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沃辛顿钢铁 (WS) 2027财年第一季度业绩电话会:聚焦克洛克纳与债务

2026-10-08 04:03:39
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核心要点

  • 沃辛顿钢铁公布2027财年第一季度净销售额为27亿美元,调整后EBITDA为1.11亿美元,调整后每股稀释收益为0.57美元。在完成6月3日的收购后,本季度财务数据首次纳入了克勒克纳金属(Kloeckner Metals)。
  • GAAP结果包括归属于沃辛顿钢铁的持续经营业务净亏损700万美元,即每股稀释亏损0.14美元;相比之下,上年同期净收益为3680万美元,即每股收益0.73美元。
  • 针对克勒克纳库存的收购会计处理使第一季度毛利率和调整后EBITDA减少了约4300万美元。管理层表示,若加回这一非现金影响,EBITDA将约为1.5亿美元。
  • 沃辛顿钢铁现有业务销售额同比增至9%至9.54亿美元,而出货量下降1%。汽车、农业和其他运输行业的出货量增长,但被能源和建筑出货量的减少所抵消。
  • 此次收购大幅增加了融资成本。净利息支出从290万美元增至3880万美元,季度末净债务达到19亿美元。
  • 管理层预计2027财年合并资本支出为1.6亿至1.8亿美元,并预计第二季度现有业务的库存持有收益为1000万至1500万美元。

关键财务数据

指标 2027财年第一季度 上年同期 点评
净销售额 27亿美元 约8亿美元 增长主要反映了合并克勒克纳的财务报表
调整后EBITDA 1.11亿美元 — 包含未分配给非控股权益的100%合并调整后EBITDA
调整后EBIT 7850万美元 5550万美元 增加了2300万美元
归属于WS的GAAP净利润 -700万美元 3680万美元 持续经营业务
GAAP稀释每股收益 -0.14美元 0.73美元 收购相关项目影响了可比性
调整后稀释每股收益 0.57美元 0.77美元 较高的利息支出拖累了每股收益
净利息支出 3880万美元 290万美元 收购克勒克纳后增加
总出货量 约190万吨 — 合并业务结构为77%直接销售和23%受托加工
经营现金流 -600万美元 — 合并结果
资本支出 6300万美元 — 大致平分于沃辛顿钢铁现有业务与克勒克纳之间
自由现金流 -6900万美元 — 经营现金流减去资本支出
截至8月31日的现金 约2.48亿美元 — 收购完成之后
截至8月31日的净债务 19亿美元 — 收购完成之后

报告的业绩包括2260万美元的税前收购相关费用、重新计量先前持有的克勒克纳股份产生的1550万美元税前亏损,以及与收购相关的560万美元递延所得税资产冲销。

业务与运营表现

克勒克纳助力合并销售额同比增长19亿美元,并扩大了沃辛顿钢铁的加工能力、终端市场覆盖和地理足迹。公司正为正式整合做准备,但运营控制权和协同效应的获取取决于《支配与盈亏转移协议》(DPLTA)的生效。

沃辛顿钢铁现有业务实现销售额9.54亿美元,增加8100万美元,即增长9%。现有业务总出货量约为92.1万吨,下降1%。直接销售量增长3%,而受托加工量下降8%。

汽车直接出货量同比增长4%。管理层预计,截至2026日历年末,北美汽车生产将保持韧性,行业产量预计与2025日历年基本持平。

在OEM设备和粮仓需求的支撑下,农业出货量增长了40%。包括重型卡车在内的其他运输出货量增长了39%,这主要得益于市场份额的扩大和新业务的拓展。

这些增长大部分被能源出货量下降31%(反映了客户采购渠道的转变)和建筑出货量下降9%所抵消。钢材供应紧张限制了公司对短期建筑合同报价的能力。

受直接出货量增加和库存持有收益有利变动的推动,现有业务的直接价差分别获益760万美元和650万美元。税前库存持有收益总计1210万美元,而上年同期为560万美元。扣除出货量和库存影响后,直接价差同比基本持平。

现有业务的制造费用增加了约1100万美元,即增长6%,主要由于人工、福利和运费成本上升。剔除收购费用和上年同期的CDEM结业奖金后,现有业务的销售、一般及管理费用(SG&A)增加了290万美元,主要受工资和福利推动。

