Worthington Enterprises, Inc.

Good afternoon and welcome to the Worthington Enterprises second quarter fiscal 2024 earnings conference call. All participants will be in a listen-only mode until the question and answer session of the call. This conference is being recorded at the request of Worthington Enterprises. If anyone objects, you may disconnect at this time. I'd now like to introduce Marcus Rogi, Treasurer and Investor Relations Officer. Mr. Rogi, you may begin.

Thank you, JL. Good morning, everyone, and welcome to Worthington Enterprises' second quarter fiscal 2024 earnings call. Results for our second quarter reflect the performance of the pre-separation consolidated Worthington Industries, including the Worthington Steel business, which became a standalone publicly traded company on December 1st. Given the recent separation, today's prepared remarks will primarily focus on the consolidated results as well as the performance of the remaining business segments within Worthington Enterprises, including building products, consumer products, and sustainable energy solutions. Worthington Steel will be hosting their second quarter earnings call separately on Friday morning of this week at 8.30 a.m., so we'd please ask that you hold any questions about the steel processing business until then. On our call today, we have Andy Rose, Worthington's President and Chief Executive Officer, and Joe Hayek, Worthington's Chief Financial and Operations Officer. Before we get started, I'd like to note 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. In addition, our discussions today will include non-GAAP financial measures. A reconciliation of these measures with the most appropriate comparable GAAP measure is included in the earnings press release, which is available on our investor relations website. Lastly, today's call is being recorded, and a replay will be made available later on our website. At this point, I will turn the call over to Andy for opening remarks.

Thank you, Marcus, and good morning, everyone. What a year it has been. I want to start the call by thanking our employees who have gone above and beyond to make this separation successful. Our people have stayed positive in the face of change and worked tirelessly to set both companies up for success. I am confident that the work done by our teams to create Worthington Steel and Worthington Enterprises was best in class. I also want to thank our customers for continuing to have confidence in Worthington Steel and Worthington Enterprises throughout this process. Both businesses performed well over the past 15 months, and I know these two companies are better positioned for success today as two separate entities than when we began this journey back in 2022. And finally, I'd like to thank our board of directors for having confidence in our leadership team to not only make the decision to separate the companies, but to dig in and help navigate the journey. This was truly a team effort across many constituencies. December 1st marks the end of Worthington Industries, but it really represents a new beginning. We've taken one great company and created two great companies, both of which are well-capitalized, market-leading businesses poised for growth and value creation. We will maintain the best of what has made us great over 68 years. Our philosophy, written down over 50 years ago by our founder, will continue to shape our culture, decision-making, and performance. The philosophy is based on the golden rule. We treat our customers, employees, investors, and suppliers as we would like to be treated. The philosophy's first corporate goal for Worthington is to earn money for our shareholders and increase the value of their investment. This is underpinned by our performance-based culture. And above all, our belief in our most important asset, our people. We are excited about our future in Worthington and enterprises and wish our friends at Worthington Steel best of luck in their future endeavors. Joe, you want to take us through the numbers?

