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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2024

 

 

WORTHINGTON STEEL, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Ohio

001-41830

92-2632000

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

100 W. Old Wilson Bridge Road

 

Columbus, Ohio

 

43085

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (614) 840-3462

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Shares, without par value

 

WS

 

New York Stock Exchange

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

Emerging growth company ☐

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

 


Item 2.02 Results of Operations and Financial Condition.

On September 25, 2024, Worthington Steel, Inc. (“we,” “us,” “our,” “Company” and “registrant”) issued a news release (the “Financial News Release”) reporting results for the three months ended August 31, 2024 (the first quarter of fiscal 2025). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

We conducted a conference call on September 26, 2024, to discuss our unaudited financial results for the first quarter of fiscal 2025 and addressed certain matters related to our outlook for the second quarter of fiscal 2025. A copy of the transcript of the conference call is included herewith as Exhibit 99.2 and is incorporated herein by reference.

 

We have included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release and the conference call to provide investors with additional information that we believe allows for increased comparability of the performance of our ongoing operations from period to period. Please see the Financial News Release for further explanations of why we use the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.

 

The information contained in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless we specifically state that the information is to be considered “filed” under the Exchange Act or incorporate the information by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 25, 2024, the registrant held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on July 30, 2024, the record date for the Annual Meeting, there were a total of 50,391,154 common shares of the registrant outstanding and entitled to vote. At the Annual Meeting, the holders of 43,523,773 (in excess of 86%) of the registrant’s common shares were represented by proxy, constituting a quorum.

The results of the voting on the proposals presented to the shareholders at the Annual Meeting were as follows:

Proposal 1 — Election of Directors

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

Geoffrey G. Gilmore

39,352,120

 

427,998

 

32,837

 

3,710,818

Carl A. Nelson, Jr.

38,643,211

 

1,055,340

 

114,404

 

3,710,818

George P. Stoe

39,558,438

 

230,083

 

24,434

 

3,710,818

 

At the Annual Meeting, the shareholders of the registrant elected each of Mr. Gilmore, Mr. Nelson and Mr. Stoe as a director of the registrant for a three-year term, expiring at the Annual Meeting of Shareholders occurring in 2027.

Proposal 2 — Advisory Vote to Approve the Compensation of the NEOs

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

39,109,653

635,748

67,554

3,710,818

 

At the Annual Meeting, the shareholders of the registrant approved the advisory resolution to approve the compensation of the registrant’s named executive officers, as described in the registrant’s proxy statement for the Annual Meeting.

 

Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

1 Year

2 Years

3 Years

Abstain

 

Broker Non-Votes

37,300,759

45,255

2,424,811

42,130

 

3,710,818

At the Annual Meeting, the shareholders of the registrant selected the option of every one year to hold the advisory vote on the compensation of our named executive officers, as described in the registrant’s proxy statement for the Annual Meeting.

Proposal 4 — Ratification of the Selection of Independent Registered Public Accounting Firm

 

Votes For

Votes Against

Abstentions

43,414,345

61,072

48,356


At the Annual Meeting, the shareholders of the registrant ratified the selection of KPMG LLP as the registrant’s independent registered public accounting firm for the fiscal year ending May 31, 2025.

Item 7.01 Regulation FD Disclosure.

On September 30, 2024, we posted an investor presentation to the investor relations section of our website, under the events and presentation tab. A copy of the investor presentation is attached as Exhibit 99.4 to this Current Report on Form 8-K.

 

The information in this Item 7.01 to this Current Report on Form 8-K , including Exhibit 99.4 is furnished herewith, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On September 25, 2024, we issued a news release (the “Dividend Release”) reporting that our Board of Directors declared a quarterly cash dividend of $0.16 per common share. The dividend was declared on September 25, 2024, and is payable on December 27, 2024, to our shareholders of record at the close of business on December 13, 2024. A copy of the Dividend Release is filed herewith as Exhibit 99.3.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit No.

 

Description

99.1

 

News Release of Worthington Steel, Inc. issued on September 25, 2024 (Financial News Release)

99.2

Transcript of Worthington Steel, Inc. Earnings Conference Call for First Quarter of Fiscal 2025 held on September 26, 2024

 

99.3

News Release of Worthington Steel, Inc. issued on September 25, 2024 (Dividend Release)

 

99.4

Investor Presentation, dated September 2024

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 


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 hereunto duly authorized.

 

 

 

WORTHINGTON STEEL, INC.

 

 

 

 

Date:

September 30, 2024

By:

/s/ Joseph Y. Heuer

 

 

 

Joseph Y. Heuer
Vice President - General Counsel and Secretary

 


EX-99.1 2 ws-ex99_1.htm EX-99.1 EX-99.1

 

EXHIBIT 99.1

 

img239203593_0.jpg

 

Worthington Steel Reports First Quarter Fiscal 2025 Results

 

COLUMBUS, Ohio, September 25, 2024 – Worthington Steel, Inc. (NYSE: WS), a market-leading, value-added metals processing company, today reported financial results for the fiscal 2025 first quarter ended August 31, 2024.

 

First Quarter Highlights (all comparisons to the first quarter of fiscal 2024):

 

Net sales of $834.0 million decreased 8% compared to $905.8 million.
Operating income of $43.4 million compared to $69.7 million.
Net earnings attributable to controlling interest of $28.4 million compared to $58.5 million.
Net earnings per diluted share attributable to controlling interest of $0.56 compared to $1.19; Adjusted net earnings per diluted share attributable to controlling interest of $0.56 compared to $1.26.
Adjusted EBIT of $39.4 million compared to $80.5 million.
Declared a quarterly dividend of $0.16 per share payable on December 27, 2024, to shareholders of record on December 13, 2024.

 

“The first quarter of fiscal year 2025 was solid for Worthington Steel despite some headwinds,” said Geoff Gilmore, president and CEO of Worthington Steel. “Our teams are focused on serving our customers and managing the dynamics of our industry and the markets we serve. Demand is stable and we continue to deliver unique, custom, value-added solutions for our customers by transforming metals, providing lightweighting solutions and supporting electrification.”

 

Financial highlights for the fiscal 2025 period and the comparative period are as follows:

(In millions, except volume and per share amounts)

 

 

 

1Q 2025

 

 

1Q 2024

 

Volume (tons)

 

 

994,093

 

 

 

1,023,545

 

 

 

 

 

 

 

 

Net sales

 

$

834.0

 

 

$

905.8

 

Operating income

 

 

43.4

 

 

 

69.7

 

Net earnings attributable to controlling interest

 

 

28.4

 

 

 

58.5

 

Adjusted EBIT (Non-GAAP)(1)

 

 

39.4

 

 

 

80.5

 

Equity in net income of unconsolidated affiliate

 

 

1.3

 

 

 

9.0

 

 

 

 

 

 

 

 

Net earnings per diluted share attributable to controlling interest

 

$

0.56

 

 

$

1.19

 

Impairment of long-lived assets per diluted share (after-tax)

 

 

-

 

 

 

0.01

 

Separation costs per diluted share (after-tax)

 

 

-

 

 

 

0.06

 

Adjusted net earnings per diluted share attributable to controlling interest (Non-GAAP)(1)

 

$

0.56

 

 

$

1.26

 

 

 

 

(1)
Results in both the current year period and prior year period were impacted by certain items, as further discussed in the Non-GAAP Financial Measures / Supplemental Data section later in this release.

 

Quarterly Results

 

Net sales for the first quarter of fiscal 2025 were $834.0 million, a decrease of $71.8 million, or 8%, compared to the prior year quarter. The decrease was driven primarily by a 6% decrease in direct selling prices and a 4% decrease in direct tons and a 2% decrease in toll tons sold in the first quarter of fiscal 2025 compared to the prior year quarter. This was partially offset by more favorable mix within


 

toll tons sold. The mix of direct tons versus toll tons processed was 56% to 44% in the first quarter of fiscal 2025 and the prior year quarter.

 

Gross margin decreased by $28.1 million over the prior year quarter to $100.4 million. The decrease was driven primarily by lower direct spreads and lower volume. Direct spreads, down $19.9 million, were impacted by a $32.1 million unfavorable change from an estimated $15.5 million inventory holding gain in the prior year quarter to an estimated $16.6 million inventory holding loss in the first quarter of fiscal 2025.

 

Operating income decreased $26.3 million from the prior year quarter to $43.4 million, primarily due to a $28.1 million decline in gross margin and a $3.2 million increase in selling, general and administrative (“SG&A”) expense driven by an increase in wage and benefit costs as well as costs of being a stand-alone public company. The decrease in operating income was partially offset by a $3.6 million decrease in costs associated with the Company’s December 1, 2023, separation from Worthington Enterprises, Inc. (“Separation”) compared to the prior year quarter. Additionally, there were no impairments of long-lived assets in the first quarter of fiscal 2025, as compared to $1.4 million in the prior year quarter.

 

The Company reported net earnings attributable to controlling interest of $28.4 million, or $0.56 per diluted share, for its fiscal 2025 first quarter. For the prior year quarter, the Company recorded net earnings attributable to controlling interest of $58.5 million, or $1.19 per diluted share.

 

Adjusted net earnings attributable to controlling interest of $28.4 million, or $0.56 per diluted share, compares to the prior year quarter adjusted net earnings attributable to controlling interest of $62.0 million, or $1.26 per diluted share. The prior year quarter adjusted results exclude both $2.8 million in after-tax Separation costs, or $0.06 per diluted share, and $0.7 million in after-tax impairment of long-lived assets, or $0.01 per diluted share.

 

Balance Sheet, Cash Flow and Capital Allocation

 

As of August 31, 2024, the Company had cash and cash equivalents of $36.0 million. During the first quarter of fiscal 2025, the Company generated cash flow from operations of $54.6 million compared to cash used in operations of $20.7 million in the prior year period. Capital expenditures for the first quarter of fiscal 2025 equaled $21.5 million compared to $17.3 million in the prior year quarter. The increase in capital expenditures was substantially related to the previously announced strategic expansions of the Company’s electrical steel operations in Mexico and Canada. The Company generated positive free cash flow (as defined in the Non-GAAP Financial Measures / Supplemental Data section later in this release) of $33.1 million in the first quarter of fiscal 2025 compared to a negative free cash flow of $38.0 million in the prior year quarter.

 

The Company ended the first quarter of fiscal 2025 with debt of $122.2 million under its revolving credit facility and $36.0 million in cash and cash equivalents, resulting in a net debt (as defined in the Non-GAAP Financial Measures / Supplemental Data section later in this release) position of $86.2 million.

 

The Board of Directors declared a quarterly dividend of $0.16 per common share. The dividend is payable on December 27, 2024, to shareholders of record at the close of business on December 13, 2024.

 

Conference Call

 

The Company will review fiscal 2025 first quarter results during its quarterly conference call on September 26, 2024, beginning at 8:30 a.m., Eastern Time. Details regarding the conference call are located in the investor section of the Company’s website at www.WorthingtonSteel.com.

 

About Worthington Steel

 

Worthington Steel (NYSE:WS) is a metals processor that partners with customers to deliver highly technical and customized solutions. Worthington Steel’s expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions are driving steel toward a more sustainable future.

 

As one of the most trusted metals processors in North America, Worthington Steel and its approximately 5,000 employees harness the power of steel to advance our customers’ visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination. Headquartered in Columbus, Ohio, Worthington Steel operates 32 facilities in seven states and six countries. Following a people-first Philosophy, commitment to sustainability and proven business system, Worthington Steel’s purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities.

