RDUS Radius Recycling Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

 

☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended November 30, 2024

or

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period from __________ to __________

Commission File Number 000-22496

 

RADIUS RECYCLING, INC.

(Exact name of registrant as specified in its charter)

Oregon		93-0341923
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
222 SW Columbia Street, Suite 1150, Portland, Oregon		97201
(Address of principal executive offices)		(Zip Code)

(503) 224-9900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $1.00 par value		RDUS		The Nasdaq Stock Market LLC

 

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. Yes ☒ No ☐

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒	Non-accelerated filer	☐

 

Smaller reporting company	☐	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 27,955,384 shares of Class A common stock, par value of $1.00 per share, and 200,000 shares of Class B common stock, par value of $1.00 per share, outstanding as of January 6, 2025.

 

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RADIUS RECYCLING, INC.

FORM 10-Q

TABLE OF CONTENTS

 

	PAGE
FORWARD-LOOKING STATEMENTS	3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	4
Unaudited Condensed Consolidated Balance Sheets as of November 30, 2024 and August 31, 2024	4
Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended November 30, 2024 and November 30, 2023	5
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended November 30, 2024 and November 30, 2023	6
Unaudited Condensed Consolidated Statements of Equity for the Three Months Ended November 30, 2024 and November 30, 2023	7
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended November 30, 2024 and November 30, 2023	8
Notes to the Unaudited Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures about Market Risk	35
Item 4. Controls and Procedures	36
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	37
Item 1A. Risk Factors	37
Item 5. Other Information	37
Item 6. Exhibits	38
SIGNATURES	39

 

 

 

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FORWARD-LOOKING STATEMENTS

Statements and information included in this Quarterly Report on Form 10-Q by Radius Recycling, Inc. that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Except as noted herein or as the context may otherwise require, all references to “we,” “our,” “us,” “the Company,” “Radius Recycling,” and “Radius” refer to Radius Recycling, Inc. and its consolidated subsidiaries.

Forward-looking statements in this Quarterly Report on Form 10-Q include statements regarding future events or our expectations, intentions, beliefs, and strategies regarding the future, which may include statements regarding the impact of equipment upgrades, equipment failures, and facility damage on production, including timing of repairs and resumption of operations; the realization of insurance recoveries; the Company’s outlook, growth initiatives, or expected results or objectives, including pricing, margins, volumes, and profitability; completion of acquisitions and integration of acquired businesses; the progression and impact of investments in processing and manufacturing technology improvements and information technology systems; the impacts of supply chain disruptions, inflation, and rising interest rates; liquidity positions; our ability to generate cash from continuing operations; trends, cyclicality, and changes in the markets we sell into; strategic direction or goals; targets; changes to manufacturing and production processes; the realization of deferred tax assets; planned capital expenditures; the cost of and the status of any agreements or actions related to our compliance with environmental and other laws; expected tax rates, deductions, and credits; the impact of sanctions and tariffs, quotas, and other trade actions and import restrictions; the impact of pandemics, epidemics, or other public health emergencies; the impact of labor shortages or increased labor costs; obligations under our retirement plans; benefits, savings, or additional costs from business realignment, cost containment, and productivity improvement programs; the potential impact of adopting new accounting pronouncements; and the adequacy of accruals.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and often contain words such as “outlook,” “target,” “aim,” “believes,” “expects,” “anticipates,” “intends,” “assumes,” “estimates,” “evaluates,” “may,” “will,” “should,” “could,” “opinions,” “forecasts,” “projects,” “plans,” “future,” “forward,” “potential,” “probable,” and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

We may make other forward-looking statements from time to time, including in reports filed with the Securities and Exchange Commission, press releases, presentations, and on public conference calls. All forward-looking statements we make are based on information available to us at the time the statements are made, and we assume no obligation to update any forward-looking statements, except as may be required by law. Our business is subject to the effects of changes in domestic and global economic conditions and a number of other risks and uncertainties that could cause actual results to differ materially from those included in, or implied by, such forward-looking statements. Some of these risks and uncertainties are discussed in “Item 1A. Risk Factors” of Part I of our most recent Annual Report on Form 10-K. Examples of these risks include: potential environmental cleanup costs related to the Portland Harbor Superfund site or other locations; the impact of equipment upgrades, equipment failures, and facility damage on production; failure to realize or delays in realizing expected benefits from capital and other projects, including investments in processing and manufacturing technology improvements and information technology systems; the cyclicality and impact of general economic conditions; the impact of inflation and interest rate and foreign currency fluctuations; changing conditions in global markets including the impact of sanctions and tariffs, quotas, and other trade actions and import restrictions; increases in the relative value of the U.S. dollar; economic and geopolitical instability including as a result of military conflict; volatile supply and demand conditions affecting prices and volumes in the markets for raw materials and other inputs we purchase; significant decreases in recycled metal prices; imbalances in supply and demand conditions in the global steel industry; difficulties associated with acquisitions and integration of acquired businesses; supply chain disruptions; reliance on third-party shipping companies, including with respect to freight rates and the availability of transportation; restrictions on our business and financial covenants under the agreement governing our bank credit facilities; potential limitations on our ability to access capital resources and existing credit facilities; the impact of impairment of goodwill and assets other than goodwill; the impact of pandemics, epidemics, or other public health emergencies; inability to achieve or sustain the benefits from productivity, cost savings, and restructuring initiatives; inability to renew facility leases; customer fulfillment of their contractual obligations; the impact of consolidation in the steel industry; product liability claims; the impact of legal proceedings and legal compliance; the impact of climate change; the impact of not realizing deferred tax assets; the impact of tax increases and changes in tax rules; the impact of one or more cybersecurity incidents; the impact of increasing attention to environmental, social, and governance matters; translation risks associated with fluctuation in foreign exchange rates; the impact of hedging transactions; inability to obtain or renew business licenses and permits; environmental compliance costs and potential environmental liabilities; increased environmental regulations and enforcement; compliance with climate change and greenhouse gas emission laws and regulations; the impact of labor shortages or increased labor costs; reliance on employees subject to collective bargaining agreements; and the impact of the underfunded status of multiemployer plans in which we participate.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

RADIUS RECYCLING, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except per share amounts)

		November 30, 2024				August 31, 2024
Assets
Current assets:
Cash and cash equivalents		$	15,223			$	5,552
Accounts receivable, net of allowance for credit losses of $2,376    and $1,918			212,496				258,157
Inventories			306,360				293,932
Refundable income taxes			666				923
Prepaid expenses and other current assets			53,519				50,563
Total current assets			588,264				609,127
Property, plant and equipment, net of accumulated depreciation of $990,432    and $970,237			658,487				672,192
Operating lease right-of-use assets			135,939				123,546
Investments in joint ventures			10,053				9,841
Goodwill			13,105				13,105
Intangibles, net of accumulated amortization of $19,152 and $17,552			27,056				28,656
Deferred income taxes			17,728				18,577
Other assets			60,162				58,725
Total assets		$	1,510,794			$	1,533,769
Liabilities and Equity
Current liabilities:
Short-term borrowings		$	5,573			$	5,688
Accounts payable			180,812				202,498
Accrued payroll and related liabilities			20,807				24,654
Environmental liabilities			13,305				13,232
Operating lease liabilities			20,802				19,262
Accrued income taxes			78				3
Other accrued liabilities			50,277				51,233
Total current liabilities			291,654				316,570
Deferred income taxes			7,768				4,472
Long-term debt, net of current maturities			439,872				409,082
Environmental liabilities, net of current portion			52,314				52,417
Operating lease liabilities, net of current maturities			115,283				104,246
Other long-term liabilities			20,996				21,242
Total liabilities			927,887				908,029
Commitments and contingencies (Note 4)
Radius Recycling, Inc. (“Radius”) shareholders’ equity:
Preferred stock – 20,000 shares $1.00 par value authorized, none issued			—				—
Class A common stock – 75,000 shares $1.00 par value authorized,    27,955 and 27,839 shares issued and outstanding			27,955				27,839
Class B common stock – 25,000 shares $1.00 par value authorized,    200 and 200 shares issued and outstanding			200				200
Additional paid-in capital			30,209				28,828
Retained earnings			563,770				606,417
Accumulated other comprehensive income (loss)			(41,704	)			(40,172	)
Total Radius shareholders’ equity			580,430				623,112
Noncontrolling interests			2,477				2,628
Total equity			582,907				625,740
Total liabilities and equity		$	1,510,794			$	1,533,769

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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RADIUS RECYCLING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share amounts)

		Three Months Ended November 30,
		2024				2023
Revenues		$	656,537			$	672,897
Operating expense:
Cost of goods sold			623,132				633,420
Selling, general and administrative			56,684				63,102
(Income) from joint ventures			(448	)			(673	)
Asset impairment charges			184				—
Restructuring charges and other exit-related activities			1,897				35
Operating income (loss)			(24,912	)			(22,987	)
Interest expense			(8,862	)			(4,810	)
Other income (expense), net			636				(170	)
Income (loss) from continuing operations before income taxes			(33,138	)			(27,967	)
Income tax (expense) benefit			(3,791	)			10,170
Income (loss) from continuing operations			(36,929	)			(17,797	)
Income (loss) from discontinued operations, net of tax			—				(2	)
Net income (loss)			(36,929	)			(17,799	)
Net (income) loss attributable to noncontrolling interests			(244	)			(165	)
Net income (loss) attributable to Radius shareholders		$	(37,173	)		$	(17,964	)
Net income (loss) per share attributable to Radius shareholders:
Basic:
Income (loss) per share from continuing operations		$	(1.30	)		$	(0.64	)
Income (loss) loss per share		$	(1.30	)		$	(0.64	)
Diluted:
Income (loss) per share from continuing operations		$	(1.30	)		$	(0.64	)
Income (loss) per share		$	(1.30	)		$	(0.64	)
Weighted average number of common shares:
Basic			28,573				28,219
Diluted			28,573				28,219

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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RADIUS RECYCLING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, in thousands)

 

		Three Months Ended November 30,
		2024				2023
Net income (loss)		$	(36,929	)		$	(17,799	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments			(2,109	)			(499	)
Cash flow hedges, net			712				(107	)
Pension obligations, net			(135	)			187
Total other comprehensive income (loss), net of tax			(1,532	)			(419	)
Comprehensive income (loss)			(38,461	)			(18,218	)
Less comprehensive (income) loss attributable to noncontrolling interests			(244	)			(165	)
Comprehensive income (loss) attributable to Radius shareholders		$	(38,705	)		$	(18,383	)

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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RADIUS RECYCLING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited, in thousands, except per share amounts)

 

		Common Stock																								Accumulated
		Class A								Class B								Additional								Other				Total Radius
Three Months Ended November 30, 2023		Shares				Amount				Shares				Amount				Paid-in Capital				Retained Earnings				Comprehensive Income (Loss)				Shareholders’ Equity				Noncontrolling Interests				Total Equity
Balance as of September 1, 2023			27,312			$	27,312				200			$	200			$	26,035			$	894,316			$	(39,683	)		$	908,180			$	3,479			$	911,659
Net income (loss)			—				—				—				—				—				(17,964	)			—				(17,964	)			165				(17,799	)
Other comprehensive income (loss), net of tax			—				—				—				—				—				—				(419	)			(419	)			—				(419	)
Distributions to noncontrolling interests			—				—				—				—				—				—				—				—				(362	)			(362	)
Issuance of restricted stock			562				562				—				—				(562	)			—				—				—				—				—
Restricted stock withheld for taxes			(211	)			(211	)			—				—				(4,591	)			—				—				(4,802	)			—				(4,802	)
Share-based compensation cost			—				—				—				—				1,376				—				—				1,376				—				1,376
Dividends ($0.1875 per common share)			—				—				—				—				—				(5,377	)			—				(5,377	)			—				(5,377	)
Balance as of November 30, 2023			27,663			$	27,663				200			$	200			$	22,258			$	870,975			$	(40,102	)		$	880,994			$	3,282			$	884,276

		Common Stock																								Accumulated
		Class A								Class B								Additional								Other				Total Radius
Three Months Ended November 30, 2024		Shares				Amount				Shares				Amount				Paid-in Capital				Retained Earnings				Comprehensive Income (Loss)				Shareholders’ Equity				Noncontrolling Interests				Total Equity
Balance as of September 1, 2024			27,839			$	27,839				200			$	200			$	28,828			$	606,417			$	(40,172	)		$	623,112			$	2,628			$	625,740
Net income (loss)			—				—				—				—				—				(37,173	)			—				(37,173	)			244				(36,929	)
Other comprehensive income (loss), net of tax			—				—				—				—				—				—				(1,532	)			(1,532	)			—				(1,532	)
Distributions to noncontrolling interests			—				—				—				—				—				—				—				—				(395	)			(395	)
Issuance of restricted stock			174				174				—				—				(174	)			—				—				—				—				—
Restricted stock withheld for taxes			(58	)			(58	)			—				—				(891	)			—				—				(949	)			—				(949	)
Share-based compensation cost			—				—				—				—				2,446				—				—				2,446				—				2,446
Dividends ($0.1875 per common share)			—				—				—				—				—				(5,474	)			—				(5,474	)			—				(5,474	)
Balance as of November 30, 2024			27,955			$	27,955				200			$	200			$	30,209			$	563,770			$	(41,704	)		$	580,430			$	2,477			$	582,907

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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RADIUS RECYCLING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

		Three Months Ended November 30,
		2024				2023
Cash flows from operating activities:
Net income (loss)		$	(36,929	)		$	(17,799	)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Asset impairment charges			184				219
Depreciation and amortization			24,034				23,471
Inventory write-downs			92				—
Deferred income taxes			3,305				(10,834	)
Undistributed equity in earnings of joint ventures			(448	)			(673	)
Share-based compensation expense			2,446				1,376
(Gain) loss on disposal of assets, net			289				(418	)
Other (gain) loss, net			2				356
Changes in assets and liabilities, net of acquisitions:
Accounts receivable			40,987				15,847
Inventories			(8,880	)			293
Income taxes			550				405
Prepaid expenses and other current assets			(3,918	)			(2,771	)
Other long-term assets			(2,063	)			(1,184	)
Operating lease assets and liabilities			245				(65	)
Accounts payable			(18,121	)			353
Accrued payroll and related liabilities			(3,813	)			(8,163	)
Other accrued liabilities			(615	)			(683	)
Environmental liabilities			76				(2,523	)
Other long-term liabilities			672				494
Distributed equity in earnings of joint ventures			—				1,000
Net cash provided by (used in) operating activities			(1,905	)			(1,299	)
Cash flows from investing activities:
Capital expenditures			(12,058	)			(24,808	)
Proceeds from insurance and sale of assets			279				609
Net cash used in investing activities			(11,779	)			(24,199	)
Cash flows from financing activities:
Borrowings from long-term debt			197,557				135,099
Repayment of long-term debt			(166,707	)			(100,568	)
Payment of debt issuance costs			(564	)			—
Taxes paid related to net share settlement of share-based payment awards			(949	)			(4,802	)
Distributions to noncontrolling interests			(395	)			(362	)
Dividends paid			(5,588	)			(5,551	)
Net cash provided by (used in) financing activities			23,354				23,816
Effect of exchange rate changes on cash			1				58
Net change in cash and cash equivalents			9,671				(1,624	)
Cash and cash equivalents as of beginning of period			5,552				6,032
Cash and cash equivalents as of end of period		$	15,223			$	4,408

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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RADIUS RECYCLING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

 

		Three Months Ended November 30,
		2024				2023
SUPPLEMENTAL DISCLOSURES:
Cash paid (received) during the period for:
Interest		$	7,143			$	4,428
Income taxes, net		$	(46	)		$	235
Schedule of noncash investing and financing transactions:
Purchases of property, plant and equipment included in liabilities		$	5,192			$	7,120

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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RADIUS RECYCLING, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

	PAGE
Note 1 - Summary of Significant Accounting Policies	11
Note 2 - Inventories	13
Note 3 - Goodwill	13
Note 4 - Commitments and Contingencies	13
Note 5 - Accumulated Other Comprehensive Income (Loss)	18
Note 6 - Revenue	19
Note 7 - Share-Based Compensation	19
Note 8 - Derivative Financial Instruments	20
Note 9 - Income Taxes	21
Note 10 - Net Income (Loss) Per Share	22
Note 11 - Related Party Transactions	22
Note 12 - Debt	22

 

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section includes a discussion of our operations for the three months ended November 30, 2024 and November 30, 2023. The following discussion and analysis provide information which management believes is relevant to an assessment and understanding of our financial condition and results of operations. The discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended August 31, 2024, and the Unaudited Condensed Consolidated Financial Statements and the related Notes thereto included in Part I, Item 1 of this report.

General

Founded in 1906, Radius Recycling, Inc. is one of North America’s largest recyclers of ferrous and nonferrous metal, including end-of-life vehicles, and a manufacturer of finished steel products. As a vertically integrated organization, we offer a range of products and services to meet global demand through our network that includes 50 retail self-service auto parts stores, 53 metals recycling facilities, and an electric arc furnace (“EAF”) steel mill. Our internal organizational and reporting structure includes a single operating and reportable segment.

We sell recycled ferrous and nonferrous metal in both foreign and domestic markets. We also sell a range of finished steel long products produced at our steel mill. We acquire, process, and recycle end-of-life (salvaged) vehicles, rail cars, home appliances, industrial machinery, manufacturing scrap, and construction and demolition scrap through our facilities. Our retail self-service auto parts stores located across the United States (“U.S.”) and Western Canada, which operate under the commercial brand-name Pick-n-Pull, procure the significant majority of our salvaged vehicles and sell serviceable used auto parts from these vehicles. Upon acquiring a salvaged vehicle, we remove catalytic converters, aluminum wheels, and batteries for separate processing and sale prior to placing the vehicle in our retail lot. After retail customers have removed desired parts from a vehicle, we may remove remaining major component parts containing ferrous and nonferrous metals, which are primarily sold to wholesalers. The remaining auto bodies are crushed and shipped to our metals recycling facilities to be shredded or sold to third parties when geographically more economical. At our metals recycling facilities, we process mixed and large pieces of scrap metal into smaller pieces by crushing, torching, shearing, shredding, separating, and sorting, resulting in recycled ferrous, nonferrous, and mixed metal pieces of a size, density, and metal content required by customers to meet their production needs. Each of our shredding, nonferrous processing, and separation systems is designed to optimize the recovery of valuable recycled metal. We also purchase nonferrous metal directly from industrial vendors and other suppliers and aggregate and prepare this metal for shipment to customers by ship, rail, or truck. In addition to the sale of recycled metal processed at our facilities, we also provide a variety of recycling and related services including brokering the sale of ferrous and nonferrous scrap metal generated by industrial entities and demolition projects to customers in the domestic market, among other services. Our steel mill produces semi-finished goods (billets) and finished goods, consisting of rebar, coiled rebar, wire rod, merchant bar, and other specialty products, using recycled ferrous metal sourced internally from our recycling and joint venture operations and other raw materials.

We operate seven deepwater port locations, six of which are equipped with large-scale shredders. Our deepwater port facilities on both the East and West Coasts of the U.S. (in Everett, Massachusetts; Providence, Rhode Island; Oakland, California; Tacoma, Washington; and Portland, Oregon) and access to public deepwater port facilities (in Kapolei, Hawaii and Salinas, Puerto Rico) allow us to ship bulk cargoes of processed recycled ferrous metal to steel manufacturers located in Europe, Africa, the Middle East, Asia, North America, Central America, and South America. Our exports of nonferrous recycled metal are shipped in containers through various public docks to specialty steelmakers, foundries, aluminum sheet and ingot manufacturers, copper refineries and smelters, brass and bronze ingot manufacturers, wire and cable producers, wholesalers, and other recycled metal processors globally. We also transport both ferrous and nonferrous metals by truck, rail, and barge in order to transfer scrap metal between our facilities for further processing, to load shipments at our export facilities, and to meet regional domestic demand.

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Our results of operations depend in large part on the demand and prices for recycled metal in foreign and domestic markets and on the supply of raw materials, including end-of-life vehicles, available to be processed at our facilities. Our results of operations also depend substantially on our operating leverage from processing and selling higher volumes of recycled metal as well as our ability to efficiently extract ferrous and nonferrous metals from the shredding process. We respond to changes in selling prices for processed metal by seeking to adjust purchase prices for unprocessed scrap metal in order to manage the impact on our operating results. The spread between selling prices for processed metal and the cost of purchased scrap metal (metal spread) is subject to a number of factors, including differences in the market conditions between the domestic regions where scrap metal is acquired and the areas in the world to which the processed metals are sold, market volatility from the time the selling price is agreed upon with the customer until the time the scrap metal is purchased, changes in the availability of scrap metal including the volume generated by source and grade, and changes in transportation costs. We believe we generally benefit from sustained periods of stable or rising recycled metal selling prices, which allow us to better maintain or increase both operating results and unprocessed scrap metal flow into our facilities. When recycled metal selling prices decline, either sharply or for a sustained period, our operating margins typically compress. With respect to finished steel products produced at our steel mill, our results of operations are impacted by demand and prices for these products, which are sold to customers located primarily in the Western U.S. and Western Canada.

Our quarterly operating results fluctuate based on a variety of factors including, but not limited to, changes in market conditions for recycled ferrous and nonferrous metal and finished steel products, the supply of scrap metal in our domestic markets, varying demand for used auto parts from our self-service retail stores, the efficiency of our supply chain, and variations in production and other operating costs. Certain of these factors are influenced, to a degree, by the impact of seasonal changes including severe weather conditions, which can impact the timing of shipments and inhibit construction activity utilizing our products, scrap metal collection and production levels at our facilities, and retail admissions and parts sales at our auto parts stores. Further, sanctions, trade actions, and licensing, product quality, and inspection requirements can impact the level of profitability on sales of our products and, in certain cases, impede or restrict our ability to sell to certain export markets or require us to direct our sales to alternative market destinations, which can cause our quarterly operating results to fluctuate.

Everett Facility Shredder Fire

On December 8, 2021, we experienced a fire at our metals recycling facility in Everett, Massachusetts. Direct physical loss or damage to property from the incident was limited to the facility’s shredder building and equipment, with no bodily injuries and no physical loss or damage to property reported at other buildings or equipment. The repair and replacement of most property that experienced physical loss or damage, primarily buildings and improvements, was substantially completed by the end of fiscal 2023. We have insurance that was fully applicable to the losses, including but not limited to the costs of installing the temporary capture and controls system and any associated loss of business income, and filed insurance claims, which were subject to deductibles and various conditions, exclusions, and limits, for the property damage or loss and business income losses resulting from the matter. During the first quarter of fiscal 2024, we recognized an additional $4 million insurance receivable and related insurance recovery gain, reported within cost of goods sold on the Unaudited Condensed Consolidated Statements of Operations. All insurance proceeds and recovery gains in connection with our claims had been received and recognized, respectively, as of August 31, 2024.

Use of Non-GAAP Financial Measures

In this management’s discussion and analysis, we use supplemental measures of our performance, liquidity, and capital structure which are derived from our consolidated financial information, but which are not presented in our consolidated financial statements prepared in accordance with GAAP. We believe that providing these non-GAAP financial measures adds a meaningful presentation of our operating and financial performance, liquidity, and capital structure. For example, we use adjusted EBITDA as one of the measures to compare and evaluate financial performance. Adjusted EBITDA is the sum of our net income before results from discontinued operations, interest expense, income taxes, depreciation and amortization, restructuring charges and other exit-related activities, charges for legacy environmental matters (net of recoveries), amortization of capitalized cloud computing implementation costs, asset impairment charges, business development costs not related to ongoing operations including pre-acquisition expenses, and other items which are not related to underlying business operational performance. See the reconciliations of supplemental financial measures, including adjusted EBITDA, in Non-GAAP Financial Measures at the end of this Item 2.

Our non-GAAP financial measures should be considered in addition to, but not as a substitute for, the most directly comparable GAAP measures. Although we find these non-GAAP financial measures useful in evaluating the performance of our business, our reliance on these measures is limited because they often materially differ from our consolidated financial statements presented in accordance with GAAP. Therefore, we typically use these adjusted amounts in conjunction with our GAAP results to address these limitations. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

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Financial Highlights of Results of Operations for the First Quarter of Fiscal 2025

Compared to the prior year quarter, financial performance in the first quarter of fiscal 2025 was impacted by softer market conditions for finished steel with average net selling prices down 7% which contributed to lower metal spreads for our finished steel products. Average net selling prices for our ferrous products for the first quarter of fiscal 2025 decreased 5%, due in part to elevated levels of Chinese steel exports. Ferrous volumes were 4% lower year-over-year. Strength in demand for nonferrous metals improved in the first quarter of fiscal 2025 leading to higher average net selling prices for our nonferrous products compared to the prior year quarter. Contributions from productivity and cost reduction initiatives implemented throughout fiscal 2024 helped to substantially offset the impact of the softer market conditions and were the primary drivers of the 10% reduction in selling, general and administrative (“SG&A”) expense in the first quarter of fiscal 2025 compared to the prior year quarter.