Sure. Thank you, Andy, and good morning, everybody. This is a unique quarter for us, and as Marcus mentioned, we'll be reporting the earnings of Worthington Industries as a consolidated entity. I'll go over those results, then focus a bit more on the business units that now make up Worthington Enterprises, and we would ask that any questions related to Worthington Steel be held for that team who have their earnings call scheduled for Friday morning. In Q2, we reported consolidated earnings of 49 cents a share versus 33 cents per share in the prior year quarter. There were a few unique items that impacted our quarterly results, including the following. We incurred pre-tax expense of $22 million or $0.33 per share related to the separation of our steel processing business into a new public company, which was completed on December 1st. This compares to separation expenses of $0.14 a share incurred in the prior year quarter. We may have some minor expenses related to the separation in Q3, but we believe that the majority of those expenses are behind us. We recognized a pre-tax gain of $3 million or $0.04 a share related to the divestiture of the Brazilian business of our CABS joint venture. In the prior year, the quarter benefited by $0.03 per share primarily due to a gain on the divestiture of our WSP joint venture, which was partially offset by expenses related to an earn-out at Level 5. Excluding these items, we generated earnings of $0.78 per share in the current quarter compared to $0.44 a share in Q2 of last year. Furthermore, in Q2, estimated inventory holding losses in the steel processing business were $0.52 per share compared to inventory holding losses of $0.81 a share in Q2 of fiscal 23. Finally, our consumer business recorded a charge of $3 million or $0.05 per share in the quarter related to a voluntary recall on our balloon time mini tank. Consolidated net sales in the quarter of $1.1 billion decreased 7.5% from the prior year primarily due to lower average selling prices in steel processing, combined with a shift in product mix, which was partially offset by higher volumes across most of our segments. Our gross profit for the quarter increased to $124 million from $106 million in the prior year, and our gross margin increased to 11.4% from 9%, primarily due to improved spreads in steel processing. Our adjusted EBITDA in Q2 was $81 million, up from $64 million in Q2 of last year, and our trailing 12-month adjusted EBITDA was $556 million. With respect to cash flows in our balance sheet, cash flow from operations was $135 million in the quarter, and free cash flow was $102 million. During the quarter, we invested $33 million in capital projects, spent $21 million for an acquisition within the steel processing segment, and paid $17 million in dividends. We also received $39 million in dividends from our unconsolidated JVs during the quarter, a 93% cash conversion rate on that equity income. Looking at our balance sheet and liquidity position, funded debt at quarter end of $624 million was up $175 million sequentially due to the steel processing segment borrowing on their credit facility at the end of the quarter. A portion of the borrowings by steel processing were used to pay a $150 million dividend to Wellington Enterprises immediately before the December 1st business separation, which we in turn used to retire our $150 million 2024 notes earlier this month. Adjusting for both of those items, Wellington Enterprises currently has approximately $300 million in debt, outstanding, averaging 3.6%, and maturing between 2029 and 2034. We ended Q2 with approximately $216 million in cash, which incidentally is yielding over 5%. Net interest expense of $2 million was down by $5 million, primarily due to the 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, ending the quarter with a net debt-to-trailing EBITDA leverage ratio of under 0.5 times, and our cash balance and undrawn $500 million revolver provide ample liquidity. Yesterday, the Worthington Enterprises Board declared a dividend of $0.16 per share for the quarter, which is payable in March of 2024. We'll now spend a few minutes on each of the businesses. I won't go into any details on steel processing and would point you to our earnings release from yesterday afternoon for that segment-level detail and encourage you to listen to the earnings call the steel team will host on Friday morning. In consumer products, net sales in Q2 were $148 million, down 4% from $154 million a year ago. The decrease was a result of lower average selling prices in our outdoor living business and an unfavorable product mix in our tools business. Adjusted EBIT for the consumer business was $10 million, and adjusted EBIT margin was 6.4% in Q2 compared to 13 million and 8.8% last year. Consumers' earnings during the quarter were negatively impacted by $3 million pre-tax related to the voluntary recall we initiated for our Bloom Time mini-tank. Excluding the impact of the recall, adjusted EBIT and EBIT margin for the quarter would have been in line with the prior year quarter. We did see a sequential improvement in adjusted EBIT compared to Q1, which is encouraging since volumes are typically down sequentially in our seasonally slower second quarter. In consumer, September was a down month, but October and November saw improved sequential sales. The team in consumer has weathered the headwinds they are facing quite well, and we've taken the opportunity to lean in with our channel partners that led to some recent market share gains that we expect will add to our growth in calendar 2024. We expect volumes and margins to gradually improve in our outdoor living business, and we expect a return to more seasonally normal patterns across our portfolio in the coming quarters. The markets we serve are robust, and we are well-positioned heading into calendar 2024. Voting products generated net sales of $123 million in Q2, down 13% from $142 million a year ago. The decrease was driven by a less favorable product mix combined with lower average selling prices. Voting products generated adjusted EBIT of $40 million in the quarter, and adjusted EBIT margin was 32.8%, compared to $41 million and 29.1% in Q2 of last year. The fact that EBIT decreased by less than $1 million while revenues were down almost $20 million is encouraging and was a result of higher gross margins in our wholly owned businesses. We are experiencing some de-stocking in our heating, cooling, construction, and markets, particularly in the large format propane business, as our customers are right-sizing inventories. The weakness there was offset in Q2 by EBIT growth in most of our other end markets, driven by some of the initiatives we put in place months ago that are starting to have a positive impact. Wave contributed equity earnings of $21 million in the quarter, up from $19 million a year ago, as their volumes increased and gross margins improved. That improvement was offset by a $2 million year-over-year decrease at Clark-Dietrich, which continues to perform very well and contributed $14 million in equity earnings for the quarter. Both Wave and Clark-Dietrich are showing real resilience as they leverage opportunities related to infrastructure spending and their efforts in NPD and innovation. In sustainable energy solutions, net sales in Q2 of $28 million were down 28% or $11 million from the prior year, primarily due to lower volumes and an unfavorable product mix. SES reported an adjusted EBIT loss of $3 million in the current quarter, as volumes remain too low to absorb the fixed costs in the business, as compared to an adjusted EBIT of $1 million in Q2 of last year. As we've discussed in prior quarters, the economy in Europe remains challenged, and growth in SES's volumes will be impacted by how quickly the emerging hydrogen and CNG ecosystems develop. Quoting activity and interest in our solutions remains high, which gives us confidence in that business going forward. As I mentioned earlier, this is a unique quarter for us, and it is the last quarter that we'll report our segments as Worthington Industries. In preparation for the separation, this fall we introduced a reconciliation for revenues and EBITDA at Worthington Enterprises that represents our best estimates for Worthington Enterprises' results on a pro forma standalone basis at the separation of our steel processing business been completed prior to the beginning of each period presented. We believe this reconciliation will help provide increased transparency and insights into our quarterly results. Looking at enterprises' results for Q2 of 2024 in that same way, pro forma adjusted EBITDA would have been $51.3 million versus $57.7 million a year ago. The trailing 12 months ended November 30th. enterprises pro forma adjusted EBITDA would have been $280 million, a slight decline from the $287 million in trailing 12 months pro forma adjusted EBITDA as of August 31st. And our pro forma adjusted EBITDA margin was unchanged at 21%. The above figures do include a $3 million charge related to the recall that I mentioned earlier. CapEx for Woodington Enterprises in the quarter was $12 million in the business segments $3 million of which was related to the one-time CapEx that we've discussed previously that we'll be spending to modernize two of our facilities. Wellington Industries also had approximately $4 million in one-time CapEx related to IT and other systems that enabled the separation of our steel processing business. At this point, I will turn it back over to Andy.