 


 

Safe Harbor Statement

Selected statements contained in this release constitute “forward-looking statements,” as that term is used in the Private Securities Litigation Reform Act of 1995 (the “Act”). The Company wishes to take advantage of the safe harbor provisions included in the Act. Forward-looking statements reflect the Company’s current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as “believe,” “anticipate,” “may,” “could,” “should,” “would,” “intend,” “plan,” “will,” “likely,” “expect,” “estimate,” “project,” “position,” “strategy,” “target,” “aim,” “seek,” “foresee” and similar words or phrases. These forward-looking statements include, without limitation, statements relating to: future or expected cash positions, liquidity and ability to access financial markets and capital; outlook, strategy or business plans; the anticipated benefits of the Company’s separation from Worthington Enterprises, Inc. (the “Separation”); the expected financial and operational performance of, and future opportunities for, the Company following the Separation; the tax treatment of the Separation transaction; the leadership of the Company following the Separation; future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, margins, balance sheet strengths, debt, financial condition or other financial measures; pricing trends for raw materials and finished goods and the impact of pricing changes; the ability to improve or maintain margins; expected demand or demand trends for the Company or its markets; additions to product lines and opportunities to participate in new markets; expected benefits from transformation and innovation efforts; the ability to improve performance and competitive position at the Company’s operations; anticipated working capital needs, capital expenditures and asset sales; anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof; projected profitability potential; the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations; projected capacity and the alignment of operations with demand; the ability to operate profitably and generate cash in down markets; the ability to capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets; expectations for Company and customer inventories, jobs and orders; expectations for the economy and markets or improvements therein; expectations for generating improving and sustainable earnings, earnings potential, margins or shareholder value; effects of judicial rulings; the ever-changing effects of the novel coronavirus (“COVID-19”) pandemic and the various responses of governmental and nongovernmental authorities thereto on economies and markets, and on our customers, counterparties, employees and third-party service providers; and other non-historical matters.

Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, those that follow: our ability to successfully realize the anticipated benefits of the Separation; the effect of conditions in national and worldwide financial markets, including inflation, increases in interest rates and economic recession, and with respect to the ability of financial institutions to provide capital; the impact of tariffs, the adoption of trade restrictions affecting the Company’s products or suppliers, a United States withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships; changing oil prices and/or supply; product demand and pricing; changes in product mix, product substitution and market acceptance of the Company’s products; volatility or fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities, labor and other items required by operations (especially in light of Russia’s invasion of Ukraine); effects of sourcing and supply chain constraints; the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters; effects of facility closures and the consolidation of operations; the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction and other industries in which the Company participates; failure to maintain appropriate levels of inventories; financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom the Company does business; the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts; the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from transformation initiatives, on a timely basis; the overall success of, and the ability to integrate, newly acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom; capacity levels and efficiencies, within facilities, within major product markets and within the industries in which the Company participates as a whole; the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, labor shortages, interruption in utility services, civil unrest, international conflicts (especially in light of Russia’s invasion of Ukraine), terrorist activities or other causes; changes in customer demand, inventories, spending patterns, product choices, and supplier choices; risks associated with doing business internationally, including economic, political and social instability (especially in light of Russia’s invasion of Ukraine), foreign currency exchange rate exposure and the acceptance of the Company’s products in global markets; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; the effect of inflation, interest rate increases and economic recession, as well as potential adverse impacts as a result of the Inflation Reduction Act of 2022, which may negatively impact the Company’s operations and financial results; deviation of actual results from estimates and/or assumptions used by the Company in the application of its significant accounting policies; the level of imports and import prices in the Company’s markets; the impact of environmental laws and regulations or the actions of the United States Environmental Protection Agency or similar regulators which increase costs or limit the Company’s ability to use or sell certain products; the impact of increasing environmental, greenhouse gas emission and sustainability regulations and considerations; the impact of judicial rulings and governmental regulations, both in the United States and abroad, including those adopted by the United States Securities and


 

Exchange Commission (“SEC”) and other governmental agencies as contemplated by the Coronavirus Aid, Relief and Economic Security (CARES) Act, the Consolidated Appropriations Act, 2021, the American Rescue Plan Act of 2021, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; the effect of healthcare laws in the United States and potential changes for such laws, which may increase the Company’s healthcare and other costs and negatively impact the Company’s operations and financial results; the effect of tax laws in the United States and potential changes for such laws, which may increase the Company's costs and negatively impact its operations and financial results; cyber security risks; the effects of privacy and information security laws and standards; and other risks described from time to time in the Company’s filings with the SEC, including those described in “Part I – Item 1A. – Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024.

Forward-looking statements should be construed in the light of such risks. The Company notes these factors for investors as contemplated by the Act. It is impossible to predict or identify all potential risk factors. Consequently, you should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. The Company does not undertake, and hereby disclaims, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

 


 

WORTHINGTON STEEL, INC.
CONSOLIDATED AND COMBINED STATEMENTS OF EARNINGS
(In millions, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended

 

 

 

August 31,

 

 

 

2024

 

 

2023

 

Net sales

 

$

834.0

 

 

$

905.8

 

Cost of goods sold

 

 

733.6

 

 

 

777.3

 

Gross margin

 

 

100.4

 

 

 

128.5

 

Selling, general and administrative expense

 

 

57.0

 

 

 

53.8

 

Impairment of long-lived assets

 

 

-

 

 

 

1.4

 

Separation costs

 

 

-

 

 

 

3.6

 

Operating income

 

 

43.4

 

 

 

69.7

 

Other income (expense):

 

 

 

 

 

 

Miscellaneous income (expense), net

 

 

(5.9

)

 

 

0.9

 

Interest expense, net

 

 

(2.6

)

 

 

(0.5

)

Equity in net income of unconsolidated affiliate

 

 

1.3

 

 

 

9.0

 

Earnings before income taxes

 

 

36.2

 

 

 

79.1

 

Income tax expense

 

 

4.0

 

 

 

17.0

 

Net earnings

 

 

32.2

 

 

 

62.1

 

Net earnings attributable to noncontrolling interests

 

 

3.8

 

 

 

3.6

 

Net earnings attributable to controlling interest

 

$

28.4

 

 

$

58.5

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

Weighted average common shares outstanding(1)

 

 

49.4

 

 

 

49.3

 

Earnings per share attributable to controlling interest

 

$

0.57

 

 

$

1.19

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

 

Weighted average common shares outstanding(2)

 

 

50.4

 

 

 

49.3

 

Earnings per share attributable to controlling interest

 

$

0.56

 

 

$

1.19

 

 

 

 

 

 

 

Common shares outstanding at end of period(1)

 

 

49.4

 

 

 

49.3

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.16

 

 

n/a

 

 

 

 

(1)
Prior to the third quarter of fiscal 2024, reported Weighted average common shares outstanding (Basic) and Common shares outstanding at end of period reflects the basic shares at the Separation. This share amount is being utilized for the calculation of basic earnings per share for periods presented prior to the Separation.

 

(2)
Prior to the third quarter of fiscal 2024, reported Weighted average common shares outstanding (Diluted) reflects the basic shares at the Separation. This share amount is being utilized for the calculation of diluted earnings per share for periods presented prior to the Separation.

 



 

WORTHINGTON STEEL, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts)

(Unaudited)

 

 

 

August 31,

 

 

May 31,

 

 

 

2024

 

 

2024

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

36.0

 

 

$

40.2

 

Receivables, less allowances of $2.7 and $3.2, respectively

 

 

443.4

 

 

 

472.6

 

Inventories

 

 

 

 

 

 

Raw materials

 

 

157.5

 

 

 

150.2

 

Work in process

 

 

150.2

 

 

 

176.8

 

Finished products

 

 

84.4

 

 

 

78.3

 

Total inventories

 

 

392.1

 

 

 

405.3

 

Income taxes receivable

 

 

7.6

 

 

 

4.2

 

Assets held for sale

 

 

2.9

 

 

 

2.9

 

Prepaid expenses and other current assets

 

 

73.5

 

 

 

76.6

 

Total current assets

 

 

955.5

 

 

 

1,001.8

 

Investment in unconsolidated affiliate

 

 

136.3

 

 

 

135.0

 

Operating lease assets

 

 

70.8

 

 

 

72.9

 

Goodwill

 

 

79.7

 

 

 

79.6

 

Other intangible assets, net of accumulated amortization of $46.8 and $45.3, respectively

 

 

75.5

 

 

 

77.0

 

Deferred tax asset

 

 

8.5

 

 

 

8.5

 

Other assets

 

 

16.5

 

 

 

16.8

 

Property, plant and equipment:

 

 

 

 

 

 

Land

 

 

38.0

 

 

 

37.9

 

Buildings and improvements

 

 

178.4

 

 

 

177.1

 

Machinery and equipment

 

 

902.3

 

 

 

893.8

 

Construction in progress

 

 

99.1

 

 

 

83.6

 

Total property, plant and equipment

 

 

1,217.8

 

 

 

1,192.4

 

Less: accumulated depreciation

 

 

731.2

 

 

 

717.6

 

Total property, plant and equipment, net

 

 

486.6

 

 

 

474.8

 

Total assets

 

$

1,829.4

 

 

$

1,866.4

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

359.3

 

 

$

380.4

 

Short-term borrowings

 

 

122.2

 

 

 

148.0

 

Accrued compensation, contributions to employee benefit plans and related taxes

 

 

39.6

 

 

 

52.8

 

Dividends payable

 

 

8.8

 

 

 

8.7

 

Other accrued items

 

 

13.3

 

 

 

15.7

 

Current operating lease liabilities

 

 

7.4

 

 

 

7.6

 

Income taxes payable

 

 

7.3

 

 

 

5.2

 

Total current liabilities

 

 

557.9

 

 

 

618.4

 

Other liabilities

 

 

34.8

 

 

 

34.3

 

Noncurrent operating lease liabilities

 

 

66.4

 

 

 

68.3

 

Deferred income taxes

 

 

27.1

 

 

 

27.9

 

Total liabilities

 

 

686.2

 

 

 

748.9

 

Preferred shares, without par value; authorized – 1,000,000 shares; no shares issued or outstanding

 

 

-

 

 

 

-

 

Common shares, without par value; authorized – 150,000,000 shares; issued

 

 

 

 

 

 

and outstanding 49,424,731 shares and 49,331,514 shares, respectively

 

 

-

 

 

 

-

 

Additional Paid-in Capital

 

 

906.7

 

 

 

905.3

 

Retained Earnings

 

 

106.3

 

 

 

86.1

 

Accumulated other comprehensive loss, net of taxes of $(1.8) and $(1.7), respectively

 

 

(3.9

)

 

 

(6.1

)

Total Shareholders’ equity - controlling interest

 

 

1,009.1

 

 

 

985.3

 

Noncontrolling interests

 

 

134.1

 

 

 

132.2

 

Total equity

 

 

1,143.2

 

 

 

1,117.5

 

Total liabilities and equity

 

$

1,829.4

 

 

$

1,866.4

 

 

 



 

WORTHINGTON STEEL, INC.
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(In millions)

(Unaudited)

 

 

 

Three Months Ended

 

 

 

August 31,

 

 

 

2024

 

 

2023

 

Operating activities:

 

 

 

 

 

 

Net earnings

 

$

32.2

 

 

$

62.1

 

Adjustment to reconcile net earnings to net cash provided by (used in) operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

16.2

 

 

 

16.9

 

Impairment of long-lived assets

 

 

-

 

 

 

1.4

 

Benefit from deferred income taxes

 

 

(0.9

)

 

 

(0.1

)

