Worthington Enterprises, Inc.

Hello and welcome to the Worthington Industries fourth quarter fiscal 2023 earnings conference call. All participants will be able to listen only until the question and answer session of the call. This conference is being recorded at the request of Worthington Industries. If anyone objects, you may disconnect at this time. I'd like to introduce Marcus Rogi, treasurer and investor relations officer. Mr. Rogi, you may begin.

Thank you, Chris. Good morning, everyone, and welcome to Worthington Industries' fourth quarter fiscal 2023 earnings call. On our call today, we have Andy Rose, Worthington's president and chief executive officer, and Joe Hayek, Worthington's chief financial officer. In addition, we also have Tim Adams, who is currently the vice president of strategy and corporate development for our steel processing business, and who will become the CFO of the steel company after we complete the planned business separation. 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 risk 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. Today's call is being recorded. and a replay will be made available later on our worthingtonindustries.com website. At this point, I will turn the call over to Joe for a discussion of the financial results.

Thank you, Marcus. Good morning, everybody. We finished the fiscal year with a very strong quarter, reporting Q4 earnings of $2.61 a share versus $1.61 a year ago. There were a few unique items that impacted our quarterly results, including the following. We incurred pre-tax expense of $8 million, or 13 cents per share, related to the planned separation of our steel processing business into a new public company, which we expect to complete by early counter 2024. We recognized a modest impairment charge in steel processing related to some equipment we no longer use, which was offset by a one-time non-recurring gain in our cabs JV during the current quarter. This compares to a small restructuring gain of 3 cents per share in the prior year quarter. Excluding these items that were unique, we generated record quarterly earnings of $2.74 per share in the current quarter compared to $1.58 per share in Q4 of last year. In addition, in Q4, we had inventory holding gains estimated to be $33 million or 49 cents a share compared to inventory holding losses of 42 million or 64 cents a share in Q4 of 2022. Solidated net sales in the quarter of $1.2 billion decreased 19% from the prior year due to lower average selling prices in steel processing combined with lower volumes across most of our segments. Gross profit for the quarter increased to $244 million from $168 million in the prior year quarter, and our gross margin increased to 19.9% from 11%, primarily due to improved spreads in steel processing. Our adjusted EBITDA in Q4 was a record $211 million, up from $139 million in Q4 of last year, and our adjusted EBITDA in fiscal 2023 was $515 million. With respect to cash flows in our balance sheet, cash flows from operations was $229 million in the quarter, and free cash flow was $212 million. In fiscal 2023, we generated $539 million in free cash flows. During the quarter, we invested $18 million on capital projects and paid $15 million in dividends. We also received $51 million in dividends from our unconsolidated JVs during the quarter, a 92% cash conversion rate on that equity income. Looking at our balance sheet and liquidity position, Funded debt at quarter end of $693 million was flat sequentially. Net interest expense of $5 million was down by $3 million, primarily due to interest income we earned on our cash balances and to a lesser extent lower average debt levels. We continue to operate with extremely low leverage levels, and our net debt to trailing EBITDA leverage ratio is now under 0.5 times. We believe we are very well positioned for the future with ample liquidity ending Q4 with $455 million in cash and over $500 million in availability on our revolving credit facilities. Yesterday, the Board declared a dividend of 32 cents per share for the quarter, which is payable in September of 2023. This is a 3% increase over last quarter and marks the 13th consecutive year we have increased our dividend. We're very pleased to be able to continue rewarding our shareholders as we deliver strong results. We'll now spend a few minutes on each of the businesses. In consumer products, net sales in Q4 were 181 million, down slightly from 186 million a year ago. The decrease was primarily driven by lower volumes, partially offset by the inclusion of Level 5's results. Adjusted EBIT for the consumer business was 26 million, and adjusted EBIT margin was 14.2% in Q4, compared to 29 million and 15.8% last year. Consumers' earnings and cash flows for the current quarter were strong, and adjusted EBIT increased by 43% on a sequential basis as we saw a return to seasonal patterns. While point-of-sale data suggests that consumers are spending less in stores, our products are typically not considered big-ticket items and are used for home projects or to enjoy celebrations, cookouts, and camping trips. We believe this dynamic positions us well regardless of economic conditions. The consumer team continues to do a great job managing the business while developing new and innovative branded products. In fact, we launched the Balloon Time Mini helium tank last month. An outcome of our voice of customer research, this patent-pending, innovative new product is compact and easier to use, opening up more opportunities for distribution and potential new channels. The Balloon Time Mini is currently available in select Meijer stores and will launch more broadly across the U.S. later this fall. Building products generated net sales of $142 million in Q4, down 18% from $173 million a year ago. Decrease was driven by lower volumes, partially offset by favorable shift in product mix. Building products generated adjusted EBIT of $59 million for the quarter, and adjusted EBIT margin was 41.6%, compared to $64 million and 36.8% in Q4 of last year. The decrease in EBIT was driven by our wholly-owned businesses, which saw operating income decrease by $10 million year-over-year from record results due to lower volumes in residential construction and maintenance end markets, which continue to see some destocking compared to a year ago. The headwinds in our wholly-owned business were partially offset by higher equity earnings contributions from our building products JVs, which collectively contributed $50 million in Q4, $6 million more than they did a year ago. Star Teacher and Wave both continue to perform well, generating year-over-year earnings growth while their end markets are being impacted by interest rates and economic uncertainty. Our building products team continues to do an excellent job executing in the current environment while investing in innovation and long-term profitable growth. In Q4, building products shipped a first-of-its-kind patent-pending cylinder called PowerCore. This disruptive, innovative new containment solution gives contractors the power to increase productivity by spraying water-based adhesives onto a surface with speed and efficiency where previously those adhesives could only be applied manually. In sustainable energy solutions, net sales in Q4 of $45 million were up 10%, or $4 million from the prior year, driven by higher average selling prices. SCS reported the adjusted EBIT of $3 million in the current quarter compared to a loss of $2 million in Q4 of last year. The economy in Europe continues to be challenging, and SCS's results will be impacted as a result. We believe our team continues to do an excellent job executing in the current environment while positioning that business as an important part of the supply chain that will enable the global transition to low and zero emissions mobility. At this point, I will turn it over to Tim to discuss steel processing results.