The following items further highlight selected liquidity and capital structure metrics:

See the reconciliations of adjusted diluted earnings per share from continuing operations attributable to Radius shareholders, adjusted EBITDA, and debt, net of cash in Non-GAAP Financial Measures at the end of this Item 2.

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Results of Operations

Selected Financial Measures and Operating Statistics

		Three Months Ended November 30,
($ in thousands, except for prices and per share amounts)		2024				2023				%
Ferrous revenues		$	327,104			$	348,897				(6	)%
Nonferrous revenues			182,049				169,294				8	%
Steel revenues(1)			101,851				113,531				(10	)%
Retail and other revenues			45,533				41,175				11	%
Total revenues			656,537				672,897				(2	)%
Cost of goods sold			623,132				633,420				(2	)%
Gross margin (total revenues less cost of goods sold)		$	33,405			$	39,477				(15	)%
Gross margin (%)			5.1	%			5.9	%			(14	)%
Selling, general and administrative expense		$	56,684			$	63,102				(10	)%
Diluted income (loss) per share from continuing operations attributable to Radius shareholders:
Reported		$	(1.30	)		$	(0.64	)			103	%
Adjusted(2)		$	(1.33	)		$	(0.64	)			107	%
Net income (loss)		$	(36,929	)		$	(17,799	)			107	%
Adjusted EBITDA(2)		$	28			$	1,061				(97	)%
Average ferrous recycled metal sales prices ($/LT)(3):
Domestic		$	331			$	342				(4	)%
Foreign		$	340			$	359				(5	)%
Average		$	338			$	354				(5	)%
Ferrous volumes (LT, in thousands):
Domestic(4)			477				535				(11	)%
Foreign			629				617				2	%
Total ferrous volumes (LT, in thousands)(4)(8)			1,106				1,152				(4	)%
Average nonferrous sales price ($/pound)(3)(5)		$	1.02			$	0.91				12	%
Nonferrous volumes (pounds, in thousands)(4)(5)			177,255				181,728				(2	)%
Finished steel average sales price ($/ST)(3)		$	775			$	831				(7	)%
Finished steel sales volumes (ST, in thousands)			125				129				(3	)%
Cars purchased (in thousands)(6)			56				64				(13	)%
Number of auto parts stores at period end			50				50				(—	)%
Rolling mill utilization(7)			81	%			95	%			(15	)%

 

NM = Not Meaningful

LT = Long Ton, which is equivalent to 2,240 pounds. ST = Short Ton, which is equivalent to 2,000 pounds.

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Revenues

Revenues in the first quarter of fiscal 2025 decreased 2% compared to the prior year period. In the first quarter of fiscal 2025, the average net selling prices for our ferrous products decreased 5% compared to the prior year period including as a result of continued elevated levels of Chinese steel exports. Global nonferrous demand was stronger in the first quarter of fiscal 2025, leading to a 12% increase in average net selling prices for our nonferrous products compared to the prior year period. Our ferrous and nonferrous sales volumes in the first quarter of fiscal 2025 decreased 4% and 2%, respectively, compared to the prior year quarter, reflecting the impact of persistently tight supply conditions for scrap metal due to low levels of U.S. manufacturing activity and lower end-of-life vehicle turnover. Finished steel average selling prices in the first quarter of fiscal 2025 were 7% lower, and finished steel sales volumes decreased 3% compared to the prior year period.

Operating Performance

Net loss in the first quarter of fiscal 2025 and 2024 was $37 million and $18 million, respectively. Adjusted EBITDA in the first quarter of fiscal 2025 was break-even, compared to $1 million in the prior year quarter. The combination of lower finished steel sales prices and volumes and higher conversion costs due to lower mill utilization, including from planned maintenance during the first quarter of fiscal 2025, resulted in lower contribution from finished steel compared to the prior year quarter. The impact of higher average net selling prices on our nonferrous products contributed to an increase in our nonferrous margins. Our results in the first quarter of fiscal 2025 also reflected increased contributions from progress on our strategic initiatives in advanced metal recovery technologies compared to the prior year quarter. The prior year quarter included nonrecurring insurance recovery gains of $4 million related to the Everett Facility shredder fire, which was fully resolved in fiscal 2024.

In the first quarter of fiscal 2025, we benefited from the full quarterly run rate of the savings associated with our productivity and cost reduction measures implemented during fiscal 2024. SG&A expense in the first quarter of fiscal 2025 decreased 10%, compared to the prior year quarter reflecting benefits from the cost reduction measures which more than offset the impact of inflation. In addition, SG&A in the first quarter of fiscal 2025 included a $2 million insurance recovery gain related to a legacy environmental matter.

See the reconciliation of adjusted EBITDA in Non-GAAP Financial Measures at the end of this Item 2.

Interest Expense

Interest expense was $9 million for the first quarter of fiscal 2025, compared to $5 million for the same period in the prior year. The increase in interest expense was primarily due to increased average borrowings, as well as higher interest rates on amounts outstanding under our bank credit facilities, compared to the prior year period.

Income Tax

The effective tax rate from continuing operations for the first quarter of fiscal 2025 was an expense on pre-tax loss of 11.4% compared to a benefit on pre-tax loss of 36.4% for the comparable prior year quarter. Our effective tax rate from continuing operations for the first quarter of fiscal 2025 was lower than the U.S. federal statutory rate of 21% primarily due to permanent differences from non-deductible expenses, an increase in our valuation allowance against deferred tax assets and the movement of unrecognized tax benefits on intra-period allocation of the estimated annual tax provision. For the first quarter of fiscal 2024, our effective tax rate from continuing operations was higher than the U.S. federal statutory rate of 21% primarily due to the aggregate effect of our financial performance, permanent differences from non-deductible expenses, and unrecognized tax benefits on intra-period allocation of the estimated annual tax provision.

Liquidity and Capital Resources

We rely on cash provided by operating activities as a primary source of liquidity, supplemented by current cash on hand and borrowings under our existing credit facilities.

Sources and Uses of Cash

We had cash balances of $15 million and $6 million as of November 30, 2024 and August 31, 2024, respectively. Cash balances are intended to be used primarily for working capital, capital expenditures, dividends, share repurchases, investments, and acquisitions. We use excess cash on hand to reduce amounts outstanding under our credit facilities. As of November 30, 2024, debt was $445 million compared to $415 million as of August 31, 2024, and debt, net of cash, was $430 million as of November 30, 2024, compared to $409 million as of August 31, 2024. The increase in debt was primarily due to increased borrowings from our credit facilities mainly to fund

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working capital needs and capital expenditures. See the reconciliation of debt, net of cash, in Non-GAAP Financial Measures at the end of this Item 2.

Operating Activities

Net cash used in operating activities in the first three months of fiscal 2025 was $2 million, compared to net cash used in operating activities of $1 million in the first three months of fiscal 2024.

Sources of cash in the first three months of fiscal 2025 included a $41 million decrease in accounts receivable primarily reflecting the impact of changes in product selling prices and the timing of sales and collections. Uses of cash in the first three months of fiscal 2025 included an $18 million decrease in accounts payable primarily due to the timing of purchases and payments, and a $9 million increase in inventories primarily due to timing of purchases and sales.

Sources of cash in the first three months of fiscal 2024 included a $16 million decrease in accounts receivable primarily reflecting the impact of changes in product selling prices and the timing of sales and collections. Uses of cash in the first three months of fiscal 2024 included an $8 million decrease in accrued payroll and related liabilities primarily due to the payment of incentive compensation previously accrued under our fiscal 2023 plans, a $3 million increase in prepaid expenses and other current assets primarily relating to the recognition of insurance receivables, and a $3 million decrease in environmental liabilities primarily due to payments in connection with legacy environmental matters.

Investing Activities

Net cash used in investing activities was $12 million in the first three months of fiscal 2025, compared to $24 million in the first three months of fiscal 2024.

Cash used in investing activities in the first three months of fiscal 2025 included capital expenditures of $12 million to upgrade our equipment and infrastructure and for investments in advanced metals recovery technology, information technology systems, and environmental and safety-related assets, compared to $25 million in the prior year period.

Financing Activities

Net cash provided by financing activities in the first three months of fiscal 2025 was $23 million, compared to $24 million in the first three months of fiscal 2024.

Cash flows from financing activities in the first three months of fiscal 2025 included $31 million in net borrowings of debt, compared to $35 million in the prior year period (refer to Non-GAAP Financial Measures at the end of this Item 2). Uses of cash in the first three months of fiscal 2025 and 2024 included $6 million in each period for the payment of dividends.

Debt

Our senior secured revolving credit facilities provide for revolving loans of $800 million and C$15 million, which mature in August 2027. On January 3, 2025, we and certain of our subsidiaries entered into the Fifth Amendment (the “Fifth Amendment”) to our Third Amended and Restated Credit Agreement, dated as of April 6, 2016, by and among the Company, as the U.S. Borrower, Schnitzer Steel Canada, Ltd., as the Canadian Borrower, the subsidiaries of the Company party thereto (the “Guarantors”), Bank of America N.A., as administrative agent and the other lenders party thereto (as amended prior to the Fifth Amendment, the “Existing Credit Agreement”, the Existing Credit Agreement, as amended pursuant to the Fifth Amendment, the “Amended Credit Agreement”). The principal change to the Existing Credit Agreement effected by the Fifth Amendment is to extend for two additional fiscal quarters the replacement of the maintenance covenant previously requiring compliance with a minimum permitted fixed charge coverage ratio, as described below. Such replacement had previously been scheduled to extend through February 28, 2025 and will now extend through the fiscal quarter ending August 31, 2025.

The applicable interest rates under the facility are based, at our option, on either the Secured Overnight Financing Rate (“SOFR”) (or the Term Canadian Overnight Repo Rate Average “CORRA” for C$ loans), plus a spread of between 1.50% and 2.50%, with the amount of the spread based on a pricing grid tied to our ratio of consolidated net funded debt to EBITDA (as defined by the credit agreement), or the greater of (a) the prime rate, (b) the federal funds rate plus 0.50% or (c) the daily rate equal to Term SOFR plus 1.00%, in each case, plus a spread of between 0.50% and 1.50% based on a pricing grid tied to our consolidated net funded debt to EBITDA ratio. In addition, commitment fees are payable on the unused portion of the credit facilities at rates between 0.175% and 0.350% based on a pricing grid tied to our ratio of consolidated net funded debt to EBITDA.

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Our obligations under our credit agreement are guaranteed by substantially all of our subsidiaries. The credit facilities and the related guarantees are secured by senior first priority liens on certain of our and our subsidiaries’ assets, including equipment, inventory, accounts receivable, and most other personal property and equity interests held by the Company and the Guarantors in their respective subsidiaries.

We had borrowings outstanding under our credit facilities of $425 million as of November 30, 2024 and $394 million as of August 31, 2024. The weighted average interest rate on amounts outstanding under our credit facilities was 7.2% and 8.0% as of November 30, 2024 and August 31, 2024, respectively.

We use the credit facilities to fund working capital, capital expenditures, dividends, share repurchases, investments, and acquisitions. Our credit agreement contains various representations and warranties, events of default, and financial and other customary covenants which limit (subject to certain exceptions) our ability to, among other things, incur or suffer to exist certain liens, make investments, incur or guaranty additional indebtedness, enter into consolidations, mergers, acquisitions, and sales of assets, make distributions and other restricted payments, change the nature of our business, engage in transactions with affiliates, and enter into restrictive agreements, including agreements that restrict the ability of our subsidiaries to make distributions. The financial covenants under the Amended Credit Agreement include (a) a consolidated fixed charge coverage ratio of no less than 1.50 to 1.00, defined as the four-quarter rolling sum of consolidated EBITDA less defined maintenance capital expenditures and certain environmental expenditures divided by consolidated fixed charges which, for the fiscal quarters ending May 31, 2024 through August 31, 2025, has been temporarily replaced with (i) a minimum consolidated interest coverage ratio of 2.00 to 1.00 for the fiscal quarter ending May 31, 2024, and 1.25 to 1.00 for each of the fiscal quarters ending February 28, 2025 through August 31, 2025, and (ii) a minimum consolidated asset coverage ratio of no less than 1.00 to 1.00 for each of the fiscal quarters ending May 31, 2024 through August 31, 2025, and (b) a consolidated leverage ratio of no more than .55 to 1.00, defined as consolidated funded indebtedness divided by the sum of consolidated net worth and consolidated funded indebtedness.

As of November 30, 2024, we were in compliance with the applicable financial covenants under our Amended Credit Agreement. The consolidated asset coverage ratio was required to be no less than 1.00 to 1.00 and was 1.15 to 1.00 as of November 30, 2024. The consolidated leverage ratio was required to be no more than 0.55 to 1.00 and was 0.43 to 1.00 as of November 30, 2024.

While we expect to remain in compliance with the financial covenants under the credit agreement, we may not be able to do so in the event market conditions or other factors have a significant adverse impact on our results of operations and financial position. If we do not maintain compliance with our financial covenants and are unable to obtain an amendment or waiver from our lenders, a breach of a financial covenant would constitute an event of default and allow the lenders to exercise remedies under the agreements, the most severe of which is the termination of the credit facility under our committed bank credit agreement and acceleration of the amounts owed under the agreement. In such case, we would be required to evaluate available alternatives and take appropriate steps to obtain alternative funds. We cannot assure that any such alternative funds, if sought, could be obtained or, if obtained, would be adequate or on acceptable terms.

Other debt obligations, which totaled $12 million as of each of November 30, 2024 and August 31, 2024, respectively, primarily relate to equipment purchases, the contract consideration for which includes an obligation to make future monthly payments to the vendor in the form of licensing fees. For accounting purposes, such obligations are treated as a partial financing of the purchase price by the equipment vendor. Monthly payments commence when the equipment is placed in service and achieves specified minimum operating metrics, with payments continuing for a period of four years thereafter.

Capital Expenditures

Capital expenditures totaled $12 million for the first three months of fiscal 2025, compared to $25 million for the prior year period. We currently plan to invest approximately $60 million in capital expenditures in fiscal 2025. These capital expenditures include investments in growth, including new nonferrous processing technologies, and to support volume initiatives as well as post-acquisition and other growth projects, and investments to upgrade our equipment, infrastructure, and information technology systems, and for environmental and safety-related assets, using cash generated from operations and available credit facilities. Supply chain disruptions have contributed to some delays in construction activities and equipment deliveries related to our capital projects, and to the time required to obtain permits from government agencies, resulting in the deferral of certain capital expenditures. Given the continually evolving nature of such disruptions and other factors impacting the timing of project completion, the extent to which forecasted capital expenditures could be deferred is uncertain.

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Environmental Compliance

Building on our commitment to recycling and operating our business in an environmentally responsible manner, we continue to invest in facilities that improve our environmental presence in the communities in which we operate. As part of our capital expenditures discussed in the prior paragraph, we invested approximately $5 million in capital expenditures for environmental projects in the first three months of fiscal 2025, and we currently plan to invest approximately $20 million for such projects in fiscal 2025. These projects include investments in equipment to ensure ongoing compliance with air quality and other environmental regulations and storm water systems.

We have been identified by the United States Environmental Protection Agency as one of the potentially responsible parties that own or operate or formerly owned or operated sites which are part of or adjacent to the Portland Harbor Superfund site (“Portland Harbor”). See Note 4 - Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report for a discussion of this matter, as well as other legacy environmental loss contingencies. We believe it is not possible to reasonably estimate the amount or range of costs which we are likely to or which it is reasonably possible that we will incur in connection with Portland Harbor, although such costs could be material to our financial position, results of operations, cash flows, and liquidity. We have insurance policies and Qualified Settlement Funds (“QSFs”) that we believe will provide reimbursement for costs we incur for defense, remediation, and mitigation for natural resource damages claims in connection with Portland Harbor, although there are no assurances that those policies and the QSFs will cover all of the costs which we may incur. Significant cash outflows in the future related to Portland Harbor, as well as related to other legacy environmental loss contingencies, could reduce the amounts available for borrowing that could otherwise be used for working capital, capital expenditures, dividends, share repurchases, investments, and acquisitions and could result in our failure to maintain compliance with certain covenants in our debt agreements, and could adversely impact our liquidity.

Dividends

On October 24, 2024, our Board of Directors declared a dividend for the first quarter of fiscal 2025 of $0.1875 per common share, which equates to an annual cash dividend of $0.75 per common share. The dividend was paid on November 26, 2024.

Share Repurchase Program

As of November 30, 2024, pursuant to our board-authorized share repurchase programs, we had remaining authorization to repurchase up to 2.8 million shares of our Class A common stock when we deem such repurchases to be appropriate. We may repurchase our common stock for a variety of reasons, such as to optimize our capital structure and to offset dilution related to share-based compensation arrangements. We consider several factors in determining whether to make share repurchases including, among other things, our cash needs, the availability of funding, our future business plans, and the market price of our stock. We did not repurchase any of our common stock during the first quarter of fiscal 2025.

Assessment of Liquidity and Capital Resources

Historically, our available cash resources, internally generated funds, credit facilities, and equity offerings have financed our acquisitions, capital expenditures, working capital, and other financing needs.

We generally believe our current cash resources, internally generated funds, existing credit facilities, and access to the capital markets will provide adequate short-term and long-term liquidity needs for working capital, capital expenditures, dividends, investments and acquisitions, joint ventures, debt service requirements, environmental obligations, share repurchases, and other contingencies. However, in the event market conditions fail to improve, we are unable to realize the benefits of our operational and cost savings initiatives, or other negative factors occur, we may need additional liquidity which would require us to evaluate available alternatives and take appropriate steps to obtain sufficient additional funds. There can be no assurances that any such supplemental funding, if sought, could be obtained or, if obtained, would be adequate or on acceptable terms.

Contractual Obligations

There were no material changes related to contractual obligations and commitments from the information provided in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024.

We maintain stand-by letters of credit to provide support for certain obligations, including workers’ compensation and performance bonds. As of November 30, 2024, we had $7 million outstanding under these arrangements.

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Critical Accounting Estimates

There were no material changes to our critical accounting estimates as described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended August 31, 2024.

Recently Issued Accounting Standards

For a description of recent accounting pronouncements that may have an impact on our financial condition, results of operations, or cash flows, see “Recent Accounting Pronouncements” in Note 1 - Summary of Significant Accounting Policies in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.

Non-GAAP Financial Measures

Debt, net of cash

Debt, net of cash is the difference between (i) the sum of long-term debt and short-term borrowings (i.e., total debt) and (ii) cash and cash equivalents. We believe that presenting debt, net of cash is useful to investors as a measure of our leverage, as cash and cash equivalents can be used, among other things, to repay indebtedness.

The following is a reconciliation of debt, net of cash (in thousands):

		November 30, 2024				August 31, 2024
Short-term borrowings		$	5,573			$	5,688
Long-term debt, net of current maturities			439,872				409,082
Total debt			445,445				414,770
Less cash and cash equivalents			15,223				5,552
Total debt, net of cash		$	430,222			$	409,218

 

Net borrowings (repayments) of debt

Net borrowings (repayments) of debt is the sum of borrowings from long-term debt and repayments of long-term debt. We present this amount as the net change in our borrowings (repayments) for the period because we believe it is useful for investors as a meaningful presentation of the change in debt.

The following is a reconciliation of net borrowings (repayments) of debt (in thousands):

 

		Three Months Ended November 30,
		2024				2023
Borrowings from long-term debt		$	197,557			$	135,099
Repayments of long-term debt			(166,707	)			(100,568	)
Net borrowings (repayments) of debt		$	30,850			$	34,531

 

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Adjusted EBITDA, adjusted selling, general, and administrative expense, adjusted loss from continuing operations attributable to Radius shareholders, and adjusted diluted (loss) earnings per share from continuing operations attributable to Radius shareholders

Management believes that providing these non-GAAP financial measures adds a meaningful presentation of our results from business operations excluding adjustments for restructuring charges and other exit-related activities, asset impairment charges, amortization of capitalized cloud computing implementation costs, charges for legacy environmental matters (net of recoveries), business development costs not related to ongoing operations including pre-acquisition expenses, and the income tax benefit allocated to these adjustments, items which are not related to underlying business operational performance, and improves the period-to-period comparability of our results from business operations.

Following are reconciliations of net loss to adjusted EBITDA and adjusted selling, general, and administrative expense (in thousands):

 

		Three Months Ended November 30,
		2024				2023
Reconciliation of adjusted EBITDA:
Net income (loss)		$	(36,929	)		$	(17,799	)
Loss from discontinued operations, net of tax			—				2
Interest expense			8,862				4,810
Income tax expense (benefit)			3,791				(10,170	)
Depreciation and amortization			24,034				23,471
Restructuring charges and other exit-related activities			1,897				35
Charges (recoveries) for legacy environmental matters, net(1)			(2,084	)			323
Amortization of cloud computing software costs(2)			263				80
Asset impairment charges			184				219
Business development costs			10				90
Adjusted EBITDA		$	28			$	1,061
Selling, general and administrative expense:
As reported		$	56,684			$	63,102
(Charges) recoveries for legacy environmental matters, net(1)			2,084				(323	)
Business development costs			(10	)			(90	)
Adjusted		$	58,758			$	62,689

 

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Following are reconciliations of adjusted net loss from continuing operations attributable to Radius shareholders and adjusted diluted loss per share from continuing operations attributable to Radius shareholders (in thousands, except per share data):

		Three Months Ended November 30,
		2024				2023
Income (loss) from continuing operations attributable to Radius shareholders:
As reported		$	(37,173	)		$	(17,962	)
Restructuring charges and other exit-related activities			1,897				35
Charges (recoveries) for legacy environmental matters, net(1)			(2,084	)			323
Asset impairment charges			184				219
Business development costs			10				90
Income tax benefit allocated to adjustments(2)			(935	)			(737	)
Adjusted		$	(38,101	)		$	(18,032	)
Diluted income (loss) per share from continuing operations attributable to Radius shareholders:
As reported		$	(1.30	)		$	(0.64	)
Restructuring charges and other exit-related activities, per share			0.07				—
Charges (recoveries) for legacy environmental matters, net, per share(1)			(0.07	)			0.01
Asset impairment charges, per share			—				0.01
Business development costs, per share			—				—
Income tax benefit allocated to adjustments, per share(2)			(0.03	)			(0.03	)
Adjusted(3)		$	(1.33	)		$	(0.64	)

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price Risk

We are exposed to commodity price risk, mainly associated with variations in the market price for ferrous and nonferrous metals, including scrap metal, finished steel products, auto bodies and other commodities. The timing and magnitude of industry cycles are difficult to predict and are impacted by general economic conditions as well as other factors including political and military events. We respond to increases and decreases in forward selling prices by adjusting purchase prices. We actively manage our exposure to commodity price risk and monitor the actual and expected spread between forward selling prices and purchase costs and processing and shipping expense. Sales contracts are based on prices negotiated with our customers, and generally orders are placed 30 to 60 days ahead of the shipment date. However, financial results may be negatively impacted when forward selling prices fall more quickly than we can adjust purchase prices or when customers fail to meet their contractual obligations. We assess the net realizable value of inventory (“NRV”) each quarter based upon contracted sales orders and estimated future selling prices. Based on contracted sales and estimates of future selling prices, a 10% decrease in the estimated selling price of inventory would not have had a material NRV impact as of November 30, 2024.

Interest Rate Risk

There have been no material changes to our disclosure regarding interest rate risk set forth in Item 7A. Quantitative and Qualitative Disclosures About Market Risk included in our Annual Report on Form 10-K for the year ended August 31, 2024.

Credit Risk

Credit risk relates to the risk of loss that might occur as a result of non-performance by counterparties of their contractual obligations to take delivery of scrap metal and finished steel products and to make financial settlements of these obligations, or to provide sufficient quantities of scrap metal or payment to settle advances, loans and other contractual receivables in connection with demolition and scrap extraction projects. We manage our exposure to credit risk through a variety of methods, including shipping ferrous scrap metal exports under letters of credit, collection of deposits prior to shipment for certain nonferrous export customers, establishment of credit limits for certain sales on open terms, credit insurance and designation of collateral and financial guarantees securing advances, loans, and other contractual receivables. We have experienced reductions in the availability of credit insurance that we have historically used to cover a portion of our recycled metal and finished steel sales to domestic customers, which reduced availability may increase our exposure to customer credit risk. In addition, in higher or rising commodity price environments, we have experienced proportionately lower credit insurance coverage of applicable customer credit limits, which may increase our exposure to customer credit risk.

Historically, we have shipped almost all of our large shipments of ferrous scrap metal to foreign customers under contracts supported by letters of credit issued or confirmed by banks deemed creditworthy. The letters of credit ensure payment by the customer. As we generally sell export recycled ferrous metal under contracts or orders that generally provide for shipment within 30 to 60 days after the price is agreed, our customers typically do not have difficulty obtaining letters of credit from their banks in periods of rising ferrous prices, as the value of the letters of credit are collateralized by the value of the inventory on the ship. However, in periods of significantly declining prices, our customers may not be able to obtain letters of credit for the full sales value of the inventory to be shipped.

As of November 30, 2024 and August 31, 2024, 22% and 28%, respectively, of our accounts receivable balance was covered by letters of credit, and the amount of past due receivables was not material.