Bad debt income

 

 

(0.2

)

 

 

(0.7

)

Equity in net income of unconsolidated affiliate, net of distributions

 

 

(1.3

)

 

 

(9.0

)

Net loss on sale of assets

 

 

0.1

 

 

 

-

 

Stock-based compensation

 

 

2.4

 

 

 

2.8

 

Changes in assets and liabilities:

 

 

 

 

 

 

Receivables

 

 

28.5

 

 

 

(32.9

)

Inventories

 

 

13.2

 

 

 

(43.2

)

Accounts payable

 

 

(25.5

)

 

 

3.6

 

Accrued compensation and employee benefits

 

 

(13.2

)

 

 

(3.5

)

Other operating items, net

 

 

3.1

 

 

 

(18.1

)

Net cash provided by (used in) operating activities

 

 

54.6

 

 

 

(20.7

)

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

Investment in property, plant and equipment

 

 

(21.5

)

 

 

(17.3

)

Net cash used in investing activities

 

 

(21.5

)

 

 

(17.3

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

Transfers from the Former Parent, net

 

 

-

 

 

 

37.4

 

Repayment of short-term borrowings

 

 

(15.0

)

 

 

(2.8

)

Proceeds from revolving credit facility borrowings - swing loans

 

 

146.6

 

 

 

-

 

Repayments of revolving credit facility borrowings - swing loans

 

 

(157.4

)

 

 

-

 

Proceeds from issuance of common shares, net of tax withholdings

 

 

(1.6

)

 

 

-

 

Payments to noncontrolling interests

 

 

(1.9

)

 

 

(1.9

)

Dividends paid

 

 

(8.0

)

 

 

-

 

Net cash provided by (used in) financing activities

 

 

(37.3

)

 

 

32.7

 

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

 

(4.2

)

 

 

(5.3

)

Cash and cash equivalents at beginning of period

 

 

40.2

 

 

 

32.7

 

Cash and cash equivalents at end of period

 

$

36.0

 

 

$

27.4

 

 



 

WORTHINGTON STEEL, INC.
NON-GAAP FINANCIAL MEASURES / SUPPLEMENTAL DATA
(In millions, except volume and per share amounts)

 

The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company also presents certain non-GAAP financial measures including (a) adjusted operating income, (b) adjusted earnings before income taxes, (c) adjusted income tax expense, (d) adjusted net earnings attributable to controlling interest, (e) adjusted net earnings per diluted share attributable to controlling interest, (f) net earnings before interest and taxes attributable to controlling interest (“EBIT”), (g) adjusted net earnings before interest and taxes attributable to controlling interest (“adjusted EBIT”), (h) net earnings before interest, taxes, depreciation and amortization attributable to controlling interest (“EBITDA”), (i) adjusted net earnings before interest, taxes, depreciation and amortization attributable to controlling interest (“adjusted EBITDA”), (j) free cash flow, (k) total debt less cash and cash equivalents (“net debt”), and (l) pro forma adjusted net earnings before interest and taxes attributable to controlling interest (“pro forma adjusted EBIT”).

 

These non-GAAP financial measures typically exclude impairment and restructuring charges (gains), but may also exclude other items that management believes are not reflective of, and thus should not be included when evaluating the performance of, the Company’s ongoing operations. Management uses these non-GAAP financial measures to evaluate the Company’s performance, engage in financial and operational planning, and determine incentive compensation and believes these non-GAAP financial measures provide useful information to investors because they provide additional perspective on the performance of the Company’s ongoing operations. Additionally, management believes these non-GAAP financial measures provide useful information to investors because they allow for meaningful comparisons and analysis of trends in the Company’s business and enable investors to evaluate operations and future prospects in the same manner as management.

 

For the purposes of the subsequent tables, the non-GAAP measures have been adjusted for the items identified below:

Impairment of long-lived assets - impairments are excluded because they do not occur in the ordinary course of the Company’s ongoing business operations, are inherently unpredictable in timing and amount, and are non-cash, so their exclusion facilitates the comparison of historical and current financial results.
Separation costs - direct and incremental costs incurred in connection with the Separation from the Former Parent, including audit, legal, and other fees paid to third-party advisors as well as direct and incremental costs associated with the separation of shared corporate functions which are not part of the Company’s ongoing operations.
Tax indemnification adjustment - tax benefit and indemnification payable adjustments reported in Miscellaneous income (expense), net and income tax expense related to an indemnification agreement with the former owners of Tempel Steel Company (“Tempel”) as a result of a current quarter favorable tax ruling in one of the jurisdictions in which Tempel operates. The indemnification agreement, which was entered into with the former Tempel owners at the time the Company acquired Tempel, provides protection to the Company from rulings by tax authorities through the acquisition date.

 

The following provides a reconciliation to the non-GAAP financial measures adjusted operating income, adjusted earnings before income taxes, adjusted income tax expense, adjusted net earnings attributable to controlling interest and adjusted net earnings per diluted share attributable to controlling interest from the most comparable GAAP measures for the three-month periods ended August 31, 2024, and August 31, 2023.

 

 

 

Three Months Ended August 31, 2024

 

 

 

Operating
Income

 

 

Earnings Before Income Taxes

 

 

Income Tax Expense

 

 

Net Earnings Attributable to Controlling Interest

 

 

Net Earnings per Diluted Share Attributable to Controlling Interest

 

GAAP

 

$

43.4

 

 

$

36.2

 

 

$

4.0

 

 

$

28.4

 

 

$

0.56

 

Tax indemnification adjustment

 

 

-

 

 

 

4.4

 

 

 

4.4

 

 

 

-

 

 

 

-

 

Non-GAAP

 

$

43.4

 

 

$

40.6

 

 

$

8.4

 

 

$

28.4

 

 

$

0.56

 

 



 

 

 

Three Months Ended August 31, 2023

 

 

 

Operating
Income

 

 

Earnings Before Income Taxes

 

 

Income Tax Expense

 

 

Net Earnings Attributable to Controlling Interest

 

 

Net Earnings per Diluted Share Attributable to Controlling Interest

 

GAAP

 

$

69.7

 

 

$

79.1

 

 

$

17.0

 

 

$

58.5

 

 

$

1.19

 

Impairment of long-lived assets

 

 

1.4

 

 

 

1.4

 

 

 

(0.2

)

 

 

0.7

 

 

 

0.01

 

Separation costs

 

 

3.6

 

 

 

3.6

 

 

 

(0.8

)

 

 

2.8

 

 

 

0.06

 

Non-GAAP

 

$

74.7

 

 

$

84.1

 

 

$

16.0

 

 

$

62.0

 

 

$

1.26

 

 

To further assist in the analysis of results for the periods presented, the following volume and net sales information for three-month periods ended August 31, 2024, and August 31, 2023, has been provided along with a reconciliation of the non-GAAP financial measures, EBIT, adjusted EBIT and adjusted EBITDA to the most comparable GAAP measure, which is net earnings attributable to controlling interests. Net earnings margin is calculated by dividing net earnings attributable to controlling interest by net sales. Adjusted EBIT margin is calculated by dividing adjusted EBIT by net sales. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by net sales.

 

 

Three Months Ended

 

 

August 31,

 

(In millions, except volume)

2024

 

 

2023

 

Volume (tons)

 

994,093

 

 

 

1,023,545

 

Net sales

$

834.0

 

 

$

905.8

 

 

 

 

 

 

Net earnings attributable to controlling interest

$

28.4

 

 

$

58.5

 

Interest expense, net

 

2.6

 

 

 

0.5

 

Income tax expense

 

4.0

 

 

 

17.0

 

EBIT

 

35.0

 

 

 

76.0

 

Impairment of long-lived assets(1)

 

-

 

 

 

0.9

 

Separation costs

 

-

 

 

 

3.6

 

Tax indemnification adjustment

 

4.4

 

 

 

-

 

Adjusted EBIT

 

39.4

 

 

 

80.5

 

Depreciation and amortization

 

16.2

 

 

 

16.9

 

Adjusted EBITDA

$

55.6

 

 

$

97.4

 

 

 

 

 

 

Net earnings margin

 

3.4

%

 

 

6.5

%

Adjusted EBIT margin

 

4.7

%

 

 

8.9

%

Adjusted EBITDA margin

 

6.7

%

 

 

10.8

%

 

 

 

(1)
Excludes the noncontrolling interest portion of impairment of long-lived assets of $0.5 million in the prior year period.

 



 

The table below provides a reconciliation from net earnings (loss) attributable to controlling interest (the most comparable GAAP financial measure) to the non-GAAP financial measures, EBITDA and adjusted EBITDA, for each of the past five fiscal quarters and the 12 months ended August 31, 2024, and the 12 months ended May 31, 2024.

 

 

 

First

 

 

Fourth

 

 

Third

 

 

Second

 

 

First

 

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

 

2025

 

 

2024

 

 

2024

 

 

2024

 

 

2024

 

Net earnings (loss) attributable to controlling interest

 

$

28.4

 

 

$

53.2

 

 

$

49.0

 

 

$

(6.0

)

 

$

58.5

 

Interest expense, net

 

 

2.6

 

 

 

2.4

 

 

 

2.9

 

 

 

0.2

 

 

 

0.5

 

Income tax expense (benefit)

 

 

4.0

 

 

 

17.6

 

 

 

14.0

 

 

 

(2.5

)

 

 

17.0

 

Depreciation and amortization

 

 

16.2

 

 

 

16.1

 

 

 

15.9

 

 

 

16.4

 

 

 

16.9

 

EBITDA

 

 

51.2

 

 

 

89.3

 

 

 

81.8

 

 

 

8.1

 

 

 

92.9

 

Impairment of long-lived assets

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

0.9

 

Separation costs

 

 

-

 

 

 

-

 

 

 

1.0

 

 

 

14.9

 

 

 

3.6

 

Tax indemnification adjustment

 

 

4.4

 

 

 

(2.8

)

 

 

-

 

 

 

-

 

 

 

-

 

Adjusted EBITDA

 

$

55.6

 

 

$

86.5

 

 

$

82.8

 

 

$

23.0

 

 

$

97.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trailing 12 months adjusted EBITDA

 

$

247.9

 

 

$

289.7

 

 

 

 

 

 

 

 

 

 

 

 

The following provides a reconciliation of net cash provided by (used in) operating activities (the most comparable GAAP financial measure) to free cash flow for each of the past five fiscal quarters and the 12 months ended August 31, 2024. Free cash flow is a non-GAAP financial measure that management believes measures the Company’s ability to generate cash beyond what is required for its business operations and capital expenditures.

 

 

 

First

 

 

Fourth

 

 

Third

 

 

Second

 

 

First

 

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

 

2025

 

 

2024

 

 

2024

 

 

2024

 

 

2024

 

Net cash provided by (used in) operating activities

 

$

54.6

 

 

$

35.6

 

 

$

44.7

 

 

$

139.9

 

 

$

(20.7

)

Investment in property, plant and equipment

 

 

(21.5

)

 

 

(44.8

)

 

 

(22.4

)

 

 

(18.9

)

 

 

(17.3

)

Free cash flow

 

$

33.1

 

 

$

(9.2

)

 

$

22.3

 

 

$

121.0

 

 

$

(38.0

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trailing 12 months free cash flow

 

$

167.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following provides a reconciliation of total debt (the most comparable GAAP financial measure) to the non-GAAP financial measure net debt. Net debt is calculated by subtracting cash and cash equivalents from total debt (defined as the aggregate of short-term borrowings, current maturities of long-term debt, and long-term debt). As of August 31, 2024, and May 31, 2024, the Company had no long-term debt borrowings. The calculation of net debt as of August 31, 2024, and May 31, 2024, is outlined below.