Thanks, Joe. Now that the separation is complete at Worthington Enterprises, we are laser-focused on maximizing the long-term growth potential of our consumer products, building products, and sustainable energy businesses. We have more focused strategic priorities as a designer and manufacturer of market-leading products and brands that enable people to live safer, healthier, and more expressive lives. We are a growth company with transformation, acquisitions, and innovation as our strategic enablers. We believe in innovation in everything we do. We expect to launch more new and enhanced products every year to better serve our customers. We are a disciplined acquirer of market-leading niche businesses that will bolster our consumer and building products brands. We transform our operations and use technology both in our operations and increasingly in the products we deliver to our customers. We believe in a balanced approach to profitably improving our ESG performance to benefit all stakeholders. And we are enabling a lower carbon economy with our products and services. As evidence, we recently released our fourth annual sustainability report. And in conjunction, we're awarded Newsweek America's most responsible companies and greatest workplaces for diversity for 2024. And finally, we are good stewards of capital. investing thoughtfully to deliver higher margins, more free cash flow, and higher returns. We are proud of our history and who we are today, but we know we will be defined in the future by our ability to leverage these capabilities to reward our employees, our customers, our suppliers, and our shareholders. Thanks for your time today. We'll now take any questions related to the separation or Worthington Enterprises.

Thank you. If you have a question, please press star one on your telephone keypad. If you wish to remove yourself from the queue, simply press star one again. One moment, please, for your first question.

Your first question comes from the line of Phil Gibbs of KeyBank Capital Markets. Your line is open.

Hey, good morning.

Morning, Phil.

Congratulations. We're here.

Yes, sir. Thank you. Lots to be proud of, lots to look forward to. And as Andy said, lots of people in the building that we're in and all over our company deserve all the credit.

Awesome. Congratulations. The construction markets last quarter, you had bifurcated between aftermarket and retrofit with Wave hanging in there being solid. And Clark Dietrich tapering off. Any update on that thought? Any further weakness in Clark Dietrich's backlog, per se, versus Wave's? Any color you can provide there?

Well, just sticking with Q2, you know, Wave was up a couple million dollars. Clark Dietrich was down a couple million dollars. Bear in mind, both of those companies are doing really well. Wave is 65%, 70% repair and remodel. Clark Tetrick is a little bit more focused on new. But, you know, if you look at the, there are lots of different kind of construction market trackers and analysts that are out there. Some of them that we've looked at said that, you know, in November, commercial was still down a bit, but most of the other end markets and Both of these companies play in a variety of different end markets. We're actually up year over year. So not at all a market prognosticator, but with interest rates possibly being at a peak and people getting a bit more optimistic about what 24 might look like relative to the fears that were out there six months ago, we're pretty optimistic.

