Worthington Industries Mergers and Acquisitions Presentation Deck

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Worthington Industries

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worthington-industries

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Industrial

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September 2022

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#1WORTHINGTON INDUSTRIES WORTHINGTON INDUSTRIES PLANS TO CREATE TWO MARKET-LEADING, INDEPENDENT PUBLIC COMPANIES September 29, 2022 AW MAKERS OF BETTER MAKERS OF MORE#2NOTES TO INVESTORS FORWARD LOOKING STATEMENTS. Worthington Industries, Inc. (the "Company" or "Worthington") wishes to take advantage of the Safe Harbor provisions included in the Private Secunties Litigation Reform Act of 1995 (the "Act). Statements by the Company relating to the intended separation of Worthington's Steel Processing business; the timing and method of the separation; the anticipated benefits of the separation, the expected financial and operating performance of, and future opportunities for, each company following the separation, the tax treatment of the transaction; the leadership of each company following the separation; and other non-historical matters constitute "forward-looking statements within the meaning of the Act. Forward-looking statements may be characterized by terms such as "believe," "anticipate," "should," "would," "intend," "plan," "will," "expect," "estimate," "project," "positioned," "strategy," targets," "aims," "seeks," "sees" and similar expressions. 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, the final approval of the separation by our board of directors; the uncertainty of obtaining regulatory approvals in connection with the separation, including rulings from the Internal Revenue Service: the ability to satisfy the necessary closing conditions to complete the separation on a timely basis, or at all; our ability to successfully separate the two companies and realize the anticipated benefits of the separation; the risks, uncertainties and impacts related to the COVID-19 pandemic the duration, extent and severity of which is impossible to predict, including the possibility of future resurgence in the spread of COVID-19 or variants thereof and the availability, effectiveness and acceptance of vaccines, and other actual or potential public health emergencies and actions taken by governmental authorities or others in connection therewith: the effect of national, regional and global economic conditions generally and within major product markets. including significant economic disruptions from COVID-19, the actions taken in connection therewith and the implementation of related fiscal stimulus packages; the effect of conditions in national and worldwide financial markets, including inflation and increases in interest rates, 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 COVID-19 and Russia's invasion of Ukraine); 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 (especially in light of the semi-conductor shortages), 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: 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 (especially in light of the COVID-19 pandemic), interruption in utility services, civil unrest, international conflicts (especially in light of Russia's invasion of Ukraine), terrorist activities or other causes; MAKERS OF BETTER 2#3NOTES TO INVESTORS 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 and interest rate increases, 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: 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 govemmental agencies as contemplated by the Coronavirus Aid, Relief and Economic Security (CARES) Act, the Consolidated Appropriations Act, 2021, the American Rescue Act of 2021, and the Dodd-Frank Wall Street Reform and the Consumer Protection Act of 2010: the effect of healthcare laws in the United States and potential changes for such laws, especially in light of the COVID-19 pandemic 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 U.S. 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 filings of Worthington Industries, Inc. with the SEC, including those described in "Part I-Item 1A.-Risk Factors" of Worthington's Annual Report on Form 10-K for the fiscal year ended May 31, 2022, and its subsequent filings with the SEC. Forward-looking statements should be construed in the light of such risks. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. Worthington does not undertake, and hereby disclaim, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise. NON-GAAP MEASURES. While Worthington Industries reports its results in accordance with generally accepted accounting principles in the United States, or GAAP, certain statements made in these materials include or make reference to adjusted EBITDA, a "non-GAAP" measure. This measure is included to provide investors additional useful information regarding Worthington Industries financial results and is not a substitute for its comparable GAAP measure. An explanation of this non-GAAP measure, and a reconciliation of this non-GAAP measure to its most directly comparable GAAP measure, is included in the Appendix. Descriptions of this and many of our other non-GAAP measures are also included in Worthington Industries' SEC reports. USE OF CERTAIN TERMS. As used in these materials: The term "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. MAKERS OF BETTER 3#4WORTHINGTON INDUSTRIES PLANS TO SEPARATE INTO TWO MARKET-LEADING, INDEPENDENT, PUBLICLY TRADED COMPANIES ▪ Transaction will create two distinct, market-leading companies that are more specialized and fit-for purpose, with enhanced prospects for growth and value creation Enhanced management focus and operational functionality Highly compelling and distinct growth strategies Modest leverage and ample liquidity to fund growth Separation expected to enhance shareholder value Differentiated investment theses ✓ Alignment with appropriate comparable company peers MAKERS OF BETTER 4#5CREATING TWO MARKET-LEADING, INDEPENDENT PUBLIC COMPANIES... V NEW WORTHINGTON WORTHINGTON INDUSTRIES Andy Rose Chief Executive Officer - New Worthington Current Chief Executive Officer & President with 14 Years at Worthington Industries A market leader with premier brands in attractive end markets in Consumer Products, Building Products and Sustainable Energy Solutions High margins and asset-light business model enable strong cash flow generation Growth strategy driven by focus on sustainable, technology-enabled solutions disrupting mature markets WORTHINGTON STEEL Geoff G. Gilmore Chief Executive Officer - Worthington Steel Current Chief Operating Officer with 24 Years at Worthington Industries A best-in-class, value-added steel processor with a blue chip customer base in growing end-markets A market-leader in electrical steel laminations and automotive lightweighting solutions capitalizing on electrification, sustainability and infrastructure spending Sophisticated supply chain and pricing solutions to manage complex programs for customers, grow market share and increase margins Improved Strategic Focus and Differentiated Investment Theses MAKERS OF BETTER 5 ch#6...WELL POSITIONED FOR SUCCESS AND FUTURE GROWTH Net Sales* Mix (8/31/22 TTM) Key Financials Key Products & Services Key Growth Thematics Sustainable Energy 10% New Worthington Consumer Products 49% 08/31/22 TTM Net Sales*: $1,391M Adj. EBITDA: $347M Building Products 41% Essential commercial and residential building solutions Branded specialty consumer products H2 and CNG fuel containment solutions Technology Sustainability *Excludes pro-rata share of unconsolidated JV sales; AF Construction Outdoor Living Heavy Truck 6% Worthington Steel Electric Vehicle Automotive 49% Other 20% Construction 08/31/22 TTM Net Sales*: $4,149M Adj. EBITDA: $192M Broad portfolio of value-added processing capabilities Laser welding solutions for lightweighting Electrical steel laminations aya Infrastructure Agriculture Renewable Energy MAKERS OF BETTER 16#7BOTH POWERED BY THE WORTHINGTON BUSINESS SYSTEM Our deeply-held Philosophy is rooted in the Golden Rule - we treat our customers, employees, investors, and suppliers as we would like to be treated Through continuous transformation, we drive higher margins within Manufacturing, Commercial, Sourcing, and Supply Chain Excellence We innovate in partnership with our customers and suppliers We acquire strategic capabilities and invest in accretive opportunities We invest in technology and sustainability to create value for customers We are disciplined stewards of capital, focused on earning exceptional returns for our shareholders TECHNOLOGY NOVATION TRANSFORMA OUR PHILOSOPHY ACQUISITION SUSTAINABILITY MAKERS OF BETTER 7#8Overview of New Worthington MAKERS OF BETTER 8#9NEW WORTHINGTON IS A MARKET LEADER WITH PREMIER BRANDS IN ATTRACTIVE END MARKETS 3 Year