管理层业绩指引

管理层预计,2027财年第二季度克勒克纳库存公允价值提升的剩余影响有限。

基于热轧卷板价格、钢厂供应紧张以及基于指数的合约定价滞后,公司预计2027财年第二季度沃辛顿钢铁现有业务的税前库存持有收益为1000万至1500万美元。

2027财年的合并资本支出预计总计1.6亿至1.8亿美元。管理层表示,第一季度的支出侧重于已经在推进的项目,并应随着年度推进而有所放缓。

公司此前沟通的协同效应和去杠杆目标保持不变。管理层预计,减债工作将随着协同效应的获取、营运资金的改善以及计划中出售Becker Stahl的交易同步推进。预计克勒克纳将利用该出售事项的大部分净收益来偿还债务。

若DPLTA获得股东批准并生效,预计正式整合和协同效应的获取将在2027日历年第一季度开始。

风险与关注事项

钢材供应依然紧张,进口受限、交货周期延长、生产计划变动以及预计的钢厂停产检修交织在一起。管理层估计,供应链制约因素导致本季度减少了约3万吨的额外出货量。

需求依然不均衡,而客户对库存和采购承诺持谨慎态度。建筑活动继续面临来自利率、消费者信心和地缘政治不确定性的压力。

此次收购增加了杠杆率和利息支出。沃辛顿钢铁未报告过去12个月的杠杆率,因为该计算将包含收购融资和克勒克纳的债务,但仅包含克勒克纳三个月的EBITDA。

整合和协同效应的实现仍以DPLTA生效为前提。公司还必须管理营运资金需求,并降低克勒克纳整体运营中的库存。

分析师问答环节亮点

管理层将沃辛顿钢铁现有业务好于寻常的环比出货表现归因于汽车、农业和重型卡车领域的市场份额增长。管理层还指出,供应制约限制了出货量的进一步增长。

关于镀锌价差,由于供应紧张和进口受限,管理层对其可持续性表达了信心。然而,由于公司90%以上的业务签有合同,该收益在本季度未能完全体现。管理层预计,在1月1日新合同季开始后,可见度将更高。

管理层表示,克勒克纳约有99%的采购来自于本土钢厂,这与沃辛顿钢铁的区域采购战略一致。

克勒克纳的利润率在结构上较低,因为沃辛顿钢铁开展了更多高附加值加工,包括镀锌和酸洗。管理层认为向克勒克纳供应镀锌钢材以及提高其库存效率是潜在的协同效应契机。公司此前已确定存在1.5亿美元的营运资金协同效应。

根据拟议的DPLTA,克勒克纳的少数股东将获得一项卖出期权,可以按每股11欧元的价格将股份出售给沃辛顿钢铁。选择保留持股的股东将获得每年保障性现金补偿,额度为6%(即每股0.66欧元),并可无限期继续持有其股份。

业绩电话会议完整转录稿


完整财报电话会议逐字稿

管理层陈述

Operator

Thank you. Good morning, and welcome to Worthington Steel's First Quarter Fiscal Year 2027 Earnings Call. After today's prepared remarks, we will host a question and answer session. If you would like to ask a question, please press *1 to raise your hand. To withdraw your question, press *1 again. I will now hand the conference over to Melissa Dykstra, Vice President of Corporate Communications and Investor Relations. Melissa, please go ahead.

Melissa Dykstra

Thank you, operator. Good morning and welcome to Worthington Steel's First Quarter Fiscal Year 2027 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 materially from those suggested. We issued our earnings release yesterday after the market closed. Please refer to more detail on 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 are presented on a stand-alone basis. You can find definitions of each non-GAAP measure and GAAP to non-GAAP reconciliations within our earnings release. The call is being recorded and a replay will be available later today on worthingtonsteel.com. Now I'll turn it over to Jeff Gilmore.

Geoffrey Gilmore

Good morning and thanks for joining us. Today marks another major milestone for Worthington Steel as we report Kloeckner Metals as part of our results for the first time. This achievement follows several important steps over the last few months. We closed the transaction on June 3. Kloeckner's shares were delisted from the Frankfurt Stock Exchange on August 12, and the Domination and Profit and Loss Transfer Agreement, or DPLTA, was signed on September 8. The DPLTA remains subject to shareholder approval in October. If approved and effective, it would provide a clear framework for operating control, as well as formal integration and synergy capture, beginning in the first quarter of calendar year 2027.