Foreign Currency Exchange Rate Risk

We are exposed to foreign currency exchange rate risk, mainly associated with sales transactions and related accounts receivable denominated in the U.S. Dollar by our Canadian subsidiary with a functional currency of the Canadian Dollar.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives. Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has completed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of November 30, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended November 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information regarding reportable legal proceedings is contained in Part I, “Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024 and Note 4 - Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, incorporated by reference herein.

ITEM 1A. RISK FACTORS

There have been no material changes to our risk factors reported or new risk factors identified since the filing of our Annual Report on Form 10-K for the year ended August 31, 2024.

 

ITEM 5. OTHER INFORMATION

During the three months ended November 30, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

On January 3, 2025, we and certain of our subsidiaries entered into the fifth amendment (the “Fifth Amendment”) to the Existing Credit Agreement.

The Fifth Amendment makes certain modifications to the Existing Credit Agreement, including amendments that, among other things, (i) extend through August 31, 2025 the replacement of the maintenance covenant previously requiring compliance with a minimum permitted fixed charge coverage ratio (as defined under the Existing Credit Agreement) with maintenance covenants that instead require compliance with a minimum permitted interest coverage ratio and a minimum permitted asset coverage ratio (such replacement had previously been scheduled to extend through February 28, 2025) and (ii) make certain adjustments to the calculation of EBITDA (as defined under the Existing Credit Agreement) to now exclude certain gains or losses from non-ordinary course asset sales (up to $75 million of any such gains can be included in EBITDA over the remaining term of the Credit Agreement).

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ITEM 6. EXHIBITS

 

Exhibit Number		Exhibit Description
10.1*		Form of Long-Term Incentive Award Agreement under the 2024 Omnibus Incentive Plan used for awards granted in fiscal 2025.
10.2*		Form of Restricted Stock Unit Award Agreement under the 2024 Omnibus Incentive Plan used for awards granted in fiscal 2025.
10.3*		Fiscal 2025 Annual Performance Bonus Program of the Chief Executive Officer.
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Management contract or compensatory plan or arrangement.

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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.

 

				RADIUS RECYCLING, INC.
				(Registrant)
Date:		January 8, 2025		By:		/s/ Tamara L. Lundgren
						Tamara L. Lundgren
						Chairman, President and Chief Executive Officer
Date:		January 8, 2025		By:		/s/ Stefano R. Gaggini
						Stefano R. Gaggini
						Senior Vice President and Chief Financial Officer

 

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RADIUS RECYCLING, INC.
LONG-TERM INCENTIVE AWARD AGREEMENT
(FY2025-FY2027 Performance Period)

On November 8, 2024 (the “Date of Grant”), the Compensation and Human Resources Committee (the “Committee”) of the Board of Directors (the “Board”) of Radius Recycling, Inc. (the “Company”) authorized and granted a performance-based award to [_________________] (“Recipient”) pursuant to Section 10 of the Company’s 2024 Omnibus Incentive Plan (the “Plan”). By accepting this award, Recipient agrees to all of the terms and conditions of this Agreement.

1. Award. Subject to the terms and conditions of this Agreement, the Company shall issue to the Recipient the number of shares of Class A Common Stock of the Company (“Performance Shares”) determined under this Agreement based on (a) the performance of the Company during the 3-year period from September 1, 2024 to August 31, 2027 (the “Performance Period”) as described in Section 2, (b) Recipient’s continued employment during the Performance Period as described in Section 3, and (c) Recipient’s not engaging in actions prohibited by Section 4. Recipient’s “Volume Growth Target Share Amount” for purposes of this Agreement is _______ shares and Recipient’s “TSR Target Share Amount” for purposes of this Agreement is _______ shares. This award does not include a dividend equivalent cash payment.

2. Performance Conditions.

2.1 Payout Formula. Subject to adjustment under Sections 3, 4, 5, 6, 7 and 8, the number of Performance Shares to be issued to Recipient shall be equal to the sum of (a) the Volume Growth Payout Shares, plus (b) the TSR Payout Shares. The “Volume Growth Payout Shares” shall be equal to the Volume Growth Payout Factor as determined under Section 2.2 below, multiplied by the Volume Growth Target Share Amount. The “TSR Payout Shares” shall be equal to the TSR Payout Factor as determined under Section 2.3 below, multiplied by the TSR Target Share Amount; provided, however, that the number of TSR Payout Shares shall be reduced as necessary to ensure that the total value of the TSR Payout Shares at the time of payout (calculated by multiplying the Value (as defined in Section 7 below) by the number of TSR Payout Shares) shall not be more than 400% of the value of the TSR Target Share Amount on the date of this Agreement (calculated by multiplying the closing market price for Class A Common Stock on the date of this Agreement by the TSR Target Share Amount).

2.2 Volume Growth Payout Factor.

2.2.1 The “Volume Growth Payout Factor” for each fiscal year shall be determined under the table below based on Average Volume Growth of the Company for the Performance Period.

Average Volume Growth	Volume Growth Payout Factor
less than __%	0%
__%	50%
__%	100%
___% or more	200%

 

If the Average Volume Growth is between any two data points set forth in the first column of the above table, the Volume Growth Payout Factor shall be determined by interpolation between the corresponding data points in the second column of the table as follows: the difference between the Average Volume

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Growth and the lower data point shall be divided by the difference between the higher data point and the lower data point, the resulting fraction shall be multiplied by the difference between the two corresponding data points in the second column of the table, and the resulting product shall be added to the lower corresponding data point in the second column of the table, with the resulting sum being the Volume Growth Payout Factor.

2.2.2 The Company’s “Average Volume Growth” for the Performance Period shall be equal to the average of the Volume Growth determined for each of the three fiscal years of the Performance Period. The “Volume Growth” for any fiscal year shall be equal to the number of thousands of long tons of ferrous and nonferrous metal sales, inclusive of ferrous tons transferred to the Company’s steel mill, and of cars sold on an auction platform (each such car measured at 1.5 long tons per car), by the Company for the fiscal year expressed as a percentage change from the prior fiscal year baseline amount. Volume Growth for a fiscal year can be negative.

2.2.3 Adjustments. Volume Growth shall be adjusted to eliminate any impact of business dispositions or cessation of business operations involving the Company’s facilities during the Performance Period.

2.3 TSR Payout Factor.

2.3.1 The “TSR Payout Factor” shall be determined under the table below based on the Average TSR Percentile Rank of the Company; provided, however, that if the Three-Year TSR as determined under Section 2.3.5 below is less than 0%, the TSR Payout Factor shall not be greater than 100%.

Average TSR Percentile Rank	TSR Payout Factor
less than 25%	0%
25%	50%
50%	100%
90% or more	200%

 

If the Company’s Average TSR Percentile Rank is between any two data points set forth in the first column of the above table, the TSR Payout Factor shall be determined by interpolation between the corresponding data points in the second column of the table as follows: the difference between the Company’s Average TSR Percentile Rank and the lower data point shall be divided by the difference between the higher data point and the lower data point, the resulting fraction shall be multiplied by the difference between the two corresponding data points in the second column of the table, and the resulting product shall be added to the lower corresponding data point in the second column of the table, with the resulting sum being the TSR Payout Factor.

2.3.2 The Company’s “Average TSR Percentile Rank” for the Performance Period shall be equal to the average of the TSR Percentile Ranks determined for each of the three fiscal years of the Performance Period. To determine the Company’s “TSR Percentile Rank” for any fiscal year the TSR of the Company and each of the Peer Group Companies for that fiscal year shall be calculated, and the Peer Group Companies shall be ranked based on their respective TSR’s from lowest to highest. If the Company’s TSR is equal to the TSR of any other Peer Group Company, the Company’s TSR Percentile Rank shall be equal to the number of Peer Group Companies with a lower TSR divided by the number that is one less than the total number of Peer Group Companies, with the resulting amount expressed as a percentage and rounded to the nearest tenth of a percentage point. If the Company’s TSR is between the TSRs of any two Peer Group Companies, the TSR Percentile Ranks of those two Peer Group Companies

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shall be determined as set forth in the preceding sentence, and the Company’s TSR Percentile Rank shall be interpolated as follows. The excess of the Company’s TSR over the TSR of the lower Peer Group Company shall be divided by the excess of the TSR of the higher Peer Group Company over the TSR of the lower Peer Group Company. The resulting fraction shall be multiplied by the difference between the TSR Percentile Ranks of the two Peer Group Companies. The product of that calculation shall be added to the TSR Percentile Rank of the lower Peer Group Company, and the resulting sum (rounded to the nearest tenth of a percentage point) shall be the Company’s TSR Percentile Rank. The intent of this definition of TSR Percentile Rank is to produce the same result as calculated using the PERCENTRANK.INC function in Microsoft Excel to determine the rank of the Company’s TSR within the array consisting of the TSRs of the Peer Group Companies.

2.3.3 The “Peer Group Companies” are ATI Inc., Cabot Corporation, Carpenter Technology Corporation, Century Aluminum Company, Commercial Metals Company, Enviri Corporation, Kaiser Aluminum Corporation, Metallus Inc., Minerals Technologies Inc., Olympic Steel, Inc., Ryerson Holding Corporation, Sims Limited, SunCoke Energy, Inc., Tronox Holdings PLC, and Worthington Steel, Inc. If prior to the end of any fiscal year in the Performance Period, the common stock of any Peer Group Company ceases to be publicly traded for any reason, then such company shall no longer be considered a Peer Group Company for that fiscal year.

2.3.4 Except as provided below for the first fiscal year of the Performance Period, the “TSR” for the Company and each Peer Group Company for any fiscal year shall be calculated by (1) assuming that $100 is invested in the common stock of the company at a price equal to the average of the closing market prices of the stock for the twenty trading day period ending on the last trading day of the prior fiscal year, (2) assuming that for each dividend paid on the stock during the fiscal year, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a price equal to the closing market price of the stock on the ex-dividend date for the dividend, and (3) determining the final dollar value of the total assumed number of shares based on the average of the closing market prices of the stock for the twenty trading day period ending on the last trading day of the fiscal year. The “TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage. For the first fiscal year of the Performance Period, the fiscal year shall be deemed to be the period from the date of this Agreement to August 31, 2025, and the TSR calculation for each company shall be further modified by assuming that $100 is invested in the common stock of the company at a price equal to the closing market price of the stock on the date of this Agreement. For Sims Metal Management Limited, all calculations shall be in Australian dollars. For Gerdau S.A., all calculations shall be in Brazilian reals.

2.3.5 The “Three-Year TSR” for the Company shall be calculated by (1) assuming that $100 is invested in the common stock of the Company at a price equal to the closing market price of the stock on the date of this Agreement, (2) assuming that for each dividend paid on the stock during the period from the date of this Agreement to the end of the Performance Period, the amount equal to the dividend paid on the assumed number of shares held is reinvested in additional shares at a price equal to the closing market price of the stock on the ex-dividend date for the dividend, and (3) determining the final dollar value of the total assumed number of shares based on the average of the closing market prices of the stock for the twenty trading day period ending on the last trading day of the Performance Period. The “Three-Year TSR” shall then equal the amount determined by subtracting $100 from the foregoing final dollar value, dividing the result by 100 and expressing the resulting fraction as a percentage.

3. Employment Condition.

3.1 Full Payout. In order to receive the full number of Performance Shares determined under Section 2, Recipient must be employed by the Company on the October 31 immediately following

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the end of the Performance Period (the “Vesting Date”). For purposes of Sections 3 and 4, all references to the “Company” shall include the Company and its subsidiaries.

3.2 Retirement; Termination Without Cause After 12 Months. If Recipient’s employment with the Company is terminated at any time prior to the Vesting Date because of Retirement (as defined below), or if Recipient’s employment is terminated by the Company without Cause (as defined below) after the end of the 12th month of the Performance Period and prior to the Vesting Date, Recipient shall, subject to Section 4.1, be entitled to receive a pro-rated award to be paid following completion of the Performance Period. The number of Performance Shares to be issued as a pro-rated award under this Section 3.2 shall be determined by multiplying the number of Performance Shares determined under Section 2 by a fraction, the numerator of which is the number of days Recipient was employed by the Company since the beginning of the Performance Period and the denominator of which is the number of days in the period from the beginning of the Performance Period to the Vesting Date. Any obligation of the Company to issue a pro-rated award under this Section 3.2 shall be subject to and conditioned upon the execution and delivery by Recipient no later than the Vesting Date of a Release of Claims in such form as may be requested by the Company. For purposes of this Section 3.2, the following terms shall have the following meanings:

(i) “Retirement” shall mean the Recipient’s termination of employment or service because of (a) normal retirement after reaching age 65, (b) early retirement after reaching age 55 and completing 10 years of service, or (c) early retirement after completing 30 years of service without regard to age; and

(ii) “Cause” shall mean (a) the conviction (including a plea of guilty or nolo contendere) of Recipient of a felony involving theft or moral turpitude or relating to the business of the Company, other than a felony predicated on Recipient’s vicarious liability, (b) Recipient’s continued failure or refusal to perform with reasonable competence and in good faith any of the lawful duties assigned by (or any lawful directions of) the Company that are commensurate with Recipient’s position with the Company (not resulting from any illness, sickness or physical or mental incapacity), which continues after the Company has given notice thereof (and a reasonable opportunity to cure) to Recipient, (c) deception, fraud, misrepresentation or dishonesty by Recipient in connection with Recipient’s employment with the Company, (d) any incident materially compromising Recipient’s reputation or ability to represent the Company with the public, (e) any willful misconduct by Recipient that substantially impairs the Company’s business or reputation, or (f) any other willful misconduct by Recipient that is clearly inconsistent with Recipient’s position or responsibilities.

3.3 Death or Disability. If Recipient’s employment with the Company is terminated at any time prior to the Vesting Date because of death or disability, Recipient shall be entitled to receive a pro-rated award to be paid as soon as reasonably practicable following such event. The term “disability” means a medically determinable physical or mental condition of Recipient resulting from bodily injury, disease, or mental disorder which is likely to continue for the remainder of Recipient’s life and which renders Recipient incapable of performing the job assigned to Recipient by the Company or any substantially equivalent replacement job. For purposes of calculating the pro-rated award under this Section 3.3, the Volume Growth Payout Factor and the TSR Payout Factor shall both be calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of death or disability. For this purpose, the TSR for the Company and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of death or disability, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. The number of Performance Shares to be issued as a pro-rated award under this Section 3.3 shall be determined by multiplying the number of

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Performance Shares determined after applying the modifications described in the preceding sentences by a fraction, the numerator of which is the number of days Recipient was employed by the Company since the beginning of the Performance Period and the denominator of which is the number of days in the period from the beginning of the Performance Period to the Vesting Date.

3.4 Other Terminations. If Recipient’s employment by the Company is terminated at any time prior to the Vesting Date and neither Section 3.2 nor Section 3.3 applies to such termination, Recipient shall not be entitled to receive any Performance Shares.

4. Non-Competition.

4.1 Consequences of Violation. If the Company determines that Recipient has engaged in an action prohibited by Section 4.2 below, then:

4.1.1 Recipient shall immediately forfeit all rights under this Agreement to receive any unissued Performance Shares; and

4.1.2 If Performance Shares were issued to Recipient following completion of the Performance Period, and the Company’s determination of a violation occurs on or before the first anniversary of the Vesting Date, Recipient shall repay to the Company (a) the number of shares of Common Stock issued to Recipient under this Agreement (the “Forfeited Shares”), plus (b) the amount of cash equal to the withholding taxes paid by withholding shares of Common Stock from Recipient as provided in Section 7. If any Forfeited Shares are sold by Recipient prior to the Company’s demand for repayment, Recipient shall repay to the Company 100% of the proceeds of such sale or sales. The Company may, in its sole discretion, reduce the amount to be repaid by Recipient to take into account the tax consequences of such repayment for Recipient.

4.2 Prohibited Actions. The consequences described in Section 4.1 shall apply if during Recipient’s employment with the Company, or at any time during the period of one year following termination of such employment, Recipient, directly or indirectly, owns, manages, controls, or participates in the ownership, management or control of, or is employed by, consults for, or is connected in any manner with:

4.2.1 any business that (a) is engaged in the steel manufacturing business, (b) produces any of the same steel products as Cascade Steel Rolling Mills, Inc. (“Cascade Steel”), and (c) competes with Cascade Steel for sales to customers in California, Oregon, Washington, Nevada, British Columbia or Alberta;

4.2.2 any business that (a) is engaged in the metals recycling business or the self-service used auto parts business, and (b) operates a metal recycling collection or processing facility or a self-service used auto parts store within 250 miles of any of the Company’s facilities or stores.

4.3 Exceptions/Modifications for Certain Jurisdictions. If Recipient primarily resides and/or primarily provides service in one of the jurisdictions included in Exhibit A attached hereto, to the extent required by applicable law, the provisions contained therein shall govern and control for purposes of this Section 4. Recipient (i) is advised to consult with an attorney regarding the terms and conditions of this Agreement (including the terms of the restrictive covenants within this Section 4 and Exhibit A attached hereto) before signing it and (ii) acknowledges the receipt of such Company advice and has had the opportunity to seek counsel.

5. Company Sale.

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5.1 If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this Section 5.1 shall be the greater of (a) the sum of the Volume Growth Target Share Amount and the TSR Target Share Amount, or (b) the amount determined using a Volume Growth Payout Factor and a TSR Payout Factor and calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for the Company and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the number of thousands of long tons of ferrous and nonferrous metal sales, inclusive of ferrous tons transferred to the Company’s steel mill, and of cars sold on an auction platform (each such car measured at 1.5 long tons per car), used to calculate Volume Growth for any partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) before determining the Volume Growth for that partial fiscal year, and the Average Volume Growth shall be determined by averaging however many full and partial fiscal years for which a Volume Growth shall have been determined.

5.2 For purposes of this Agreement, a “Company Sale” shall mean the occurrence of any of the following events:

5.2.1 any consolidation, merger or plan of share exchange involving the Company (a “Merger”) in which the Company is not the continuing or surviving corporation or pursuant to which outstanding shares of Class A Common Stock would be converted into cash, other securities or other property; or

5.2.2 any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company.

6. Certification and Payment. As soon as practicable following the completion of the audit of the Company’s consolidated financial statements for the final fiscal year of the Performance Period, the Company shall calculate the Volume Growth Payout Factor, the TSR Payout Factor, and the corresponding numbers of Performance Shares issuable to Recipient. This calculation shall be submitted to the Committee. No later than the Vesting Date the Committee shall certify in writing (which may consist of approved minutes of a Committee meeting) the levels of Volume Growth attained by the Company for each fiscal year of the Performance Period, the levels of TSR and TSR Percentile Rank attained by the Company for each fiscal year of the Performance Period, and the number of Performance Shares issuable to Recipient based on the Company’s performance. Subject to applicable tax withholding, the number of Performance Shares so certified shall be issued to Recipient as soon as practicable following the Vesting Date, but no Performance Shares shall be issued prior to certification. No fractional shares shall be issued and the number of Performance Shares deliverable shall be rounded to the nearest whole share. In the event of the death or disability of Recipient as described in Section 3.3 or a Company Sale as described in Section 5, each of which requires an award payout earlier than the Vesting Date, a similar calculation and certification process shall be followed within the time frames required by those sections.

7. Tax Withholding. Recipient acknowledges that, on the date the Performance Shares are issued to Recipient (the “Payment Date”), the Value (as defined below) on that date of the Performance Shares will be treated as ordinary compensation income for federal and state income and FICA tax purposes,

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and that the Company will be required to withhold taxes on these income amounts. To satisfy the required minimum withholding amount, the Company shall withhold the number of Performance Shares having a Value equal to the minimum withholding amount. For purposes of this Section 7, the “Value” of a Performance Share shall be equal to the closing market price for Class A Common Stock on the last trading day preceding the Payment Date.

8. Changes in Capital Structure. If the outstanding Class A Common Stock of the Company is hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any stock split, combination of shares or dividend payable in shares, recapitalization or reclassification, appropriate adjustment shall be made by the Committee in the number and kind of shares subject to this Agreement so that the Recipient’s proportionate interest before and after the occurrence of the event is maintained.

9. Approvals. The obligations of the Company under this Agreement are subject to the approval of state, federal or foreign authorities or agencies with jurisdiction in the matter. The Company will use its reasonable best efforts to take steps required by state, federal or foreign law or applicable regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company’s shares may then be listed, in connection with the award evidenced by this Agreement. The foregoing notwithstanding, the Company shall not be obligated to deliver Class A Common Stock under this Agreement if such delivery would violate or result in a violation of applicable state or federal securities laws.

10. No Right to Employment. Nothing contained in this Agreement shall confer upon Recipient any right to be employed by the Company or to continue to provide services to the Company or to interfere in any way with the right of the Company to terminate Recipient’s services at any time for any reason, with or without cause.

11. Recoupment Policy. The Recipient acknowledges and agrees that the Performance Shares shall be subject to the Company’s Incentive Compensation Clawback Policy, as the same may be amended from time to time or any replacement policy thereto, or as may be required by any applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder).

12. Miscellaneous.

12.1 Entire Agreement. This Agreement constitutes the entire agreement of the parties with regard to the subjects hereof.

12.2 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed sufficient when delivered personally to the party to whom it is addressed or when deposited into the United States Mail as registered or certified mail, return receipt requested, postage prepaid, addressed to the Company, Attention: Corporate Secretary, at its principal executive offices or to Recipient at the address of Recipient in the Company’s records, or at such other address as such party may designate by ten (10) days’ advance written notice to the other party.

12.3 Assignment; Rights and Benefits. Recipient shall not assign this Agreement or any rights hereunder to any other party or parties without the prior written consent of the Company. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company’s successors and assigns and, subject to the foregoing restriction on assignment, be binding upon Recipient’s heirs, executors, administrators, successors and assigns.

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12.4 Further Action. The parties agree to execute such instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.

12.5 Applicable Law; Attorneys’ Fees. The terms and conditions of this Agreement shall be governed by the laws of the State of Oregon. In the event either party institutes litigation hereunder, the prevailing party shall be entitled to reasonable attorneys’ fees to be set by the trial court and, upon any appeal, the appellate court.

12.6 Severability. Each provision of this Agreement will be treated as a separate and independent clause and unenforceability of any one clause will in no way impact the enforceability of any other clause. Should any of the provisions of this Agreement be found to be unreasonable or invalid by a court of competent jurisdiction, such provision will be enforceable to the maximum extent enforceable by the law of that jurisdiction.

RADIUS RECYCLING, INC.

By

Title

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EXHIBIT A

State Restrictive Covenant Supplement

Capitalized terms used but not defined herein shall have the meanings set forth in the Radius Recycling, Inc. Long-Term Incentive Award Agreement (FY2025-FY2027 Performance Period) to which this Exhibit A is attached (the “Award Agreement”).

CALIFORNIA If Recipient is primarily a resident of, or primarily provides services in, California on (i) the Date of Grant or (ii) the date of Recipient’s termination of employment with the Company (the “Termination Date”): (a) Section 4.2 of the Award Agreement shall not apply following the Termination Date; and (b) Section 12.5 of the Award Agreement shall be amended to replace “Oregon” with “California.”

COLORADO If Recipient is primarily a resident of, or primarily provides services in, Colorado on (i) the Date of Grant or (ii) the Termination Date: (c) Section 4.2 of the Award Agreement shall not apply after the Termination Date unless Recipient earns, as of the Date of Grant and the date on which enforcement is sought, an amount of annualized cash compensation equivalent to or greater than $123,750 (which is the threshold amount for 2024 and represents 100% of Colorado’s “threshold amount for highly compensated workers,” which is subject to annual adjustments pursuant to Colorado law); and (d) Recipient acknowledges that Recipient was provided a separate notice of the terms of the above-referenced restrictions (1) if Recipient is a prospective service provider, before Recipient accepted the Company’s offer of employment or other service relationship or (2) if Recipient is a current service provider, at least 14 days before the earlier of (A) the effective date of the restrictive covenants contained within the Award Agreement or (B) the Date of Grant. A copy of the form of such notice is attached hereto as Annex 1 to this Exhibit A.

GEORGIA If Recipient is primarily a resident of, or primarily provides services in, Georgia on (i) the Date of Grant or (ii) the Termination Date, Section 4.2 of the Award Agreement shall not apply after the Termination Date unless Recipient (1) customarily and regularly solicits customers or prospective customers for his or her employer; (2) customarily and regularly engages in making sales or obtaining orders or contracts

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for products or services to be performed by others; (3) has the authority to hire or fire other employees or particular weight is given to Recipient’s suggestions and recommendations as to the hiring, firing, advancement, promotion, or any other change of status of other employees; or (4) performs the duties of a “key employee” or professional. A “key employee” is someone with “a high level of notoriety, fame, reputation, or public persona as the employer’s representative or spokesperson or has gained a high level of influence or credibility with the employer’s customers, vendors, or other business relationships or is intimately involved in the planning for or direction of the business of the employer or a defined unit of the business of the employer. Such term also means an employee in possession of selective or specialized skills, learning, or abilities or customer contacts or customer information who has obtained such skills, learning, abilities, contacts, or information by reason of having worked for the employer.”

