Hello, and welcome to Worthington Steel's third quarter 2025 earnings call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. And if you would like to ask a question during this time, simply press star 1 on your telephone keypad. I would now like to turn the call over to Melissa Dykstra, VP Corporate Communications and Investor Relations. You may begin.

Thank you, Operator. Good morning, and welcome to Worthington Steel's third quarter fiscal year 2025 earnings call. On our call today, we have Jeff Gilmore, Worthington Steel's President and Chief Executive Officer, and Tim Adams, Vice President and Chief Financial Officer. Before we begin, 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 the 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 standalone 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 available later today on WorthingtonSteel.com. Now I'll turn it over to Jeff Gilmore.

Good morning and thank you for joining us. I'd like to start today's call with a heartfelt thank you to the Worthington Steel team. In a quarter filled with uncertainty and change, our employees showed remarkable flexibility and resilience. I'm proud of all they did this quarter to focus on what they could control while maintaining a strong commitment to safety and serving our customers. In the third quarter, we generated adjusted EBITDA of $41.9 million compared with $82.8 million in the prior year quarter. Earnings per share came in at $0.27 versus $0.98 per share in the same period last year. Results were impacted by both lower volumes and lower average selling prices. As we expected, many of the headwinds from Q2 continued into the third quarter as customers managed uncertain macroeconomic conditions. However, we saw signs of improvement during the last month of the quarter, and we believe most of the volume improvement at the end of the quarter was due to fundamental demand improvements rather than a buy-ahead effort to beat potential steel price increases. Taking a look at our key markets, our shipments to automotive were down 3% in the third quarter. Given the level of current uncertainty, we are cautiously optimistic about the North American auto market in calendar year 2025. Calendar year 2024 ended the year at 15.4 million units produced, solid given the challenges occurring late in the year, but still below pre-COVID levels. The latest calendar year 2025 forecasts are showing flat builds on a year-over-year basis at approximately 15.3 million units produced. However, there's likely some upside to that forecast due to lower interest rates and lower inflation. Our commercial teams continue to aggressively pursue and win new incremental automotive business. Our shipments to the construction market were down on a year-over-year basis. we believe part of the decrease compared to last year was due to lower demand resulting from economic uncertainty when looking at the overall construction market for calendar year 2025 we see it as more of a first half second half story in the first half of 2025 we expect the construction market to be fairly flat then begin gaining momentum later in the year Certainly, the construction market will benefit from interest rate cuts in 2025, which we are keeping a close eye on. We expect the agriculture market to remain soft for a while. The ag industry continues to be held back by interest rates, commodity prices, and tariffs that further delay farmers' decisions to purchase new equipment. Demand in the heavy truck market continues to be slow, but we are starting to see signs of improvement. Based on what we see today, we think the heavy truck market will show GDP-type growth for the rest of calendar year 2025. Overall, we sense a bit of unease in some supply chains as customers deal with the current uncertainty. However, we are seeing normal buying patterns from many of our customers. In the long term, we have the right strategy and solid growth plans. First, we remain bullish on the first pillar in our strategy, focused investments in the electrical steel market. ai initiatives and more data centers mean more demand for power and the infrastructure to carry it there's a two-year backlog on transformers which use the electrical steel cores we make and the need for power is expected to grow at more than six percent per year over the next 15 years 2024 saw the continued surge in electrified vehicles particularly hybrids Worthington