Planning for that phase is already underway on our side. Teams from Worthington Steel and Kloeckner are spending time together, learning each other's business, processes, and cultures. The better we understand each other now, the better prepared we will be to move with discipline when we have operational control. These early interactions continue to reinforce what we believed when we announced the transaction. These are two strong companies with talented people, deep customer relationships, and cultures that value performance. We have more work ahead, but we are encouraged by the foundation we are building. Before I move to our results and end markets, I want to take time to thank our team.

In addition to the work happening to ensure the successful integration with Kloeckner, they've been navigating difficult market conditions. Simply put, this is one of the most challenging steel supply environments most of us have ever seen. Supply remains tight, lead times are long, production schedules are shifting, and securing the right material for customers has been difficult. Through it all, our employees continue to shine in their unwavering commitment to our customers and our company. With that, let's turn to the quarter. Net sales were $2.7 billion. Adjusted EBITDA was $111 million, and adjusted earnings per share was $0.57.

Because this is the first quarter that includes Kloeckner and their reported results, I will spend a bit more time on the financial details including leverage, purchase accounting, and the items investors should consider when comparing results to prior periods. From my perspective, the bigger point is straightforward. Kloeckner changes the size, shape, and reach of our company. It expands our product and processing capabilities, broadens the markets we serve, and extends our geographic footprint. This is the kind of high-quality scale we have talked about for some time. This scale gives us more ways to serve customers, more balance across cycles, and more opportunities to create long-term value. From a macro standpoint, the quarter remained dynamic.

Demand was uneven across end markets, and customers continued to be careful with inventories and commitments. Supply also remained tight in the U.S. with imports down and lead times extended in many parts of the market. In an environment like this, execution makes a real difference. Across the business, our teams work constructively with customers and supply partners, adjusted plans, and help customers secure the material they needed. This is one of the ways Worthington Steel earns trust. Customers need communication, problem solving, and a team that stays engaged when conditions are difficult. That has always been part of who we are and it will remain a strength as we operate as a larger company. Let me walk through what we saw across our key markets, comparing legacy Worthington Steel for both periods and what we were watching in the months ahead.

North American automotive production has remained resilient so far in calendar year 2026, and we expect that to continue through year end. Based on the latest industry forecast, North American production is expected to be essentially flat compared to calendar year 2025. Regardless of the overall build environment, our commercial and technical teams continue to win new business by helping customers solve challenges, support key programs, and develop new products. Our teams really shine in this sector. One example from the quarter was TWB, our joint venture, being recognized with two supplier awards from Subaru. It reflects strong execution, expertise and the customer focus that helps us build long-term relationships. Congratulations to the entire TWB team.

Overall, we remain optimistic that automotive will remain solid through the end of calendar year 2026. We are not assuming a significant near-term inflection in builds, but we believe Worthington Steel is well positioned to grow through targeted customer wins, technical solutions, and longer-term localization and near-shoring trends. Demand in the construction market was down in the first quarter. Residential construction continues to support demand, but broader construction activity remains more sensitive to interest rates and consumer confidence. We are also watching interest rates and broader geopolitical stability closely. The recent Fed action reinforces that rates may remain a headwind for longer than many expected, particularly in markets tied to construction, equipment purchases, and larger capital decisions. At the same time, the economy continues to show resilience.

And we believe demand can improve as inflation moderates, uncertainty eases, and consumers gain more confidence in the rate environment. So our posture is practical. We're not counting on a quick macro tailwind, but we are staying close to customers, managing what we can control, and positioning the business to respond as conditions improve. Agriculture was a bright spot this quarter with a 40% year-over-year increase in shipments that was mostly driven by the OEM and grain bin markets. We have strong customer relationships in this space and we are staying focused on where we can add value. We will remain disciplined while positioning the business to benefit if demand continues to improve. Heavy truck and trailer continue to show signs of stabilizing. The market started slowly in calendar year 2023, but we saw benefits from share gains and new business wins. We would not characterize the market as fully recovered, but the direction is more constructive than it was earlier in the year.

For us, the priority is readiness. We will manage the current environment carefully and stay prepared to capture opportunities as activity strengthens. As we bring Kloeckner into our reported results, our market discussion will also evolve. We will continue to talk about the end markets investors know well for Worthington Steel, including automotive, construction, agriculture, and heavy truck and trailer. Over time, we also expect to add more perspective on other industrial sectors where Kloeckner has meaningful exposure. Turning to strategic priorities, Kloeckner is clearly at the top of the list. We are focused on preparing for integration.