ILLINOIS If Recipient is primarily a resident of, or primarily provides services in, Illinois on (i) the Date of Grant or (ii) the Termination Date: (e) Section 4.2 of the Award Agreement shall not apply after the Termination Date unless Recipient’s actual or expected annual rate of “earnings” (as defined by Illinois law) exceeds $75,000 per year (which is the threshold amount through the end of 2026, after which this amount will increase in $5,000 increments in each of 2027, 2032, and 2037, with $90,000 as the minimum threshold amount in 2037); and (f) Recipient acknowledges that Recipient has been provided with a copy of the Award Agreement and this Exhibit A at least fourteen (14) calendar days before the commencement of Recipient’s employment or other services or that Recipient has had a period of at least fourteen calendar (14) days to review and consider the terms and restrictions provided in the Award Agreement and this Exhibit A, which provided sufficient time and opportunity to consult with legal counsel of Recipient’s choice relating to Recipient’s entrance into the Award Agreement (including this Exhibit A) (which Recipient is hereby advised to do), and the terms of the Award Agreement, including the restrictive covenants provided therein.

MASSACHUSETTS If Recipient is, and has been for at least 30 days immediately preceding the Termination Date, a resident of, or primarily providing services in, the Commonwealth of Massachusetts: (g) Section 4.2 of the Award Agreement shall not apply after the Termination Date, if Recipient is terminated without Cause (as modified by this Massachusetts supplement); (h) The Company, at its discretion, including based on a determination by the Company, in its discretion, that additional consideration is required by Massachusetts law to render Section 4.2 of the Award Agreement enforceable, may elect to enforce such covenant by making garden leave payments to Recipient during the 12-month period following the Termination Date at a rate of up to 50% of the highest annualized base salary or service fees, as applicable, paid to Recipient by the Company within the 2-year period preceding the Termination Date (“Garden Leave Payments”). Any Garden Leave

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Payments paid to Recipient pursuant to this Massachusetts supplement may be reduced based on consideration of the Fair Market Value (as defined in the Plan) of the incentive compensation provided pursuant to the Award Agreement and determined in good faith by the Company as of the Termination Date or by (or may reduce and not be in addition to) any severance or separation pay that Recipient is otherwise entitled to receive from the Company pursuant to an agreement, plan, or otherwise; (i) The Company, in its sole discretion, may elect at any time prior to the Termination Date, or on such later date to the extent permitted by applicable law, to waive the restrictions set forth in Section 4.2 of the Award Agreement, upon which such waiver shall automatically terminate the Company’s obligations to compensate Recipient under Section (b) of this Massachusetts supplement. In such event, Recipient shall have no further obligations under Section 4.2 of the Award Agreement. Such waiver shall be in writing and shall have no effect on Recipient’s obligations under any other restrictive covenant provided in the Award Agreement, which shall continue in full force and effect in all respects. Recipient acknowledges and agrees that nothing in this Section (c) gives Recipient an election as to compliance with Section 4.2 of the Award Agreement; (j) For purposes of enforcement of Section 4.2 of the Award Agreement (and no other provision of the Award Agreement or the Plan), “Cause” shall include any good faith determination by the Company that Recipient has significantly underperformed in providing services to the Company or engaged in conduct or behavior that violates any policy of the Company or is detrimental to the Company or its reputation; (k) Recipient acknowledges and agrees that the benefits provided by the Award Agreement and the Garden Leave Payments (where applicable) constitute sufficient mutually agreed-upon consideration for the obligations under Section 4.2 of the Award Agreement; and (l) Recipient’s agreement to the non-competition covenant in Section 4.2 of the Award Agreement shall be effective upon the later of Recipient’s (i) acceptance of the Performance Shares or (ii) the date that is 10 business days after Recipient was provided with notice the non-competition covenant in Section 4.2 of the Award Agreement.

NEVADA If Recipient is primarily a resident of, or primarily provides services in, Nevada on (i) the Date of Grant or (ii) the Termination Date: (m) Section 4.2 of the Award Agreement shall not apply after the Termination Date: (i) in territories in which the Company has not established customer contracts or goodwill or undertaken concrete steps to establish operations; or (ii) to prevent Recipient from providing services to a former customer or client of the Company so long as (1) Recipient did not solicit the former customer or client, (2) the customer or client voluntarily left and sought Recipient’s services and (3) Recipient has otherwise complied with the provisions of Section 4.2 of

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the Award Agreement with respect to time, geographic area and scope of restrained activity. (n) If Recipient’s termination of employment with the Company was part of a reduction of force, reorganization or similar restructuring of the Company, Section 4.2 of the Award Agreement shall only apply during the period of time which the Company pays Recipient’s salary, benefits or equivalent compensation, including severance pay, if any.

OREGON If Recipient is primarily a resident of, or primarily provides services in, Oregon on (i) the Date of Grant or (ii) the Termination Date: (o) Section 4.2 of the Award Agreement shall not apply after the Termination Date, unless: (iii) the Performance Shares were granted in connection with either (A) a written employment offer that provided, at least two (2) weeks’ notice before the first day of employment, that Recipient’s entrance into the non-competition obligations under Section 4.2 of the Award Agreement were required or (B) Recipient’s subsequent bona fide advancement; and (iv) Recipient’s total annual compensation, including commissions, as of the Termination Date, exceeds $113,241 (which is the threshold amount for 2024 and subject to annual adjustments for inflation based on adjustments to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the US Department of Labor), unless the Company provides Recipient compensation during the 12-month period following the Termination Date, in which Section 4.2 of the Award Agreement applies, in an amount equal to the greater of 50% of Recipient’s annual gross base salary and commissions as of the Termination Date or 50% of $113,241 (which is the threshold amount for 2024 and subject to annual adjustments pursuant to Oregon law as described in this provision) during the 12-month period following the Termination Date. (p) The Company shall provide Recipient a signed copy of the Award Agreement within 30 days following the Termination Date.

RHODE ISLAND If Recipient is primarily a resident of, or primarily provides services in, Rhode Island on (i) the Date of Grant or (ii) the Termination Date, Section 4.2 of the Award Agreement shall not apply after the Termination Date, if Recipient’s average annual earnings (as defined by Rhode Island law) are less than, or equal to, 250% of the federal poverty level for individuals as established by the United States Department of Health and Human Services federal poverty guidelines.

WASHINGTON (STATE)

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If Recipient is primarily a resident of, or primarily provides services in, Washington on (i) the Date of Grant or (ii) the Termination Date: (q) Unless Recipient’s annualized “earnings” (as defined by Washington law) from the Company exceed $120,560 per year (which is the threshold amount for 2024 and subject to annual adjustments pursuant to Washington law), Section 4.2 of the Award Agreement shall not apply after the Termination Date; and (r) If Recipient’s termination of employment with the Company is a result of a layoff, should the Company choose to enforce the provisions of Section 4.2 of the Award Agreement, then after the Termination Date, the Company shall pay Recipient compensation equivalent to Recipient’s base salary as of the Termination Date, minus any severance or other compensation paid by the Company and any compensation Recipient earns through subsequent non-competitive employment during the 12-month period following the Termination Date.

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ANNEX 1 TO EXHIBIT A

Notice to Colorado Recipients

The Radius Recycling, Inc. Long-Term Incentive Award Agreement (FY2025-FY2027 Performance Period) (the “Award Agreement”) offered by Radius Recycling, Inc. (the “Company”) to you on [Date] contains a non-competition covenant in Section 4.2 of the Award Agreement (including Exhibit A attached thereto), which could restrict your options for subsequent employment following the date of your termination of employment with the Company.

Please sign the acknowledgement where indicated below, and return the signed copy to the Company.

Date:	[Name]

 

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RESTRICTED STOCK UNIT
AWARD AGREEMENT

Pursuant to Section 9 of the 2024 Omnibus Incentive Plan (the “Plan”) of Radius Recycling, Inc., an Oregon corporation (the “Company”), on November 8, 2024 (the “Date of Grant”) the Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”) authorized and granted to ________________ (the “Recipient”) an award of restricted stock units with respect to the Company’s Class A Common Stock (“Common Stock”), subject to the terms and conditions of this agreement between the Company and the Recipient (this “Agreement”). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement.

1. Award and Terms of Restricted Stock Units. The Company awards to the Recipient under the Plan ______________ restricted stock units (the “Award”), subject to the restrictions, terms and conditions set forth in this Agreement.

(a) Rights under Restricted Stock Units. A restricted stock unit (a “RSU”) obligates the Company, upon vesting in accordance with this Agreement, to issue to the Recipient one share of Common Stock for each RSU. The number of shares of Common Stock issuable with respect to each RSU is subject to adjustment as determined by the Board of Directors of the Company as to the number and kind of shares of stock deliverable upon any merger, reorganization, consolidation, recapitalization, stock dividend, spin-off or other change in the corporate structure affecting the Common Stock generally.

(b) Vesting Date. The RSUs awarded under this Agreement shall initially be 100% unvested and subject to forfeiture. The Vesting Reference Date of this Award is October 31, 2024. Subject to Sections 1(c), (d), (e), (f) and (m), the RSUs shall vest in equal installments as follows:

 

% of RSUs Vested

Prior to November 30, 2025 0%

November 30, 2025 20%

Second anniversary of the Vesting Reference Date 40%

Third anniversary of the Vesting Reference Date 60%

Fourth anniversary of the Vesting Reference Date 80%

Fifth anniversary of the Vesting Reference Date 100%

(c) Acceleration on Death or Disability; Continuation on Retirement.

 

 

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(d) Certain Transactions. Notwithstanding any provision in this Agreement (but subject to the last sentence of this Section 1(d)), in the event of dissolution of the Company or a merger, consolidation or plan of exchange affecting the Company, the Committee may, in its sole discretion and to the extent possible under the structure of the applicable transaction, select one or a combination of the following alternatives for treating this Award of RSUs:

(i) the Award shall remain in effect in accordance with its terms;

 

(ii) all or a portion of the RSUs shall, to the extent then still subject to the vesting restrictions, be released from the vesting restrictions in connection with the closing of the applicable transaction; or

 

(iii) the RSUs shall be converted into restricted stock units or restricted stock of one or more of the corporations that are the surviving or acquiring corporations in the applicable transaction. The amount and type of converted restricted stock units or restricted stock shall be determined by the Company, taking into account the relative values of the companies involved in the applicable transaction and the exchange rate, if any, used in determining shares of the surviving corporation(s) to be held by holders of shares of the Company following the applicable transaction. Unless otherwise determined by the Company, by action of the Committee, the converted restricted stock units or restricted stock shall continue to be subject to the forfeiture provisions applicable to the RSUs at the time of the applicable transaction.

 

Notwithstanding the foregoing provisions of this Section 1(d) to the contrary, no such alternative shall occur with respect to the RSUs to the extent that, if it did, a 20% tax would be imposed under Section 409A of the Internal Revenue Code on the Recipient.

 

(e) Special Acceleration in Certain Events. Notwithstanding any other provision in this Agreement, upon a change in control of the Company, all outstanding but unvested RSUs shall become immediately vested. The term “change in control of the Company” means the occurrence of any of the following events:

 

(i) The consummation of:

 

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(A) any consolidation, merger or plan of share exchange involving the Company (a “Merger”) as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or

 

(B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company;

 

(ii) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or

 

(iii) Any person shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing 20% or more of the combined voting power of the then outstanding Voting Securities. For purposes of this Section 1(e), the term “person” means and includes any individual, corporation, partnership, group, association or other “person,” as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than the Company or any employee benefit plan sponsored by the Company.

 

Notwithstanding anything in this Section 1(e) to the contrary, unless otherwise determined by the Board of Directors of the Company, no change in control of the Company shall be deemed to have occurred for purposes of this Agreement if (1) the Recipient acquires (other than on the same basis as all other holders of shares of Common Stock of the Company) an equity interest in an entity that acquires the Company in a change in control of the Company otherwise described under subparagraph (i) of this Section 1(e), or (2) the Recipient is part of a group that constitutes a person which becomes a beneficial owner of Voting Securities in a transaction that otherwise would have resulted in a change in control of the Company under subparagraph (iii) of this Section 1(e).

 

(f) Forfeiture of RSUs on Termination of Service. In addition to the provisions for forfeiture of RSUs as set forth in Section 1(c)(ii) and Section 1(m)(i) of this Agreement, if the Recipient ceases to be an employee of the Company or a parent or subsidiary of the Company under circumstances where the RSUs both (x) have not previously vested, and (y) do not become vested pursuant to Section 1(c)(i), 1(d), or 1(e) or continue to vest pursuant to Section 1(c)(iii), the Recipient shall immediately forfeit all outstanding but unvested RSUs awarded pursuant to this Agreement and the Recipient shall have no right to receive the related Common Stock.

(g) Restrictions on Transfer. The Recipient may not sell, transfer, assign, pledge or otherwise encumber or dispose of the RSUs subject to this Agreement. The Recipient may designate beneficiaries to receive the shares of Common Stock underlying the RSUs subject to this Agreement if the Recipient dies before delivery of the shares of Common Stock by so indicating on a form supplied

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by the Company. If the Recipient fails to designate a beneficiary, such Common Stock will be delivered to the person or persons establishing rights of ownership by will or under the laws of descent and distribution.

(h) No Voting Rights; Dividends. The Recipient shall have no rights as a shareholder with respect to the RSUs or the Common Stock underlying the RSUs until the underlying Common Stock is issued to the Recipient. The Recipient will be entitled to receive any cash dividends declared on the Common Stock underlying the RSUs after the RSUs have vested and the Common Stock has been issued. The Company shall accrue and pay to the Recipient on the vesting of the RSUs an amount in cash equal to dividends that would have been paid on the Common Stock underlying the RSUs after the date of the issuance of the RSUs. No interest shall be paid by the Company on accrued amounts.

 

(i) Delivery Date for the Shares Underlying the RSUs. As soon as practicable, but in no event later than thirty days, following a date on which any RSUs vest, the Company will issue the Recipient the Common Stock underlying the then vested RSUs in the form of uncertificated shares in book entry form; provided, however, that if accelerated vesting of the RSU occurs pursuant to Section 1(c)(i) by reason of the Recipient’s disability, the date of issuance of the shares underlying the RSUs shall be delayed until the date that is six months after the date of the Recipient’s separation from service (within the meaning of Section 409A of the Internal Revenue Code); provided further, however, that if accelerated vesting of the RSUs occurs pursuant to Section 1(d) or 1(e), the date of issuance of the shares underlying the RSUs shall occur as soon as practicable, but in no event later than thirty days, following the earliest to occur of (1) the Recipient’s separation from service (within the meaning of Section 409A of the Internal Revenue Code (but subject to the immediately preceding proviso and provided that if such separation of service occurs by reason of the Recipient’s retirement, the date of issuance of the shares underlying the RSUs pursuant to this clause (1) shall be delayed until the date that is six months after the date of the Recipient’s separation from service)), (2) the Recipient’s death or (3) a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code. The shares of Common Stock will be issued in the Recipient’s name or, in the event of the Recipient’s death, in the name of either (i) the beneficiary designated by the Recipient on a form supplied by the Company or (ii) if the Recipient has not designated a beneficiary, the person or persons establishing rights of ownership by will or under the laws of descent and distribution.

 

(j) Taxes and Tax Withholding. The Recipient acknowledges and agrees that no election under Section 83(b) of the Internal Revenue Code can or will be made with respect to the RSUs. The Recipient acknowledges that, except as provided below, on each date that shares underlying the RSUs are issued to the Recipient (the “Payment Date”), the Value (as defined below) on that date of the shares so issued will be treated as ordinary compensation income for federal and state income and FICA tax purposes, and that the Company will be required to withhold taxes on these income amounts. To satisfy the required minimum withholding amount, the Company shall withhold from the shares otherwise issuable the number of shares having a Value equal to the minimum withholding amount. For purposes of this Section 1(j), the “Value” of a share shall be equal to the closing market price for the Common Stock on the last trading day preceding the Payment Date. Alternatively, the Company may, at its option, permit the Recipient to pay such withholding amount in cash under procedures established by the Company. The Recipient acknowledges that under current tax law, the Company is required to withhold FICA taxes with respect to the RSUs at the earlier of (i) the issuance of shares underlying the RSUs or (ii) the date that the Recipient becomes eligible for retirement following the expiration of the two (2) year forfeiture period provided in Section 1(c)(ii) (or

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the date of the two (2) year anniversary of the Vesting Reference Date if the Recipient is eligible for retirement at the expiration of the two (2) year forfeiture period provided in Section 1(c)(ii)). To satisfy the required minimum FICA withholding in the event that Recipient is eligible for retirement, the Recipient shall, immediately upon notification of the amount due, pay to the Company in cash or by check amounts necessary to satisfy applicable FICA withholding requirements. If the Recipient fails to pay the amount demanded, the Company or the Recipient’s employer may withhold that amount from other amounts payable to the Recipient, including salary, subject to applicable law.

 

(k) Not a Contract of Employment. Nothing in the Plan or this Agreement shall confer upon Recipient any right to be continued in the employment of the Company or any parent or subsidiary of the Company, or to interfere in any way with the right of the Company or any parent or subsidiary by whom Recipient is employed to terminate Recipient’s employment at any time or for any reason, with or without cause, or to decrease Recipient’s compensation or benefits.

 

(l) Recoupment Policy. The Recipient acknowledges and agrees that the RSUs shall be subject to any applicable clawback or recoupment policy that the Company has in place from time to time, or as may be required by any applicable law.

 

(m) Non-Competition.

 

(i) If the Company determines that Recipient has engaged in an action prohibited by Section 1(m)(ii) below, then:

 

(1) the Recipient shall immediately forfeit all outstanding but unvested RSUs awarded pursuant to this Agreement and the Recipient shall have no right to receive the related Common Stock; and

 

(2) if shares of Common Stock underlying the RSUs were issued to Recipient upon vesting in accordance with Section 1(i), and the Company’s determination of a violation occurs on or before the first anniversary of such vesting, Recipient shall repay to the Company (a) the number of shares of Common Stock issued to Recipient under this Agreement for such vesting (the “Forfeited Shares”), plus (b) the amount of cash equal to the withholding taxes paid by withholding shares of Common Stock from Recipient as provided in Section 1(j). If any Forfeited Shares are sold by Recipient prior to the Company’s demand for repayment, Recipient shall repay to the Company 100% of the proceeds of such sale or sales. The Company may, in its sole discretion, reduce the amount to be repaid by Recipient to take into account the tax consequences of such repayment for Recipient.

 

(ii) The consequences described in Section 1(m)(i) shall apply if during Recipient’s employment with the Company, or at any time during the period of one year following termination of such employment or during the remainder of the vesting period in the event RSUs continue to vest pursuant to Section 1(c)(iii), Recipient, directly or indirectly, owns, manages, controls, or participates in the ownership, management or control of, or is employed by, consults for, or is connected in any manner with:

 

(1) any business that (a) is engaged in the steel manufacturing business, (b) produces any of the same steel products as Cascade Steel Rolling Mills, Inc. (“Cascade Steel”) and (c) competes with Cascade Steel for sales to customers in California, Oregon, Washington, Nevada, British Columbia or Alberta; or

 

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(2) any business that (a) is engaged in the metals recycling business or the self-service used auto parts business, and (b) operates a metal recycling collection or processing facility or a self-service used auto parts store within 250 miles of any of the Company’s facilities or stores.

(iii) Exceptions/Modifications for Certain Jurisdictions. If the Recipient primarily resides and/or primarily provides service in one of the jurisdictions included in Exhibit A attached hereto, to the extent required by applicable law, the provisions contained therein shall govern and control for purposes of this Section 1(m). The Recipient (i) is advised to consult with an attorney regarding the terms and conditions of the Agreement (including the terms of the restrictive covenants within this Section 1(m) and Exhibit A attached hereto) before signing it and (ii) acknowledges the receipt of such Company advice and has had the opportunity to seek counsel.

 

2. Miscellaneous.

(a) Entire Agreement; Amendment. This Agreement and the Plan constitute the entire agreement of the parties with regard to the subjects hereof.

 

(b) Interpretation of the Plan and the Agreement. The Committee shall have the sole authority to interpret the provisions of this Agreement and the Plan and all determinations by it shall be final and conclusive.

 

(c) Electronic Delivery. The Recipient consents to the electronic delivery of notices and any prospectus and any other documents relating to this Award in lieu of mailing or other form of delivery.

(d) Rights and Benefits. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company’s successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient’s heirs, executors, administrators, successors and assigns.

(e) Further Action. The parties agree to execute such instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.

 

(f) Governing Law. This Agreement and the Plan will be interpreted under the laws of the state of Oregon, exclusive of choice of law rules.

 

	RADIUS RECYCLING, INC.
	By:
		Authorized Officer

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EXHIBIT A

State Restrictive Covenant Supplement

Capitalized terms used but not defined herein shall have the meanings set forth in the Radius Recycling, Inc. Restricted Stock Unit Award Agreement to which this Exhibit A is attached (the “Award Agreement”).

CALIFORNIA If the Recipient is primarily a resident of, or primarily provides services in, California on (i) the Date of Grant or (ii) the date of the Recipient’s termination of employment with the Company (the “Termination Date”): (a) Section 1(m)(ii) of the Award Agreement shall not apply following the Termination Date; and (b) Section 2(f) of the Award Agreement shall be amended to replace “Oregon” with “California.”

COLORADO If the Recipient is primarily a resident of, or primarily provides services in, Colorado on (i) the Date of Grant or (ii) the Termination Date: (c) Section 1(m)(ii) of the Award Agreement shall not apply after the Termination Date unless the Recipient earns, as of the Date of Grant and the date on which enforcement is sought, an amount of annualized cash compensation equivalent to or greater than $123,750 (which is the threshold amount for 2024 and represents 100% of Colorado’s “threshold amount for highly compensated workers,” which is subject to annual adjustments pursuant to Colorado law); and (d) The Recipient acknowledges that the Recipient was provided a separate notice of the terms of the above-referenced restrictions (1) if the Recipient is a prospective service provider, before the Recipient accepted the Company’s offer of employment or other service relationship or (2) if the Recipient is a current service provider, at least 14 days before the earlier of (A) the effective date of the restrictive covenants contained within the Award Agreement or (B) the Date of Grant. A copy of the form of such notice is attached hereto as Annex 1 to this Exhibit A.

GEORGIA If the Recipient is primarily a resident of, or primarily provides services in, Georgia on (i) the Date of Grant or (ii) the Termination Date, Section 1(m)(ii) of the Award Agreement shall not apply after the Termination Date unless the Recipient (1) customarily and regularly solicits customers or prospective customers for his or her employer; (2) customarily and regularly engages in making sales or obtaining orders or contracts for products or services to be performed by others; (3) has the authority to hire or fire other employees or particular weight is given to the Recipient’s suggestions and recommendations as to

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the hiring, firing, advancement, promotion, or any other change of status of other employees; or (4) performs the duties of a “key employee” or professional. A “key employee” is someone with “a high level of notoriety, fame, reputation, or public persona as the employer’s representative or spokesperson or has gained a high level of influence or credibility with the employer’s customers, vendors, or other business relationships or is intimately involved in the planning for or direction of the business of the employer or a defined unit of the business of the employer. Such term also means an employee in possession of selective or specialized skills, learning, or abilities or customer contacts or customer information who has obtained such skills, learning, abilities, contacts, or information by reason of having worked for the employer.”

ILLINOIS If the Recipient is primarily a resident of, or primarily provides services in, Illinois on (i) the Date of Grant or (ii) the Termination Date: (e) Section 1(m)(ii) of the Award Agreement shall not apply after the Termination Date unless the Recipient’s actual or expected annual rate of “earnings” (as defined by Illinois law) exceeds $75,000 per year (which is the threshold amount through the end of 2026, after which this amount will increase in $5,000 increments in each of 2027, 2032, and 2037, with $90,000 as the minimum threshold amount in 2037); and (f) The Recipient acknowledges that the Recipient has been provided with a copy of the Award Agreement and this Exhibit A at least fourteen (14) calendar days before the commencement of the Recipient’s employment or other services or that the Recipient has had a period of at least fourteen calendar (14) days to review and consider the terms and restrictions provided in the Award Agreement and this Exhibit A, which provided sufficient time and opportunity to consult with legal counsel of the Recipient’s choice relating to the Recipient’s entrance into the Award Agreement (including this Exhibit A) (which the Recipient is hereby advised to do), and the terms of the Award Agreement, including the restrictive covenants provided therein.

