Special Note Regarding Forward-Looking Statements
Throughout this report, or in other reports or registration statements filed from time to time with the Securities and Exchange Commission under the Securities Exchange Act of 1934, or under the Securities Act of 1933, as well as in documents we incorporate by reference herein or here-from, or in press releases or oral statements made by our officers or Regulation FD authorized representatives, we may make statements that express our opinions, expectations, or projections regarding future events or future results, in contrast with statements that reflect present or historical facts. These predictive statements, which we generally precede or accompany by such typical conditional words as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project” or “expect,” or by the words “may,” “will,” or “should,” are intended to operate as “forward-looking statements” of the kind permitted by the Private Securities Litigation Reform Act of 1995, incorporated in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve both known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. That legislation protects such predictive and cautionary statements by creating a “safe harbor” from liability in the event that a particular prediction does not turn out as anticipated.
While we always intend to express our best judgment when we make statements about what we believe will occur in the future, and although we base these statements on assumptions that we believe to be reasonable when made, these forward-looking statements are not a guarantee of performance, and you should not place undue reliance on such statements. Forward-looking statements are subject to many uncertainties and other variable circumstances, many of which are outside of our control, that could cause our actual results and experience to differ materially from those we thought would occur.
The following listing represents some, but not necessarily all, of the factors that may cause actual results to differ from those we may have anticipated or predicted:
Global and National Risks
| ● | domestic and global economic factors including periods of slower than anticipated economic growth and the risk of a recession; |
| ● | global steelmaking overcapacity and imports of steel into the United States, together with increased scrap prices; |
| ● | pandemics, epidemics, widespread illness or other health issues; |
Industry Risks
| ● | the cyclical nature of the steel industry and some of the industries we serve; |
| ● | volatility and major fluctuations in prices and availability of scrap metal, scrap substitutes and supplies, and our potential inability to pass higher costs on to our customers; |
| ● | cost and availability of electricity, natural gas, oil and other energy resources are subject to volatile market conditions; |
| ● | increased environmental, greenhouse gas emissions and sustainability considerations from our customers and investors or related regulations; |
| ● | compliance with and changes in environmental and remediation requirements; |
Operational and Commercial Risks
| ● | significant price and other forms of competition from other steel and aluminum producers, scrap processors and alternative materials; |
| ● | availability of an adequate source of supply of scrap for our metals recycling operations; |
| ● | cybersecurity threats and risks to the security of our sensitive data and information technology; |
| ● | the implementation of our growth strategy; |
| ● | our ability to retain, develop and attract key personnel; |
| ● | litigation and legal compliance; |
| ● | unexpected equipment downtime or shutdowns; |
| ● | governmental agencies may refuse to grant or renew some of our licenses and permits required to operate our businesses; |
| ● | our senior unsecured credit facility contains, and any future financing agreements may contain, restrictive covenants that may limit our flexibility; and |
| ● | the impact of impairment charges. |
We also refer you to and urge you to carefully read the section entitledRisk Factors at Item 1A of this report to better understand some of the principal risks and uncertainties inherent in our businesses or in owning our securities, as well as the section entitledManagement’s Discussion and Analysis of Financial Condition and Results of Operationsat Item 7*.* You should also review the notes to consolidated financial statements under headings in Note 1.Use of Estimates and in Note 8.Commitments and Contingencies.
Any forward-looking statements which we make in this report, or in any of the documents that are incorporated by reference herein or here-from, speak only as of the date of such statement, and we undertake no ongoing obligation to update such statements. Comparisons of results between current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