That means learning the businesses, reviewing processes, and building relationships while protecting customer service and respecting the strengths of both organizations. We want to move with discipline, not just speed. We want to capture value, but we want to do it thoughtfully and with the same operating discipline that has guided Worthington Steel for decades. We continue to believe in the long-term demand drivers tied to electrification, grid investment, and higher efficiency applications. We are taking a disciplined view of the business under current market conditions and we remain focused on improving performance and building value from the capabilities we have developed. We also continue to find practical ways to make the business better. Some of that comes through technology and AI, and some of it comes from disciplined problem solving by our teams.

Regardless of the technology involved, our approach is consistent. Simplify the work, improve the process, where it makes sense and apply AI to enhance decision-making. In indirect purchasing, for example, we've been simplifying workflows, reducing manual effort, and giving our buyers better information to make decisions. Last year, that work allowed buyers to spend more time on supplier negotiations, sourcing strategy, and commodity management. This led to significant cost avoidance across the company. This year, we built on that foundation by applying AI to improve inventory decisions across our maintenance, repair, and operations network. Our buyers now have better visibility across the enterprise.

While AI helps evaluate demand patterns, identify duplicate purchasing opportunities, recommend transfers between facilities, and support inventory-level decisions. Importantly, our people remain in control, but they have a new tool to help make better decisions. Buyers and maintenance teams confirm recommendations before decisions are made, avoiding unnecessary purchases. We have identified and validated the value. Now the work is converting that into financial results over time to disciplined operating reviews and better inventory management. Longer term, we also see this as a capability that can scale across a larger footprint as we move through Kloeckner integration. Another good example is our Monroe, Ohio facility where the team unlocked capacity by taking a fresh look at how work was being done.

Through disciplined problem solving, internal engineering expertise, and better use of existing assets, the team identified work that could move from a bottleneck press to a previously underutilized asset. By thinking differently, the team increased production using in-house capabilities, allowing us to better support customer demand without additional capital investment. Together, these examples show how we are creating value in complementary ways. Through digital transformation and AI-enabled decision-making, and through operational excellence led by the experience and problem-solving capabilities of our people. Before I close, I want to come back to my earlier comments about the challenging market we are operating in today. It takes relationships, experience, persistence, and innovative thinking to serve customers well in this kind of environment. Our employees continue to excel in this area. Ultimately, this is what sets us apart in the industry. While managing through tough market conditions, Worthington Steel teams also continued preparing for the next phase of the Kloeckner transaction.

I appreciate the focus, discipline, and commitment from everyone at Worthington Steel. So to our commercial purchasing supply chain and teams who work with customers and supply partners to keep material moving, thank you. You are helping customers navigate a difficult supply environment. We appreciate your efforts and so do I. To the teams preparing for Kloeckner integration, thank you. The learning and relationship building underway will help shape our future. And to our Kloeckner colleagues, we are glad to be moving forward together.

We are still early in this process, but we are excited about the company we are building. Kloeckner Steel is larger, broader, and more diversified than it was a year ago. We have meaningful work ahead and we will approach it the way we always do. With discipline, care for our people, commitment to customers, and a focus on long-term value creation. With that, I'll turn the call over to Tim for more detail on the quarter and the financials.

Timothy Adams

Thank you, Jeff, and good morning, everyone. Our first quarter results include 100% of Kloeckner following the June 3 acquisition. I will begin with our consolidated results and the items affecting comparability and then discuss the legacy Worthington Steel business where year-over-year comparisons are meaningful. I will finish with a summary with cash flow, capital spending, and our balance sheet. The earnings figures I will discuss are from continuing operations. This continued operations primarily reflect the results of Becker Stahl, which Kloeckner is marketing for sale. In the first quarter, we reported a net loss from continuing operations attributable to Worthington Steel of $7 million, or $0.14 per diluted share.

This compares with net earnings of $36.8 million, or $0.73 per diluted share, in the prior year quarter. The reported results included several items affecting comparability. The largest were $22.6 million of pre-tax acquisition-related expenses, a $15.5 million pre-tax loss from re-measuring our previously held Kloeckner shares at closing, a $5.6 million deferred tax asset write-off related to the Kloeckner acquisition. These and the other adjustments for both periods are detailed in our earnings release. Excluding these items, adjusted earnings were $0.57 per diluted share compared with $0.77 in the prior year quarter. Adjusted EBIT was $78.5 million, up $23 million from the prior year quarter. While adjusted EBIT increased, higher interest expense following the acquisition weighed on adjusted earnings per share. Net interest expense was $38.8 million compared with $2.9 million a year ago.