Financial Snapshot (FY20 - FY22) Adj. EBITDA Growth 63% Net Sales* Growth 37% Net Sales* ($M) $954 $1,061 $1,309 $1,391 FY20 FY21 FY22 08/31/22 TTM Cumulative Adj. EBITDA less Cap Ex $644M % Margin $208 Adjusted EBITDA ($M) Key Investment Highlights B Proven management team with a value creation focused mindset Demonstrated financial stability and strong free cash flow generation Focused on asset-light investments to enable strong cash flow and capitalize on emerging trends Robust new product development pipeline disrupting mature markets Worthington Business System powers continuous business improvements and higher profitability Disciplined stewards of capital with conservative leverage and ample liquidity $232 *Sales exclude pro-rata share of unconsolidated JV sales; V $340 $347 FY20 FY21 FY22 08/31/22 TTM Adj. EBITDA less Capital Expenditures ($M) $168 $187 FY20 FY21 $289 $300 II FY22 08/31/22 TTM Business Segments 8/31/22 TTM Net Sales* Sustainable Energy Solutions $136 Consumer Building Products Products $577 $677 MAKERS OF BETTER 9#10COMPRISED OF THREE MARKET-FOCUSED REPORTING SEGMENTS BUSINESS SEGMENTS 8/31/22 TTM NET SALES*: 8/31/22 TTM ADJ. EBITDA: PRODUCT CATEGORIES SELECT BRANDS Building Products (41% of Sales) $577M $239M Ceiling Solutions ☐ Heating & Cooling Products Back-up Power ☐Metal Framing WORTHINGTON WAVE AMTROL Clark Dietrich "Sales exclude pro-rata share of unconsolidated JV sales; Consumer Products (49% of Sales) $678M $106M DIY & Pro Tools Outdoor Living ■Camping ■Celebrations Balloon Lime BERNZOMATIC GENERAL Mag Forch PACTOOL LEVELS TERTHINGTON Geden W Sustainable Energy Solutions (10% of Sales) $136M $2M ■H2 Ecosystems Mobility Solutions ■ Transport and Storage Offerings WORTHINGTON INDUSTRIES MAKERS OF BETTER 10#11WELL-POSITIONED TO TAKE ADVANTAGE OF KEY TRENDS Business Segment Offering/ Products Key Trends Market Growth Drivers Sustainability 5 H₂ H2 & CNG Systems Refillable Solutions Sustainable Energy Solutions ■ Consumers increasingly focused on sustainability Increased backup power needs Investment and regulation is accelerating the energy transition Technology 200 Million Tons forecasted hydrogen needed by 2030 to be on track for net zero emissions targets Building Products Remote Asset Monitoring Tracking Consumer Products Monitoring solutions and connectivity enable customers to manage their businesses and lives. Applications for mobility solutions aid in improving efficiency in transportation and distribution Commercial & Residential Remodeling & Construction $500 Billio of expected spending in Industrial Internet of Things industry by 2025² Ceiling Metal Solutions Framing Tools Increased remodeling activity Shortages in skilled labor infrastructure HVAC Products Rural migration ☐Home inventory shortfalls Healthy indoor spaces $450 Billio expected annual remodeling expenditures in the U.S. by 2023³ Outdoor Living ☐Public investment in education and Outdoor participation growing Growing legislative support for outdoor recreation Sources: International Energy Agency McKinsey Joint Center for Housing Studies of Harvard University (JCHS) Outdoor Industry Association 818 Camping Lawn & BBQ/ Garden Grill Products Products Investment in year-round outdoor living spaces -$120 Billion of outdoor recreation annual spending by U.S. consumers MAKERS OF BETTER 11#12POWERED BY THE WORTHINGTON BUSINESS SYSTEM TRANSFORMATION Leveraging Lean Practices and Technology for World-Class Operations A systematic approach to continuously identify opportunities that improve the business ■On-going collaboration between sales, supply chain, purchasing, and operations functions to reduce working capital and increase earnings ■ Predictive analytics and automation to enhance operational efficiency, reduce unplanned downtime, and improve safety INNOVATION Technology Driven Solutions Brought to Market ☐Robust new product development pipeline disrupting mature markets Smartlid™ enables remote monitoring of propane levels for home and industrial heating ■DYNAMAX™ specialized suspension platforms data centers Grow market share and strategically acquire companies in growth markets ACQUISITIONS Targeting Margin Accretive Opportunities PORTFOLIO EXPANSION LEVELS GENERAL TLDWINDER Hou PTEC PRESE * TRANSFORMAT D FILDLONY Focus on higher margin, asset-light businesses with strong cash flows FLO VERTICAL INTEGRATION MAKERS OF BETTER 12#13Overview of Worthington Steel MAKERS OF BETTER 13#14WORTHINGTON STEEL IS A