MASSACHUSETTS If the Recipient is, and has been for at least 30 days immediately preceding the Termination Date, a resident of, or primarily providing services in, the Commonwealth of Massachusetts: (g) Section 1(m)(ii) of the Award Agreement shall not apply after the Termination Date, if the Recipient is terminated without Cause (as modified by this Massachusetts supplement); (h) The Company, at its discretion, including based on a determination by the Company, in its discretion, that additional consideration is required by Massachusetts law to render Section 1(m)(ii) of the Award Agreement enforceable, may elect to enforce such covenant by making garden leave payments to the Recipient during the 12-month period following the Termination Date (but for no more than 12 months following the Termination Date) at a rate of up to 50% of the highest annualized base salary or service fees, as applicable, paid to the Recipient by the Company within the 2-year period preceding the Termination Date (“Garden Leave Payments”). Any Garden Leave

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Payments paid to the Recipient pursuant to this Massachusetts supplement may be reduced based on consideration of the Fair Market Value (as defined in the Plan) of the incentive compensation provided pursuant to the Award Agreement and determined in good faith by the Company as of the Termination Date or by (or may reduce and not be in addition to) any severance or separation pay that the Recipient is otherwise entitled to receive from the Company pursuant to an agreement, plan, or otherwise; (i) Section 1(m)(ii) of the Award Agreement shall not exceed 12 months following the Termination Date, unless the Recipient has breached his or her fiduciary duty to the Company or the Recipient has unlawfully taken, physically or electronically, property belonging to the Company, in which case Section 1(m)(ii) of the Award Agreement may not exceed 2 years from the Termination Date; (j) The Company, in its sole discretion, may elect at any time prior to the Termination Date, or on such later date to the extent permitted by applicable law, to waive the restrictions set forth in Section 1(m)(ii) of the Award Agreement, upon which such waiver shall automatically terminate the Company’s obligations to compensate the Recipient under Section (b) of this Massachusetts supplement. In such event, the Recipient shall have no further obligations under Section 1(m)(ii) of the Award Agreement. Such waiver shall be in writing and shall have no effect on the Recipient’s obligations under any other restrictive covenant provided in the Award Agreement, which shall continue in full force and effect in all respects. The Recipient acknowledges and agrees that nothing in this Section (c) gives the Recipient an election as to compliance with Section 1(m)(ii) of the Award Agreement; (k) For purposes of enforcement of Section 1(m)(ii) of the Award Agreement (and no other provision of the Award Agreement or the Plan), “Cause” shall include any good faith determination by the Company that the Recipient has significantly underperformed in providing services to the Company or engaged in conduct or behavior that violates any policy of the Company or is detrimental to the Company or its reputation; (l) The Recipient acknowledges and agrees that the benefits provided by the Award Agreement and the Garden Leave Payments (where applicable) constitute sufficient mutually agreed-upon consideration for the obligations under Section 1(m)(ii) of the Award Agreement; and (m) The Recipient’s agreement to the non-competition covenant in Section 1(m)(ii) of the Award Agreement shall be effective upon the later of the Recipient’s (i) acceptance of the RSUs or (ii) the date that is 10 business days after the Recipient was provided with notice the non-competition covenant in Section 1(m)(ii) of the Award Agreement.

NEVADA If the Recipient is primarily a resident of, or primarily provides services in, Nevada on (i) the Date of Grant or (ii) the Termination Date: (n) Section 1(m)(ii) of the Award Agreement shall not apply after the Termination Date:

---

(i) in territories in which the Company has not established customer contracts or goodwill or undertaken concrete steps to establish operations; or (ii) to prevent the Recipient from providing services to a former customer or client of the Company so long as (1) the Recipient did not solicit the former customer or client, (2) the customer or client voluntarily left and sought the Recipient’s services and (3) the Recipient has otherwise complied with the provisions of Section 1(m)(ii) of the Award Agreement with respect to time, geographic area and scope of restrained activity. (o) If the Recipient’s termination of employment with the Company was part of a reduction of force, reorganization or similar restructuring of the Company, Section 1(m)(ii) of the Award Agreement shall only apply during the period of time which the Company pays the Recipient’s salary, benefits or equivalent compensation, including severance pay, if any.

OREGON If the Recipient is primarily a resident of, or primarily provides services in, Oregon on (i) the Date of Grant or (ii) the Termination Date: (p) Section 1(m)(ii) of the Award Agreement shall not apply after the Termination Date, unless: (iii) the RSUs were granted in connection with either (A) a written employment offer that provided, at least two (2) weeks’ notice before the first day of employment, that the Recipient’s entrance into the non-competition obligations under Section 1(m)(ii) of the Award Agreement were required or (B) the Recipient’s subsequent bona fide advancement; and (iv) the Recipient’s total annual compensation, including commissions, as of the Termination Date, exceeds $113,241 (which is the threshold amount for 2024 and subject to annual adjustments for inflation based on adjustments to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the US Department of Labor), unless the Company provides the Recipient compensation during the 12-month period following the Termination Date, in which Section 1(m)(ii) of the Award Agreement applies, in an amount equal to the greater of 50% of the Recipient’s annual gross base salary and commissions as of the Termination Date or 50% of $113,241 (which is the threshold amount for 2024 and subject to annual adjustments pursuant to Oregon law as described in this provision) during the 12-month period following the Termination Date. (q) The Company shall provide the Recipient a signed copy of the Award Agreement within 30 days following the Termination Date. (r) Section 1(m)(ii) of the Award Agreement shall not apply for more than 12 months after the Termination Date.

---

PUERTO RICO If the Recipient is primarily a resident of, or primarily provides services in, Puerto Rico on (i) the Date of Grant or (ii) the Termination Date, Section 1(m)(ii) of the Award Agreement shall not apply for more than one year after the Termination Date.

RHODE ISLAND If the Recipient is primarily a resident of, or primarily provides services in, Rhode Island on (i) the Date of Grant or (ii) the Termination Date, Section 1(m)(ii) of the Award Agreement shall not apply after the Termination Date, if the Recipient’s average annual earnings (as defined by Rhode Island law) are less than, or equal to, 250% of the federal poverty level for individuals as established by the United States Department of Health and Human Services federal poverty guidelines.

UTAH If the Recipient is primarily a resident of, or primarily provides services in, Utah on (i) the Date of Grant or (ii) the Termination Date, Section 1(m)(ii) of the Award Agreement shall not apply for more than one year after the Termination Date.

WASHINGTON (STATE) If the Recipient is primarily a resident of, or primarily provides services in, Washington on (i) the Date of Grant or (ii) the Termination Date: (s) Unless the Recipient’s annualized “earnings” (as defined by Washington law) from the Company exceed $120,560 per year (which is the threshold amount for 2024 and subject to annual adjustments pursuant to Washington law), Section 1(m)(ii) of the Award Agreement shall not apply after the Termination Date; (t) If the Recipient’s termination of employment with the Company is a result of a layoff, should the Company choose to enforce the provisions of Section 1(m)(ii) of the Award Agreement, then after the Termination Date, the Company shall pay the Recipient compensation equivalent to the Recipient’s base salary as of the Termination Date, minus any severance or other compensation paid by the Company and any compensation the Recipient earns through subsequent non-competitive employment during the 12-month period following the Termination Date; and (u) Section 1(m)(ii) of the Award Agreement shall not apply for more than eighteen months after the Termination Date.

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ANNEX 1 TO EXHIBIT A

Notice to Colorado Recipients

The Radius Recycling, Inc. Restricted Stock Unit Award Agreement (the “Award Agreement”) offered by Radius Recycling, Inc. (the “Company”) to you on [Date] contains a non-competition covenant in Section 1(m)(ii) of the Award Agreement (including Exhibit A attached thereto), which could restrict your options for subsequent employment following the date of your termination of employment with the Company.

Please sign the acknowledgement where indicated below, and return the signed copy to the Company.

Date:	[Name]

 

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Fiscal 2025 Annual Performance Bonus Program

for the President & Chief Executive Officer

 

The Amended and Restated Employment Agreement between the Company and Tamara L. Lundgren provides for an annual cash bonus under a bonus program to be developed by the Compensation and Human Resources Committee (the “Committee”), with bonuses payable based on Company financial performance and achievement of management objectives as determined by the Committee at the beginning of each fiscal year. The annual bonus program for Ms. Lundgren for fiscal 2025 has two components. The first component consists of an award with a cash payout based on achievement of Company financial performance targets established by the Committee. The second component consists of an award with a cash payout based on the achievement of management objectives established by the Committee. The two components of the annual performance bonus program shall operate independently, and the Committee shall make determinations with respect to the second component without regard to the outcomes under the first component.

 

Company Financial Performance Targets

 

Calculation of Financial Performance Targets. For fiscal 2025, the Company’s financial performance targets shall be the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) and earnings per share (“EPS”). The Committee shall specify the weight to be assigned to each target. The cash payout to the participant under this component of the bonus program shall be determined based on the level of achievement of the performance target. The Committee has established performance targets for EBITDA and EPS and corresponding payouts as a percentage of the participant’s target amount.

 

Participant’s Target Amount. The target amount for the Company financial performance component shall be 75% of Ms. Lundgren’s annual base salary as in effect on August 31, 2025, with the maximum bonus under this target not to exceed three times her target amount under this component.

 

EBITDA. The EBITDA goal for fiscal 2025 shall be based on the Adjusted EBITDA for that year. Adjusted EBITDA for fiscal 2025 shall mean the Company’s earnings before interest, taxes, depreciation and amortization for that fiscal year before extraordinary items and the cumulative effects of changes in accounting principles, if any, as set forth in the audited consolidated financial statements of the Company and its subsidiaries for that fiscal year, adjusted to eliminate the impact of such other items as the Committee shall specify.

 

EPS. The EPS goal for fiscal 2025 shall be based on the Adjusted EPS for that year. Adjusted EPS for fiscal 2025 shall mean the Company’s diluted earnings per share attributable to Radius shareholders for that fiscal year before extraordinary items and the cumulative effects of changes in accounting principles, if any, as set forth in the audited consolidated financial statements of the Company and its subsidiaries for that fiscal year, adjusted to eliminate the impact of such other items as the Committee shall specify.

 

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Change in Accounting Principle. If the Company implements a change in accounting principle during fiscal 2025 either as a result of issuance of new accounting standards or otherwise, and the effect of the accounting change was not reflected in the Company’s business plan at the time of approval of this award, then EBITDA and EPS shall be adjusted to eliminate the impact of the change in accounting principle.

 

Management Objectives

 

The second component of the annual bonus program is based on the achievement of the management objectives determined by the Committee. The Committee shall establish the management objectives and specify the weight to be assigned to each objective. Following the end of the fiscal year, the Committee shall evaluate Ms. Lundgren’s performance against the management objectives, determine the extent to which each objective has been met and determine the amount of the bonus to be paid. The target bonus amount for this component of the bonus program shall be 75% of Ms. Lundgren’s annual base salary as in effect on August 31, 2025, and the maximum bonus under this component may not exceed three times her target amount under this component.

 

General Provisions

 

Certification. Following the end of fiscal 2025 and prior to the payment of any bonus, the Committee shall certify in writing the level of attainment of each performance target for the year and the calculation of the bonus amount. The bonus payout shall be made in cash as soon as practicable after October 31, 2025 following certification by the Committee.

 

Conditions to Payment. Subject to the terms of her employment agreement and change in control agreement, Ms. Lundgren must be employed by the Company on August 31, 2025 to receive the annual bonus.

 

Negative Discretion. The Committee reserves the right in its sole discretion to reduce the bonus payout for Ms. Lundgren from the amounts determined as set forth above prior to payment on such terms as the Committee may determine.

 

Recoupment Policy. All bonuses or incentive awards paid or payable under this plan or program are subject to the terms and conditions of the Company’s Incentive Compensation Clawback Policy, as the same may be amended from time to time or any replacement policy thereto, or as may be required by any applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder).

 

 

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Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Tamara L. Lundgren, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Radius Recycling, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

January 8, 2025

 

/s/ Tamara L. Lundgren

Tamara L. Lundgren Chairman, President and Chief Executive Officer

 

 

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Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Stefano R. Gaggini, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Radius Recycling, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

January 8, 2025

/s/ Stefano R. Gaggini

Stefano R. Gaggini Senior Vice President and Chief Financial Officer

 

 

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Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Radius Recycling, Inc. (the “Company”) on Form 10-Q for the quarter ended November 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

January 8, 2025

/s/ Tamara L. Lundgren

Tamara L. Lundgren Chairman, President and Chief Executive Officer

 

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Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Radius Recycling, Inc. (the “Company”) on Form 10-Q for the quarter ended November 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

January 8, 2025

/s/ Stefano R. Gaggini

Stefano R. Gaggini Senior Vice President and Chief Financial Officer

 

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v3.24.4

Document and Entity Information Document - shares	3 Months Ended
	Nov. 30, 2024	Jan. 06, 2025
Entity Information [Line Items]
Document Type	10-Q
Document Period End Date	Nov. 30, 2024
Entity Registrant Name	RADIUS RECYCLING, INC.
Amendment Flag	false
Document Fiscal Year Focus	2025
Trading Symbol	RDUS
Document Fiscal Period Focus	Q1
Entity Central Index Key	0000912603
Current Fiscal Year End Date	--08-31
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity File Number	000-22496
Entity Tax Identification Number	93-0341923
Entity Address, Address Line One	222 SW Columbia Street
Entity Address, Address Line Two	Suite 1150
Entity Address, City or Town	Portland
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97201
City Area Code	503
Local Phone Number	224-9900
Entity Incorporation, State or Country Code	OR
Title of 12(b) Security	Class A Common Stock, $1.00 par value
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Class A Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		27,955,384
Class B Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		200,000

v3.24.4

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Nov. 30, 2024	Aug. 31, 2024
Current assets:
Cash and cash equivalents	$ 15,223	$ 5,552
Accounts receivable, net of allowance for credit losses of $2,376 and $1,918	212,496	258,157
Inventories	306,360	293,932
Refundable income taxes	666	923
Prepaid expenses and other current assets	53,519	50,563
Total current assets	588,264	609,127
Property, plant and equipment, net of accumulated depreciation of $990,432 and $970,237	658,487	672,192
Operating lease right-of-use assets	135,939	123,546
Investments in joint ventures	10,053	9,841
Goodwill	13,105	13,105
Intangibles, net of accumulated amortization of $19,152 and $17,552	27,056	28,656
Deferred income taxes	17,728	18,577
Other assets	60,162	58,725
Total assets	1,510,794	1,533,769
Current liabilities:
Short-term borrowings	5,573	5,688
Accounts payable	180,812	202,498
Accrued payroll and related liabilities	20,807	24,654
Environmental liabilities	13,305	13,232
Operating lease liabilities	20,802	19,262
Accrued income taxes	78	3
Other accrued liabilities	50,277	51,233
Total current liabilities	291,654	316,570
Deferred income taxes	7,768	4,472
Long-term debt, net of current maturities	439,872	409,082
Environmental liabilities, net of current portion	52,314	52,417
Operating lease liabilities, net of current maturities	115,283	104,246
Other long-term liabilities	20,996	21,242
Total liabilities	927,887	908,029
Commitments and contingencies (Note 4)
Radius Recycling, Inc. ("Radius") shareholders' equity:
Preferred stock – 20,000 shares $1.00 par value authorized, none issued	0	0
Additional paid-in capital	30,209	28,828
Retained earnings	563,770	606,417
Accumulated other comprehensive income (loss)	(41,704)	(40,172)
Total Radius shareholders' equity	580,430	623,112
Noncontrolling interests	2,477	2,628
Total equity	582,907	625,740
Total liabilities and equity	1,510,794	1,533,769
Class A Common Stock
Radius Recycling, Inc. ("Radius") shareholders' equity:
Common stock, value	27,955	27,839
Class B Common Stock
Radius Recycling, Inc. ("Radius") shareholders' equity:
Common stock, value	$ 200	$ 200

v3.24.4

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Nov. 30, 2024	Aug. 31, 2024
Current assets:
Accounts receivable, allowance for credit loss	$ 2,376	$ 1,918
Property, plant and equipment, accumulated depreciation	990,432	970,237
Intangibles, accumulated amortization	$ 19,152	$ 17,552
Radius Recycling, Inc. ("Radius") shareholders' equity:
Preferred stock, par value (in dollars per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Class A Common Stock
Radius Recycling, Inc. ("Radius") shareholders' equity:
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	27,955,000	27,839,000
Common stock, shares outstanding	27,955,000	27,839,000
Class B Common Stock
Radius Recycling, Inc. ("Radius") shareholders' equity:
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	200,000	200,000
Common stock, shares outstanding	200,000	200,000

v3.24.4

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
Income Statement [Abstract]
Revenues	$ 656,537	$ 672,897
Operating expense:
Cost of goods sold	623,132	633,420
Selling, general and administrative	56,684	63,102
(Income) from joint ventures	(448)	(673)
Asset impairment charges	184
Restructuring charges and other exit-related activities	1,897	35
Operating income (loss)	(24,912)	(22,987)
Interest expense	(8,862)	(4,810)
Other income (expense), net	636	(170)
Income (loss) from continuing operations before income taxes	(33,138)	(27,967)
Income tax (expense) benefit	(3,791)	10,170
Income (loss) from continuing operations	(36,929)	(17,797)
Income (loss) from discontinued operations, net of tax		(2)
Net income (loss)	(36,929)	(17,799)
Net (income) loss attributable to noncontrolling interests	(244)	(165)
Net income (loss) attributable to Radius shareholders	$ (37,173)	$ (17,964)
Net income (loss) per share attributable to Radius shareholders Basic:
Income (loss) per share from continuing operations	$ (1.3)	$ (0.64)
Income (loss) loss per share	(1.3)	(0.64)
Net income (loss) per share attributable to Radius shareholders Diluted:
Income (loss) per share from continuing operations	(1.3)	(0.64)
Income (loss) per share	$ (1.3)	$ (0.64)
Weighted average number of common shares:
Basic	28,573	28,219
Diluted	28,573	28,219

v3.24.4

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (36,929)	$ (17,799)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(2,109)	(499)
Cash flow hedges, net	712	(107)
Pension obligations, net	(135)	187
Total other comprehensive income (loss), net of tax	(1,532)	(419)
Comprehensive income (loss)	(38,461)	(18,218)
Less comprehensive (income) loss attributable to noncontrolling interests	(244)	(165)
Comprehensive income (loss) attributable to Radius shareholders	$ (38,705)	$ (18,383)

v3.24.4

Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Total Radius Shareholders' Equity	Noncontrolling Interests
Beginning balance at Aug. 31, 2023	$ 911,659			$ 27,312	$ 200	$ 26,035	$ 894,316	$ (39,683)	$ 908,180	$ 3,479
Beginning balance (in shares) at Aug. 31, 2023				27,312	200
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(17,799)						(17,964)		(17,964)	165
Other comprehensive income (loss), net of tax	(419)							(419)	(419)
Distributions to noncontrolling interests	(362)									(362)
Issuance of restricted stock				$ 562		(562)
Issuance of restricted stock (in shares)				562
Restricted stock withheld for taxes	(4,802)			$ (211)		(4,591)			(4,802)
Restricted stock withheld for taxes (in shares)				(211)
Share-based compensation cost	1,376					1,376			1,376
Dividends	(5,377)						(5,377)		(5,377)
Ending balance at Nov. 30, 2023	884,276			$ 27,663	$ 200	22,258	870,975	(40,102)	880,994	3,282
Ending balance (in shares) at Nov. 30, 2023				27,663	200
Beginning balance at Aug. 31, 2024	625,740			$ 27,839	$ 200	28,828	606,417	(40,172)	623,112	2,628
Beginning balance (in shares) at Aug. 31, 2024		27,839	200	27,839	200
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(36,929)						(37,173)		(37,173)	244
Other comprehensive income (loss), net of tax	(1,532)							(1,532)	(1,532)
Distributions to noncontrolling interests	(395)									(395)
Issuance of restricted stock				$ 174		(174)
Issuance of restricted stock (in shares)				174
Restricted stock withheld for taxes	(949)			$ (58)		(891)			(949)
Restricted stock withheld for taxes (in shares)				(58)
Share-based compensation cost	2,446					2,446			2,446
Dividends	(5,474)						(5,474)		(5,474)
Ending balance at Nov. 30, 2024	$ 582,907			$ 27,955	$ 200	$ 30,209	$ 563,770	$ (41,704)	$ 580,430	$ 2,477
Ending balance (in shares) at Nov. 30, 2024		27,955	200	27,955	200

v3.24.4

Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares	3 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
Statement of Stockholders' Equity [Abstract]
Dividends per common share	$ 0.1875	$ 0.1875

v3.24.4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
Cash flows from operating activities:
Net income (loss)	$ (36,929)	$ (17,799)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Asset impairment charges	184	219
Depreciation and amortization	24,034	23,471
Inventory write-downs	92
Deferred income taxes	3,305	(10,834)
Undistributed equity in earnings of joint ventures	(448)	(673)
Share-based compensation expense	2,446	1,376
(Gain) loss on disposal of assets, net	289	(418)
Other (gain) loss, net	2	356
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	40,987	15,847
Inventories	(8,880)	293
Income taxes	550	405
Prepaid expenses and other current assets	(3,918)	(2,771)
Other long-term assets	(2,063)	(1,184)
Operating lease assets and liabilities	245	(65)
Accounts payable	(18,121)	353
Accrued payroll and related liabilities	(3,813)	(8,163)
Other accrued liabilities	(615)	(683)
Environmental liabilities	76	(2,523)
Other long-term liabilities	672	494
Distributed equity in earnings of joint ventures		1,000
Net cash provided by (used in) operating activities	(1,905)	(1,299)
Cash flows from investing activities:
Capital expenditures	(12,058)	(24,808)
Proceeds from insurance and sale of assets	279	609
Net cash used in investing activities	(11,779)	(24,199)
Cash flows from financing activities:
Borrowings from long-term debt	197,557	135,099
Repayment of long-term debt	(166,707)	(100,568)
Payment of debt issuance costs	(564)
Taxes paid related to net share settlement of share-based payment awards	(949)	(4,802)
Distributions to noncontrolling interests	(395)	(362)
Dividends paid	(5,588)	(5,551)
Net cash provided by (used in) financing activities	23,354	23,816
Effect of exchange rate changes on cash	1	58
Net cash provided by (used in) financing activities	9,671	(1,624)
Cash and cash equivalents as of beginning of period	5,552	6,032
Cash and cash equivalents as of end of period	15,223	4,408
Cash paid (received) during the period for:
Interest	7,143	4,428
Income taxes, net	(46)	235
Schedule of noncash investing and financing transactions:
Purchases of property, plant and equipment included in liabilities	$ 5,192	$ 7,120

v3.24.4

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (37,173)	$ (17,964)

v3.24.4

Insider Trading Arrangements	3 Months Ended
	Nov. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b51 Arr Modified Flag	false
Non Rule 10b51 Arr Modified Flag	false