 

 

 

August 31,

 

 

May 31,

 

 

 

2024

 

 

2024

 

Total debt

 

$

122.2

 

 

$

148.0

 

Less: cash and cash equivalents

 

 

(36.0

)

 

 

(40.2

)

Net debt

 

$

86.2

 

 

$

107.8

 

 

To further assist in the analysis of results for the periods presented, the following information for the three-month periods ended August 31, 2024, and August 31, 2023, has been provided along with a reconciliation of net earnings attributable to controlling interest (the most comparable GAAP financial measure) to pro forma adjusted EBIT. Pro forma adjusted EBIT is a non-GAAP financial measure that management believes includes incremental and on-going impacts to the Company’s operating results as a stand-alone public company resulting from the Separation from the Former Parent. The pro forma financial information assumes the Separation occurred on June 1, 2022, the first day of the Company’s 2023 fiscal year.

 



 

The pro forma financial information has been prepared based upon the best available information and management estimates and is subject to assumptions and adjustments described in the accompanying footnotes. It is not intended to be a complete presentation of the Company’s financial position or results of operations had the Separation occurred as of and for the periods indicated. In addition, the pro forma financial information is being provided for informational purposes only, and is not necessarily indicative of the Company’s future results of operations or financial condition had the Separation and related transactions been completed on the dates assumed. Management believes these assumptions and estimates are reasonable, given the information available on the date of this release.

 

There were no incremental pro forma adjustments made for the three months ended August 31, 2024, given this period included the actual results of operating as a stand-alone public company. For the three months ended August 31, 2023, the adjustments included in the information below represent the adjustments for the period prior to the Separation.

 

 

Three Months Ended

 

 

August 31,

 

 

2024

 

 

2023

 

Net earnings attributable to controlling interest

$

28.4

 

 

$

58.5

 

Interest expense, net

 

2.6

 

 

 

0.5

 

Income tax expense

 

4.0

 

 

 

17.0

 

EBIT

 

35.0

 

 

 

76.0

 

Impairment of long-lived assets(1)

 

-

 

 

 

0.9

 

Separation costs

 

-

 

 

 

3.6

 

Tax indemnification adjustment

 

4.4

 

 

 

-

 

Adjusted EBIT

 

39.4

 

 

 

80.5

 

Pro Forma Adjustments:

 

 

 

 

 

Incremental steel supply agreement margin(2)

 

-

 

 

 

0.9

 

Incremental stand-alone corporate costs(3)

 

-

 

 

 

(4.4

)

Total Pro Forma Adjustments

 

-

 

 

 

(3.5

)

Pro Forma Adjusted EBIT

$

39.4

 

 

$

77.0

 

 

 

 

(1)
Excludes the noncontrolling interest portion of impairment of long-lived assets of $0.5 million in the prior year period.
(2)
Reflects the incremental margin on sales to the Former Parent under the steel supply agreement between the Company and the Former Parent.
(3)
Includes an increase in SG&A expense for the three months ended August 31, 2023, to capture the effects of recurring and ongoing costs required to operate the Company’s stand-alone corporate functions as well as public company costs, offset by lower corporate profit sharing and bonus expense post-separation than what was allocated to the Company in the combined financial statements due to the employee matters agreement with the Former Parent.

 

 

###



EX-99.2 3 ws-ex99_2.htm EX-99.2 EX-99.2

EXHIBIT 99.2

TRANSCRIPT

 

 

 

Worthington Steel, Inc. NYSE:WS

FQ1 2025 Earnings Call Transcript

Thursday, September 26, 2024

12:30 PM GMT

1


 

TRANSCRIPT

 

 

 

 

 

 

Table of Contents

 

 

 

 

Call Participants

 

 

.................................................................

 

 

3

Presentation

.................................................................

4

Question and Answer

.................................................................

8

 

 

2


 

WORTHINGTON STEEL, INC. FQ1 2025 EARNINGS CALL SEP 26, 2024

 

Call Participants

EXECUTIVES

 

Geoffrey G. Gilmore

CEO, President & Director

 

Jeffrey R. Klingler

Executive VP & COO

Timothy A. Adams

VP & CFO

 

Melissa Dykstra

VP of Corporate Communication & Investor Relations

 

 

ANALYSTS

 

John Charles Tumazos

John Tumazos Very Independent Research, LLC

 

Martin John Englert

Seaport Research Partners

 

Philip Ross Gibbs

KeyBanc Capital Markets Inc., Research Division

 

3


 

WORTHINGTON STEEL, INC. FQ1 2025 EARNINGS CALL SEP 26, 2024

 

Presentation

Operator

Thank you for standing by, and welcome to the Worthington Steel's First Quarter Fiscal 2025 Earnings Conference Call. [Operator Instructions]

After the speaker's remarks, there will be a question-and-answer session. [Operator Instructions]

I'd now like to turn the call over to Melissa Dykstra, Vice President of Communications and Investor Relations. You may begin.

Melissa Dykstra

Vice President of Corporate Communications & Investor Relations

Thank you, operator. Good morning, and welcome to Worthington Steel's First Quarter Fiscal Year 2025 Earnings Call. On our call today, we have Geoff Gilmore, Worthington Steel's President and Chief Executive Officer; Jeff Klingler, Executive Vice President and Chief Operating Officer; Tim Adams, Vice President and Chief Financial Officer.

Before we get started, I'd like to remind everyone that certain statements made today are forward-looking within the meaning of the 1995 Private Securities Litigation Reform Act. These statements are subject to risks and uncertainties that could cause actual results to differ from those suggested. We issued our earnings release yesterday after the market closed. Please refer to it for more detail on those factors that could cause actual results to differ materially.

Unless noted as reported, today's discussion will reference non-GAAP financial measures, which adjust for certain items included in our GAAP results and which are presented on a stand-alone basis. You can find definitions of each non-GAAP measure and GAAP to non-GAAP reconciliations within our earnings release.

Today's call is being recorded, and a replay will be made available later today on worthingtonsteel.com. Now I'd like to turn the call over to Geoff Gilmore.

Geoffrey G. Gilmore

CEO, President & Director

Thanks, Melissa. Good morning, everyone, and thank you for joining us. The first quarter of fiscal year 2025 was solid for Worthington Steel despite some headwinds. Our teams are focused on serving our customers and managing the dynamics of our industry and the markets we serve. Demand is stable, and we continue to find solutions for our customers in flat-roll steel processing, electrical steel laminations and tailor-welded blanks.

Our solutions are unique and custom, making us a valued partner. In fact, more than 90% of the steel we transform will go through multiple processes, enabling our customers to improve their end products and solve challenging material needs.

Today, we will share updates on how we continue to execute on our strategy for growth by first, making focused investments in the rapidly growing electrical steel market which supports the transition to a more electrified light vehicle fleet, including hybrid and battery electric vehicles and transformer cores to support the modernization and growth of the nation's electrical infrastructure.

Second, strategic growth via CapEx and selective acquisitions, leading to margin accretive growth. And finally, utilizing transformation. Our system of continuous improvement to increase margins, reduce working capital and add capacity.

When it comes to our electrical steel investments, we remain bullish on the electrified vehicle and transformer markets. Automakers continue to invest in both EV and hybrid technology. And while EV adoption is slower than some anticipated, we are seeing pockets of acceptance and continued growth.

We believe the shift to hybrid technology in some models is a positive for Worthington Steel because we can supply the specialty steel used in a hybrid automatic transmission as well as the electrical steel laminations used in hybrid traction motors.

Electric vehicles, data centers and AI continue to drive the need for electrical infrastructure and there continues to be an 18- to 24-month backlog for transformers. We remain well positioned to capitalize on the decarbonization of transportation, the energy transition to more renewable sources and the much-needed investment in the U.S. infrastructure.

 

4


 

WORTHINGTON STEEL, INC. FQ1 2025 EARNINGS CALL SEP 26, 2024

 

 

Over the quarter, the transformation drove continued improvements in efficiency and productivity. Jeff Klingler will share some examples of innovation and transformation in just a few minutes. Our employees empowered by Our Philosophy and strong culture drive this improvement, not only in our business but also in our communities.

Over the summer, teams across Worthington Steel came together to give back in many ways. From raising money for cancer research to maintaining the community garden to volunteering at a Food Bank, our employees exhibit Our Philosophy each day to support the areas where we live and work.

Our commercial team continues to set the bar high for responding to customer needs. Last month, we had the opportunity to recognize their accomplishments, contributions to our growth and embodiment of Our Philosophy at our national sales meeting. I am honored to lead this team, and I am excited about the progress we've made and the opportunities in front of us.

Our breadth of value-added processing capabilities, end-to-end supply chain management, price risk management solutions and our experienced and dedicated employees continue to differentiate Worthington Steel.

In closing, I'd like to thank each one of our employees for remaining focused on innovating for our customers and executing our strategy. Our strategy and our differentiation position us well to grow and deliver strong returns for our shareholders.

Next, Jeff Klingler will comment on our operations.

Jeffrey R. Klingler

Executive VP & COO

Thanks, Geoff, and good morning, everyone. I'd like to start our operational overview by highlighting our safety efforts. Over the quarter, 6 of our facilities were recognized for reaching the highest level of our SafeWorks Environmental Health and Safety Program. Our facilities in Monroe and Middletown, Ohio; Monroe, Michigan, Cambridge, Ontario, and Puebla and Silao, Mexico led the company in the execution of our SafeWorks program in fiscal 2024.

These teams met 100% of the criteria for safety management system and program audits, creating multiple safety and environmental continuous improvement initiatives and implementing targeted risk reduction plans. Ensuring our employees return home safely after every shift is our #1 priority. This emphasis continues to make Worthington Steel a great place to work and enables higher productivity, better customer responsiveness and stronger returns.

As we look at our operational overview for the quarter, let's start with what we saw in our 2 largest end markets. Sales to the automotive market made up 51% of first quarter fiscal year 2025, a decrease from the same period a year ago when automotive made up 54% of our Q1 fiscal year 2024 sales. Our volume shipped to the automotive market on a direct sale basis decreased 10% in the first quarter of fiscal 2025 compared to the prior year.

We expected some of the variance as several customers opted to change their business model and direct sale to toll processing. Additionally, we believe some Detroit 3 suppliers were pulling ahead orders last year to prepare for a potential strike.

We were unexpectedly challenged during the quarter as one of our key customers adjusted their commercial and pricing strategy. We believe that customer has put those issues behind them and is largely back on track.

Overall, the automotive market remains solid for us. While production timing was off this quarter, we continue to gain market share and provide value-added solutions to help our customers. We believe North American light vehicle production will likely end up

at 15.6 million units for calendar 2024, which is flat compared to calendar year 2023 production but remains on track to reach pre- COVID production levels in the next year or 2.

Our OEM customers continue to anticipate growth in the plug-in hybrid and EV market as adoption continues to grow. Capital investments in our Mexico electrical steel facility will allow us to capitalize on this opportunity. Construction industry remains our second largest market, making up 11% of our sales in the first quarter of fiscal 2025, the same as the prior year quarter.

As we have discussed in the past, construction is a large and diverse market. In the submarkets we serve, we experienced strength in metal framing and building products, combined with strengths in the Cobalt category.

Our expansion projects in Canada and Mexico continue to be on time and on budget with expanded transformer core and electrical steel lamination capacity coming online at the end of calendar year 2025 in those respective facilities.

