Worthington Enterprises, Inc. · NYSE:WOR
Worthington Enterprises — Worthington Industries — Merger or Acquisition (September 2022)
22 slides from Worthington Enterprises's merger presentation, Sep 29, 2022
Slide 1: Worthington Industries Plans to Create Two Market-Leading, Independent Public Companies
WORTHINGTON INDUSTRIES PLANS TO CREATE TWO MARKET-LEADING, INDEPENDENT PUBLIC COMPANIES September 29, 2022
Slide 2: Notes to Investors
NOTES 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 Securities Litigation Reform Act of 1995 (the “Act”). Statements by the Company relating to the intended separat
Slide 3: Notes to Investors
NOTES 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 exc
Slide 4: Worthington Industries Plans to Separate into Two Market-Leading, Independent, Publicly Traded Companies
WORTHINGTON 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 a
Slide 5: Creating Two Market-Leading, Independent Public Companies
CREATING TWO MARKET-LEADING, INDEPENDENT PUBLIC COMPANIES… NEW WORTHINGTON WORTHINGTON STEEL Andy Rose Geoff G. Gilmore Chief Executive Officer – New Worthington Chief Executive Officer – Worthington Steel Current Chief Executive Officer & President Current Chief Operating Officer with 14 Years at W
Slide 6: Well Positioned for Success and Future Growth
…WELL POSITIONED FOR SUCCESS AND FUTURE GROWTH New Worthington Worthington Steel Consumer Automotive Products 49% 49% Net Sales* Sustainable Energy Other Construction Mix 10% 20% 18% (8/31/22 TTM) Building Products 41% Heavy Truck Agriculture 6% 7% 08/31/22 TTM 08/31/22 TTM Key Net Sales*: $1,391
Slide 7: Both Powered by the Worthington Business System
BOTH 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
Slide 8: Overview of New Worthington
Overview of New Worthington 8
Slide 9: New Worthington Is a Market Leader with Premier Brands in Attractive End Markets
NEW WORTHINGTON IS A MARKET LEADER WITH PREMIER BRANDS IN ATTRACTIVE END MARKETS Key Investment Highlights 3 Year ✓ Proven management team with a value creation focused mindset Financial Snapshot ✓ Demonstrated financial stability and strong free cash flow generation (FY20 – FY22) Net Sales* Adj. EB
Slide 10: Comprised of Three Market-Focused Reporting Segments
COMPRISED OF THREE MARKET-FOCUSED REPORTING SEGMENTS BUSINESS Building Products Consumer Products Sustainable Energy Solutions SEGMENTS (41% of Sales) (49% of Sales) (10% of Sales) 8/31/22 TTM NET SALES*: $577M $678M $136M 8/31/22 TTM ADJ. EBITDA: $239M $106M $2M ◼ Ceiling Solutions ◼ DIY & Pro Tool
Slide 11: Well-Positioned to Take Advantage of Key Trends
WELL-POSITIONED TO TAKE ADVANTAGE OF KEY TRENDS Commercial & Residential Sustainability Technology Outdoor Living Remodeling & Construction Consumer Products Business Building Products Segment Sustainable Energy Solutions Offering/ Products H2 & CNG Refillable Remote Asset Ceiling Metal HVAC Lawn &
Slide 12: Powered by the Worthington Business System
POWERED BY THE WORTHINGTON BUSINESS SYSTEM TRANSFORMATION INNOVATION ACQUISITIONS Leveraging Lean Practices and Technology Driven Solutions Targeting Margin Accretive Opportunities Technology for World-Class Operations Brought to Market ◼ A systematic approach to continuously identify ◼ Robust new p
Slide 13: Overview of Worthington Steel
Overview of Worthington Steel 13
Slide 14: Worthington Steel Is a Best-in-Class, Value-Added Steel Processor in Growing End-Markets
WORTHINGTON STEEL IS A BEST-IN-CLASS, VALUE-ADDED STEEL PROCESSOR IN GROWING END-MARKETS Key Investment Highlights Financial & Operational ✓ Proven management team that is focused on value creation Snapshot ✓ One-of-a-kind business with a unique capability set and leading market positions across mul
Slide 15: A One-of-a-Kind Business with a Unique Capability Set
A ONE-OF-A-KIND BUSINESS WITH A UNIQUE CAPABILITY SET #2 #1 #1 #1 #1 #2 Global Producer of Producer of Tailor Trader of Steel Network of Independent Independent flat Stamped Electrical Welded Blanks in Futures by Independent Producer of Hot rolled service Steel Laminations North America Volume in No
Slide 16: Poised to Capitalize on Key Trends
POISED TO CAPITALIZE ON KEY TRENDS Decarbonization of Transportation Energy Transition Infrastructure Tempel TWB Tempel Tempel Galvanized Steel Galvanized Steel Electrical Steel Tailored Blanks Electrical Steel Electrical Steel Laminations Laminations Laminations Offering / Products Drainage EV Trac
Slide 17: Powered by the Worthington Business System
POWERED BY THE WORTHINGTON BUSINESS SYSTEM TRANSFORMATION INNOVATION ACQUISITIONS Leveraging Lean Practices and Tailored Customer Solutions Strategic Capabilities Enabling the Green Technology for World-Class Operations Energy Transition ◼ A systematic approach to continuously identify ◼ Cross-funct
Slide 18: Transaction Overview
Transaction Overview 18
Slide 19: Transaction Details
TRANSACTION DETAILS ◼ Pro rata distribution of Worthington Steel stock, which is expected to be tax-free to shareholders for U.S. federal income Transaction tax purposes Structure ◼ Worthington Steel to become publicly traded company that will be owned by Worthington Industries’ then-current shareho
Slide 20: Worthington Industries Plans to Separate into Two Market-Leading, Independent, Publicly Traded Companies
WORTHINGTON 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 a
Slide 21: Appendix
Appendix 21
Slide 22: Reconciliation of Non-GAAP Measures
RECONCILIATION OF NON-GAAP MEASURES Worthington has provided in this presentation certain financial information that has not been prepared in accordance with accounting principles generally accepted in the United States of America (“non-GAAP”). Non- GAAP measures should not be considered in isolatio
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