v3.24.4

Summary of Significant Accounting Policies	3 Months Ended
	Nov. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 1 - Summary of Significant Accounting Policies Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements of Radius Recycling, Inc. and its majority-owned and wholly-owned subsidiaries (the “Company”) have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q, including Article 10 of Regulation S-X. The accompanying Unaudited Condensed Consolidated Financial Statements are presented in U.S. Dollars. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. Certain prior year amounts have been reclassified to conform with current year presentation. In the opinion of management, all normal, recurring adjustments considered necessary for a fair statement have been included. Management suggests that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024. The results for the three months ended November 30, 2024 and November 30, 2023 are not necessarily indicative of the results of operations for the entire fiscal year. Segment Reporting The Company acquires and recycles ferrous and nonferrous scrap metal for sale to foreign and domestic metal producers, processors, and brokers, and it procures salvaged vehicles and sells serviceable used auto parts from these vehicles through a network of self-service auto parts stores. Most of these auto parts stores supply the Company’s shredding facilities with auto bodies that are processed into saleable recycled metal products. In addition to the sale of recycled metal products processed at its facilities, the Company provides a variety of recycling and related services. The Company also produces a range of finished steel long products at its electric arc furnace (“EAF”) steel mill using recycled ferrous metal sourced internally from its recycling and joint venture operations and other raw materials. The accounting standards for reporting information about operating segments define an operating segment as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses for which discrete financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company’s internal organizational and reporting structure reflects a functionally based, integrated model and includes a single operating and reportable segment. Cash and Cash Equivalents Cash and cash equivalents include short-term securities that are not restricted by third parties and have an original maturity date of 90 days or less. Included in accounts payable are book overdrafts representing outstanding payments in excess of funds on deposit of $49 million and $59 million as of November 30, 2024 and August 31, 2024, respectively. Accounts Receivable, net Accounts receivable represent amounts primarily due from customers on product and other sales. These accounts receivable, which are reduced by an allowance for credit losses, are recorded at the invoiced amount and do not bear interest. The Company extends credit to customers under contracts containing customary and explicit payment terms, and payment is generally required within 30 to 60 days of shipment. Nonferrous export sales typically require a deposit prior to shipment. Historically, almost all of the Company’s ferrous export sales have been made with letters of credit. Ferrous and nonferrous metal sales to domestic customers and finished steel sales are generally made on open account, and a portion of these sales are covered by credit insurance. The Company evaluates the collectibility of its accounts receivable based on a combination of factors, including whether sales were made pursuant to letters of credit or required deposits prior to shipment, the aging of customer receivable balances, the financial condition of the Company’s customers, historical collection rates, and economic trends. Management uses this evaluation to estimate the amount of customer receivables that may not be collected in the future and records a provision for expected credit losses. Accounts are written off when all efforts to collect have been exhausted. Also included in accounts receivable are short-term advances to scrap metal suppliers used as a mechanism to acquire unprocessed scrap metal. The advances are generally repaid with scrap metal, as opposed to cash. Repayments of advances with scrap metal are treated as noncash operating activities in the Unaudited Condensed Consolidated Statements of Cash Flows and totaled $4 million and $3 million for the three months ended November 30, 2024 and November 30, 2023, respectively. Prepaid Expenses The Company’s prepaid expenses, reported within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets, totaled $24 million and $22 million as of November 30, 2024 and August 31, 2024, respectively, and consisted primarily of deposits on capital projects and prepaid services, insurance, and property taxes. Other Assets The Company’s other assets, exclusive of prepaid expenses and assets relating to certain employee benefit plans, consisted primarily of receivables from insurers, advances to a supplier of metals recycling equipment, short-term certificates of deposit, capitalized implementation costs for cloud computing arrangements, major spare parts and equipment, assets held for sale, equity investments, debt issuance costs, and notes and other contractual receivables. Other assets are reported within either prepaid expenses and other current assets or other assets in the Unaudited Condensed Consolidated Balance Sheets based on their expected use either during or beyond the current operating cycle of one year from the reporting date. Receivables from insurers represent the portion of insured losses expected to be recovered from the Company’s insurers under various insurance policies or from a Qualified Settlement Fund holding settlement amounts deposited by certain insurers of claims against the Company related to the Portland Harbor Superfund site. The receivables are recorded at an amount not to exceed the recorded loss and only if the terms of legally enforceable insurance contracts support that the insurance recovery will not be disputed and is deemed collectible, or if recovery of the loss by the Company from a Qualified Settlement Fund is probable. Receivables from insurers as of each reporting date relate to environmental claims, workers’ compensation claims, and third-party claims. As of November 30, 2024, receivables from insurers totaled $16 million, including $14 million relating to environmental claims. As of August 31, 2024, receivables from insurers totaled $15 million, including $13 million relating to environmental claims. See “Accounting for Impacts of Involuntary Events” below in this Note for further discussion of receivables and advance payments from insurers relating to property damage and business interruption claims. Other assets as of November 30, 2024 and August 31, 2024 included $20 million and $18 million, respectively, representing advances to a supplier of metals recycling equipment. Other assets as of November 30, 2024 and August 31, 2024 included $6 million related to funding remediation costs of a legacy environmental matter held in short-term certificates of deposit and is reported within prepaid expenses and other current assets. Other assets as of November 30, 2024 and August 31, 2024 also included $6 million and $7 million, respectively, of capitalized cloud computing arrangement implementation costs. Amortization of capitalized implementation costs is recorded on a straight-line basis over the term of the cloud computing arrangement, which is the non-cancellable period of the agreement, together with periods covered by renewal options which the Company is reasonably certain to exercise. This amortization expense is reported within operating expense, separately from depreciation and amortization expense for property, plant, and equipment and intangible assets as reported on the Unaudited Condensed Consolidated Statements of Cash Flows. Accounting for Impacts of Involuntary Events Assets destroyed or damaged as a result of involuntary events are written off or reduced in carrying value to their salvage value. When recovery of all or a portion of the amount of property damage loss or other covered expenses through insurance proceeds is demonstrated to be probable, a receivable is recorded and offsets the loss or expense up to the amount of the total loss or expense. No gain is recorded until all contingencies related to the insurance claim have been resolved. On December 8, 2021, the Company experienced a fire at its metals recycling facility in Everett, Massachusetts. Direct physical loss or damage to property from the incident was limited to the facility’s shredder building and equipment, with no bodily injuries and no physical loss or damage to property reported at other buildings or equipment. The repair and replacement of most property that experienced physical loss or damage, primarily buildings and improvements, was substantially completed by the end of fiscal 2023. The Company filed insurance claims for the property that experienced physical loss or damage and business income losses resulting from the matter. During the first quarter of fiscal 2024, the Company recognized a $4 million insurance receivable and related insurance recovery gain, reported within cost of goods sold on the Unaudited Condensed Consolidated Statements of Operations. In fiscal 2024, the Company reached a full and final settlement with its insurers for its claims, and all insurance proceeds and recovery gains in connection with the Company’s claims had been received and recognized, respectively, as of August 31, 2024. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable, and derivative financial instruments. The majority of cash and cash equivalents is maintained with major financial institutions. Balances with these and certain other institutions exceeded the Federal Deposit Insurance Corporation insured amount of $250 thousand as of November 30, 2024. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically diverse customers make up the Company’s customer base. The Company controls credit risk through credit approvals, credit limits, credit insurance, letters of credit or other collateral, cash deposits, and monitoring procedures. The Company is exposed to a residual credit risk with respect to open letters of credit by virtue of the possibility of the failure of a bank providing a letter of credit. The counterparties to the Company’s derivative financial instruments are major financial institutions. Recent Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses, requiring additional disclosure of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The provisions in ASU 2024-03 are effective for the Company’s fiscal 2028, and interim periods within the Company’s fiscal 2029 and are applied prospectively. Early adoption and retrospective application of the new standard are permitted. As the provisions only apply to disclosures, the Company does not expect adoption to have a material impact on its consolidated financial statements.

v3.24.4

Inventories	3 Months Ended
	Nov. 30, 2024
Inventory, Net [Abstract]
Inventories	Note 2 - Inventories Inventories consisted of the following (in thousands):     November 30, 2024     August 31, 2024   Processed and unprocessed scrap metal   $ 153,843     $ 137,013   Semi-finished goods     16,070       14,846   Finished goods     65,539       72,225   Supplies     70,908       69,848   Inventories   $ 306,360     $ 293,932

v3.24.4

Goodwill	3 Months Ended
	Nov. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Note 3 - Goodwill As of each of November 30, 2024 and August 31, 2024, the balance of the Company’s goodwill was $13 million, all of which was allocated to one reporting unit, a recycling services operation. The Company evaluates goodwill for impairment annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. There were no triggering events identified during the first three months of fiscal 2025 requiring an interim goodwill impairment test, and the Company did not record a goodwill impairment charge in any of the periods presented.

v3.24.4

Commitments and Contingencies	3 Months Ended
	Nov. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 4 - Commitments and Contingencies Contingencies - Environmental The Company evaluates the adequacy of its environmental liabilities on a quarterly basis. Adjustments to the liabilities are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues or expenditures are made for which liabilities were established. Changes in the Company’s environmental liabilities for the three months ended November 30, 2024 were as follows (in thousands):   Balance as of September 1, 2024     Liabilities Established (Released), Net     Payments and Other     Balance as of November 30, 2024     Short-Term     Long-Term   $ 65,649     $ 569     $ (599 )   $ 65,619     $ 13,305     $ 52,314     As of each of November 30, 2024 and August 31, 2024, the Company had environmental liabilities of $66 million for the potential remediation of locations where it has conducted business or has environmental liabilities from historical or recent activities. These liabilities relate to the investigation and potential remediation of waterways and soil and groundwater contamination and may also involve natural resource damages, governmental fines and penalties, and claims by third parties for personal injury and property damage. Except for Portland Harbor and certain liabilities discussed under “Other Legacy Environmental Loss Contingencies” below, such liabilities were not individually material at any site. Portland Harbor In December 2000, the Company was notified by the United States Environmental Protection Agency (“EPA”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) that it is one of the potentially responsible parties (“PRPs”) that own or operate or formerly owned or operated sites which are part of or adjacent to the Portland Harbor Superfund site (“Portland Harbor”). The precise nature and extent of cleanup of any specific areas within Portland Harbor, the parties to be involved, the timing of any specific remedial action and the allocation of the costs for any cleanup among responsible parties have not yet been determined. The process of site investigation, remedy selection, identification of additional PRPs, and allocation of costs has been underway for a number of years, but significant uncertainties remain. It is unclear to what extent the Company will be liable for environmental costs or third-party contribution or damage claims with respect to Portland Harbor. From 2000 to 2017, the EPA oversaw a remedial investigation/feasibility study (“RI/FS”) at Portland Harbor. The Company was not among the parties that performed the RI/FS, but it contributed to the costs through an interim settlement with the performing parties. The performing parties have indicated that they incurred more than $155 million in that effort. In January 2017, the EPA issued a Record of Decision (“ROD”) that identified the selected remedy for Portland Harbor. The EPA has estimated the total cost of the selected remedy at $1.7 billion with a then net present value cost of $1.05 billion (at a 7% discount rate) and an estimated construction period of 13 years following completion of the remedial designs. In the ROD, the EPA stated that the cost estimate is an order-of-magnitude engineering estimate that is expected to be within +50% to -30% of the actual project cost and that changes in the cost elements are likely to occur as a result of new information and data collected during the engineering design. Accordingly, the final cost may differ materially from that set forth in the ROD. The Company has identified a number of concerns regarding the remedy described in the ROD, which is based on data that is more than 15 years old, and the EPA’s estimates for the costs and time required to implement the selected remedy. Moreover, the ROD provided only Portland Harbor site-wide cost estimates and did not provide sufficient detail to estimate costs for specific sediment management areas within Portland Harbor. In addition, the ROD did not determine or allocate the responsibility for remediation costs among the PRPs. In the ROD, the EPA acknowledged that much of the data was more than a decade old at that time and would need to be updated with a new round of “baseline” sampling to be conducted prior to the remedial design phase. The remedial design phase is an engineering phase during which additional technical information and data are collected, identified, and incorporated into technical drawings and specifications developed for the subsequent remedial action. Following issuance of the ROD, the EPA proposed that the PRPs, or a subgroup of PRPs, perform the additional investigative work in advance of remedial design. In December 2017, the Company and three other PRPs entered into an Administrative Settlement Agreement and Order on Consent with the EPA to perform such pre-remedial design investigation and baseline sampling over a two-year period. The report analyzing the results concluded that Portland Harbor conditions have improved substantially since the data forming the basis of the ROD was collected. The EPA found with a few limited corrections that the new baseline data is of suitable quality and stated that such data will be used, in addition to existing and forthcoming design-level data, to inform implementation of the ROD. However, the EPA did not agree that the data or the analysis warranted a change to the remedy at this time and reaffirmed its commitment to proceed with remedial design. The Company and other PRPs disagree with the EPA’s position on use of the more recent data and will continue to pursue limited, but critical, changes to the selected remedy for Portland Harbor during the remedial design phase. The EPA encouraged PRPs to step forward (individually or in groups) to enter into consent agreements to perform remedial design in various project areas covering Portland Harbor. While certain PRPs executed consent agreements for remedial design work, because of the EPA’s refusal to date to modify the remedy to reflect the most current data on Portland Harbor conditions and because of concerns with the terms of the consent agreement, the Company elected not to enter into a consent agreement. In April 2020, the EPA issued a unilateral administrative order (“UAO”) to the Company and MMGL, LLC (“MMGL”), an unaffiliated company, for the remedial design work in a portion of Portland Harbor designated as the River Mile 3.5 East Project Area. As required by the UAO, the Company notified the EPA of its intent to comply while reserving all of its sufficient cause defenses. Failure to comply with a UAO, without sufficient cause, could subject the Company to significant penalties or treble damages. Pursuant to the optimized remedial design timeline set forth in the UAO, the EPA’s expected schedule for completion of the remedial design work was four years. At the time it issued the UAO in April 2020, the EPA estimated the cost of the work at approximately $4 million. The Company has agreed with the other respondent to the UAO, MMGL, that the Company will lead the performance and be responsible for a portion of the costs of the work for remedial design under the UAO and also entered into an agreement with another PRP pursuant to which such other PRP has agreed to fund a portion of the costs of such work. These agreements are not an allocation of liability or claims associated with Portland Harbor as between the respondents or with respect to any third party. The Company has insurance policies and Qualified Settlement Funds (“QSFs”) pursuant to which the Company is being reimbursed for the costs it has incurred for remedial design. See further discussion of the QSFs below in this Note. As of both November 30, 2024 and August 31, 2024, the Company had insurance and other receivables in the same amount as the environmental reserves for such remedial design work under the UAO. See “Other Assets” in Note 1 - Summary of Significant Accounting Policies for further discussion of insurance and other related receivables. The Company also expects to pursue in the future allocation or contribution from other PRPs for a portion of such remedial design costs. In February 2021, the EPA announced that 100 percent of Portland Harbor’s areas requiring active cleanup are in the remedial design phase of the process. Except for certain early action projects in which the Company is not involved, remediation activities at Portland Harbor are not expected to commence for a number of years. Moreover, those activities are expected to be sequenced, and the order and timing of such sequencing has not been determined. In addition, as noted above, the ROD does not determine the allocation of costs among PRPs. The Company has joined with approximately 100 other PRPs, including the RI/FS performing parties, in a voluntary process to establish an allocation of costs at Portland Harbor, including the costs incurred in the RI/FS, ongoing remedial design costs, and future remedial action costs. The Company expects the next major stage of the allocation process to proceed in parallel with the remedial design process. In November 2024, the EPA issued a Special Notice Letter under Section 122(e) of CERCLA to the Company and certain other parties requesting a proposal to undertake remedial action at Portland Harbor. Negotiations with the EPA are expected to continue as remedial design work progresses. The Company’s environmental liabilities as of each of November 30, 2024 and August 31, 2024 included $5 million relating to the Portland Harbor matters described above. In addition to the remedial action process overseen by the EPA, the Portland Harbor Natural Resource Trustee Council (“Trustee Council”) is assessing natural resource damages at Portland Harbor. In 2008, the Trustee Council invited the Company and other PRPs to participate in funding and implementing the Natural Resource Injury Assessment for Portland Harbor. The Company and other participating PRPs ultimately agreed to fund the first two phases of the three-phase assessment, which included the development of the Natural Resource Damage Assessment Plan (“AP”) and implementation of the AP to develop information sufficient to facilitate early settlements between the Trustee Council and Phase 2 participants and the identification of restoration projects to be funded by the settlements. In late May 2018, the Trustee Council published notice of its intent to proceed with Phase 3, which will involve the full implementation of the AP and the final injury and damage determination. The Company is proceeding with the process established by the Trustee Council regarding early settlements under Phase 2. The Company has established an environmental reserve of approximately $2 million for this alleged natural resource damages liability as it continues to work with the Trustee Council to finalize an early settlement. As of each of November 30, 2024 and August 31, 2024, the Company had a receivable in the same amount as the environmental reserve. See “Other Assets” in Note 1 - Summary of Significant Accounting Policies for further discussion of insurance and other related receivables. On January 30, 2017, one of the Trustees, the Confederated Tribes and Bands of the Yakama Nation, which withdrew from the council in 2009, filed a suit against approximately 30 parties, including the Company, seeking reimbursement of certain past and future response costs in connection with remedial action at Portland Harbor and recovery of assessment costs related to natural resources damages from releases at and from Portland Harbor to the Multnomah Channel and the Lower Columbia River. The parties filed various motions to dismiss or stay this suit, and in August 2019, the court issued an order denying the motions to dismiss and staying the action. The Company intends to defend against the claims in this suit and does not have sufficient information to determine the likelihood of a loss in this matter or to estimate the amount of damages being sought or the amount of such damages that could be allocated to the Company. Because the final remedial actions have not yet been designed and there has not been a determination of the allocation among the PRPs of costs of the investigations or remedial action costs, the Company believes it is not possible to reasonably estimate the amount or range of costs which it is likely to or which it is reasonably possible that it will incur in connection with Portland Harbor, although such costs could be material to the Company’s financial position, results of operations, cash flows, and liquidity. Among the facts being evaluated are detailed information on the history of ownership of and the nature of the uses of and activities and operations performed on each property within Portland Harbor, which are factors that will play a substantial role in determining the allocation of investigation and remedy costs among the PRPs. The Company has insurance policies that it believes will provide reimbursement for costs it incurs for defense, remediation, and mitigation for or settlement of natural resource damages claims in connection with Portland Harbor although there are no assurances that those policies will cover all the costs which the Company may incur. Most of these policies jointly insure the Company and MMGL, as the successor to a former subsidiary of the Company. The Company and MMGL have negotiated settlements with certain insurers of claims against them related to Portland Harbor, continue to seek settlements with other insurers, and formed two QSFs which became operative in fiscal 2020 and the second quarter of fiscal 2023, respectively, to hold such settlement amounts until funds are needed to pay or reimburse costs incurred by the Company and MMGL in connection with Portland Harbor. These insurance policies and the funds in the QSFs may not cover all of the costs which the Company may incur. Each QSF is an unconsolidated variable interest entity (“VIE”) with no primary beneficiary. Two managers unrelated to each other, one appointed by the Company and one appointed by MMGL, share equally the power to direct the activities of each VIE that most significantly impact its economic performance. The Company’s appointee to co-manage each VIE is an executive officer of the Company. Neither MMGL nor its appointee to co-manage each VIE is a related party of the Company for the purpose of the primary beneficiary assessment or otherwise. The Oregon Department of Environmental Quality is separately providing oversight of investigations and source control activities by the Company at various sites adjacent to Portland Harbor that are focused on controlling any current “uplands” releases of contaminants into the Willamette River. The Company has accrued liabilities for source control and related work at two sites, reflecting estimated costs of primarily investigation and design, which costs have not been material in the aggregate to date. No liabilities have been established in connection with investigations for any other sites because the extent of contamination, required source control work, and the Company’s responsibility for the contamination and source control work, in each case if any, have not yet been determined. The Company believes that, pursuant to its insurance policies and agreements with other third parties, it will be reimbursed for the costs it incurs for required source control evaluation and remediation work; however, the Company’s insurance policies and agreements with other third parties may not cover all the costs which the Company incurs. As of both November 30, 2024 and August 31, 2024, the Company had an insurance receivable in the same amount as the environmental reserve for such source control work. Other Legacy Environmental Loss Contingencies The Company’s environmental loss contingencies as of November 30, 2024 and August 31, 2024, other than Portland Harbor, include actual or possible investigation and remediation costs from historical contamination at sites currently or formerly owned or formerly operated by the Company or at other sites where the Company may have responsibility for such costs due to past disposal or other activities (“legacy environmental loss contingencies”). These legacy environmental loss contingencies relate to the potential remediation of waterways and soil and groundwater contamination and may also involve natural resource damages, governmental fines and penalties, and claims by third parties for personal injury and property damage. The Company has been notified that it is or may be a potentially responsible party at certain of these sites, and investigation and remediation activities are ongoing or may be required in the future. The Company recognizes a liability for such matters when the loss is probable and can be reasonably estimated. When investigation, allocation, and remediation activities are ongoing or where the Company has not yet been identified as having responsibility or the contamination has not yet been identified, it is reasonably possible that the Company may need to recognize additional liabilities in connection with such sites but the Company cannot currently reasonably estimate the possible loss or range of loss absent additional information or developments. Such additional liabilities, individually or in the aggregate, may have a material adverse effect on the Company’s results of operations, financial condition, or cash flows. In fiscal 2018, the Company accrued $4 million for the estimated costs related to remediation of shredder residue disposed of in or around the 1970s at third-party sites located near each other. Investigation activities have been conducted under oversight of the applicable state regulatory agency. As of both November 30, 2024 and August 31, 2024, the Company had $5 million accrued for this matter. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such losses are probable and can be reasonably estimated. The Company previously estimated a range of reasonably possible losses related to this matter in excess of current accruals at between zero and $28 million based on a range of remedial alternatives and subject to development and approval by regulators of specific remedy implementation plans. However, subsequent to the development of those remedial alternatives, the Company performed additional investigative activities under new state requirements that are likely to impact the required remedial actions and associated cost estimates, but the scope of such impacts and the amount or the range of the additional associated costs are not reasonably estimable at this time and are subject to further investigation, analysis, and discussion by the Company and regulators. The Company is investigating whether a portion or all of the current and future losses related to this matter, if incurred, are covered by existing insurance coverage or may be offset by contributions from other responsible parties. In addition, the Company’s loss contingencies as of November 30, 2024 and August 31, 2024 included $1 million and $2 million, respectively, for the estimated costs related to environmental matters in connection with a closed facility owned and previously operated by an indirect, wholly-owned subsidiary, including monitoring and remediation of soil and groundwater conditions and funding for wellhead treatment facilities. Investigation and remediation activities have been conducted under the oversight of the applicable state regulatory agency and are on-going, and the Company’s subsidiary has also been working with state and local officials with respect to the protection of public and private water supplies. As part of its activities relating to the protection of public water supplies, the Company’s subsidiary agreed to reimburse the municipality for certain studies and plans and to provide funding for the construction and operation by the municipality of wellhead treatment facilities. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such additional losses are probable and can be reasonably estimated. However, the Company cannot reasonably estimate at this time the possible additional loss or range of possible additional losses associated with this matter pending the on-going implementation of the approved remediation plans for soil and groundwater conditions and completion and operation of the wellhead treatment facilities. In addition, the Company’s loss contingencies as of each of November 30, 2024 and August 31, 2024 included $10 million for the estimated costs related to remediation of a site a portion of which was previously leased to and operated by an indirect, wholly-owned subsidiary. In connection with settlement of a lawsuit relating to allocation of the remediation costs, the Company’s subsidiary agreed to perform the remedial action related to metals contamination on the site initially estimated to cost approximately $7.9 million, and another potentially liable party agreed to perform the remedial action related to creosote contamination at the site. As part of the settlement, other potentially liable parties agreed to make payments totaling approximately $7.6 million to fund the remediation of the metals contamination at the site in exchange for a release and indemnity. This amount was fully funded in fiscal 2021. In the fourth quarter of fiscal 2023, the Company increased its estimate of the cost to perform the remedial action by approximately $3 million. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such additional losses are probable and can be reasonably estimated. The Company estimates the reasonably possible additional losses associated with this matter to range from zero to $10 million as of November 30, 2024, pending completion, approval, and implementation of the remediation action plan. Summary - Environmental Contingencies With respect to environmental contingencies other than the Portland Harbor Superfund site and the Other Legacy Environmental Loss Contingencies, which are discussed separately above, management currently believes that adequate provision has been made for the potential impact of its environmental contingencies. Historically, the amounts the Company has ultimately paid for such remediation activities have not been material in any given period, but there can be no assurance that such amounts paid will not be material in the future. Contingencies – Other On May 6, 2022, The Athletics Investment Group LLC (“A’s”) filed an action in the Superior Court of the State of California, County of Alameda against the Bay Area Air Quality Management District (“BAAQMD”) as Respondent and the Company as Real Party in Interest (the “BAAQMD Case”) alleging that the BAAQMD has failed to properly regulate the Company’s Oakland shredder facility under the federal and California Clean Air Acts and seeking an order requiring the BAAQMD to revoke the Company’s Permit to Operate for the Oakland facility. On June 3, 2022, the BAAQMD removed this action to the United States District Court, Northern District of California where the A’s had previously filed an action against the Company on July 7, 2021 raising substantially similar issues under the federal Clean Air Act’s citizen suit provision alleging violations by the Oakland facility of the federal Clean Air Act and permit conditions and seeking declaratory and injunctive relief (the “CAA Case”). The A’s recently disclosed that they were also seeking up to approximately $183 million in fines in the CAA Case, which claims the Company denies. The Company has vigorously defended and will continue to defend against the claims asserted in the CAA Case, which went to trial on November 12, 2024, with post-trial briefing due in February 2025. The BAAQMD Case was remanded back to Alameda Superior Court on October 7, 2022, and discovery is proceeding. On June 28, 2024, the Alameda County Criminal Grand Jury returned an indictment against the Company and two operations employees alleging felony and misdemeanor environmental regulatory violations for mishandling hazardous waste, including destruction of evidence, arising from the August 2023 scrap metal fire at the Company’s Oakland, CA facility and the Company’s subsequent shredding of the burned material. The Company disputes the allegations and intends to vigorously defend itself in connection with these allegations. On December 5, 2024, the Company and the individual defendants filed their joint demurrer to the indictment. The Company does not anticipate that the ultimate outcome of this matter will have a material adverse effect on its results of operations, financial condition, or cash flows. In addition to legal proceedings relating to the contingencies described above, the Company is a party to various legal proceedings arising in the normal course of business. The Company recognizes a liability for such matters when the loss is probable and can be reasonably estimated. The Company does not anticipate that the liabilities arising from such legal proceedings in the normal course of business, after taking into consideration expected insurance recoveries, will have a material adverse effect on its results of operations, financial condition, or cash flows.

v3.24.4

Accumulated Other Comprehensive Income (Loss)	3 Months Ended
	Nov. 30, 2024
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Accumulated Other Comprehensive Income (Loss)	Note 5 - Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss), net of tax, comprise the following (in thousands):       Three Months Ended November 30, 2024     Three Months Ended November 30, 2023       Foreign Currency Translation Adjustments     Cash Flow Hedges, Net     Pension Obligations, Net     Total     Foreign Currency Translation Adjustments     Cash Flow Hedges, Net     Pension Obligations, Net     Total   Balances - September 1 (Beginning of period)   $ (37,678 )   $ (1,428 )   $ (1,066 )   $ (40,172 )   $ (37,340 )   $ (304 )   $ (2,039 )   $ (39,683 ) Other comprehensive income (loss) before reclassifications     (2,109 )     1,099       (210 )     (1,220 )     (499 )     197       178       (124 ) Income tax benefit (expense)     —       (248 )     47       (201 )     —       (44 )     (40 )     (84 ) Other comprehensive income (loss) before reclassifications, net of tax     (2,109 )     851       (163 )     (1,421 )     (499 )     153       138       (208 ) Amounts reclassified from accumulated other comprehensive income (loss)     —       (180 )     36       (144 )     —       (336 )     63       (273 ) Income tax (benefit) expense     —       41       (8 )     33       —       76       (14 )     62   Amounts reclassified from accumulated other comprehensive income (loss), net of tax     —       (139 )     28       (111 )     —       (260 )     49       (211 ) Net periodic other comprehensive income (loss)     (2,109 )     712       (135 )     (1,532 )     (499 )     (107 )     187       (419 ) Balances - November 30, respectively (End of period)   $ (39,787 )   $ (716 )   $ (1,201 )   $ (41,704 )   $ (37,839 )   $ (411 )   $ (1,852 )   $ (40,102 )   Reclassifications from accumulated other comprehensive loss to earnings, both individually and in the aggregate, were not material to the impacted captions in the Unaudited Condensed Consolidated Statements of Operations in all periods presented.