Adjusted EBITDA was $111 million. Beginning this quarter, our measure includes 100% of the adjusted EBITDA of our consolidated operations before allocation to non-controlling interest. We believe this change enhances comparability to our balance sheet measures. Earnings per share continues to reflect earnings attributable to Worthington Steel shareholders. There's one additional item that is important to understanding our results for the current quarter. Purchase accounting required us to record Kloeckner's acquired inventory at fair value. As that inventory was sold, the step-up reduced first quarter gross margin and adjusted EBITDA by an estimated $43 million. We expect only a limited residual impact in the second quarter.

Net sales in the quarter were $2.7 billion, up approximately $1.9 billion from the prior year quarter, primarily due to the addition of Kloeckner. Total shipments were approximately 1.9 million tons, a consolidated mix with 77% direct sale and 23% toll processing, compared with 63% direct sales and 37% toll processing a year ago. Turning to Legacy Worthington Steel, net sales were $954 million, up $81 million or 9% from the prior year quarter. The increase reflected higher direct volumes and selling prices. Total legacy shipments were approximately 921,000 tons, down 1% year-over-year. Direct sale volumes increased 3% while toll volumes declined 8%. As Jeff discussed, automotive remained a bright spot.

Our direct shipments to automotive increased 4% year-over-year. Agriculture shipments increased 40% supported by OEM equipment and grain bin demand. Shipments to other transportation, which now includes heavy truck, increased 39%, primarily due to share gains as new business was layered in. As a reminder, these are references to legacy markets and do not include the impact of Kloeckner. These gains were substantially offset by lower energy and construction shipments. Energy shipments declined 31%, reflecting a shift in customer sourcing to another supplier. Construction shipments declined 9%, reflecting increased competition in tight steel availability, which limited our ability to quote short-term contract business.

Higher direct volumes increased legacy direct spreads by $7.6 million. In addition, the favorable change in inventory holding gains added $6.5 million. Estimated pre-tax inventory holding gains were $12.1 million this quarter, compared with $5.6 million a year ago. Excluding the effects of volume and inventory holding gains, direct spreads were approximately flat year-over-year. Lower toll volumes reduced legacy toll spreads by $2.3 million. This was partially offset by $1.4 million of improved mix, including spot tolling business at higher spreads. Turning to operating expenses, manufacturing expenses in the legacy business increased approximately $11 million or 6%, primarily due to higher labor, benefits, and freight costs.

Legacy SG&A increased $17.6 million, primarily reflecting the addition of acquisition-related expenses. Excluding acquisition-related fees and the prior year's CDEM closing bonus, Legacy SG&A increased $2.9 million, primarily due to wages and benefits. Finally, equity earnings from Servi Acero, our Mexico-based joint venture, decreased approximately $1 million due to lower direct volumes, partially offset by improved direct spreads. Hot-roll coil prices ended the quarter around $1,200 per ton. Mill supply remains tight, and expected mill maintenance outages are likely to keep lead times extended in the near future. Given the lagging index-based pricing mechanisms in many of our contracts, we currently estimate pre-tax inventory holding gains in the legacy Worthington Steel business of $10 million to $15 million in the second quarter of fiscal 2027. Turning to consolidated Worthington Steel had operating cash outflow of $6 million for the quarter.

Capital expenditures were $63 million, resulting in negative free cash flow of $69 million. The principal factors affecting total cash flow included the Kloeckner acquisition and the issuance of our term loan B and senior notes. The capital expenditures in the first quarter were roughly split evenly between Legacy Worthington Steel and Kloeckner. Spending in our legacy business is weighted toward the earlier part of the fiscal year, reflecting the timing of several projects already underway. We expect that spending to moderate as the year progresses, though the first quarter pace should not be viewed as representative of the full year. Our current planning estimate for combined capital expenditures is $160 million to $180 million for fiscal 2027, with the timing of the project spending influencing where we finish within that range. Following the DPLTA effectiveness, we will review capital priorities across the combined business.

Our focus remains completing key projects, maintaining operating discipline, and generating cash to reduce debt. At August 31, we had approximately $248 million of cash and $1.9 billion of net debt following the Kloeckner acquisition. We are not reporting a trailing 12-month leverage ratio this quarter because it would include the acquisition financing and all of Kloeckner's debt, but only three months of Kloeckner's EBITDA. We expect to report the ratio once we have a full year of Kloeckner results. Our previously communicated synergy and deleveraging targets remain unchanged. We expect debt reduction to progress alongside synergy capture and working capital improvement. As I mentioned earlier, Becker Stahl is also being marketed for sale and we expect Kloeckner will use the majority of the net proceeds for debt reduction.