Thank you, and I'm not asking a direct question on Worthington Steel, but how is the relationship between the companies going to be moving forward just in terms of steel procurement? I know that was obviously something that was important to you all with the cylinders portfolio and some of the other businesses.

Yeah, we have a long-term purchasing agreement with Worthington Steel, so we will be one of their larger customers, Phil, and Obviously, they have to make money on the steel that we buy, but we've been able to preserve a lot of the benefit that we get from having a close customer-supplier relationship with them.

Thank you. And then just lastly, I know on the investor presentations from a couple of months ago, you had talked about a decent amount of growth. CapEx the next couple of years for the business post-separation? Update us on what CapEx looks like over the next year or two on these growth projects and really what you're targeting to accomplish with those investments. Thanks.

Sure. So we have talked about what we call kind of a one-time facility modernization CapEx. It's two different facilities. It's roughly $80 million, and it's intended to modernize, automate, and make those facilities ready and able to continue to grow and do exceptionally well for the next 20 to 30 years. The way that that will roll out in the CapEx, our run rate CapEx for the business, excluding Those two projects is going to be in kind of the mid-30s, roughly, you know, we think about it as about 3% of sales. You know, those different, and I think we called it out this quarter, about $3 million in the quarter was related to that. And so if you exclude that $3 million that gives us at enterprises, you know, roughly $9 million in the quarter, There's $8 million in Q1, so that's $17 million for the first six months, tracking right on that kind of mid-30s number. That $80 million, depending on supply chains and other factors, will be underway in the next several months in earnest, but it'll probably take 18 to 24 months to flush all the way through. And what we will do is we'll keep everybody posted on the spending on those projects and and then the spending on all the other parts of the business in the same way.

Thank you.

Your next question comes from the line of Daniel Moore of CJS Securities. Your line is open.

Thank you. Good morning. Thanks for taking the questions, and congrats again. A lot of color, though. Yep, absolutely. You gave a lot of color on the segments, but maybe we can drill down a little bit. Consumer to start. Now, revenue in Q1 was down 20%, but only down 4% this quarter and flat sequentially. So maybe just talk about to what extent that business is impacted by inventory, destocking. Is that now largely behind us? And what are your expectations? Sound like you expect to get back to growth with some share gains. Is that the case for the next two quarters or maybe take a little bit longer to inflect positively?

Yeah, I think it's definitely – that's calendar 2024 business for us, Dan. But, you know, you're right, and I know that we're not kind of unique, right, with outdoor living focused and consumer focused brands and companies had – Some real headwinds over the summer. We've talked about that, right, with the consumer being a bit more careful, spending more time and money on experiences versus things and outdoor activities. But then also, you know, the summer weather didn't help matters. We did absolutely see that kind of moderate. We talked about September. September really we think was the trough for that leg of the – real pronounced headwinds so october and november got better for us um you know we're not totally through the woods right the consumer's not back to spending the way that they were in 2021 and 2022 but We do expect to see more seasonally normal trends. And for us, in Q3 and into Q4, that typically means sequential growth. So we're looking forward to that. And as we said, the team did a nice job of kind of being there and being real thought partners with their customers. And so that led to some incremental share gains and some placement wins, which we think will be helpful as well.

That's helpful, certainly. And switching gears to building products, know revenue for uh it still remains pressured when you obviously excluding the jvs because we don't count that revenue but um and then excluding jv's profitability was a little bit softer um so maybe your your outlook there um we talked about clark dietrich and and wave but kind of the core um fully consolidated building products just talk about you know, your visibility that you have in that business over the next couple of quarters and when you expect to maybe get back to sort of positive year-over-year growth?

Sure. So, you know, that business, and we talked about this, there was the large format propane tanks, which is, you know, things that would sit outside buildings or be used for construction projects or be used to heat homes. That's, you know, when we talk about mix, right, those are our more expensive products, which is why we talk about a negative mix and the revenue side of things. Saw some, you know, destocking there. It started in Q1. It continued in Q2. We expect that we'll moderate a bit, and we think we'll be through that by the end of Q4. You know, we'll certainly see some of it in Q3, but it ought to get to where, It has historically been. We think by the time we get into the summer months. And so feel good about that business. Just need to get through some of you know, the inventory, you know, right-sizing that our customers are going through. You know, the upside in building products really was, you know, being down less than a million dollars all in, some really good work on expense management side in addition to the gross margin side. You know, the other end markets that were in there really picked up a lot of slack, and we expect and certainly hope that, you know, that type of activity will continue, which gives us cause for optimism as we head into 2024.