is in a very good position to benefit from this preference as we process steel for both the clutch plate and the electrical motor laminations and hybrids. Additionally, we have made excellent progress for closing on our 52% ownership stake in Sedum, a leading European electrical steel lamination manufacturer. A few weeks ago, Tim and I had the opportunity to tour Sedum facilities in Italy and Switzerland and to meet the local management teams and many other employees. I was impressed by CEDUM's culture and how closely their values and approach to people match Worthington's philosophy. CEDUM's technical expertise and know-how will add to our electrical steel laminations offering and strengthen our position as a market leader. I am excited to have the folks at CEDUM combine their expertise with Worthington. We hope to close on this transaction in the next few months. Our second strategic growth pillar includes a strong commercial focus, strategic CapEx, and acquisitions. Our capital investments in the expansion of our electrical steel capabilities in Canada and Mexico continue to move forward. In Mexico, where we manufacture electrical steel laminations for use in industrial motors and electrified vehicles, we have installed the first five presses and testing is underway. underway. We remain on track to begin production late this calendar year. Construction of our expansion in Canada, where we manufacture transformer cores, continues to move forward. We expect to begin production early in calendar year 2026. We have new commercial initiatives underway to grow, share, and volume. We are just starting to see the effects of this effort. All the while, we continue to consider M&A opportunities that complement our business and fit both our strategy and our culture. The third pillar of our growth strategy is the transformation, our systematic approach to making base business improvements. The transformation mindset is part of our ongoing workflow, and simply put, if we find something that's good, we look for ways to double it. If we find something bad, we find ways to cut it in half. This quarter, teams came together across the company using collaboration, standard work, and data analytics to reduce press change over time, work in progress inventory, and streamline HR functions. This is just a sampling of the transformation activities happening throughout the company and can lead to reductions in both working capital and cost, while at the same time increasing efficiency and capacity. Before I conclude my remarks, I'd like to touch on a few highlights from the quarter. This quarter, our teams continue to grow market share with new automotive OEM business, which ramps up over the next coming months. In January, our electrical steel operation was awarded the Best Supplier of the Year award by MOLLE, a leading global automotive parts manufacturer. This marks the third consecutive year our team, based mainly in India, has been honored by MOLLE for their exceptional performance in quality, delivery, and support of new product development. I'd like to congratulate them on this achievement. We collaborated with Cleveland Cliffs to develop a lightweighting solution to reduce weight and optimize cost and battery trays for electric vehicles. A battery in an electric vehicle typically represents 20 to 25 percent of the vehicle's overall weight, and our Taylor Weld to Blank solution helps OEMs achieve weight savings. Our Mexico Steel Processing Joint Venture, Servicero, commissioned its new Slitter and Monterey and is now running production orders. Lastly, Worthington Steel Leadership Team kicked off our AI journey. We are exploring how to incorporate AI into our operating model, the Worthington Business System, expanding our advanced analytics portfolio with targeted experimentation and introducing generative AI education for our corporate and functional employees. To summarize, due to the amount of uncertainty in many markets, we are cautiously optimistic about the near term. However, we think clarity will improve as the year moves forward, and we are more optimistic about the second half of 2025. I believe we are well positioned to grow our business. Once again, I offer my thanks to the entire Worthington Steel team for keeping safety, quality, performance, and our customers front and center each and every day. Now, I'll turn things over to Tim Adams to discuss financials.

