Detailed narrative
Kloeckner closing and DPLTA path
The Kloeckner transaction closed June 3, shares were delisted from Frankfurt on August 12, and the DPLTA was signed September 8. It awaits shareholder approval in October and effectiveness by the German courts. Approval provides operating control and formal integration and synergy capture starting Q1 CY27. Integration teams are already meeting to learn processes and cultures.
Consolidated results and comparability
Net sales were $2.7B, about $1.9B above last year, and shipments were about 1.9M tons (77% direct, 23% toll vs 63%/37% a year ago). Adjusted EBITDA now includes 100% of consolidated operations before non-controlling interest allocation. Purchase-accounting inventory step-up cut gross margin and EBITDA by ~$43M. No pro forma or segment data for Kloeckner has been vetted or disclosed.
Legacy Worthington Steel performance
Legacy shipments were ~921,000 tons, down 1%, with direct up 3% and toll down 8%. Higher direct volumes added $7.6M to direct spreads and inventory holding gains added $6.5M; ex-volume and holding gains, direct spreads were roughly flat. Lower toll volumes cut toll spreads $2.3M, offset by $1.4M of mix.
Manufacturing expense rose ~$11M (6%) and legacy SG&A rose $17.6M ($2.9M ex acquisition fees and prior-year CDEM bonus). Servi Acero equity earnings fell ~$1M.
End markets
Legacy auto direct shipments +4%, agriculture +40%, other transportation +39% on share gains; energy -31% on customer sourcing shift and construction -9% on tight availability limiting short-term quoting. Supply is tight, imports down, lead times long; HRC ended the quarter near $1,200/ton. Management sees galvanized spreads as sustainable, with benefit arriving with January 1 contracts.
Cash flow, capital and balance sheet
Operating cash flow was -$6M, capex $63M (split roughly evenly legacy and Kloeckner), free cash flow -$69M. Cash was ~$248M and net debt ~$1.9B after term loan B and senior notes. No leverage ratio is reported until a full year of Kloeckner. Becker Stahl is being marketed for sale.
Minority shareholders and Kloeckner economics
After the DPLTA is effective, Kloeckner minority holders (~38%) get a put at €11 per share or guaranteed annual compensation of 6% (€0.66 per share), and may hold indefinitely. Kloeckner gross margins are lower than Worthington's due to less value-add (buys galvanized); WS plans to supply galvanized as a synergy. Kloeckner buys ~99% from domestic mills.
Operational initiatives
AI-enabled MRO inventory decisions are producing validated value to be converted into financial results; Monroe, Ohio unlocked capacity by shifting work from a bottleneck press to an underused asset without added capital. TWB won two Subaru supplier awards.