Thanks, Joe. In steel processing, net sales of $860 million were down 23% from $1.1 billion in Q4 of last year, primarily due to lower average selling prices. In Q4 of last year, the market price for hot-rolled steel was $1,300 a ton, while in Q4 of this year, the market price was just over $1,100 per ton, resulting in a 23% decrease in our average selling prices. Total tons shipped were down 2% compared with the prior year quarter. Excluding the impact of divestitures, direct sale tons were down 1%, while total tons shipped were up 8%, primarily due to increased volumes with the mills. Direct sale tons made up 57% of the mix compared to 56% of the mix in Q4 of 2022. From a demand perspective, we're seeing modest increases in automotive production, but we continue to experience softness in both residential and non-residential construction, which have been impacted by rising interest rates. In Q4, steel processing reported adjusted EBIT of 96 million, which was up 80 million from the 16 million reported in the prior year quarter. In the quarter, we had estimated inventory holding gains of 33 million compared to estimated losses of 42 million last year. We anticipate generating inventory holding gains in Q1 and estimate those holding gains could be around half of what we experienced in the current quarter. Our employees remain focused on what's in front of them, both near-term and long-term, as they manage the ever-changing steel environment while planning for the future. It's an exciting time within steel processing, with opportunities for us to capitalize on recent investments in lightweighting, electric vehicles, and electric grid infrastructure. In fact, we're expanding capacity in Mexico at our Servicero joint venture, in addition to a planned expansion at Temple Steel to capitalize on the growth expected in these markets. We would also like to congratulate our Temple Steel employees who yesterday received a Global Supplier of the Year Award from Dana Incorporated. Dana named Temple the 2022 Lead Electrical Propulsion Supplier of the Year for Temple's efforts to support Dana's global electric vehicle business. Our thanks to the Temple team as well as to the broader steel team for their focus on our future and for keeping our people safe while doing so. At this point, I'll turn it over to Andy.