Thank you, Jeff, and good morning, everyone. For the third quarter, we are reporting earnings of $13.8 million, or $0.27 per share, as compared with earnings of $49 million, or $0.98 per share, in the prior year quarter. There were several unique items that impacted our quarterly results, including the following. The current quarter results include $7.4 million, or $0.07 per share, of pre-tax asset impairment charges related to two discrete items. The first was for the operational consolidation of our Worthington Samuel Coil Processing's coal pickling facility in Cleveland into WSCP's remaining existing facility in Twinsburg, Ohio. The consolidation resulted in an asset impairment of $6.1 million. The second item is the impairment of an in-process research and development intangible acquired in connection with the 2021 TWB Shiloh acquisition. The write-off of the R&D intangible resulted in an impairment charge of $1.3 million. dollars. Additionally, we recognized pre-tax restructuring expenses of $900,000 or one cent per share related to a voluntary retirement plan at our Taylor Wadded Blank Joint Venture. The prior year results included pre-tax separation expense of $1 million or one cent per share. Excluding these unique items, we generated earnings of 35 cents per share in the current quarter compared with 99 cents per share in the prior year quarter. In addition, in the third quarter, we had estimated pre-tax inventory holding losses of $1.2 million or two cents per share compared to estimated pre-tax inventory holding gains of $19.3 million or 29 cents per share in the prior year quarter, an unfavorable pre-tax swing of $20.5 million or 31 cents per share. In the third quarter, we reported adjusted EBIT of $25.3 million, which was down $41.6 million from the prior year quarter adjusted EBIT of $66.9 million. This decrease is primarily due to lower gross margin and, to a lesser extent, higher SG&A expense and lower equity earnings at Serbia's Serum. Gross margin was impacted by lower volume and lower direct material spreads, primarily due to year-over-year pre-tax inventory holding losses. I will touch on markets and volumes in a moment. SG&A increased $1.8 million over the prior year third quarter, primarily due to higher wage and benefit costs, as well as incremental professional fees associated with the announced CEDEM acquisition. Equity earnings from Servicero decreased due to lower direct volumes, as well as the impact of exchange rate movements. next i'll provide some perspective on the market and our shipments the market pricing for hot rolled coil has been in a relatively tight band between 650 and 700 dollars per ton from july through january with a modest increase in february to the mid 700 range hot roll coil pricing in march increased to approximately 950 dollars per ton and is expected to remain at this level in the near term as a result of tariffs With the recent increase in market pricing, we expect estimated inventory holding gains in the fourth quarter of fiscal 2025. We estimate those pre-tax holding gains could be approximately $20 to $25 million as compared with $1.2 million of estimated pre-tax holding losses in the third quarter of 2025. Net sales in the quarter were $687 million, down $118 million, or 15% from the prior year quarter, primarily due to lower direct volumes and lower direct market pricing. We shipped approximately 881,000 tons during the quarter, which was down 11% compared with the prior year quarter. Direct sales volume made up 57% of our mix in the current year quarter as compared with 55% in the prior year quarter. Direct sale volume was down 7% over the prior year quarter with shipments down in most markets. Our shipments to the automotive market were down 3% compared to the prior year quarter. As we discussed last quarter, our automotive book of business has been impacted by production cuts at one of our Detroit 3 OEM customers as they write size their inventory levels, and adjust their commercial strategy. We are optimistic the OEM is moving in a positive direction. The OEM's year-over-year production cuts of approximately 25% continue to impact our results in Q3. However, it appears the OEM is making progress to replenish their supply chains in anticipation of improvements in sales. We believe the OEM is making progress towards a more normal build schedule later in the calendar year. The impact of reduced shipments in the quarter to this OEM were partially offset by increases in shipments with others. As we've noted over the past few quarters, we have won new programs and increased our share in the automotive market. We are beginning to see the volume impact of some of those new programs. These platforms will continue to ramp up over the next several quarters. Similar to last quarter, our year-over-year shipments to the remaining Detroit 3 grew despite a drop in OEM unit production. Our teams are doing a great job working with our automotive customers to deliver solutions that meet our customers' market objectives. We look forward to continuing to grow our partnership with our automotive customers. Turning to the construction market, our volumes decreased 20% on a year-over-year basis. The decrease was a combination of several factors. First, in the prior year, we successfully pivoted to a more construction-heavy mix as part of our contingency plan related to the D3 automotive strike and its potential near-term aftermath. We also believe overall economic uncertainty impacted construction volumes, as well as volume in many other markets. We believe many buyers took a wait-and-see approach in December and January. We saw volumes pick up throughout February. and we believe our February volume increase may have included some pull-ahead demand. However, the feedback from our customers leads us to believe most of the increase was due to fundamental improvements in demand. Full tons were down 15% year-over-year, primarily due to a general slowness in many markets, including automotive. As is typical during volume slowdowns, some of our customers pulled toll processing jobs back in-house because they had open capacity. When the end market demand picks up, we expect our toll processing volumes to increase. However, we expect to see a decrease of approximately 100,000 annual toll processing tons as a result of the WSCP consolidation from Cleveland to Twinsburg. Turning to cash flows in the balance sheet, cash flow from operations was $54 million and free cash flow was $25 million. During the quarter, we spent $28.6 million on capital expenditures related to a variety of projects, including the previously announced electrical steel expansions. On a trailing 12-month basis, we generated $82.3 million of free cash flow. Wednesday, we announced a quarterly dividend of $0.16 per share, payable on June 27, 2025. We ended the quarter with $63 million of cash, and our outstanding debt at February 28 was $112 million, resulting in net debt of $49 million. Finally, I would like to thank our team for making safety the highest priority at every facility and for driving results in a challenging quarter. I look forward to working with our entire team to continue driving value for Worthington Steel stakeholders.