Very helpful. Maybe just one more, and I'll jump back out. And it's more of a longer-term sort of question on Clark Dietrich specifically. You know, obviously, as we talked about, the last two years for that business, exceptionally strong relative to kind of historic levels of profitability. and started to normalize a little bit. But just talk about what's changed in that business over the past few years that gives you confidence that the contribution will remain well above the sort of pre-pandemic levels. Thanks again.

Sure.

Clearly, that business has changed in terms of its equity income contribution for us. They've done a terrific job of understanding who their customers are, understanding what their customers really value, and that's being full service. It's being thoughtful about the entire kind of ecosystem that their customers participate in, not just delivering a Lotus deal, but helping think about how those customers of connectors and how the other accessories that they sell are important, how they can save contractors time. And so, you know, yes, do, you know, and we've talked about this, right? We don't expect that those results will stay forever or grow forever from where they were in 2022. You know, they moderated some in 2023. We've talked about the moderating some in 2024. But, you know, long term, we're very bullish on that business. They've got a great management team. We're very happy to be a part of that, JV.

Thank you. And again, if you would like to ask a question, press star and the number one on your telephone keypad. Your next question comes from the line of John Tomasos of John Tomasos Very Independent Research. Your line is open.

Congratulations on the $90 combined value of the two companies with enterprises trading it more than the old Worthington before you announced it. Well done.

Thank you, John. Thanks, John.

I have a question on the quarterly dividend set at $0.16 or half of the old company dividend. I thought that was very low. I was in the context of the balance sheet allocation between the two companies where there's almost no net debt in enterprises, and you explained how there isn't very much capital spending need relative to your cash flow, where the other company has the preponderance of the net debt and the imminent capital need to fund working capital because steel prices just rose. So in that context, why isn't the dividend payment larger since the balance sheet is so good? And could you, some people might be concerned, Andy, that you're not confident in earnings. That's not really my worry. My worry, if you could address, is that the balance sheet is super strong and the dividend is low to save up a half a billion or more of firepower for a transformational acquisition or above average pot for future acquisitions since you don't have reinvestment needs.

I think there's a question in there somewhere, John, but I'm going to take an attempt here.

I'll be more blunt. Are you going to make a corporate sex change acquisition? Are you going to transform the company, and that's why the dividend's so low and the balance sheet's so good?

Well, let me start by saying the past year or so, year and a half, has been about working towards the separation. You've seen us very purposefully de-lever the business. We were very focused on maintaining our investment grade credit rating. And you're correct in that we certainly could pay a larger dividend. I would tell you that historically, we've kind of revisited our dividend payout ratio in the June timeframe around that board meeting. And so we go through strategic planning in the spring. We do our operating plans and kind of look at, you know, cash flow forecasts and those types of things. And that's where we make those decisions. I will tell you, you know, we do believe that M&A is going to be an important part of our growth strategy. I don't expect that anytime soon we're going to do some transformational acquisition that's going to double the size of the business. That's not historically what we've done. We've very much pursued kind of smaller projects. tuck-in acquisitions that we, you know, can get our arms around pretty easily and plug them into our Worthington business system, which, you know, includes transformation, innovation. And I think that's likely to be the strategy going forward. We, you know, we look at a lot of different types of companies. We look at a lot of different sizes of companies, but, you know, we've had a lot more success buying smaller tuck-ins and really accelerating their growth. So, That's kind of the plan right now. And so I do think as the company continues to grow, we have very high free cash flow for the business. So we can support higher dividends or potentially share buybacks. But right now our focus is let's get the company separated. That's complete. Let the dust settle and let's refocus and then kind of figure out what makes the most sense in terms of capital allocation.

If I could follow up with the very successful separation and the stock price of enterprises more than the old stock price of the old Worthington, which may be in hindsight was really discounted because of the steel volatility contained. Should we expect that buybacks are going to be less of a use of capital going forward stock prices so successful?

Hey, John, it's Joe. As Andy said, we'll ultimately determine the best capital allocation strategies for the business going forward. We've been balanced before. We've been opportunistic when it comes to buyback, but it will be an arrow in our quiver, and ultimately the board and the management team will decide how best to deploy that.

Thank you.

There are no further questions at this time.

I will now turn the call over back to Andy Rose for some closing remarks.

Well, thank you, everyone, for joining us today. It's an exciting time for us and appreciate everybody's interest in Worthington Enterprises. We wish everybody a terrific holiday season, a safe and happy new year, and we'll look forward to speaking to you in 2024. Thanks, everybody.

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