v3.24.4

Revenue	3 Months Ended
	Nov. 30, 2024
Revenue from Contract with Customer [Abstract]
Revenue	Note 6 - Revenue Disaggregation of Revenues The table below illustrates the Company’s revenues disaggregated by major product and sales destination (in thousands):       Three Months Ended November 30,       2024     2023   Major product information:             Ferrous revenues   $ 327,104     $ 348,897   Nonferrous revenues     182,049       169,294   Steel revenues(1)     101,851       113,531   Retail and other revenues     45,533       41,175   Total revenues   $ 656,537     $ 672,897   Revenues based on sales destination:             Foreign   $ 354,850     $ 358,021   Domestic     301,687       314,876   Total revenues   $ 656,537     $ 672,897     (1) Steel revenues include predominantly sales of finished steel products, in addition to sales of semi-finished goods (billets) and steel manufacturing scrap. Receivables from Contracts with Customers The revenue accounting standard defines a receivable as an entity’s right to consideration that is unconditional, meaning that only the passage of time is required before payment is due. As of November 30, 2024 and August 31, 2024, receivables from contracts with customers, net of an allowance for credit losses, represented substantially all of total accounts receivable reported in the Unaudited Condensed Consolidated Balance Sheets as of each reporting date. Contract Liabilities Contract consideration received from a customer prior to revenue recognition is recorded as a contract liability and is recognized as revenue when the Company satisfies the related performance obligation under the terms of the contract. The Company’s contract liabilities, which consist almost entirely of customer deposits for recycled metal and finished steel sales contracts, are reported within accounts payable in the Unaudited Condensed Consolidated Balance Sheets and totaled $8 million and $10 million as of November 30, 2024 and August 31, 2024, respectively. Unsatisfied performance obligations reflected in these contract liabilities relate to contracts with original expected durations of one year or less and, therefore, are not disclosed. The substantial majority of outstanding contract liabilities are reclassified to revenues within three months of the reporting date as a result of satisfying performance obligations.

v3.24.4

Share-Based Compensation	3 Months Ended
	Nov. 30, 2024
Share-Based Payment Arrangement, Noncash Expense [Abstract]
Share-based Compensation	Note 7 - Share-Based Compensation In the first quarter of fiscal 2025, the Compensation Committee of the Company’s Board of Directors granted 446,993 restricted stock units (“RSUs”) and 340,454 performance share awards (“PSUs”) to the Company’s key employees and officers under the Company’s 2024 Omnibus Incentive Plan (the “2024 Plan”). Of the RSUs granted in the first quarter of fiscal 2025, 334,042 RSUs have a five-year term and vest one-fifth per year commencing November 30, 2025 and each October 31 thereafter. The remaining 112,951 RSUs have a three-year term and vest one-third per year commencing November 30, 2025 and each October 31 thereafter. The aggregate fair value of all the RSUs granted was based on the market closing price of the underlying Class A common stock on the grant date and totaled $9 million. The compensation expense associated with the RSUs is recognized over the requisite service period of the awards, net of forfeitures, which for participants who were retirement eligible as of the grant date or who will become retirement eligible during the term of the awards is the longer of two years or the period ending on the date retirement eligibility is achieved. The PSUs granted in the first quarter of fiscal 2025 comprise two separate and distinct awards with different vesting conditions. Awards vest if the threshold level under the specified metric is met at the end of the approximately three-year performance period. The performance metrics are (1) the Company’s total shareholder return (“TSR”) based on the Company’s average TSR percentile rank relative to a designated peer group and (2) the Company’s volume growth. Award share payouts depend on the extent to which the performance goals have been achieved. The number of shares that a participant receives is equal to the number of performance shares granted multiplied by a payout factor, which ranges from a threshold of 50% to a maximum of 200%. The TSR award stipulates certain limitations to the payout in the event the payout reaches a defined ceiling level or the Company’s TSR is negative.   Approximately half of the PSUs granted during the first quarter of fiscal 2025 vest based on the Company’s relative TSR metric over an approximately three-year performance period ending August 31, 2027. The Company estimated the fair value of TSR awards granted in the first quarter of fiscal 2025 using a Monte-Carlo simulation model utilizing several key assumptions, including the following:       Percentage Expected share price volatility (Radius)   50.2 % Expected share price volatility (Peer group)   47.0 % Expected correlation to peer group companies   42.4 % Risk-free rate of return   4.2 % The estimated aggregate fair value of the TSR-based PSUs at the date of grant was $3 million. The compensation expense for these awards based on the grant-date fair value, net of estimated forfeitures, is recognized over the requisite service period (or to the date a qualifying employment termination event entitles the recipient to a prorated award, if before the end of the service period), regardless of whether the market condition has been or will be satisfied. Approximately half of the PSUs granted during the first quarter of fiscal 2025 vest based on the Company’s volume growth for the three-year performance period consisting of the Company’s 2025, 2026 and 2027 fiscal years. The fair value of the awards granted was based on the market closing price of the underlying Class A common stock on the grant date and totaled $3 million. The Company accrues compensation cost for the PSUs related to volume growth based on the probable outcome of achieving specified performance conditions, net of estimated forfeitures, over the requisite service period (or to the date a qualifying employment termination event entitles the recipient to a prorated award, if before the end of the service period). The Company reassesses whether achievement of the performance conditions is probable at each reporting date. If it is probable that the actual performance results will exceed the stated target performance conditions, the Company accrues additional compensation cost for the additional performance shares to be awarded. If, upon reassessment, it is no longer probable that the actual performance results will exceed the stated target performance conditions, or it is no longer probable that the target performance conditions will be achieved, the Company reverses any recognized compensation cost for shares no longer probable of being issued. If the performance conditions are not achieved at the end of the performance period, all related compensation cost previously recognized is reversed. PSUs will be paid in Class A common stock as soon as practicable after the end of the requisite service period and vesting date of October 31, 2027.

v3.24.4

Derivative Financial Instruments	3 Months Ended
	Nov. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Financial Instruments	Note 8 - Derivative Financial Instruments Interest Rate Swaps The Company is exposed to interest rate risk on its debt and may enter interest rate swap contracts to effectively manage the impact of interest rate changes on its outstanding debt, which has predominantly floating interest rates. The Company does not enter interest rate swap transactions for trading or speculative purposes. In the fourth quarter of fiscal 2023, the Company entered three pay-fixed interest rate swap transactions, each with a different major financial institution counterparty and designated as a cash flow hedge, to hedge the variability in interest cash flows associated with the Company’s variable-rate loans under its bank revolving credit facilities. The interest rate swaps involve the receipt of variable-rate amounts from the counterparty in exchange for the Company making fixed-rate payments over the life of the agreement without exchange of the underlying notional amount. These contracts mature in August 2026. As of both November 30, 2024 and August 31, 2024, the total notional amount of these interest rate swaps was $150 million. The fair values of the interest rate swaps are based upon inputs corroborated by observable market data which is considered Level 2 of the fair value hierarchy. The fair value of derivative instruments in the Unaudited Condensed Consolidated Balance Sheet as of November 30, 2024 and August 31, 2024 is as follows (in thousands):     Derivatives     Balance Sheet Location   November 30, 2024     August 31, 2024   Interest rate swap contracts Other accrued liabilities   $ 263     $ 174   Interest rate swap contracts Other long-term liabilities   $ 660     $ 1,667   See Note 5 - Accumulated Other Comprehensive Income (Loss) for tabular presentation of the effects of interest rate swap derivative cash flow hedges on other comprehensive income. All related cash flow hedge amounts reclassified from accumulated other comprehensive income (“AOCI”) were recorded in interest expense on the Unaudited Condensed Consolidated Statement of Operations for the three months ended November 30, 2024 and 2023, which reclassified amounts totaled less than $1 million for each period. Total interest expense was $9 million and $5 million, respectively, for the three months ended November 30, 2024 and 2023. There was no hedge ineffectiveness with respect to the Company’s interest rate swap cash flow hedges for the three months ended November 30, 2024 and 2023.

v3.24.4

Income Taxes	3 Months Ended
	Nov. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Note 9 - Income Taxes Effective Tax Rate The Company’s effective tax rate from continuing operations for the first quarter of fiscal 2025 was an expense on pre-tax loss of 11.4% compared to a benefit on pre-tax loss of 36.4% for the comparable prior year period. The Company’s effective tax rate from continuing operations for the first quarter of fiscal 2025 was lower than the U.S. federal statutory rate of 21% primarily due to permanent differences from non-deductible expenses, an increase in the Company’s valuation allowance against deferred tax assets and the movement of unrecognized tax benefits on intra-period allocation of the estimated annual tax provision. For the first quarter of fiscal 2024, the Company’s effective tax rate from continuing operations was higher than the U.S. federal statutory rate of 21% primarily due to the aggregate effect of the Company’s financial performance, permanent differences from non-deductible expenses, and unrecognized tax benefits on intra-period allocation of the estimated annual tax provision. Valuation Allowances The Company assesses the realizability of its deferred tax assets on a quarterly basis through an analysis of potential sources of future taxable income, including prior year taxable income available to absorb a carryback of tax losses, reversals of existing taxable temporary differences, tax planning strategies, and forecasts of taxable income. The Company considers and weighs all positive and negative evidence to determine if valuation allowances against deferred tax assets are required. The Company continues to maintain a valuation allowance against its deferred tax assets in the Company’s U.S. federal, state and foreign tax jurisdictions. The Company files federal and state income tax returns in the U.S. and foreign tax returns in Puerto Rico and Canada. For U.S. federal income tax returns, fiscal years 2021 to 2024 remain subject to examination under the statute of limitations.

v3.24.4

Net Income (Loss) Per Share	3 Months Ended
	Nov. 30, 2024
Earnings Per Share [Abstract]
Net Income (Loss) Per Share	Note 10 - Net Income (Loss) Per Share The following table sets forth the information used to compute basic and diluted net income (loss) per share attributable to Radius shareholders (in thousands):       Three Months Ended November 30,       2024     2023   Income (loss) from continuing operations   $ (36,929 )   $ (17,797 ) Net (income) loss attributable to noncontrolling interests     (244 )     (165 ) Income (loss) from continuing operations attributable to Radius shareholders   $ (37,173 )   $ (17,962 ) Income (loss) from discontinued operations, net of tax     —       (2 ) Net income (loss) attributable to Radius shareholders   $ (37,173 )   $ (17,964 ) Computation of shares:             Weighted average common shares outstanding, basic     28,573       28,219   Incremental common shares attributable to dilutive performance share awards, RSUs and DSUs     —       —   Weighted average common shares outstanding, diluted     28,573       28,219   Common stock equivalent shares of 489,587 were considered antidilutive and were excluded from the calculation of diluted net income (loss) per share for the three months ended November 30, 2024, compared to 525,287 for the three months ended November 30, 2023.

v3.24.4

Related Party Transactions	3 Months Ended
	Nov. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 11 - Related Party Transactions The Company purchases recycled metal from one of its joint venture operations at prices that approximate fair market value. These purchases totaled $4 million for both the three months ended November 30, 2024 and November 30, 2023.

v3.24.4

Debt	3 Months Ended
	Nov. 30, 2024
Debt Disclosure [Abstract]
Debt	Note 12 - Debt Debt consisted of the following as of November 30, 2024 and August 31, 2024 (in thousands):     November 30, 2024     August 31, 2024   Bank revolving credit facilities, interest primarily at SOFR or LIBOR plus a spread   $ 425,000     $ 393,612   Finance lease liabilities     8,344       9,042   Other debt obligations     12,101       12,116   Total debt     445,445       414,770   Less current maturities     (5,573 )     (5,688 ) Debt, net of current maturities   $ 439,872     $ 409,082   The Company’s senior secured revolving credit facilities provide for $800 million and C$15 million in revolving loans maturing in August 2027. The $800 million credit facility includes a $50 million sublimit for letters of credit, a $25 million sublimit for swing line loans, and a $50 million sublimit for multicurrency borrowings. On January 3, 2025, the Company and certain of its subsidiaries entered into the Fifth Amendment (the “Fifth Amendment”) to its Third Amended and Restated Credit Agreement, dated as of April 6, 2016, by and among the Company, as the U.S. Borrower, Schnitzer Steel Canada, Ltd., as the Canadian Borrower, the subsidiaries of the Company party thereto (the “Guarantors”), Bank of America N.A., as administrative agent and the other lenders party thereto (as amended prior to the Fifth Amendment, the “Existing Credit Agreement”, the Existing Credit Agreement, as amended pursuant to the Fifth Amendment, the “Amended Credit Agreement”). The Fifth Amendment makes certain modifications to the Existing Credit Agreement, including amendments that, among other things, extend for two additional fiscal quarters the replacement of the maintenance covenant previously requiring compliance with a minimum permitted fixed charge coverage ratio, as described below. The applicable interest rates under the facility are based, at the Company’s option, on either the Secured Overnight Financing Rate (“SOFR”) (or the Term Canadian Overnight Repo Rate Average “CORRA” for C$ loans), plus a spread of between 1.50% and 2.50%, with the amount of the spread based on a pricing grid tied to the Company’s ratio of consolidated net funded debt to EBITDA (as defined by the credit agreement), or the greater of (a) the prime rate, (b) the federal funds rate plus 0.50% or (c) the daily rate equal to Term SOFR plus 1.00%, in each case, plus a spread of between 0.50% and 1.50% based on a pricing grid tied to the Company’s consolidated net funded debt to EBITDA ratio. In addition, commitment fees are payable on the unused portion of the credit facilities at rates between 0.175% and 0.350% based on a pricing grid tied to the Company’s ratio of consolidated net funded debt to EBITDA. As of November 30, 2024 and August 31, 2024, borrowings outstanding under the credit facilities were $425 million and $394 million, respectively. The weighted average interest rate on amounts outstanding under the credit facilities was 7.2% and 8.0% as of November 30, 2024 and August 31, 2024, respectively. The credit agreement contains various representations and warranties, events of default, and financial and other customary covenants which limit (subject to certain exceptions) the Company’s ability to, among other things, incur or suffer to exist certain liens, make investments, incur or guaranty additional indebtedness, enter into consolidations, mergers, acquisitions, and sales of assets, make distributions and other restricted payments, change the nature of the business, engage in transactions with affiliates, and enter into restrictive agreements, including agreements that restrict the ability of the subsidiaries to make distributions. The financial covenants under the Amended Credit Agreement include (a) a consolidated fixed charge coverage ratio of no less than 1.50 to 1.00, defined as the four-quarter rolling sum of consolidated EBITDA less defined maintenance capital expenditures and certain environmental expenditures divided by consolidated fixed charges which, for the fiscal quarters ending May 31, 2024 through August 31, 2025, has been temporarily replaced with (i) a minimum consolidated interest coverage ratio of 2.00 to 1.00 for the fiscal quarter ending May 31, 2024, and 1.25 to 1.00 for each of the fiscal quarters ending February 28, 2025 through August 31, 2025, and (ii) a minimum consolidated asset coverage ratio of no less than 1.00 to 1.00 for each of the fiscal quarters ending May 31, 2024 through August 31, 2025, and (b) a consolidated leverage ratio of no more than 0.55 to 1.00, defined as consolidated funded indebtedness divided by the sum of consolidated net worth and consolidated funded indebtedness. The Company’s obligations under the credit agreement are guaranteed by substantially all of its subsidiaries. The credit facilities and the related guarantees are secured by senior first priority liens on certain of the Company’s and its subsidiaries’ assets, including equipment, inventory, accounts receivable and most other personal property and equity interests held by the Company and the Guarantors in their respective subsidiaries. As of November 30, 2024, the Company was in compliance with the applicable financial covenants under the Amended Credit Agreement. While the Company expects to remain in compliance with the financial covenants under the credit agreement, the Company may not be able to do so in the event market conditions do not improve, or other factors have a significant adverse impact on its results of operations and financial position. If the Company does not maintain compliance with its financial covenants and is unable to obtain an amendment or waiver from its lenders, a breach of a financial covenant would constitute an event of default and allow the lenders to exercise remedies under the agreements, the most severe of which is the termination of the credit facility under the Amended Credit Agreement and acceleration of the amounts owed under the agreement.

v3.24.4

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Nov. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements of Radius Recycling, Inc. and its majority-owned and wholly-owned subsidiaries (the “Company”) have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q, including Article 10 of Regulation S-X. The accompanying Unaudited Condensed Consolidated Financial Statements are presented in U.S. Dollars. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. Certain prior year amounts have been reclassified to conform with current year presentation. In the opinion of management, all normal, recurring adjustments considered necessary for a fair statement have been included. Management suggests that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024. The results for the three months ended November 30, 2024 and November 30, 2023 are not necessarily indicative of the results of operations for the entire fiscal year.
Segment Reporting	Segment Reporting The Company acquires and recycles ferrous and nonferrous scrap metal for sale to foreign and domestic metal producers, processors, and brokers, and it procures salvaged vehicles and sells serviceable used auto parts from these vehicles through a network of self-service auto parts stores. Most of these auto parts stores supply the Company’s shredding facilities with auto bodies that are processed into saleable recycled metal products. In addition to the sale of recycled metal products processed at its facilities, the Company provides a variety of recycling and related services. The Company also produces a range of finished steel long products at its electric arc furnace (“EAF”) steel mill using recycled ferrous metal sourced internally from its recycling and joint venture operations and other raw materials. The accounting standards for reporting information about operating segments define an operating segment as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses for which discrete financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company’s internal organizational and reporting structure reflects a functionally based, integrated model and includes a single operating and reportable segment.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents include short-term securities that are not restricted by third parties and have an original maturity date of 90 days or less. Included in accounts payable are book overdrafts representing outstanding payments in excess of funds on deposit of $49 million and $59 million as of November 30, 2024 and August 31, 2024, respectively.
Accounts Receivable, net	Accounts Receivable, net Accounts receivable represent amounts primarily due from customers on product and other sales. These accounts receivable, which are reduced by an allowance for credit losses, are recorded at the invoiced amount and do not bear interest. The Company extends credit to customers under contracts containing customary and explicit payment terms, and payment is generally required within 30 to 60 days of shipment. Nonferrous export sales typically require a deposit prior to shipment. Historically, almost all of the Company’s ferrous export sales have been made with letters of credit. Ferrous and nonferrous metal sales to domestic customers and finished steel sales are generally made on open account, and a portion of these sales are covered by credit insurance. The Company evaluates the collectibility of its accounts receivable based on a combination of factors, including whether sales were made pursuant to letters of credit or required deposits prior to shipment, the aging of customer receivable balances, the financial condition of the Company’s customers, historical collection rates, and economic trends. Management uses this evaluation to estimate the amount of customer receivables that may not be collected in the future and records a provision for expected credit losses. Accounts are written off when all efforts to collect have been exhausted. Also included in accounts receivable are short-term advances to scrap metal suppliers used as a mechanism to acquire unprocessed scrap metal. The advances are generally repaid with scrap metal, as opposed to cash. Repayments of advances with scrap metal are treated as noncash operating activities in the Unaudited Condensed Consolidated Statements of Cash Flows and totaled $4 million and $3 million for the three months ended November 30, 2024 and November 30, 2023, respectively.
Other Assets	Prepaid Expenses The Company’s prepaid expenses, reported within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets, totaled $24 million and $22 million as of November 30, 2024 and August 31, 2024, respectively, and consisted primarily of deposits on capital projects and prepaid services, insurance, and property taxes. Other Assets The Company’s other assets, exclusive of prepaid expenses and assets relating to certain employee benefit plans, consisted primarily of receivables from insurers, advances to a supplier of metals recycling equipment, short-term certificates of deposit, capitalized implementation costs for cloud computing arrangements, major spare parts and equipment, assets held for sale, equity investments, debt issuance costs, and notes and other contractual receivables. Other assets are reported within either prepaid expenses and other current assets or other assets in the Unaudited Condensed Consolidated Balance Sheets based on their expected use either during or beyond the current operating cycle of one year from the reporting date. Receivables from insurers represent the portion of insured losses expected to be recovered from the Company’s insurers under various insurance policies or from a Qualified Settlement Fund holding settlement amounts deposited by certain insurers of claims against the Company related to the Portland Harbor Superfund site. The receivables are recorded at an amount not to exceed the recorded loss and only if the terms of legally enforceable insurance contracts support that the insurance recovery will not be disputed and is deemed collectible, or if recovery of the loss by the Company from a Qualified Settlement Fund is probable. Receivables from insurers as of each reporting date relate to environmental claims, workers’ compensation claims, and third-party claims. As of November 30, 2024, receivables from insurers totaled $16 million, including $14 million relating to environmental claims. As of August 31, 2024, receivables from insurers totaled $15 million, including $13 million relating to environmental claims. See “Accounting for Impacts of Involuntary Events” below in this Note for further discussion of receivables and advance payments from insurers relating to property damage and business interruption claims. Other assets as of November 30, 2024 and August 31, 2024 included $20 million and $18 million, respectively, representing advances to a supplier of metals recycling equipment. Other assets as of November 30, 2024 and August 31, 2024 included $6 million related to funding remediation costs of a legacy environmental matter held in short-term certificates of deposit and is reported within prepaid expenses and other current assets. Other assets as of November 30, 2024 and August 31, 2024 also included $6 million and $7 million, respectively, of capitalized cloud computing arrangement implementation costs. Amortization of capitalized implementation costs is recorded on a straight-line basis over the term of the cloud computing arrangement, which is the non-cancellable period of the agreement, together with periods covered by renewal options which the Company is reasonably certain to exercise. This amortization expense is reported within operating expense, separately from depreciation and amortization expense for property, plant, and equipment and intangible assets as reported on the Unaudited Condensed Consolidated Statements of Cash Flows.
Accounting for Impacts of Involuntary Events	Accounting for Impacts of Involuntary Events Assets destroyed or damaged as a result of involuntary events are written off or reduced in carrying value to their salvage value. When recovery of all or a portion of the amount of property damage loss or other covered expenses through insurance proceeds is demonstrated to be probable, a receivable is recorded and offsets the loss or expense up to the amount of the total loss or expense. No gain is recorded until all contingencies related to the insurance claim have been resolved. On December 8, 2021, the Company experienced a fire at its metals recycling facility in Everett, Massachusetts. Direct physical loss or damage to property from the incident was limited to the facility’s shredder building and equipment, with no bodily injuries and no physical loss or damage to property reported at other buildings or equipment. The repair and replacement of most property that experienced physical loss or damage, primarily buildings and improvements, was substantially completed by the end of fiscal 2023. The Company filed insurance claims for the property that experienced physical loss or damage and business income losses resulting from the matter. During the first quarter of fiscal 2024, the Company recognized a $4 million insurance receivable and related insurance recovery gain, reported within cost of goods sold on the Unaudited Condensed Consolidated Statements of Operations. In fiscal 2024, the Company reached a full and final settlement with its insurers for its claims, and all insurance proceeds and recovery gains in connection with the Company’s claims had been received and recognized, respectively, as of August 31, 2024.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable, and derivative financial instruments. The majority of cash and cash equivalents is maintained with major financial institutions. Balances with these and certain other institutions exceeded the Federal Deposit Insurance Corporation insured amount of $250 thousand as of November 30, 2024. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically diverse customers make up the Company’s customer base. The Company controls credit risk through credit approvals, credit limits, credit insurance, letters of credit or other collateral, cash deposits, and monitoring procedures. The Company is exposed to a residual credit risk with respect to open letters of credit by virtue of the possibility of the failure of a bank providing a letter of credit. The counterparties to the Company’s derivative financial instruments are major financial institutions.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses, requiring additional disclosure of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The provisions in ASU 2024-03 are effective for the Company’s fiscal 2028, and interim periods within the Company’s fiscal 2029 and are applied prospectively. Early adoption and retrospective application of the new standard are permitted. As the provisions only apply to disclosures, the Company does not expect adoption to have a material impact on its consolidated financial statements.