Thank you, Tim. Good morning, everyone. Our fiscal fourth quarter adjusted earnings per share results were the best in our 68 year history and our just completed fiscal year was the second best ever. To our customers who make this all possible and our employees who go the extra mile every day to make it happen, we thank you for your dedication to Worthington Industries. As we close in on our Worthington 2024 plan to separate into two distinct financially strong growth companies, We fully intend to continue delivering the same level of quality, service, and commitment. This project is progressing well and on track for completion in early calendar 2024. We have finalized the corporate structure for both businesses, and our employees have all joined a team within one of the two companies. We believe our employees have embraced the coming changes and are excited about the opportunities in front of them. As evidence of this, we recently received the results of our annual employee engagement survey. We were pleased to learn that participation increased and employees continued to rank Worthington above manufacturing benchmarks in employee engagement and manager effectiveness. Responses to questions specifically related to Worthington 2024 were also very strong. Our people and our culture continue to be our greatest assets. The belief in energy regarding the future of the company is palpable. In addition, we hope to announce the names and branding for each company by next quarter's earnings call. Once complete, New Worthington will be a market-leading company with premier brands in fast-growing, attractive end markets in consumer products, building products, and sustainable energy poised to capitalize on key trends in sustainability, technology, construction, and outdoor living. With higher margins and lower asset intensity, this business should benefit from premium sector multiples. Worthington Steel is and will continue to be a best-in-class value-added steel processor with a unique capability set and excellent growth opportunities in automotive light weighting and electrical steel laminations, positioned to take advantage of expanding opportunities in electrification, sustainability, and infrastructure spending. To ensure that both businesses begin their new day with low leverage and plenty of available capital, we have built up cash of $455 million as of quarter end. We plan to use this cash to pay down debt and capitalize each business with significant available capital. Once the separation is complete, we are likely to continue with our historical balanced capital allocation strategy. Both businesses will be run with our philosophy and golden rule principles and utilize the Worthington business system of transformation, innovation, and acquisitions to drive growth and shareholder value. Some of you may have seen our recent victory in the D.C. Circuit Court reversing a ban unlawfully imposed by the EPA on our refrigerant cylinder. We would like to thank all of those involved in the effort to save American jobs and deliver a practical solution that is better for the environment, HVAC contractors, and American workers. Our customers, industry associations, Ohio and Kentucky governors, and members of Congress on both sides of the aisle were instrumental in supporting us in this effort. To all of our customers, suppliers, employees, shareholders, and other stakeholders, thank you for your continued partnership, and we look forward to shared success in the coming months and years.

We'll now take any questions. Thank you. If anyone would like to ask a question, please press star then 1 on your telephone keypad, and we'll pause for a few moments to compile the Q&A roster. And our first question is from Katja Jancic with BMO Capital Markets. Your line is open.

Hi. Thank you for taking my question. First, can you talk a little bit more What's driving the strength in Wave and Clark-Dietrich?

Well, you know, there's a handful of things that are going on, but if you look at their models, if you look at their business models and the way that their businesses have evolved from an innovation perspective, they both run really good businesses, and... specifically to their cash flow contributions this year, they tend to do well when prices are going up, but then they have money tied up in working capital. So if you look at their equity income last year relative to their distributions, we didn't get as much in distributions as we did relative to their income, and so this was a catch-up year for them. So they have really well-run businesses. There's nothing really specific that's driving their results. They're facing challenges. You know, as our most companies that participate in the building products kind of construction and markets, but it's just a testament to the way that those businesses are run, and we're awfully proud to be a part of them.

Yeah, and I might add also that, you know, both of those businesses are leaders in the markets that they serve, you know, Wave being acoustical ceilings and Clark Dietrich being metal framing, and they have the best products and the best service, they can do things that other customers can't do, and oftentimes that commands a premium in their marketplace.

So if I look at the earnings this quarter, right, they improved meaningfully, sequentially. And I understand steel prices were going higher, so they likely pushed price increases through. Was there any potential pre-buy in those two businesses this quarter?

Yeah, you had a little bit. I mean, they were up, you know, $6 million collectively year over year, I think $3.5 and $2.5 million respectively. But ultimately, you know, they're not just buying spot. A lot of times they try and sort of understand and kind of hedge their steel buy there. So when you do have, you know, price increases, you do see some buy ahead. But I think... Gotcha, the sequential growth there is probably more seasonal than it is something really specific in the businesses.