BEST-IN-CLASS, VALUE-ADDED STEEL PROCESSOR IN GROWING END-MARKETS Financial & Operational Snapshot 4.2M Tons of Steel Delivered in FY22 Net Sales* ($M) 3,831 $1,860 4,067 >50% of US passenger vehicles contain steel processed by Worthington Net Sales 4,171 $3,933 4,083 $4,149 FY20 FY21 FY22 08/31/22 TTM Tons (000s) $484M 3-year cumulative Adj. EBITDA less Cap Ex FY20-FY22 % Margin $81 Adjusted EBITDA ($M) FY20 *Sales exclude pro-rata share of unconsolidated JV sales; ✓ $249 Key Investment Highlights Proven management team that is focused on value creation One-of-a-kind business with a unique capability set and leading market positions across multiple value-added services, reliably solving complex supply chain challenges for blue chip customers Market-leading supplier to growing end markets including electric vehicles and renewable energy Sophisticated supply chain and pricing solutions drive market share and margin growth Worthington Business System powers base business improvements and higher profitability $259 $192 FY21 FY22 08/31/22 TTM Adj. EBITDA less Capital Expenditures ($M) $40 $221 $153 FY20 FY21 FY22 08/31/22 TTM End Market Sales (8/31/22 TTM Net Sales*) 20% 18% 7% Automotive Agriculture Construction 49% Heavy Truck Other (incl. Toll) MAKERS OF BETTER 14#15A ONE-OF-A-KIND BUSINESS WITH A UNIQUE CAPABILITY SET #2 Global Producer of Stamped Electrical Steel Laminations TEMPEL 30th supplier of the year #1 Producer of Tailor Welded Blanks in North America TWB General Motors Supplier of the Year 2020 & 2021 #1 Trader of Steel Futures by Volume in North America Source: Internal management estimates #1 Network of Independent Picklers in North America John Deere 2021 Partner Level Supplier and member of Hall of Fame Blue Chip Customer Recognition and Accolades #1 Independent Producer of Hot Dipped Galvanized i Steel in North America WORTHINGTON INDUSTRIES Schaeffler 2021 Schaeffler Supplier Excellence Award | 1 #2 Independent flat rolled service center in Mexico serviacero WORTHINGTON Stellantis 2020 Raw Material Supplier of the Year MAKERS OF BETTER 15#16POISED TO CAPITALIZE ON KEY TRENDS Offering / Products Key Trends Market Growth Drivers Decarbonization of Transportation Tempel Electrical Steel Laminations EV Traction Motors TWB Tailored Blanks Sources: IHS Markit, "EY Automotive Frames Worldwide transition to electric vehicles Lightweighting, via innovative processes and material combinations, remains a high priority for automotive OEMs Aggressive carbon reduction targets by automotive OEMs 80% of passenger vehicles sold globally in 2030 expected to be battery or hybrid" Energy Transition Galvanized Steel Solar panel racks Tempel Electrical Steel Laminations Transformer Cores Transition to renewable energy sources such as hydro, solar, and wind Energy grid emergency back-up power supply $25 Billion available in tax credits for manufacturers of renewable energy equipment Tempel Electrical Steel Laminations Infrastructure Transformer Cores Galvanized Steel Drainage Culvert / Renewables Aging infrastructure and electrical grid in the US Increased government spending to improve the electrical grid and expand EV charging $1 Trillion infrastructure bill signed in 2021 MAKERS OF BETTER 16#17POWERED BY THE WORTHINGTON BUSINESS SYSTEM TRANSFORMATION Leveraging Lean Practices and Technology for World-Class Operations A systematic approach to continuously identify opportunities that improve the business ■On-going collaboration between sales, supply chain, purchasing, and operations functions to reduce working capital and increase earnings ■ Predictive analytics and automation to enhance operational efficiency, reduce unplanned downtime, and improve safety INNOVATION Tailored Customer Solutions Cross-functional teams developing sophisticated supply chain and pricing solutions ■ Utilize the steel futures market to provide tailored pricing mechanisms ■ Metallurgical expertise to co-develop custom metals solutions for customers Tempel specifically increases exposure to electrification megatrend in transportation Tempel directly participates in electrical grid modernization and upgrade ACQUISITIONS Strategic Capabilities Enabling the Green Energy Transition TLDWINDER Hou TEMPEL * D FILDLONY TRANSFORMAT FLO ■TWB enables vehicle lightweighting for more fuel- efficiency and improved safety performance TWB MAKERS OF BETTER 17#18Transaction Overview MAKERS OF BETTER 18

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