v3.24.4

Inventories (Tables)	3 Months Ended
	Nov. 30, 2024
Inventory, Net [Abstract]
Schedule of Inventories	Inventories consisted of the following (in thousands):     November 30, 2024     August 31, 2024   Processed and unprocessed scrap metal   $ 153,843     $ 137,013   Semi-finished goods     16,070       14,846   Finished goods     65,539       72,225   Supplies     70,908       69,848   Inventories   $ 306,360     $ 293,932

v3.24.4

Commitments and Contingencies (Tables)	3 Months Ended
	Nov. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Schedule of Environmental Liabilities	Changes in the Company’s environmental liabilities for the three months ended November 30, 2024 were as follows (in thousands):   Balance as of September 1, 2024     Liabilities Established (Released), Net     Payments and Other     Balance as of November 30, 2024     Short-Term     Long-Term   $ 65,649     $ 569     $ (599 )   $ 65,619     $ 13,305     $ 52,314

v3.24.4

Accumulated Other Comprehensive Income (Loss) (Tables)	3 Months Ended
	Nov. 30, 2024
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Schedule of Accumulated Other Comprehensive Income (Loss)	Changes in accumulated other comprehensive income (loss), net of tax, comprise the following (in thousands):       Three Months Ended November 30, 2024     Three Months Ended November 30, 2023       Foreign Currency Translation Adjustments     Cash Flow Hedges, Net     Pension Obligations, Net     Total     Foreign Currency Translation Adjustments     Cash Flow Hedges, Net     Pension Obligations, Net     Total   Balances - September 1 (Beginning of period)   $ (37,678 )   $ (1,428 )   $ (1,066 )   $ (40,172 )   $ (37,340 )   $ (304 )   $ (2,039 )   $ (39,683 ) Other comprehensive income (loss) before reclassifications     (2,109 )     1,099       (210 )     (1,220 )     (499 )     197       178       (124 ) Income tax benefit (expense)     —       (248 )     47       (201 )     —       (44 )     (40 )     (84 ) Other comprehensive income (loss) before reclassifications, net of tax     (2,109 )     851       (163 )     (1,421 )     (499 )     153       138       (208 ) Amounts reclassified from accumulated other comprehensive income (loss)     —       (180 )     36       (144 )     —       (336 )     63       (273 ) Income tax (benefit) expense     —       41       (8 )     33       —       76       (14 )     62   Amounts reclassified from accumulated other comprehensive income (loss), net of tax     —       (139 )     28       (111 )     —       (260 )     49       (211 ) Net periodic other comprehensive income (loss)     (2,109 )     712       (135 )     (1,532 )     (499 )     (107 )     187       (419 ) Balances - November 30, respectively (End of period)   $ (39,787 )   $ (716 )   $ (1,201 )   $ (41,704 )   $ (37,839 )   $ (411 )   $ (1,852 )   $ (40,102 )

v3.24.4

Revenue (Tables)	3 Months Ended
	Nov. 30, 2024
Revenue from Contract with Customer [Abstract]
Summary of Revenues Disaggregated by Major Product and Sales Destination	The table below illustrates the Company’s revenues disaggregated by major product and sales destination (in thousands):       Three Months Ended November 30,       2024     2023   Major product information:             Ferrous revenues   $ 327,104     $ 348,897   Nonferrous revenues     182,049       169,294   Steel revenues(1)     101,851       113,531   Retail and other revenues     45,533       41,175   Total revenues   $ 656,537     $ 672,897   Revenues based on sales destination:             Foreign   $ 354,850     $ 358,021   Domestic     301,687       314,876   Total revenues   $ 656,537     $ 672,897     (1) Steel revenues include predominantly sales of finished steel products, in addition to sales of semi-finished goods (billets) and steel manufacturing scrap.

v3.24.4

Share-based Compensation (Tables)	3 Months Ended
	Nov. 30, 2024
Share-Based Payment Arrangement, Noncash Expense [Abstract]
Key Assumptions for a Monte-Carlo Simulation Model Utilized to Estimate the Fair Value of Performance Share awards	The Company estimated the fair value of TSR awards granted in the first quarter of fiscal 2025 using a Monte-Carlo simulation model utilizing several key assumptions, including the following:       Percentage Expected share price volatility (Radius)   50.2 % Expected share price volatility (Peer group)   47.0 % Expected correlation to peer group companies   42.4 % Risk-free rate of return   4.2 %

v3.24.4

Derivative Financial Instruments (Tables)	3 Months Ended
	Nov. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Summary of Fair Value of Derivative Instruments in Unaudited Condensed Consolidated Balance Sheet	The fair value of derivative instruments in the Unaudited Condensed Consolidated Balance Sheet as of November 30, 2024 and August 31, 2024 is as follows (in thousands):     Derivatives     Balance Sheet Location   November 30, 2024     August 31, 2024   Interest rate swap contracts Other accrued liabilities   $ 263     $ 174   Interest rate swap contracts Other long-term liabilities   $ 660     $ 1,667

v3.24.4

Net Income (Loss) Per Share (Tables)	3 Months Ended
	Nov. 30, 2024
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Net Income (Loss) Per Share	The following table sets forth the information used to compute basic and diluted net income (loss) per share attributable to Radius shareholders (in thousands):       Three Months Ended November 30,       2024     2023   Income (loss) from continuing operations   $ (36,929 )   $ (17,797 ) Net (income) loss attributable to noncontrolling interests     (244 )     (165 ) Income (loss) from continuing operations attributable to Radius shareholders   $ (37,173 )   $ (17,962 ) Income (loss) from discontinued operations, net of tax     —       (2 ) Net income (loss) attributable to Radius shareholders   $ (37,173 )   $ (17,964 ) Computation of shares:             Weighted average common shares outstanding, basic     28,573       28,219   Incremental common shares attributable to dilutive performance share awards, RSUs and DSUs     —       —   Weighted average common shares outstanding, diluted     28,573       28,219

v3.24.4

Debt (Tables)	3 Months Ended
	Nov. 30, 2024
Schedule of Debt	Debt consisted of the following as of November 30, 2024 and August 31, 2024 (in thousands):     November 30, 2024     August 31, 2024   Bank revolving credit facilities, interest primarily at SOFR or LIBOR plus a spread   $ 425,000     $ 393,612   Finance lease liabilities     8,344       9,042   Other debt obligations     12,101       12,116   Total debt     445,445       414,770   Less current maturities     (5,573 )     (5,688 ) Debt, net of current maturities   $ 439,872     $ 409,082

v3.24.4

Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	3 Months Ended
	Nov. 30, 2024 USD ($) Segment	Nov. 30, 2023 USD ($)	Aug. 31, 2024 USD ($)
Significant Accounting Policies [Line Items]
Number of operating segments | Segment	1
Number of reportable segments | Segment	1
Bank Overdrafts	$ 49,000		$ 59,000
Repayment of Advances with Scrap Metal	4,000	$ 3,000
Advances to supplier	20,000		18,000
Capitalized cloud computing arrangement implementation costs	6,000		7,000
Gain on insurance receivable recognized		4,000
Gain (loss) from equity method investments	448	$ 673
Cash, FDIC Insured Amount	250
Prepaid Expenses and Other Current Assets
Significant Accounting Policies [Line Items]
Prepaid expense	24,000		22,000
Prepaid Expenses and Other Current Assets | Certificates of Deposit
Significant Accounting Policies [Line Items]
Short-term investment	6,000		6,000
Other Current Assets
Significant Accounting Policies [Line Items]
Insurance receivable	16,000		15,000
Environmental claims insurance receivable	$ 14,000		$ 13,000

v3.24.4

Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	Nov. 30, 2024	Aug. 31, 2024
Inventory, Net [Abstract]
Processed and unprocessed scrap metal	$ 153,843	$ 137,013
Semi-finished goods	16,070	14,846
Finished goods	65,539	72,225
Supplies	70,908	69,848
Inventories	$ 306,360	$ 293,932

v3.24.4

Business Acquisitions - Additional Information (Details) - USD ($) $ in Thousands	Nov. 30, 2024	Aug. 31, 2024
Business Acquisition [Line Items]
Goodwill	$ 13,105	$ 13,105

v3.24.4

Goodwill - Additional Information (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Nov. 30, 2024 USD ($) Reporting_unit	Aug. 31, 2024 USD ($) Reporting_unit
Goodwill [Line Items]
Number of reporting units | Reporting_unit	1	1
Goodwill | $	$ 13,105	$ 13,105

v3.24.4

Commitments and Contingencies - Schedule of Environmental Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2024	Aug. 31, 2024
Accrual for Environmental Loss Contingencies [Roll Forward]
Beginning Balance	$ 65,649
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration]	Short-Term, Long-Term
Liabilities Established (Released), Net	$ 569
Payments and Other	(599)
Ending Balance	65,619
Short-Term	13,305	$ 13,232
Long-Term	$ 52,314	$ 52,417

v3.24.4

Commitments and Contingencies - Recycling Operations - Recycling Operations (Details) $ in Thousands		1 Months Ended			3 Months Ended	216 Months Ended
	Dec. 01, 2017	Feb. 28, 2021	Apr. 30, 2020 USD ($)	Jan. 31, 2017 USD ($) Potentially_responsible_party	Nov. 30, 2024 USD ($)	Dec. 31, 2017 USD ($) Potentially_responsible_party	Aug. 31, 2024 USD ($)	Jan. 30, 2017 Party
Loss Contingencies [Line Items]
Accrual for Environmental Loss Contingencies					$ 65,619		$ 65,649
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration]					Accrued Environmental Loss Contingencies, Current, Accrued Environmental Loss Contingencies, Noncurrent
Liabilities Established					$ 569
Portland Harbor Superfund Site
Loss Contingencies [Line Items]
Accrual for Environmental Loss Contingencies					5,000		5,000
Number Of Other Potentially Responsible Parties Signing Settlement Agreement and Order on Consent | Potentially_responsible_party						3
Number of Years for Pre-Remedial Design	2 years
Number Of Potentially Responsible Parties Joining Allocation Process | Potentially_responsible_party				100
Portland Harbor Superfund Site | Minimum
Loss Contingencies [Line Items]
Percentage of area require active clean up in remedial design phase		100.00%
Portland Harbor Superfund Site - River Mile 3.5
Loss Contingencies [Line Items]
Site contingency expected completion term for remedial design			4 years
Site contingency EPA estimated completion cost for remedial design			$ 4,000
Portland Harbor Superfund Site - NRD
Loss Contingencies [Line Items]
Accrual for Environmental Loss Contingencies					$ 2,000		$ 2,000
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration]					Accrued Environmental Loss Contingencies, Noncurrent		Accrued Environmental Loss Contingencies, Noncurrent
Parties named in Litigation | Party								30
Portland Harbor Superfund Site - NRD | Other Noncurrent Assets
Loss Contingencies [Line Items]
Insurance receivable					$ 2,000		$ 2,000
Lower Willamette Group | Portland Harbor Superfund Site | Minimum
Loss Contingencies [Line Items]
Remedial Investigation and Feasibility Study Costs						$ 155,000
Potential Responsible Parties | Portland Harbor Superfund Site
Loss Contingencies [Line Items]
Estimated Cost of Selected Remedy Undiscounted				$ 1,700,000
Estimated Cost of Selected Remedy Discounted				$ 1,050,000
Estimated Cost of Selected Remedy, Discount Rate				7.00%
Site Contingency, Estimated Construction Time Frame				13 years
Potential Responsible Parties | Portland Harbor Superfund Site | Minimum
Loss Contingencies [Line Items]
Estimated Cost of Selected Remedy, Range				50.00%
Potential Responsible Parties | Portland Harbor Superfund Site | Maximum
Loss Contingencies [Line Items]
Estimated Cost of Selected Remedy, Range				(30.00%)

v3.24.4

Commitments and Contingencies - Recycling Operations - Other Legacy (Details) $ in Thousands		1 Months Ended	3 Months Ended
	Jun. 28, 2024 Employees	Dec. 31, 2020 USD ($)	Nov. 30, 2024 USD ($)	Aug. 31, 2023 USD ($)	Aug. 31, 2024 USD ($)	Aug. 31, 2018 USD ($)
Loss Contingencies [Line Items]
Accrual for Environmental Loss Contingencies			$ 65,619		$ 65,649
Number of operations employees with alleged felony and misdemeanor environmental regulatoryviolations for mishandling hazardous waste including destruction of evidence | Employees	2
Legacy Environmental Site 1 - Remediation of Shredder Residue
Loss Contingencies [Line Items]
Accrual for Environmental Loss Contingencies			5,000		5,000	$ 4,000
Legacy Environmental Site 1 - Remediation of Shredder Residue | Minimum
Loss Contingencies [Line Items]
Loss contingency, range of possible loss			0
Legacy Environmental Site 1 - Remediation of Shredder Residue | Maximum
Loss Contingencies [Line Items]
Loss contingency, range of possible loss			28,000
Legacy Environmental Site 2 - Remediation of Soil and Groundwater Conditions
Loss Contingencies [Line Items]
Accrual for Environmental Loss Contingencies			1,000		2,000
Legacy Environmental Site 3 - Metals Contamination
Loss Contingencies [Line Items]
Environmental remediation expense accrued in the period				$ 3,000
Accrual for Environmental Loss Contingencies			10,000		$ 10,000
Litigation settlement, cost of remedial action		$ 7,900
Litigation settlement, amount payment other party		$ 7,600
Legacy Environmental Site 3 - Metals Contamination | Minimum
Loss Contingencies [Line Items]
Loss contingency, range of possible loss			0
Legacy Environmental Site 3 - Metals Contamination | Maximum
Loss Contingencies [Line Items]
Loss contingency, range of possible loss			10,000
CAA Case
Loss Contingencies [Line Items]
Expected fines			$ 183,000

v3.24.4

Accumulated Other Comprehensive Income (Loss) - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
Increase (Decrease) In Accumulated Other Comprehensive Loss [Roll Forward]
Beginning balance	$ 625,740	$ 911,659
Total other comprehensive income (loss), net of tax	(1,532)	(419)
Ending balance	582,907	884,276
Foreign Currency Translation Adjustments
Increase (Decrease) In Accumulated Other Comprehensive Loss [Roll Forward]
Beginning balance	(37,678)	(37,340)
Other comprehensive income (loss) before reclassifications	(2,109)	(499)
Income tax benefit (expense)	0	0
Other comprehensive income (loss) before reclassifications, net of tax	(2,109)	(499)
Amounts reclassified from accumulated other comprehensive income (loss)	0	0
Income tax (benefit) expense	0	0
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	0	0
Total other comprehensive income (loss), net of tax	(2,109)	(499)
Ending balance	(39,787)	(37,839)
Cash Flow Hedges, Net
Increase (Decrease) In Accumulated Other Comprehensive Loss [Roll Forward]
Beginning balance	(1,428)	(304)
Other comprehensive income (loss) before reclassifications	1,099	197
Income tax benefit (expense)	(248)	(44)
Other comprehensive income (loss) before reclassifications, net of tax	851	153
Amounts reclassified from accumulated other comprehensive income (loss)	(180)	(336)
Income tax (benefit) expense	41	76
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	(139)	(260)
Total other comprehensive income (loss), net of tax	712	(107)
Ending balance	(716)	(411)
Pension Obligations, Net
Increase (Decrease) In Accumulated Other Comprehensive Loss [Roll Forward]
Beginning balance	(1,066)	(2,039)
Other comprehensive income (loss) before reclassifications	(210)	178
Income tax benefit (expense)	47	(40)
Other comprehensive income (loss) before reclassifications, net of tax	(163)	138
Amounts reclassified from accumulated other comprehensive income (loss)	36	63
Income tax (benefit) expense	(8)	(14)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	28	49
Total other comprehensive income (loss), net of tax	(135)	187
Ending balance	(1,201)	(1,852)
Accumulated Other Comprehensive Loss
Increase (Decrease) In Accumulated Other Comprehensive Loss [Roll Forward]
Beginning balance	(40,172)	(39,683)
Other comprehensive income (loss) before reclassifications	(1,220)	(124)
Income tax benefit (expense)	(201)	(84)
Other comprehensive income (loss) before reclassifications, net of tax	(1,421)	(208)
Amounts reclassified from accumulated other comprehensive income (loss)	(144)	(273)
Income tax (benefit) expense	33	62
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	(111)	(211)
Total other comprehensive income (loss), net of tax	(1,532)	(419)
Ending balance	$ (41,704)	$ (40,102)

v3.24.4

Revenue - Summary of Revenues Disaggregated by Major Product and Sales Destination (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 656,537	$ 672,897
Ferrous Revenues
Disaggregation of Revenue [Line Items]
Revenues	327,104	348,897
Nonferrous Revenues
Disaggregation of Revenue [Line Items]
Revenues	182,049	169,294
Steel Revenues
Disaggregation of Revenue [Line Items]
Revenues	101,851	113,531
Retail and Other Revenues
Disaggregation of Revenue [Line Items]
Revenues	45,533	41,175
Foreign
Disaggregation of Revenue [Line Items]
Revenues	354,850	358,021
Domestic
Disaggregation of Revenue [Line Items]
Revenues	$ 301,687	$ 314,876

v3.24.4

Revenue - Additional Information (Details) - USD ($) $ in Millions	Nov. 30, 2024	Aug. 31, 2024
Disaggregation of Revenue [Line Items]
Contract liabilities	$ 8	$ 10

v3.24.4

Share-based Compensation - Additional Information (Details) $ in Millions	3 Months Ended
	Nov. 30, 2024 USD ($) shares
Restricted Stock Units (“RSUs”)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	446,993
Shares granted, fair value | $	$ 9
Restricted Stock Units (“RSUs”) | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for retirement eligibility for expense to be recognized	2 years
Restricted Stock Units (“RSUs”) | Five-year Term and Vest One-Fifth per Year commencing November 30, 2025 and each October 31 Thereafter
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	334,042
Vesting term	5 years
Restricted Stock Units (“RSUs”) | Three-year Term and Vest One-third per Year commencing November 30, 2025 and Each October 31 Thereafter
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	112,951
Vesting term	3 years
Performance Shares (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	340,454
Share-based compensation arrangement by share-based payment award, award requisite performance period	3 years
Performance Shares (PSUs) | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance based awards award payouts threshold	200.00%
Performance Shares (PSUs) | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance based awards award payouts threshold	50.00%
Total Shareholder Return (TSR)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite performance period	3 years
Shares granted, fair value | $	$ 3
Volume Growth
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award requisite performance period	3 years
Shares granted, fair value | $	$ 3

v3.24.4

Share-based Compensation - Summary of Fair Value using Monte-Carlo Simulation Model Utilizing Several Key Assumptions (Details) - Total Shareholder Return (TSR)	3 Months Ended
	Nov. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected share price volatility	50.20%
Risk-free rate of return	4.20%
Peer Group
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected share price volatility	47.00%
Expected correlation	42.40%

v3.24.4

Derivative Financial Instruments - Additional Information (Details) - USD ($)	3 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Aug. 31, 2024
Derivative Instruments, Gain (Loss) [Line Items]
Interest expense	$ (8,862,000)	$ (4,810,000)
Maximum
Derivative Instruments, Gain (Loss) [Line Items]
Other comprehensive income loss reclassification adjustment recorded in interest expense	1,000,000	$ 1,000,000
Interest Rate Swaps
Derivative Instruments, Gain (Loss) [Line Items]
Notional amount of interest rate swaps	$ 150,000,000		$ 150,000,000

v3.24.4

Derivative Financial Instruments - Summary of Fair Value of Derivative Instruments in Unaudited Condensed Consolidated Balance Sheet (Details) - Interest Rate Swap Contracts - USD ($) $ in Thousands	Nov. 30, 2024	Aug. 31, 2024
Other Accrued Liabilities
Derivatives, Fair Value [Line Items]
Interest rate swap contracts, Liability fair value	$ 263	$ 174
Other Long-term Liabilities
Derivatives, Fair Value [Line Items]
Interest rate swap contracts, Liability fair value	$ 660	$ 1,667

v3.24.4

Income Taxes - Additional Information (Details)	3 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
Income Tax Disclosure [Abstract]
Effective tax rate	11.40%	36.40%
Federal statutory rate	21.00%	21.00%

v3.24.4

Net Income (Loss) Per Share - Schedule of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
Earnings Per Share [Abstract]
Income (loss) from continuing operations	$ (36,929)	$ (17,797)
Net (income) loss attributable to noncontrolling interests	(244)	(165)
Income (loss) from continuing operations attributable to Radius shareholders	(37,173)	(17,962)
Income (loss) from discontinued operations, net of tax		(2)
Net income (loss) attributable to Radius shareholders	$ (37,173)	$ (17,964)
Computation of shares:
Weighted average common shares outstanding, basic	28,573	28,219
Weighted average common shares outstanding, diluted	28,573	28,219

v3.24.4

Net Income (Loss) Per Share - Additional Information (Details) - shares	3 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
Earnings Per Share [Abstract]
Antidilutive securities excluded from calculation of diluted net income loss per share, amount (in shares)	489,587	525,287

v3.24.4

Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
Corporate Joint Venture
Related Party Transaction [Line Items]
Purchases from joint ventures	$ 4	$ 4

v3.24.4

Debt - Schedule of Debt (Details) - USD ($)	Nov. 30, 2024	Aug. 31, 2024
Debt Instrument [Line Items]
Finance lease liabilities	$ 8,344,000	$ 9,042,000
Other debt obligations	12,101,000	12,116,000
Total debt	445,445,000	414,770,000
Less current maturities	(5,573,000)	(5,688,000)
Debt, net of current maturities	439,872,000	409,082,000
Secured Revolving Credit Facility | Bank of America NA And Other Lenders
Debt Instrument [Line Items]
Bank revolving credit facilities, interest primarily at SOFR or LIBOR plus a spread	425,000,000	394,000,000
Line of Credit | Secured Revolving Credit Facility | Bank of America NA And Other Lenders
Debt Instrument [Line Items]
Bank revolving credit facilities, interest primarily at SOFR or LIBOR plus a spread	$ 425,000,000	$ 393,612,000

v3.24.4

Debt - Additional Information (Details) $ in Millions	3 Months Ended		9 Months Ended	15 Months Ended
	Nov. 30, 2024 USD ($)	May 31, 2024	Aug. 31, 2025	Aug. 31, 2025	Nov. 30, 2024 CAD ($)	Aug. 31, 2024 USD ($)
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 800,000,000				$ 15
Line of Credit | Minimum
Debt Instrument [Line Items]
Consolidated interest coverage ratio	0.015	0.02
Line of Credit | Minimum | Forecast
Debt Instrument [Line Items]
Consolidated interest coverage ratio			0.0125
Consolidated asset coverage ratio				0.01
Line of Credit | Maximum
Debt Instrument [Line Items]
Consolidated leverage ratio	0.0055
Senior Secured Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, Maturity date	Aug. 31, 2027
Senior Secured Revolving Credit Facility | Letters of Credit
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 50,000,000
Senior Secured Revolving Credit Facility | Swingline Loans
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	25,000,000
Senior Secured Revolving Credit Facility | Multicurrency Borrowings
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	50,000,000
Secured Revolving Credit Facility | Bank of America NA And Other Lenders
Debt Instrument [Line Items]
Borrowings outstanding	$ 425,000,000					$ 394,000,000
Weighted average interest rate	7.20%				7.20%	8.00%
Secured Revolving Credit Facility | Bank of America NA And Other Lenders | Line of Credit
Debt Instrument [Line Items]
Borrowings outstanding	$ 425,000,000					$ 393,612,000
Senior Secured Credit Facilities, Amended Credit Agreement | Bank of America NA And Other Lenders | Line of Credit | Minimum
Debt Instrument [Line Items]
Commitment fee percentage	0.175%
Senior Secured Credit Facilities, Amended Credit Agreement | Bank of America NA And Other Lenders | Line of Credit | Maximum
Debt Instrument [Line Items]
Commitment fee percentage	0.35%
Senior Secured Credit Facilities, Amended Credit Agreement | Bank of America NA And Other Lenders | Line of Credit | Amended Credit Agreement, Interest Rate Option 1 | Secured Overnight Financing Rate (SOFR) | Minimum
Debt Instrument [Line Items]
Debt instrument, Variable rate	1.50%
Senior Secured Credit Facilities, Amended Credit Agreement | Bank of America NA And Other Lenders | Line of Credit | Amended Credit Agreement, Interest Rate Option 1 | Secured Overnight Financing Rate (SOFR) | Maximum
Debt Instrument [Line Items]
Debt instrument, Variable rate	2.50%
Senior Secured Credit Facilities, Amended Credit Agreement | Bank of America NA And Other Lenders | Line of Credit | Amended Credit Agreement, Interest Rate Option 2 | Federal Funds Effective Swap Rate
Debt Instrument [Line Items]
Debt instrument, Variable rate	0.50%
Senior Secured Credit Facilities, Amended Credit Agreement | Bank of America NA And Other Lenders | Line of Credit | Amended Credit Agreement, Interest Rate Option 2 | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, Variable rate	1.00%
Senior Secured Credit Facilities, Amended Credit Agreement | Bank of America NA And Other Lenders | Line of Credit | Amended Credit Agreement, Interest Rate Option 2 | Secured Overnight Financing Rate (SOFR) | Minimum
Debt Instrument [Line Items]
Debt instrument, Variable rate	0.50%
Senior Secured Credit Facilities, Amended Credit Agreement | Bank of America NA And Other Lenders | Line of Credit | Amended Credit Agreement, Interest Rate Option 2 | Secured Overnight Financing Rate (SOFR) | Maximum
Debt Instrument [Line Items]
Debt instrument, Variable rate	1.50%

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