Okay, so how should we think about it going into first quarter?

Well, both those businesses are under some of the same pressures or facing some of the same headwinds that others are with interest rates and economic uncertainty. So, you know, they're going to kind of continue doing what they're doing. But, you know, I would say that, you know, the sort of fundamentally, you know, without kind of trying to get into guidance, which, you know, we don't do, they're going to keep doing what they're doing and try and take share and, you know, maintain share and take care of their customers in what I would say is, you know, challenging end markets.

Okay, just one last one. What's your expectation for CapEx this year?

Sure. So, I mean, the best place to start there is probably where we ended, 23. You know, we had $86 million in CapEx for the year. It was down kind of $9 million from 22. You know, the way that that kind of breaks down, it's a little more than 50-50. If $46 million and $45 million of that was in the steel business, the rest of the business was around $40 million. We think that's a good run rate for the businesses on a go-forward basis, but we have some pretty significant growth CapEx investments that we're making. Tim mentioned a couple, one in Mexico and then one that will be North America-centric for the Temple business. We think overall, looking at Fiscal 24 CapEx could be 50% or slightly higher than that relative to the way it was in 23. Okay.

Thank you very much. Sure.

The next question is from Martin Englert with Seaport Research Partners. Your line is open.

Hello. Good morning, everyone. Good morning, Martin.

I think I asked a similar question a year ago, but I'm going to revisit it. And it comes back to the underlying profitability in steel processing. And when we removed the holding gains, steel processing was strong at $75 per ton of EBITDA, I think, for the quarter, $62 for the fiscal year. What do you believe is maybe normalized unit profitability through cycle for this business?

You know, we don't look at the business that way. I mean, that's a tough one to answer.

Okay. Maybe ask it a different way. I guess, how do you look at it? Are you looking at it on a margin basis or when you think about, like, the true cycle ability for that business?

Yeah, I think the best way to think about that is we look at really the gross on materials for each product and think about gross on material would be the average selling price minus the material cost.

And we think of it that way.

Okay. And do you think that's materially changing on a year has been and maybe will continue to on that spread on a go forward basis?

Certainly what we try to do is it's part of our strategy to push price wherever we can and to add more profitable products. So when you see Temple being added, their gross on material is much higher than, say, a hot roll product. So, yeah, the strategy continues to be let's push price and let's push that spread as much as we can.

Yeah, but you do see kind of improvement there the last couple of years. I think that's the nature of your question, Martin. But it's but it's really a testament to the job that that team does. And honestly, how unique that offering is, because when you do as much as we do from a value added perspective and from a partnering with our customers perspective, it's simply worth more and it's less commoditized. And that's something that we do pretty well and we're pretty proud of.

Yeah, that's exactly the point. There's a question what I was trying to highlight there, you know, in prior years, looking at pulling out holding gains losses, you know, you'd be maybe forty, fifty dollars a ton, but, you know, fiscal twenty-two was at fifty-six, fiscal twenty-three was at sixty-two and, you know, this would have Temple baked in there. So, it seems like it's on, you know, it's been stepping up some and, you know, maybe that long term normalized through cycle possibility is improving. So, all right. Thank you. That's helpful there. You already touched on holding gains and then sustainable energy segment unit EBITDA that's also, you know, generally improved this past year despite a challenging market. I guess, you know, you did call out pricing was a function of this, but do you feel that the 4Q, you know, unit profitability was an anomaly here, or is this going to be something that's more reflective of an improved run rate, you know, when we look out over the coming quarters?

Yeah, I would say it wasn't an anomaly, but it's also not the beginning of a trend, Martin. you know, the first quarter for that business is always going to have some headwinds because of the August shutdowns in Europe and things like that. But, you know, ultimately that business is continuing to invest in the transition that we talk about, you know, the global transition to low and zero emissions mobility. But in the meantime, they're buffeted by what's happening in Europe and some of the other things that are kind of challenge them. So we expect them to, they're certainly going to do their level best, right, to do better every month and every quarter. And we hope to see them grow their profitability some in the next year. But it's going to be in fits and starts and it's going to be a little choppy.