We continue to receive interest from customers about our additional capabilities at TWB using our licensed ablation technology and are filling our pipeline. The equipment is currently being installed and we remain on schedule. Our initial move into Europe with the addition of the electrical steel facility in Nagold, Germany continues to gain customer interest and commitments.

 

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WORTHINGTON STEEL, INC. FQ1 2025 EARNINGS CALL SEP 26, 2024

 

 

We acquired a strong team of highly skilled people at Nagold, who understand their customers very well.

The ERP project at Tempel is progressing as expected. The entire project will take place over approximately 3 years and will provide the benchmark data needed to enhance our Tempel business through the transformation.

On a related note, I'd like to share a few examples of successful transformation projects. You may recall last quarter, I shared a story from one of our facilities about reducing work-in-progress. I also mentioned that we are launching transformation in our corporate functions. I'm pleased to report that even though we are just starting this work, we are already seeing results from quick wins realized during the process mapping phase.

For instance, we've reduced the time involved in a payroll process by 80%. We've identified ways to decrease the time it takes to configure and distribute PCs to employees by 15% and we've decreased the number of tasks needed to hire an IT contractor by 30%. It's important to note that these changes are happening in the very early stages.

Over time, these small but important wins start the transformation mindset among departments and will add up to what we believe will be significant transformations. This will lead to streamlined work, less time to complete tasks and cost savings while making the work our employees perform every day more valuable and more desirable.

As I wrap up my comments, I want to congratulate the team at our Tempel facility in India. They recently received a best supplier award from Tata Auto Components for their exceptional contribution to Tata's Electric Vehicle Motor Program. The award recognizes our commitment to innovation, quality and excellence in electric vehicle motor manufacturing. Congratulations to that team, and thank you to all our Worthington Steel employees for your great work and contributions.

Now I'll turn the call over to Tim Adams to talk through the financial results.

Timothy A. Adams

VP & CFO

Thank you, Jeff, and good morning. Before I provide some color on the quarter, I would like to remind everyone that the current year first quarter consolidated results on a stand-alone basis are compared with the prior year quarter, which was prepared on a carve-out basis. We started our fiscal year with a solid quarter, reporting first quarter earnings of $28.4 million or $0.56 per share as compared with prior year quarter earnings of $58.5 million or $1.19 per share.

The current quarter results included recognition of a second and final tax court ruling related to a Tempel pre-acquisition matter for which we were indemnified by the former owners of Tempel. The net impact to earnings is zero. However, we recognized $4.4 million of miscellaneous expense related to the indemnity payable and $4.4 million of tax income associated with the refund. The Tempel tax indemnification adjustment for Q1 relates to a 2009 matter, while the matter we discussed in our Q4 2024 results was related to a 2008 Tempel matter.

The prior year quarter included several unique items, including pretax separation expense of $3.6 million or $0.06 per share and a

$1.4 million pretax impairment charge or $0.01 per share related to assets at our consolidated joint venture, Worthington Samuel Coil Processing. Excluding these items, we generated earnings of $0.56 per share in the current quarter compared to $1.26 per share in the prior year quarter.

In addition, in the first quarter, we had estimated pretax inventory holding losses of $16.6 million or $0.25 per share compared to estimated pretax inventory holding gains of $15.5 million or $0.24 per share in the prior year quarter, an unfavorable pretax swing of

$32 million or $0.49 per share.

In the first quarter, we reported adjusted EBIT of $39.4 million, which was down $41.1 million from the prior year quarter adjusted EBIT of $80.5 million. This decrease is primarily due to lower gross margin and lower Serviacero equity earnings.

Gross margin was impacted by lower direct material spreads, including the impact of estimated pretax inventory holding losses and lower direct volumes. Lower direct volume was partially offset by higher toll spreads due to an improved mix within toll processing.

Equity earnings from Serviacero decreased due to lower direct spreads, which were unfavorably impacted by lower steel prices as well as the impact of exchange rate movements.

SG&A was in line with our expectations but $3.2 million higher than the prior year Q1, primarily due to incremental costs associated with being a stand-alone company.

 

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WORTHINGTON STEEL, INC. FQ1 2025 EARNINGS CALL SEP 26, 2024

 

 

Next, I'll provide some content on the market and our shipments. Steel market pricing trended lower throughout the quarter, bottoming at $660 per ton in August, down approximately $150 per ton from May. With the decrease in market pricing, we expect estimated inventory holding losses in the second quarter of fiscal 2025 will be slightly lower than the $16.6 million of estimated inventory holding losses in the first quarter. We estimate inventory holding losses in Q2 could be approximately $10 million to $15 million on a pretax basis.

Flat steel prices prevailed throughout most of July and August, and increased approximately $50 per ton since mid-August. Recently, there have been several steel-related fair trade initiatives announced in the North American market. While we have not quantified the impact, we would expect these cases to result in upward pressure on steel prices over the longer term.

Net sales in the quarter were $834 million, down $72 million or 8% from the prior year quarter, primarily due to lower direct market pricing and lower direct volumes partially offset by a more favorable mix within our toll business, which included a greater proportion of higher value-added processing.

We shipped approximately 1 million tons during the quarter, which was down 3% compared to the prior year quarter. Direct sale volume made up 56% of our mix in both the current year and the prior year quarter. Direct sale volume was down 4% over the prior year quarter, with an increase in construction-related volume that was more than offset by reduced shipments to the automotive market.

Our shipments to the construction market increased 8% on a year-over-year basis, while our direct sale volume to the automotive market was down 10% compared to the prior year quarter. The decrease in automotive volume was primarily due to several programs reaching their end of life, while the replacement platforms continue to experience launch delays as well as lower volumes for several specific programs.

Our automotive book of business continues to be healthy, making up 51% of our sales. We believe the lower year-over-year volume is related to specific platforms and not indicative of the health of our overall automotive book of business, which we are expanding. We are cautiously optimistic about automotive volumes in the coming quarters and look forward to continuing our partnership with our automotive customers.

Toll tons were down 2% year-over-year, primarily due to lower toll pickling with the mill. However, the mix of toll volume was more heavily weighted toward higher value-added products, including tailor-welded blanking and galvanizing.

Similar to the automotive market, we are cautiously optimistic about overall volumes for the next few quarters. as demand appears to be steady.

Turning to cash flows and the balance sheet. Cash flow from operations was $54.6 million and free cash flow was $33.1 million. During the quarter, we spent $21.5 million on capital expenditures related to a variety of projects, including the previously announced electrical steel expansions in Mexico and Canada. On a trailing 12-month basis, we generated $167.2 million of free cash flow. And Wednesday, we announced a quarterly dividend of $0.16 per share payable on December 27, 2024.

In regard to our balance sheet, operating working capital decreased $16.1 million during the first quarter. We ended the quarter with

$36 million of cash, which is down $4 million from year-end. Our ABL debt at August 31 was $122 million, resulting in net debt of

$86 million.

 

In summary, Worthington Steel had a good first quarter, and our team is performing at a very high level. Everyone at Worthington Steel continues to be focused on driving value for our stakeholders on both a near-term and long-term basis. At this point, we would be happy to take your questions.

 

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WORTHINGTON STEEL, INC. FQ1 2025 EARNINGS CALL SEP 26, 2024

 

Question and Answer

Operator

[Operator Instructions] Your first question today comes from the line of Martin Englert from Seaport Research.

Martin John Englert

Seaport Research Partners

You just touched on here within autos. You noted some slower start-up of newer programs that rolled out from previous models and programs. And then you noted some changes in program needs for steel. Is that correct?

Jeffrey R. Klingler

Executive VP & COO

I'm not sure we noted any changes from -- for program needs in steel. But you are correct. We had some model changeover delays that impacted us. We did have a customer who had to sort of retool their commercial strategy which they did and sales rebounded there, and we think that's behind us.

Geoffrey G. Gilmore

CEO, President & Director

And I think, Martin, the third -- Jeff touched on the first 2, definitely a delay in the model changeover. Definitely retooling their strategy or slow to maybe incentivize and offer discounts as our competitors were doing. And then lastly, and this was anticipated. If you look year-over-year, we had the auto strike looming, so there was quite a bit of pull ahead as well. So that was a difference.

Martin John Englert

Seaport Research Partners

Do you think that slower ramp-ups of the newer models, it's kind of essentially some pent-up demand within autos? Where as those get rolling forward, you would expect more of a normalized demand pull, I guess. It sounds like it inhibited some activity within autos in recent history here.

Geoffrey G. Gilmore

CEO, President & Director

Yes, Martin, our assumption would be that it probably will end up being more normalized. When you're a little bit slow on your commercial strategy and you're missing out sales, you're sacrificing market share at that point in time. So I think that will work its way out. Market share will shift where it needs to and you'd see a more normalized auto structure -- auto build structure, I should say.

Martin John Englert

Seaport Research Partners

What was -- why do you think there was a shift away from direct volumes and the pivot towards tolling, I guess, what prompted that, like what was behind that?

Geoffrey G. Gilmore

CEO, President & Director

Yes. Good question. So predominantly, there's 2 areas where you saw a bit of a shift. Number one, we simply were getting more customers looking for us to do toll galvanizing. So that was one piece of it. Another piece and maybe a bigger piece was just a shift in business model with some customers out of Tailor Welded Blanks, where it was their preference to negotiate and own material and then obviously hire us to do the toll processing. So that was a decision they made and certainly one we supported, but that was the change.

Martin John Englert

Seaport Research Partners

Okay. Got it. I know looking back a quarter ago, there was a pretty favorable mix when you look at it excluding holding gains, losses on underlying unit EBITDA for steel. This quarter seem to pivot back to something, I guess, maybe characterized as possibly more normalized. Is that a fair assumption or a readthrough that looking at the current fiscal 1Q underlying EBITDA ex those holding gains and losses, that's more normalized in the ballpark?

 

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Timothy A. Adams

VP & CFO

Yes. Martin, this is Tim. I think what we saw in Q4 was we had a higher proportion of galvanized in our direct sales, right? So what we were trying to signal in Q4 was, hey, that mix was a little higher weighted toward galvanized than it was the rest of the products. So I would say if you're looking at a historical average and Q1 meets that historical average, that's a pretty fair way to look at it.

Martin John Englert

Seaport Research Partners

What are you seeing as far as -- just carving out and looking solely at galv-coated products what are you seeing as far as demand and availability out there? Are you seeing any notable shifts versus what you saw a quarter or 2 quarters ago?

Jeffrey R. Klingler

Executive VP & COO

Sure. This is Jeff Klingler, Martin. Overall, I think we would describe the market as solid automotive despite the small setback last quarter. Ultimately, the year is going to be relatively flat at about 15.6 million units. So pretty flat there. When it comes to other important markets for us, the construction market which is very large and very diverse for us. We're cautiously optimistic about going into calendar '25.

We expect that to cut in interest rates are likely to have a positive impact there. The ag market expected to be muted for the rest of the calendar year, came off a really strong '23 but they continue to face challenges here with lower commodity prices this year, higher interest rates and higher input costs.

We did see some bright spots, however, throughout the year with customers ordering an increased number of grain bins during the summer. And then heavy truck is sort of in the same boat, experienced a pullback in demand that we saw late -- starting in late '23. We expect that to last through the remainder of the year. However, we're expecting some improvement going into the next calendar year there.

Geoffrey G. Gilmore

CEO, President & Director

Martin, I think you -- good overview from Jeff on all the markets. I think you specifically asked about coated and galvanized. And I would mirror Jeff's comments there that, that's another book we're optimistic and feel like demand is going to be stable. Obviously, we have an election. So we're going to stress stable.

