakeholder Impact
- Shareholders: Positive impact from increased net earnings and EPS, continued dividends, and ongoing share repurchase program. Potential dilution from stock-based compensation. Increased financial leverage from new debt could be a concern.
- Employees: Increased employee-related costs and variable incentive compensation. New Senior Vice President appointment.
- Customers: Expanded product offerings through the new precast platform. Potential for stable pricing due to tariffs and anti-dumping measures.
- Creditors: Increased long-term debt, but the company remains in compliance with all financial covenants.
- Suppliers: Anticipated modest impact of tariffs as the company primarily sources from domestic suppliers.
Next Steps
- Begin production at the West Virginia micro mill during 2026.
- Department of Commerce to announce final affirmative determinations for antidumping duties for Bulgaria, Egypt, and Vietnam later this year.
- Continue to vigorously pursue all available avenues to overturn the PSG antitrust verdict and judgment.
- Vigorously defend against PSG's second lawsuit in the Southern District Court of California.
- Utilize the Qualifying Advanced Energy Project Tax Credit beginning with the fiscal 2026 tax return.
- Evaluate the impact of new FASB ASUs on consolidated financial statements and disclosures.
- Expected commencement of additional leases for heavy-duty vehicles in 2026.
- Jody Absher's Rule 10b5-1 trading arrangement to begin on the later of April 8, 2026, or the third trading day following the filing of this 10-Q.
Key Dates
| Date | Description |
|---|---|
| October 30, 2020 | Pacific Steel Group (PSG) filed an antitrust suit in the U.S. District Court for the Northern District of California. |
| March 13, 2022 | Pacific Steel Group (PSG) filed a second lawsuit in San Diego County Superior Court of California alleging antitrust and unfair competition laws violations. |
| November 5, 2024 | Jury returned a verdict in favor of PSG for $110.0 million in the Northern District Court antitrust suit, subsequently trebled by the court. |
| November 12, 2024 | CMC Steel Fabricators, Inc., CMC Steel US, LLC and CMC Rebar West filed a motion for summary judgment in the second PSG lawsuit, which was later denied. |
| December 20, 2024 | CMC filed a motion with the Northern District Court challenging the jury's verdict and requesting a new trial in the PSG antitrust suit. |
| January 10, 2025 | Company was awarded a Qualifying Advanced Energy Project Tax Credit for the West Virginia micro mill construction. |
| February 10, 2025 | President Trump issued an executive order re-imposing Section 232's 25% tariffs on steel imports from all sources. |
| March 12, 2025 | Effective date for re-imposed Section 232's 25% tariffs on steel imports. |
| May 2025 | Company issued $150.0 million in Series 2025 Bonds. |
| June 4, 2025 | Tariffs on steel imports increased to 50% for all countries except the United Kingdom. |
| June 2025 | Rebar Trade Action Coalition (including CMC) filed a petition with the U.S. International Trade Commission (ITC) alleging dumping by Algeria, Bulgaria, Egypt, and Vietnam. |
| July 2025 | ITC preliminarily determined a reasonable indication of material injury to the U.S. domestic rebar industry regarding the dumping allegations. |
| July 4, 2025 | The One Big Beautiful Bill Act was enacted into law, introducing significant amendments to U.S. tax legislation. |
| September 1, 2025 | Balance date for six months ended February 28, 2026, for certain financial statements. |
| September 29, 2025 | Northern District Court denied CMC's post-trial motion, upholding the jury's verdict in the PSG antitrust suit. Southern District Court denied summary judgment in the second PSG lawsuit. |
| October 15, 2025 | Company entered into a Commitment Letter for a Bridge Facility and Backstop Facility (later eliminated). Keith Haas's employment agreement effective date. |
| October 24, 2025 | Company filed its notice of appeal for the PSG antitrust judgment. |
| October 31, 2025 | Company amended and restated the Commitment Letter to eliminate the Backstop Facility and entered into the Second Amendment to the Credit Agreement. |
| November 2025 | Company issued $1.0 billion of 2033 Notes and $1.0 billion of 2035 Notes. |
| December 1, 2025 | Company completed the acquisition of Concrete Pipe and Precast, LLC (CP&P). |
| December 15, 2025 | Company completed the acquisition of Foley Products Company, LLC. The Commitment Letter terminated. |
| December 17, 2025 | Company entered into the Third Amendment to the Credit Agreement, increasing revolving credit facility capacity and extending maturity. |
| January 8, 2026 | Jody Absher, Senior Vice President, Chief Legal Officer and Corporate Secretary, adopted a Rule 10b5-1 trading arrangement. |
| February 28, 2026 | End of the current quarterly period. |
| March 2026 | Department of Commerce announced preliminary affirmative determinations for dumping by Algeria, Bulgaria, Egypt, and Vietnam. |
| March 25, 2026 | 110,887,384 shares of common stock outstanding. |
| March 31, 2026 | Filing date of the 10-Q report. |
| April 8, 2026 | Earliest start date for Jody Absher's Rule 10b5-1 trading arrangement. |
| May 15, 2026 | First semiannual interest payment due on 2033 Notes. |
| June 15, 2026 | First semiannual interest payment due on 2035 Notes. |
| April 30, 2027 | End date for Jody Absher's Rule 10b5-1 trading arrangement. |
| May 15, 2032 | Mandatory tender for purchase date for Series 2025 Bonds. |
| November 2033 | Maturity date for 5.750% senior unsecured notes. |
| December 2035 | Maturity date for 6.000% senior unsecured notes. |
| 2026 | Expected start of production at the West Virginia micro mill. |
| 2026 | Expected commencement of additional leases for heavy-duty vehicles. |
| December 15, 2026 | Effective date for ASU 2023-09 (Income Tax Disclosures) for fiscal years beginning after this date. |
| December 15, 2026 | Effective date for ASU 2024-03 (Expense Disaggregation Disclosures) for fiscal years beginning after this date. |
| December 15, 2026 | Effective date for ASU 2025-09 (Hedge Accounting Improvements) for fiscal years beginning after this date. |
| December 15, 2026 | Effective date for ASU 2025-12 (Codification Improvements) for fiscal years beginning after this date. |
| December 15, 2027 | Effective date for ASU 2025-06 (Internal-Use Software) for fiscal years beginning after this date. |
| December 15, 2027 | Effective date for ASU 2025-11 (Interim Reporting) for fiscal years beginning after this date. |
| December 15, 2028 | Effective date for ASU 2025-10 (Government Grants) for fiscal years beginning after this date. |
| 2055 | Maturity date for Series 2025 Bonds. |
Recommendation
buyThe company demonstrated a strong financial turnaround, moving from a net loss to substantial net earnings and diluted EPS, driven by robust performance in its North America Steel Group and strategic, value-accretive acquisitions in the precast concrete sector. While the acquisitions significantly increased debt and goodwill, the expansion into early-stage construction solutions diversifies the business and offers long-term growth potential. The ongoing litigation, though a risk, has been largely accounted for in the prior period, and current period expenses are manageable. The federal tax credit for the West Virginia micro mill further enhances profitability. Given the strong operational improvements, strategic growth initiatives, and positive earnings momentum, the stock presents a compelling 'buy' opportunity for long-term investors, despite the increased leverage.
Keywords
steel, construction solutions, precast concrete, rebar, metal margins, acquisitions, SEC filing, 10-Q, financial results, corporate governance, risk management, capital expenditures, litigation, tariffs, micro mill, debt financing, share repurchase, ESG, supply chain
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.