What are you hearing from your customers in the Euro footprint for that business? And I understand there's a strong seasonality on a sequential basis that you just highlighted coming up here, but what are you hearing? What are you seeing, anticipating, you know, maybe thinking about like the current quarter fiscal 1Q? relative to last year, like the demand level of activity? Is it something that's going to be, you know, slightly down or comparable, or is it that it's starting to pivot and kind of come up off the bottom even?

Yeah, I think with SCS, I mean, the conversations that we have with customers, Martin, on a regular basis are further out than that. These are our plans. This is what we hope to be able to accomplish in the next three or four years. We ultimately believe the inflection point for that industry is still several years away from that kind of hockey stick. And so we're going to continue to participate, help innovate, and drive some of those conversations forward. But ultimately, we feel really good about the investments we've already made that will have us as a key part of that supply chain. But the market still has to grow. And when there's an ongoing war and all of the disruption that you have, everybody's plans get thrown out and you have to think a little bit more about what's in front of you. And the European economy has reflected that the last year and a half. We see that continuing.

Okay, excellent. One last one. Any budgeted tax rate for fiscal 24?

No reason to thank you to be materially different than it was this year.

Okay, excellent. Congratulations on the results. Thank you.

Thank you. The next question is from Phil Gibbs with KeyBank Capital Markets. Your line is open. Hey, good morning.

Morning, Phil. On the side of wave, profits were up nicely year over year. Was that largely driven by spreads or volume, or do we have a little bit of a mix of both?

Yeah, I mean, I think, as you know, Phil, this business – kind of goes in cycles around what steel pricing is doing. And so this quarter, you know, we saw a little bit of margin expansion from the business that, you know, they're, they're in market while it's remained pretty steady. You heard Joe's comments earlier. We, We're kind of waiting to see some volume softness there. We haven't seen a ton of that yet, but, you know, commercial construction, most people anticipate either the back half of this year or early in 24 that you're going to see some softness there. But, you know, for the time being, their business is pretty good, and, you know, margins are pretty good.

Thanks, Andy. And then more for the steel folks, but automotive... Kind of a lot of mixed signals there. I think a lot of it's seemingly like a couple steps forward, a couple steps back, changes in mix, that sort of thing. But what are you all seeing in your automotive business in terms of pulls and expectations and or any model changes that you're focused on? Just kind of an update on the broader mosaic.

Yes, from an automotive standpoint, year over year, we were up about 7%, and North American production was up about 7% as well. For the year, we follow IHS, and they're predicting 15 million units for calendar 23, which is up 5% over last year's 14.3. Fifteen billion units sounds like it's pretty strong, but at the end of the day, it's still quite far behind the units that were produced on average in 19 and 18. So they did about 16.6 in 19 and 18. And as you say, supply chain problems, they're not talked about as much, but they're still there. So there's lots of varying things out there. Interest rates are going up. Dealer inventories improved a little bit. So there's lots of things happening out there. But at the end of the day, we think automotive is going to be up about 5% this year.

Thank you. And that as it relates to the separation coming in the next couple of quarters, is there anything that you all need to do in terms of IT and investment or transition there? I would assume most of that stuff was pretty fresh and clean the last several years, but any sort of systems modifications you guys need to do that are material before that point in time or you feel like you're pretty set?

Well, It's an opportunity to give a shout out to the folks that work in our IT group because we have an excellent group of people that keep us up and running consistently. And they're shouldering a lot of the burden of the separation because that's where a lot of it has to happen. But the short answer is. There's a little bit of investment, but it's somewhat of a rounding error relative to our total capex in terms of what we need to do to separate. And some of that will happen before we separate, but some of it will also happen post-separation. But it's not a material amount of investment that's got to happen to do that, if that makes sense.

Yeah, Phil, it's a little unique to us, but the business is actually run on different DRP systems today, so they're a bit more portable. than a situation where you would have to kind of carve something out of a different company but but more broadly on w24 you know everybody asks about timelines you know we did uh as we as we thought we would we did file our initial full form 10 with the sec during uh you know our q4 uh you know are kind of in that process and then certainly our fiscal year just ended um and so We'll get, you know, our audit done in the next kind of month or six weeks and then hope to, you know, get that on file with the SEC and start those conversations, and we'll go from there.

Thanks, guys. Good job. Thank you.