I think most would mirror those comments right now. But as we get beyond that and with lower interest rates, the markets we serve with that galvanized product, feeling optimistic overall.

Martin John Englert

Seaport Research Partners

Are you able to say roughly like what kind of utilizations you're running galv lines at? What I'm curious about is ofcourse trade case. And if there's more volume coming back to the domestic market, would you be able to coat more there and maybe serve a bit more volume into the market or spot market outside of your traditional customer base, if there's a need for it in the United States?

Geoffrey G. Gilmore

CEO, President & Director

Well, the way to answer that, certainly, we would have some open capacity, and that's the importance of our transformation, the continuous improvement. The team that we have to constantly be focusing on that and trying to free up capacity and certainly, the trade cases, we're already seeing an impact just from the announcements of galv slowing down coming in. So certainly, that could create some opportunities for us.

I think probably where we'd be most excited is certainly out of Delta, but we also have Spartan. And certainly, we would have capacity there that is open that we would be able to go after additional market and market share.

Operator

Your next question comes from the line of Phil Gibbs from KeyBanc Capital Market.

 

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WORTHINGTON STEEL, INC. FQ1 2025 EARNINGS CALL SEP 26, 2024

 

 

Philip Ross Gibbs

KeyBanc Capital Markets Inc., Research Division

I know last quarter, you gave us an update on electrical steel maybe mid- to longer-term contract wins and allocated capacity at both the Canadian facility and Mexican facility. Anything new to report there in terms of dialogue with your customers?

Jeffrey R. Klingler

Executive VP & COO

Yes, nothing specifically new. We have won some additional business for the future capacity that's coming online in Mexico. So we've got some additional business coming online to fill those presses. 3 of the 5 are installed and pretty much spoken for. The other 2 will be arriving within the next 1 to 3 months and then installation will begin.

I guess I would summarize it by saying just a lot of very positive customer communication and activity around the capacity coming along in Mexico.

Same thing in Canada, we've got a couple of additional customers who want to sign up in advance for some of the additional capacity but nothing specific there in Canada like in Mexico.

Geoffrey G. Gilmore

CEO, President & Director

And Phil, you know this, keep in mind that at this point, it's what we can produce we can ship. Hence, the $84 million investment to add capacity, to be able to continue to service customers' need and increase in demand and then adding the capabilities because our customers want us to provide different products than we're providing today, which is all good news.

Philip Ross Gibbs

KeyBanc Capital Markets Inc., Research Division

And then the equity income. I think it was a little over $1 million in the quarter. Last year, it was $9 million. Is that a volume impact? Is that -- or is that where you're seeing some of the model changeovers on the automotive comparisons? Or is it FIFO hits? Or is it all of the above because that was certainly softer than what we anticipated and I think obviously softer than what you would expect moving forward over the long run?

Timothy A. Adams

VP & CFO

Phil, this is Tim. So Serviacero -- I want to start out with Serviacero remains fundamentally strong and a key part of our strategy. One thing we didn't update you guys on was we are making progress on the new slitter project down there. So we've got new volume coming. The new slitter should be installed by the first of December. But what you're seeing is a combination of 2 things in Serviacero's results and the impact of both is they're kind of weighted the same.

First, Serviacero showed significant decreases in inventory holding gains on a year-over-year basis. So they had significant gains last year and they were much, much smaller this year. And then second, what we're also seeing is the impact of the volatility of the Mexican peso. So as you know, the peso has been highly volatile over the last 12 months.

And last year, Serviacero's results show the impact of an appreciating peso while in the current quarter, we're showing the impact of a depreciating peso. So it's a combination of both those things.

Philip Ross Gibbs

KeyBanc Capital Markets Inc., Research Division

Which one of those things is a stronger impact versus the other?

Timothy A. Adams

VP & CFO

No, they're equally weighted. Equally weighted this quarter.

Philip Ross Gibbs

KeyBanc Capital Markets Inc., Research Division

 

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WORTHINGTON STEEL, INC. FQ1 2025 EARNINGS CALL SEP 26, 2024

 

 

Okay. And then lastly for me on the side of Tempel. I mean it sounds like you're in the early innings of integration of IT systems and other new business practices. What type of returns are you anticipating from some of these things? I think you mentioned the kind of meaningful longer-term cost savings and things of that nature. So trying to understand where your mindset is at regarding the project.

Geoffrey G. Gilmore

CEO, President & Director

I'm going to ask for some grace from you and give us time because we have to right now, stay 100% focused on getting the ERP implemented, Phil. I mean it's just until we get good timely data to set any type of baseline, it's going to be difficult for us to quantify what type of savings we're going to start getting longer term and it's hard to compare. I think as you could imagine, versus what we've achieved in our flat-rolled carbon business.

There's just some differences there. I can just tell you that we're highly optimistic and think we have several opportunities identified, and I'm sure there's going to be a lot more to come.

What I can commit to is just like Jeff Klingler has been doing over the last 3 calls as we're having various continuous improvement events, and we're achieving success when we're able to quantify those, we'll start sharing those with those calling in.

Operator

Your next question comes from the line of John Tumazos from John Tumazos from John Tumazos Very Independent Research.

John Charles Tumazos

John Tumazos Very Independent Research, LLC

Sure, the laser-welded blank business had $200,000 more equity income -- actually, minority interest a little over $200,000 more net income for Worthington. And that's very automotive-related also. Could you explain why the laser-welded blank business was up bucking the trend of the consolidated rest of the company?

Timothy A. Adams

VP & CFO

Yes, John, this is Tim. So I think the easy answer there is our spreads were up at Serviacero-- or sorry, the TWB, I have Serviacero on my brain. But spreads were up at TWB. We had to do some recovery of costs, freight costs and some other costs, and we absolutely had to raise prices to recover those. I would...

John Charles Tumazos

John Tumazos Very Independent Research, LLC

So that product is so differentiated that you can raise prices even when hot-rolled sheet exchange prices were dipping below $700 a ton?

Timothy A. Adams

VP & CFO

That's correct. It is differentiated. It's a very high value-added product. It's typically not hot-roll based. It is -- it's galv and cold rolled. So we are able to -- when we have those situations where -- and everybody is going through these from an inflation standpoint, we had to recover cost there and did the best we could and were able to push price a little bit.

John Charles Tumazos

John Tumazos Very Independent Research, LLC

Cliffs announced that they were going to build transformers in Weirton and make their electrical steel in Butler. And I guess, take it southwest of Weirton to make the transformers. Would that bypass any opportunity for Worthington because they're going to be integrated from start -- from scrap to sales product? Or are there going to be intermediate phases where you could process the steel from the mill and before the Weirton transformer plan? Yes.

Geoffrey G. Gilmore

CEO, President & Director

 

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WORTHINGTON STEEL, INC. FQ1 2025 EARNINGS CALL SEP 26, 2024

 

 

I mean they certainly are making electrical steel today as we know. They're announcing -- they announced that they will be making transformers. I don't know where electrical steel laminations and transformer cores, fit into that scenario at this point. So to the latter part of your question or suggesting, yeah theoretically, they could be a customer.

But more importantly, John, we don't see that as a disruption. As we've said, there's an 18- to 24-month backlog. That market is going to grow much faster than GDP for the next 10 years. So Cleveland-Cliffs entering that space certainly will not disrupt our business.

And more importantly, we're going to continue to support our customers. Our customers are experts at making transformers. And we're the experts of making electrical steel laminations and it's a win-win for us to continue to partner with them. Partnering with them is going to create more shareholder value, and it's going to be better than industry versus us ever trying to leap into that market.

Operator

And that concludes our question-and-answer session. I will now turn the call back over to Geoff Gilmore for some final closing remarks.

Geoffrey G. Gilmore

CEO, President & Director

Thank you for showing interest in Worthington Steel and joining the call this morning. Great questions, and we look forward to performing the balance of the quarter and getting back with you soon. Have a great day. Thank you.

Operator

This concludes today's conference call. Thank you for your participation. You may now disconnect.

 

12


EX-99.3 4 ws-ex99_3.htm EX-99.3 EX-99.3

 

EXHIBIT 99.3

 

img241050635_0.jpg

 

Worthington Steel Declares Quarterly Dividend

 

09/25/2024

 

COLUMBUS, Ohio --(BUSINESS WIRE)-- The board of directors of Worthington Steel, Inc. (NYSE: WS) has declared a quarterly dividend of $0.16 per common share. The dividend is payable on Dec. 27, 2024, to shareholders of record Dec. 13, 2024.

 

Worthington Steel will host a conference call to discuss its fiscal 2025 first quarter results at 8:30 a.m. ET on Thursday, Sept. 26, 2024. A live webcast of the call will be available on the Investor Relations section of the Company’s website at www.WorthingtonSteel.com and will be archived for one year.

 

Live Conference Call Schedule

Date:

Thursday, September 26, 2024

Start Time:

8:30 a.m. ET

Conference ID:

5714141

Toll-Free Dial-In Number:

888.510.2553

 

To automatically receive Worthington Steel financial news by email, please visit https://ir.worthingtonsteel.com and subscribe to email alerts.

 

About Worthington Steel

 

Worthington Steel (NYSE:WS) is a metals processor that partners with customers to deliver highly technical and customized solutions. Worthington Steel’s expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions are driving steel toward a more sustainable future.

As one of the most trusted metals processors in North America, Worthington Steel and its approximately 5,000 employees harness the power of steel to advance our customers’ visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination. Headquartered in Columbus, Ohio, Worthington Steel operates 32 facilities in seven states and six countries. Following a people-first Philosophy, commitment to sustainability and proven business system, Worthington Steel’s purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities.

 

Safe Harbor Statement

 

Worthington Steel wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act"). Statements by Worthington Steel which are not historical information constitute "forward looking statements" within the meaning of the Act. All forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from those projected. Factors that could cause actual results to differ materially include risks, uncertainties and impacts described from time to time in Worthington Steel’s filings with the Securities and Exchange Commission.

 

Melissa Dykstra
Vice President

Corporate Communications and Investor Relations
Phone: 614-840-4144
Melissa.Dykstra@worthingtonsteel.com

Source: Worthington Steel, Inc.