At this point, we would be happy to take your questions thank you if you would like to ask a question please press star one on your telephone keypad if you would like to withdraw your questions simply press star one again please ensure you are not on speakerphone and that your phone is not on mute when called upon thank you one moment please for your first question your first question comes from martin Anglert with Seaport Research. Your line is open.

Hello. Good morning, everyone.

Hi, Martin.

Just wanted to see if you can discuss the impact that you're seeing thus far with the tariff policy. Maybe if you could run through positives and negatives in anything you're hearing from your customers in the supply chain.

Yep, Martin, no problem. You know, First of all, I tell you, we would anticipate very little impact on our business. You never know where to start in this conversation. Probably the easiest place is just looking at 232 and the terrace on steel and aluminum. I say little impact on our business. I know you're very well aware of this, but our strategy is we buy steel where our customers are and where we're going to produce there. So very localized. That's been our strategy. We'll continue to be our strategy going forward. So shouldn't see much interruption at all in the supply chain. I would say the secondary impact of that is simply steel prices. And you're already seeing that there's been a brief jump up in pricing, really probably $250 per ton over the last six months or so, up to around $950. Whether or not that's sustainable is certainly debatable. So not a lot of impact there. Now, beyond that, there's reciprocal tariffs. There's a lot that's being discussed. right now. And I would tell you again, regardless of the direction it goes, we feel like there's going to be little impact on our earnings. We've dealt with tariffs. We think we have great strategies in place to mitigate. And really the most important thing that we can do right now is stay completely aligned with our customers and our suppliers. But we can't make any knee-jerk reactions or big decisions at this point simply because there's so much uncertainty. So I would say the biggest downfall right now, it is that uncertainty. And it's probably, I'm laughing a bit, the intellectual strain of trying to keep up and keep the conversations going with the customers so we can get a better understanding of what the rules are going to be going forward. So we'll continue to watch it and see how it plays out. But again, I want to assure those listening, we'll be in good shape regardless and have good plans in place, Martin.

Understood. Wanted to ask about TWB. I think there was a small charge in there, but I think it was a loss for the quarter, which was somewhat abnormal. I think if I remember right, they are typically not susceptible or as susceptible to inventory holding gains and losses. So I just wanted to understand what's happening there.

Now, there were two special charges related to TWB. We wrote off some R&D that we had acquired through the Shiloh acquisition. That was part of it. And then they had an early retirement program that they offered to select departments. And that was, you're seeing the impact of both those charges. I think the early retirement charge was about $900,000. And the in-place R&D that we wrote off was about $1.3 million. And typically, they're not susceptible to inventory holding gains and losses because it's usually a directed buy program related to that. Really, the OEMs tell TWB who they need to buy from.

Stripping out the one-off items for the quarter, there regarding your expectations of underlying unit EBITDA and steel and kind of the cadence or trajectory of normalization there and again stripping out one-off items as well as inventory holding gains and losses i guess what i'm asking for is your best guess based on visibility you you know, whether this takes a quarter, two quarters, four quarters before things are kind of back to a normalized level on the underlying unit EBITDA.

Yeah, I mean, that's so much driven by demand, right, and volume and how your fixed costs are covered, right? So, I think it's, and I don't want to punt this, but there's so much uncertainty right now, right, in the market, What is demand going to be for the rest of the year? And I think that's the challenge that everybody is working through right now. I think Jeff May comments in his prepared remarks related to automotive is going to be flattish year over year. We think construction is going to pick up in the second half of the year, but all bets are off right now, right? What happens to inflation? What happens to interest rates? What happens to the economy as a whole? Do we tend more towards a recession versus small growth, right? I mean, it could be, you know, I think we're cautiously optimistic that by the end of the year, we should be at more normalized run rates from a volume perspective. But there's a lot of moving parts.

When you say end of the year, do you mean calendar year?

I'll say calendar year. Calendar year, yeah.

Okay. Okay. Any way to parse out the unit fixed cost impact potentially that you're seeing, maybe using this quarter as an example within steel, and because volumes were off pretty substantially year on year, was that a negative $2, $5, $10, $15 ton headwind?

I don't have any numbers to give you. I think what I would do is I would go back and look at what we've done historically. I'd look at the Form 10, what we put out there. I would look at what we've put out over the last five months or five quarters as a publicly traded company. I think you can start to get a feel as demand moved around of kind of what the mix is between variable and fixed.

I guess pivoting to the JV there, typically they do a bit better in a rising steel price environment. I think it was break-even, if I remember right, for this quarter, but I would guess that it should step up. Yeah, you're talking about Serviacero, correct? Yeah, Serviacero.

Yeah, Serviacero. I think the challenge of Serviacero is they felt the same demand compression that we had in the U.S. They sell a lot of automotive as well down there. I mean, their markets are virtually the same as ours, maybe slightly different. They do maybe a little bit more appliance but in general their market is our market and when automotive down is down here it's down there as well because it's a pretty integrated supply chain I think the other thing you're seeing is the impact of exchange rate movements in the peso I think that's the other piece that's there and they may have suffered a little bit of inventory holding losses as well but it but those other two things far outweigh the demand really the volume piece and the peso exchange rate really outweighed the inventory holding loss okay i appreciate the color thank you for the time and good luck thanks martin the next question comes from phil gibbs with key bank capital markets your line is open hey good

morning hey phil hey jeff you you had mentioned that february was uh was was reasonably strong and we did see that in the MSCI data as well. And what are you seeing in March thus far, I guess, following February?