The next question is from John Tumazos with John Tumazos Ferry Independent Research. Your line is open.

Thank you very much for $12 or $13 of earnings the last two years with steel prices falling $1,250 a ton. It just boggles my mind you did so well. Congratulations. I wish I could shine your shoes.

That's very kind of you, John, but we believe our steel processing business is the best around, so they're showcasing what they can do.

HOW MUCH WAS THE TOLL PERCENTAGE FOR 2023?

TOLL PERCENTAGE IN 2023 FOR THE ENTIRE, WELL, I'LL TELL YOU THE FOURTH QUARTER, THE FOURTH QUARTER WAS 43%.

YEAH, IT WAS PROBABLY NOT A LOT HIGHER THAN THAT, JOHN, FOR THE FISCAL YEAR. THIS WAS THE FIRST QUARTER WHERE WE SAW YEAR-OVER-YEAR GROWTH IN TOLLING. having most, you know, mostly having to do with the geographies where they are and some of their mill partners getting back up and going.

So in the fiscal year just ended, the steel processing volumes fell 272,000 tons. If we have a 5% rebound in fiscal 2024, in line with the auto production, for example, it would only make up about half of that lost ground. What are the segments in steel processing that are declining? I would have thought that reshoring and lower steel imports would be helping you.

we had some divestitures in there in prior quarters so we exited our facility in decatur alabama that was a direct facility only direct sale facility only we also exited a tool processing facility in jackson michigan so you've got some divestiture noise in there that you've got to overcome and i have the figures in front of me but that's you're seeing some of the impact of that in those numbers when you look at it on a consolidated

Yeah, John, in Q4 specifically, excluding divestitures, our direct tons were down 1% and total tons were actually up 8%. And I think Tim mentioned this, that we are seeing some headwinds in the construction space. And automotive is kind of from recessionary levels growing a bit. And since that's our largest end market, that picks up some of the slack and some of the your weakness you see in construction.

Concerning the demerger, do you think it would be unreasonable to estimate 300 million or larger buybacks the first year from the combined companies? And let me just elaborate. I'm estimating steel dynamics is under a 6 PE on current earnings and new core under 8. So I'm worried the steel processing business has a discounted PE and sympathy to that. And I'm a little worried that the Remain Co. of diverse construction and cylinder and Wave and Dietrich businesses doesn't have an exact comparable and might get misunderstood like a little mini conglomerate. So it's not clear to me that the combined valuation is a lot more. Maybe I'm just saying tongue in cheek. Your legal and banking advisors encourage you to do it to charge you these big ass fees, 24 million. But do you think it's unreasonable to expect much larger buybacks in the coming year?

out of concern that two companies don't trade as well as your current 10 pe-ish well a couple things there john first uh we didn't do this spin because our bankers and lawyers encouraged us to we did it because we believe it's the right thing to do for our shareholders and for the long-term you know value creation of the company and for our employees and other stakeholders I will say, you know, while we have not been buying back stock this year because we are trying to fortify our balance sheet so that when we do separate, both companies have a tremendous amount of liquidity and low leverage to take advantage of opportunities. But it's a little difficult to say right now what those opportunities might be if you have followed us, which I know you have for a long time. you know that we allocate capital based on where we think the best opportunities are. And sometimes those opportunities are acquisitions. Sometimes those opportunities are to repurchase our shares when we think there is value there. And it's a little bit of a black box in terms of where these companies will trade when we separate, as you sort of correctly identified. Now, we actually are extremely bullish that both of these companies are going to trade at premiums to their peer groups. But at the end of the day, you know, we'll have to wait and see how that shakes out. And when that does, that'll sort of determine where we think the best value to invest our free cash flow is.

Thank you. I'm just lazy and cranky. I don't like to rebuild my models when you change your segment, your spin codes. Thank you.

Thank you, John. Thanks. Again, as a reminder, that's star 1 if you'd like to ask a question. And it appears that we have no further questions. I'll turn it back over to the presenters for any closing comments.

Well, great. Thanks, everyone, for your time today. We appreciate you joining us and encourage everybody to have a great Fourth of July holiday, and we'll speak to you in September. Thanks, guys.

This concludes today's conference call. You may now disconnect.