 

###


EX-99.4 5 ws-ex99_4.htm EX-99.4

Slide 1

Worthington Steel Investor Presentation | September 2024 Exhibit 99.4


Slide 2

Safe Harbor Statement Selected statements contained in this release constitute “forward-looking statements,” as that term is used in the Private Securities Litigation Reform Act of 1995 (the “Act”).  The Company wishes to take advantage of the safe harbor provisions included in the Act.  Forward-looking statements reflect the Company’s current expectations, estimates or projections concerning future results or events.  These statements are often identified by the use of forward-looking words or phrases such as “believe,” “anticipate,” “may,” “could,” “should,” “would,” “intend,” “plan,” “will,” “likely,” “expect,” “estimate,” “project,” “position,” “strategy,” “target,” “aim,” “seek,” “foresee” and similar words or phrases. These forward-looking statements include, without limitation, statements relating to:  future or expected cash positions, liquidity and ability to access financial markets and capital; outlook, strategy or business plans; the anticipated benefits of the Company’s separation from Worthington Enterprises, Inc. (the “Separation”); the expected financial and operational performance of, and future opportunities for, the Company following the Separation; the tax treatment of the Separation transaction; the leadership of the Company following the Separation; future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, margins, balance sheet strengths, debt, financial condition or other financial measures; pricing trends for raw materials and finished goods and the impact of pricing changes; the ability to improve or maintain margins; expected demand or demand trends for the Company or its markets; additions to product lines and opportunities to participate in new markets; expected benefits from transformation and innovation efforts; the ability to improve performance and competitive position at the Company’s operations; anticipated working capital needs, capital expenditures and asset sales; anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof; projected profitability potential; the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations; projected capacity and the alignment of operations with demand; the ability to operate profitably and generate cash in down markets; the ability to capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets; expectations for Company and customer inventories, jobs and orders; expectations for the economy and markets or improvements therein; expectations for generating improving and sustainable earnings, earnings potential, margins or shareholder value; effects of judicial rulings; the ever-changing effects of the novel coronavirus (“COVID-19”) pandemic and the various responses of governmental and nongovernmental authorities thereto on economies and markets, and on our customers, counterparties, employees and third-party service providers; and other non-historical matters.      Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, those that follow:  our ability to successfully realize the anticipated benefits of the Separation; the effect of conditions in national and worldwide financial markets, including inflation, increases in interest rates and economic recession, and with respect to the ability of financial institutions to provide capital; the impact of tariffs, the adoption of trade restrictions affecting the Company’s products or suppliers, a United States withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships; changing oil prices and/or supply; product demand and pricing; changes in product mix, product substitution and market acceptance of the Company’s products; volatility or fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities, labor and other items required by operations (especially in light of Russia’s invasion of Ukraine); effects of sourcing and supply chain constraints; the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters; effects of facility closures and the consolidation of operations; the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction and other industries in which the Company participates; failure to maintain appropriate levels of inventories; financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom the Company does business; the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts; the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from transformation initiatives, on a timely basis; the overall success of, and the ability to integrate, newly acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom; capacity levels and efficiencies, within facilities, within major product markets and within the industries in which the Company participates as a whole; the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, labor shortages, interruption in utility services, civil unrest, international conflicts (especially in light of Russia’s invasion of Ukraine), terrorist activities or other causes; changes in customer demand, inventories, spending patterns, product choices, and supplier choices; risks associated with doing business internationally, including economic, political and social instability (especially in light of Russia’s invasion of Ukraine), foreign currency exchange rate exposure and the acceptance of the Company’s products in global markets; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; the effect of inflation, interest rate increases and economic recession, as well as potential adverse impacts as a result of the Inflation Reduction Act of 2022, which may negatively impact the Company’s operations and financial results; deviation of actual results from estimates and/or assumptions used by the Company in the application of its significant accounting policies; the level of imports and import prices in the Company’s markets; the impact of environmental laws and regulations or the actions of the United States Environmental Protection Agency or similar regulators which increase costs or limit the Company’s ability to use or sell certain products; the impact of increasing environmental, greenhouse gas emission and sustainability regulations and considerations; the impact of judicial rulings and governmental regulations, both in the United States and abroad, including those adopted by the United States Securities and Exchange Commission (“SEC”) and other governmental agencies as contemplated by the Coronavirus Aid, Relief and Economic Security (CARES) Act, the Consolidated Appropriations Act, 2021, the American Rescue Plan Act of 2021, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; the effect of healthcare laws in the United States and potential changes for such laws, which may increase the Company’s healthcare and other costs and negatively impact the Company’s operations and financial results; the effect of tax laws in the United States and potential changes for such laws, which may increase the Company's costs and negatively impact its operations and financial results; cyber security risks; the effects of privacy and information security laws and standards; and other risks described from time to time in the Company’s filings with the SEC, including those described in “Part I – Item 1A. – Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024 and its subsequent filings with the SEC.    Forward-looking statements should be construed in the light of such risks. The Company notes these factors for investors as contemplated by the Act. It is impossible to predict or identify all potential risk factors. Consequently, you should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. The Company does not undertake, and hereby disclaims, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.    


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Investment Highlights 2. Long-standing customer relationships focused on value creation and best-in-class service delivery 1. Well-positioned to capitalize on opportunities resulting from the energy transition with our electrical steel products 3. Strong balance sheet and ample liquidity to pursue attractive growth opportunities via strategic capital investments and/or value-enhancing acquisitions Successful, experienced management team with a proven playbook and track record of delivering value 4.


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+ Building A Differentiated Steel Processing Company Worthington Steel founded in 1955 with a focus on providing custom processed steel First public stock offering in 1968 Established market leading joint ventures to bring additional value to our customers Steel Pickling Company Introduction of Worthington Business System Worthington Steel is poised to drive value as a standalone company Introduction of the Worthington Philosophy and Profit Sharing Rapid growth powered by innovation with unique culture focused on the “Golden Rule” Codified safety program Strategic acquisitions to expand Worthington’s core competencies and enter attractive end-markets BlankLight® Assets Strip Steel Assets Cleveland Facility 1955 1960s 1970s – 1980s 1990s – 2000s 1992 1996 2007 2010s 2020s 2023 Automotive Components Nagold, Germany 1971 Worthington Steel changed its name to Worthington Industries to reflect new areas of business


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Spin-off Unlocks Shareholder Value 4 Enhanced Agility and Sharpened Strategic Focus Pursue strategy and growth initiatives with a focus on our distinct business and operations Address unique operating needs and pursue targeted opportunities to enhance long-term growth and profitability Tailored Capital Structures and Capital Allocation Strategies Modest leverage and ample liquidity combined with strong cash flows Flexibility to deploy capital toward specific growth opportunities that align with our strategy Shareholder Value Creation Company value proposition easier for investors to understand and more appropriately compare to peer group Allow investors to more effectively evaluate our investment theses, performance and future growth prospects 1 2 3


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Value-added Metals Processing Company TTM Financial Metrics2 Volume Delivered (tons) 4.0M Direct / Toll (tons) 2.2M / 1.8M Net Sales $3.4B Adjusted EBITDA / Margin $248M / 7.4% Free Cash Flow $167.2M Capex / % of sales $107.6M / 3.2% Dividend (Annualized Rate) $0.64 1955 Founded Columbus, OH Headquarters 32 Locations1 ~5,000 Employees1 ~$1.8B4 Market Capitalization As a leader in the markets we serve, we boldly drive the metals industry toward a sustainable future as the most trusted, most innovative and most value-added metals processing partner in North America and beyond. OUR VISION 1 Includes JV people & locations; 2 TTM ended August 31, 2024; 3 Excludes pro-rata share of unconsolidated JVs; 4 As of August 31, 2024. Net Sales by End-Market2,3


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We Occupy a Unique Position in the Steel Supply Chain Where We Operate Mills Service Centers Melt Hot Roll Coil (HRC) Hot Roll Conversion Pickling / scale removal Hot dip galvanizing Specialty Processing Specialty cold rolling, temper pass, annealing, heavy gauge and configured blanking Electrical steel lamination manufacturing Tailor welded solutions Dimensional Processing Slitting to Width Cutting to Length Warehouse & Distribute The Breadth of Value-Added Processing Capabilities End-to-End Supply Chain Management Price Risk Management Solutions WHY WE WIN What Differentiates Worthington Steel from Competitors Across the Steel Supply Chain


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Building on Market Leadership Position Blue-Chip Customer Recognition and Accolades Note: Rankings based on management estimates. Global Manufacturer of Electrical Steel Laminations and Cores #3 #1 Producer of Tailor Welded Blanks in North America #1 Trader of Steel Futures by Volume Among North American Service Centers #1 Network of Independent Picklers in North America #1 Independent Producer of Hot Dipped Galvanized Steel in North America #2 Independent Flat Rolled Service Center in Mexico Supplier of the Year 2020, 2021 & 2023 2021 Schaeffler Supplier Excellence Award 2021, 2022 & 2023 Partner Level Supplier and inducted into 10-year Hall of Fame 2020 Raw Material Supplier of the Year 2022 Global Supplier Award in "Lead Electric Propulsion" Zero PPM Award for Manufacturing Excellence 2023 Supplier of the Year 2022 Tata AutoComp Systems 2024 Supplier Award for Synergy


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Joint Ventures Wholly Owned Network and Services to Deliver Added Value to Customers 1 Includes Worthington Steel’s consolidated and unconsolidated joint ventures. 32 Manufacturing Facilities Primarily Located in North America1 Key Operations Strategically Located Proximate to Suppliers and Customers Expertise in Optimizing SupplyChains and Minimizing Total Landed Cost 90% of Sales in North America; 10% of Sales in Asia and Europe


Slide 10

Joint Ventures Expand Our Processing Capabilities and Reach Note: Volumes shown are total tons shipped from the fiscal year ended May 31, 2024, presented on a 100% basis. 1 Worthington Samuel Coil Processing. TWB (55%) Partner: BAOSteel Tailor welded products for the automotive industry Operates 11 facilities in US, Canada, Mexico Growth Initiative - Adding ablation equipment to pursue new market 300k Direct Tons 125k Toll Tons Partner: Serviacero Pickling, heavy gauge blanking, and slitting Operates 3 steel processing facilities in Mexico Growth Initiative - New slitter available late 2024 to process recent program wins Serviacero Worthington (50%) 450k Direct Tons 125k Toll Tons Partner: Cleveland-Cliffs A cold-rolled, hot-dipped coating line producing galvanized, galvannealed and aluminized products Single facility in Michigan Growth Initiative – Added Type 1 aluminized capability Spartan Steel Coating (52%) 450k Toll Tons Partner: Samuel, Son & Co. Pickling and slitting for the automotive, fabrication and appliance markets Operates 2 pickling facilities in Ohio WSCP1 (63%) 625k Toll Tons


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Agriculture Combines Grain bins Center pivot irrigation Hay bailers Auger, chain, blades and plow components Construction Metal buildings Garage doors & rail systems Corrugated steel pipe Metal framing Strut and conduit Fencing Energy Transformer cores for power distribution Racking and mounts for solar applications Generators, including large scale & home power generation Truck / Trailer Wheel rims Frames Suspensions Trailer components Drivetrain Automotive Traction motors for BEVs /hybrids including trucks Automatic transmissions for hybrids / ICE Frames and chassis Seat rails Body structure Our Steel is Used in a Variety of End Markets and Applications Note: BEVs = battery electric vehicles; Hybrids = full and mild hybrids and contain both traction motors and internal combustion engines; ICE = internal combustion engine vehicles.


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Diversified Customer Base, Many With Decades-Long Relationships Critical Supplier to Blue-Chip Companies Across End Markets Note: Sales based on TTM ended August 31, 2024.