Yeah, Phil, that's why I made the comment. I felt like what we experienced in February was more just underlying demand and better fundamentals versus any type of pull ahead because we've seen that momentum from February definitely swing into March. So, obviously, that's why we're feeling more cautiously optimistic. And specifically, automotive, we saw that demand come back in much stronger in February. And then, Phil, you've heard us talk the last two earnings calls about one of our customers, one of our larger OEMs, which was having some challenges. And fortunately, they've been executing on their plan and been successful bringing inventory down, starting to get back market shares and normalized. So we should continue to see a buildup with that customer over the next few months.

And you mentioned in your remarks that construction volumes, I think specifically, were down 20%. Obviously, a very difficult comparison and not, I don't think, overall indicative of the demand drop itself in the marketplace. Is there going to be an effort to get some more market share back within construction, or is it just some of the customers that you're serving at this point?

Good question. I'll start with it's a bad comp. It's a tough comp. You recall last year, we anticipated the strike at the D3, and so we had an effort to really pursue opportunities specifically in the construction market, and were able to, you know, win those awards, and obviously construction made up a big piece of our shipment portfolio that quarter. So that is really the big difference between this year, the difference in construction, and last year. I will tell you that we have had more of an effort, though, to answer the second part of your question, to go after more opportunities in that market here over the last couple of months, just because we had that larger OEM that was a little bit slower, and we anticipated some holes in the book. That also helped out a bit in February, Phil. And I think you'll see that carry over into March, April, and May as well.

Thanks, Jeff. And any color on some of the newer customer awards within Automotive, I wouldn't think that they would have been visible in this quarter, maybe more visible as the year progresses, but maybe some color on the new awards there and whether or not you expect them to be accretive to your margin profile.

Yeah, thanks, Phil. So, you know, yes, we mentioned in our comments, the commercial group has been quite successful targeting new programs and specifically automotive. So we have clearly gained share, started to see some of that trickle into shipments in February. And as you're right on, we'll continue to see that build up March, April, May, and really even into the summer. So yeah, over the next six months, you'll start to see that make an impact on our volume and then therefore hopefully on our margins. I will tell you, you know, the customer that the OEM particularly that was struggling is high-value ad. They buy all of our high-value ad products, so it's higher margin business. Some of the automotives, the majority of the automotive we're picking up, though great business and we appreciate the opportunities, are not necessarily as high-value ad as that business, but overall going to be meaningful to the bottom line longer term.

The next question comes from John Tomazos with John Tomazzo's Very Independent Research. Your line is open.

Thank you for taking my question and for your service to the company. Thanks, John. What fraction of the 16 million unit market last year or this year is U.S. made? Lorenzo, on a call, said that last year was the first year that had a majority foreign imports. But the literature search I found had a different statistic, and maybe I just didn't find the right number.

John, I'm sorry. I don't know that exact number. And I'll say this, and we'll validate it later with you, because I do want to give you an answer. I would also doubt that comment that the majority had been foreign shipments or imports in here of the U.S. market, but I will have to validate it.

Yeah, I think, John, at the end of the day, right, we don't think of it in terms, we think of it in terms of the North American production market, right, because we have operations in Mexico, we have operations in the States, and we have some operations in Canada. We think of it in terms of really holistically North America.

Let's just say for discussion that it's 9 million U.S., 7 million abroad or six or something, and Trump puts up a wall. If 16 million units were handed to the U.S. companies on a ladder how much of it could they take could they make 1 million more 2 million more what's your best guess then i don't have a guess that's a good call for their a good question for their earnings call i i i don't know i don't i don't we don't know their capacity we know ours since i'm not smart enough to figure out.

I guess I'm not either.

On electrical, there was some electricity conference a year or two ago where the utility companies said, oh, there's going to be one or two percent demand growth. Elon Musk said it's going to be over five. You used a number of six percent today. What percent growth do you think the electric utility industry is in a position to supply. I don't think they're ready to make 6% more.

Well, I think the 6% that Jeff referred to really is transformer growth, right? So, that's a combination of a couple things, right? That's a combination of new growth in transformers, right, because of demand, but it's also going back to the grid that is old and brittle, that is, you know, most, probably 75% of transformers in use today are at their 30-year or beyond their 30-year useful life. And at the same time, you have what they're doing with respect to grid hardening, which means they're trying to take some of these things underground because of wildfires and hurricanes and a variety of other issues that are out there. So it's the transformer market more so. We don't look at necessarily the electrical demand itself. That's part of it, and that's adding to the demand for transformers. but it's really a combination of all those things.

This concludes the question and answer session. I'll turn the call to Jeff Gilmore, President and CEO, for closing remarks.

I want to thank everybody for their interest in Worthington Steel and joining the call today. Again, I want to stress how just pleased I am with our efforts and how proud I am of the overall team, and we will look forward to sharing more on our progress next quarter. Thank you.