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Strategy Focused on Growth Focused Investments in the rapidly growing electrical steel market Strategically expanding our capacity for highly technical electrical steel products to meet demand for improved electrical infrastructure and electric vehicles (including battery electric and hybrid) Margin-Accretive Growth using a strong commercial focus combined with disciplined strategic capex and acquisitions Capitalizing on attractive growth opportunities Base Business Improvements through our Transformation to improve margins, reduce working capital and add capacity Transformation remains unique among our peer group


Slide 14

Leveraging Lean Practices and Technology Systematic approach to business improvement  Optimizing working capital Predictive analytics and automation enhance efficiency, reduce downtime and improve safety TRANSFORMATION INNOVATION Tailored Customer Solutions Cross-functional teams Sophisticated supply chain management Price risk management Metallurgical expertise for customized solutions ACQUISITION Adding Capabilities for Above-Market Growth Green energy transition: Tempel provides direct exposure to the global decarbonization movement and power grid modernization / expansion Automotive lightweighting: Acquisition of Shiloh BlankLight® expanded offerings for fuel-efficiency, cost reduction and part consolidation Worthington Business System is the Foundation for Driving Improved Profitability Our people-first Philosophy is rooted in the Golden Rule: We treat our employees, customers, suppliers and shareholders as we would like to be treated


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Customized End-to-End Supply Chain Solutions Strategic Operating Footprint Price Risk Management Experienced Technical Team Unique Mix of Processing Capabilities Entrenched Customer Relationships Beginning with Material from our Mill Partners Worthington Steel Offers a Wide Range of Value-Added Processing Capabilities and Services Serving Customers Across Attractive End Markets Our Differentiated Business Model Drives Worthington Steel Forward


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Case Study: Using the Transformation Resulted in ~$2.3M in Annualized Savings OBJECTIVES Improve gauge-reduction performance to reduce scrap and processing time Leverage insights from various holistic data set and business intelligence tools to identify opportunities for improvement GOAL: Margin Expansion Through Operational Excellence FOCUS: Columbus Tandem Mill $2M Scrap Savings from Reduced / Optimized Footage $315k Improved Performance and Reduced Processing Time APPROXIMATE ANNUAL SAVINGS ACHIEVED


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Results Case Study: Product Improvements That Meet Changing Customer Needs for Lightweighting Since 2000, we have successfully launched more than 500 lightweighting production parts “Voice of Customer” Approach to New Product Development Driving Market Share Gains and Improved Customer Intimacy Continued Enhancements to Core Offerings At the Forefront of EV Battery Box Design Hot Stamped Door Ring Advanced, High-strength Tailor Welded Frame Rails Capitalizes on lightweighting and part consolidation trends Adopted by most North American light duty truck manufacturers Upper / LowerBattery Covers Deep Drawn Battery Tray A leading supplier to North Americanautomotive producers Innovative product solution in development 


Slide 18

Well Positioned to Capitalize on Key End Market Trends Worthington Steel Product Offering Key Trends Worldwide transition to electric vehicles and OEM push for lightweighting innovation supporting automotive steel demand Transition to renewable energy driving demand for our products Upgrading aging infrastructure and electrical grid in the U.S. will require a significant amount of steel Market Growth Drivers >70% of passenger vehicles sold globally in 2030 expected to be battery or hybrid 6.1% Projected CAGR through 2040 $1 Trillion infrastructure bill signed in 2021 Decarbonization of Transportation Energy Transition Infrastructure Tailored Blanks Electrical Steel Laminations EV Traction Motors Automotive Frames GalvanizedSteel Electrical Steel Laminations Solar Panel Racks Transformer Cores Galvanized Steel Electrical Steel Laminations Transformer Cores Drainage Culvert / Renewables Sources: 1 S&P Global Mobility, E-Motor Production Forecast, July 2024, includes mid- and full-hybrids; 2 Advention, 2022 Transformer Market Study estimates based on market interviews; 3 White House (Inflation Reduction Act Guidelines, January 2023). 1 2 3


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Focused Strategic Investments in Electrical Steel Expanding production capacity Total expected capex = $85M (~$28M spent through 8/31/24) Building expansion nearing completion 3 of 5 new presses installed two more scheduled during Q2 2025 Targeting start of production for fall 2025 Adding capacity to existing core-making operation to help customers close 2-year backlog on transformer orders Total expected capex = $85M (~$33M spent through 8/31/24) Awarded enough new business to fill 50% of the additional capacity Targeting start of production for late calendar 2025 Expect Steady State EBITDA Margins to Be Accretive Mexico: Increase Motor Lamination Capacity to Meet Growing xEV Demand Canada: Increase Transformer Core Making Capacity to Meet Demand


Slide 20

Resilient Financial Performance Despite Commodity Volatility Net Sales ($M) & Volumes (M Tons) Adjusted EBITDA ($M) & Margin (%) Estimated Holding G/(L)1 $22 ($49) ($3) ($36) Strategic Acquisitions: Note: FY is fiscal year ended May 31. TTM ended August 31, 2024. 1. Estimated Inventory Holding Gains or Losses in respective period.


Slide 21

How Worthington Steel Mitigates Volatility in Steel Pricing Worthington Business System to manage inventory Deployed to drive inventory lower within carbon flat-rolled locations; opportunities remain Inventory down 16% on a tons basis Use firm-priced contracts where possible to lock in margin Customers choose contract mechanisms that best fit their business Mirror customer and supplier contract mechanisms (e.g., buy/sell on quarterly CRU) ~100% of contracts are mirrored Utilize steel futures when fixed pricing is not offered by a mill We Minimize Steel Holding Gains and Losses Note: Fiscal year ended May 31. Worthington Business System Helps Drive Down Inventory Transformation Launch Advanced Analytics Lean Flow Baseline Historical Hot-Rolled Steel Price ($/ton)


Slide 22

RECENT EXAMPLES Pathway to Margin Expansion Strategy to Achieve 10%+ Adj. EBITDA Margin Target Levers to Improve Profitability Focus onhigh margin products Drive out waste and reduce costs Introduce higher margin new products and processes Acquire margin accretive businesses 10%+ Note: Fiscal year ended May 31. Applying Transformation to corporate functions Expanding electrical steel capabilities in Canada and Mexico Licensed ablation technology to open new opportunities for TWB Nagold acquisition adds European manufacturing for electrical steel


Slide 23

Strong Cash Flow Supports Growth Initiatives Note: FY is fiscal year ended May 31. TTM as of August 31, 2024. 1 Operating Working Capital defined as accounts receivable plus inventory minus accounts payable. Operating Cash Flow ($M) Operating Working Capital1 ($M) Capex ($M) $36 $45 $103 $108 Steel Price ($/ton) $1,600 $890 $870 $820


Slide 24

Capital Investments to Strengthen and Grow Market Position Capital Expenditures ($M) Capex (% of Sales) 1.4% 0.9% 1.3% 3.0% Strategic Capital Investments Increasing Lightweighting Capabilities/Capacity Hot Galvanizing Line: produce Type 1 aluminized steels for the automotive industry Laser Welding: support lightweighting targets for new Battery EV models Ablation: produce Hot Formed Tailored Blanks for automotive lightweighting applications Investing in Electrical Steel Capacity/Capability Transformer Core Lamination Expansion: adding capacity and capability in Canada xEV Focus Factory: expanding electrical steel lamination offering in Mexico Maintenance Capital Category includes equipment, information technology and environmental, health & safety Philosophy toward maintenance spending is to maintain key assets in market ready condition


Slide 25

Capital Structure Supports Growth Initiatives Note: Fiscal 2025 First Quarter ended August 31, 2024; 1 Trailing Twelve Month Net Leverage defined as Net Debt at period end divided by Trailing Twelve Month Adjusted EBITDA; 2 Total Liquidity defined as total capacity of ABL facility less net debt. Balance Sheet Summary ($M) Total Debt $122 (-) Cash $36 Net Debt $86 Trailing Twelve Month Adjusted EBITDA $248 Trailing Twelve Month Net Leverage1 0.35x Total Liquidity2 $464 Accomplished initial goal for a strong balance sheet at Spin Date Expect to maintain a flexible capital structure with modest leverage and ample liquidity Current credit facility consists of: $550M ABL facility, maturing in 2028 Goal is to maintain sufficient liquidity and flexibility to execute on our business strategy Pursue high-return organic growth opportunities Target strategic accretive acquisitions Return capital to shareholders


Slide 26

M&A Is a Key Part of Our Strategy BlankLight® Assets Strip Steel Assets Cleveland Facility Automotive Components Nagold, GER Select Acquisitions Investment Criteria Immediately accretive to earnings per share and increases overall EBITDA margin Well-run, successful companies with strong management teams Culture aligns with Our Philosophy Opportunities to increase value through Transformation and synergy capture Strengthen our business in current markets or provide access to new, attractive and more niche markets


Slide 27

Disciplined Framework Designed to Drive Shareholder Value Organic Growth Strategic M&A Shareholder Return Maintain operations in market ready condition Grow capacity to meet electrical steel and lightweighting demand Pursue high IRR capacity additions Target acquisition opportunities that are expected to be immediately accretive to earnings Leverage track record and skill set to integrate bolt-on opportunities and realize synergies Focus on maximizing shareholder return Expect to pay a modest dividend Long-term intention to pursue opportunistic share buybacks …and Maintain Ample Liquidity and Financial Flexibility to Support Strategic Initiatives and Resiliency Through the Cycle


Slide 28

More than 200 Combined Years of Experience Managing Through Steel Price Cycles and Shifting Macroeconomic Climates with Proven Ability to Execute M&A Experienced Management Team to Drive Strategy CLIFF LARIVEY SVP of Commercial, Purchasing & Price Risk Mgmt BILL WERTZ VP of Transformation & Chief Information Officer GEOFF GILMORE President & Chief Executive Officer JEFF KLINGLER Executive VP & Chief Operating Officer TIM ADAMS VP & Chief Financial Officer JOE HEUER VP & General Counsel MELISSA DYKSTRA VP of Corporate Communications & Investor Relations BRAD KERN VP of Operations NIKKI BALLINGER VP of Human Resources STEVE WITT Corporate Controller


Slide 29

Investment Highlights 2. Long-standing customer relationships focused on value creation and best-in-class service delivery 1. Well-positioned to capitalize on opportunities resulting from the energy transition with our electrical steel products 3. Strong balance sheet and ample liquidity to pursue attractive growth opportunities via strategic capital investments and/or value-enhancing acquisitions Successful, experienced management team with a proven playbook and track record of delivering value 4.


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Appendix


Slide 31

Reconciliation of Non-GAAP Financial Measures These materials present certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles, or GAAP. Management believes these non-GAAP measures provide useful supplemental information on the performance of the Company’s ongoing operations and should not be considered as an alternative to the comparable GAAP measure. Additionally, management believes these non-GAAP measures allow for meaningful comparisons and analysis of trends in the Company’s business and enable investors to evaluate operations and future prospects in the same manner as management. A reconciliation of each non-GAAP measure to its most directly comparable GAAP measure is outlined below. The following provides an explanation of each non-GAAP measure presented in these materials: Adjusted EBITDA is defined as Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, and consists of EBITDA (calculated by adding or subtracting, as appropriate, interest expense, income tax expense and depreciation and amortization to/from net earnings attributable to controlling interest), which is further adjusted to exclude impairment and restructuring charges (gains) as well as other items that management believes are not reflective of, and thus should not be included when evaluating the performance of its ongoing operations. Impairment of long-lived assets - impairments are excluded because they do not occur in the ordinary course of the Company’s ongoing business operations, are inherently unpredictable in timing and amount, and are non-cash, so their exclusion facilitates the comparison of historical and current financial results. Restructuring activities - restructuring activities consist of items that are not part of the Company’s ongoing operations, such as divestitures, closing or consolidating facilities, employee severance (including rationalizing headcount or other significant changes in personnel), and realignment of existing operations (including changes to management structure in response to underlying performance and/or changing market conditions). Separation costs - direct and incremental costs incurred in connection with the Separation from the Former Parent, including audit, legal, and other fees paid to third-party advisors as well as direct and incremental costs associated with the separation of shared corporate functions which are not part of the Company’s ongoing operations. Tax indemnification adjustments - tax related indemnification adjustments reported in Miscellaneous income (expense), net and income tax expense related to an indemnification agreement with the former owners of Tempel Steel Company (“Tempel”) as a result of tax rulings in one of the jurisdictions in which Tempel operates. The indemnification agreement, which was entered into with the former Tempel owners at the time the Company acquired Tempel, provides protection to the Company from rulings by tax authorities through the acquisition date. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by net sales. Free Cash Flow is defined as operating cash flows less capital expenditures. For additional information with respect to Worthington Steel, please refer to our most recent Form 10-K.