Our board also declared a quarterly dividend of $0.16 per share payable on December 28, 2026. To close, our financial priorities are clear. We are focused on completing the DPLTA, which is necessary for us to fully integrate Kloeckner and capture synergies, reducing leverage, and advancing our strategic growth projects. Across the business, we will maintain operating and capital discipline with a focus on generating cash and reducing debt. I want to thank our teams for their continued focus on safety, customer service, and execution. At this point, we would be happy to take your questions.

Operator

[Operator Instructions]

分析师问答

Samuel McKinney

Despite the tight supply environment, Legacy Worthington direct tons were down less than 1% sequentially in the first quarter, much better than normal seasonality. I assume some of that has to do with continued market share wins in auto and heavy trucks, but any more details you guys can share around that volume beat would be helpful.

Geoffrey Gilmore

That's a very good performance. And as you said, even more so with the seasonality and Sam, your assumptions, right. It's definitely the market share gains that have continued to grow, you know, be laid in here over time, whether it be heavy truck, agriculture, as well as automotive. And Sam, in fact, we probably missed out on another 30,000 tons of shipment this quarter just due to the supply chain constraints.

Samuel McKinney

Okay. And then Galvanized continue to get better. They averaged over $200 in your fiscal first quarter. I mean, that's much better than the long-term average and the trough levels earlier this year. What's your stance on the sustainability of these spreads as hot roll pricing continues to rise?

Geoffrey Gilmore

You know, I mean, again, today we saw CRU tick up both hot rolled and coated and coated more. And I, we feel pretty strongly that sustainability is an absolute go. I mean, at this point, the market's going to remain tight. You got very limited imports coming in. So the longevity of it is strong. And, you know, for us, we weren't able to experience a lot of that spread expansion here over this quarter. And the reason for that is there's not much spot tonnage available, Sam, as you know. And predominantly, you know, 90% or more of our business is contractual. So we feel pretty strongly on the sustainability piece as we move to this new contract season that would start January 1. And so from that point on is where you would start to see that reflected in our numbers.

Samuel McKinney

Okay, got it. Thanks, Jeff.

Geoffrey Gilmore

Got it, Sam. Thank you.

Operator

Your next question comes from the line of John Tomazos with John Tomazos Very Independent Research. John, your line is now open. Please go ahead.

John Tumazos

Thank you very much. Could you explain the details of the German or European law where the 38% minority holders retain their shares and how long they can retain them? And could you explain the difference in inventory turnover and gross margin between the two? Between the Kloeckner and Worthington legacy businesses.

Geoffrey Gilmore

John, I'll take the first part and Tim, please jump in if I miss anything on timeframe. Specifically to that 38% and the minority shareholders. First of all, once the DPLTA is approved by shareholders and declared effective by the German courts, minority shareholders are granted a put option and they could sell their shares to Worthington for €11 per share, which is what we negotiated. Now to your question, should minority shareholders choose to remain? The DPLTA states they would receive an annual guaranteed cash compensation of 6% or €0.66 per share. Specific to the timeline, Tim, I can't remember the exact timeline on how long they can hold their shares. I'm not sure that it's clear that there is, right? So, John, hopefully you heard that. We had a little discussion amongst us. They could hold on to the shares as long as they like. Yes, forever if they choose to.

Timothy Adams

John, as far as your second part of the question, as far as gross margins, so this should come as no surprise, gross margins for Worthington Steel will be higher because we have higher value-added processes, including galvanized and pickling. So we make galvanized and Kloeckner buys galvanized. So the starting point is just different. So their margins are going to be a little bit lower than ours, but it's one of the synergies that we pointed out. We'll start making galvanized for them once we're able to capture the synergies. And it's the same thing on the inventory turnovers. I don't have a specific number for you with respect to how they performed in the past, but we've put out 150 million of working capital synergies.

So we know a big chunk of that is related to inventory and how we manage the business versus how they manage the business. And it goes back to transformation, right? We've transformed and you can see in the data that we put out there, kind of where we started 15 years ago on inventory days and where we are today, we're looking to put similar improvements at Kloeckner down inventory.

Operator

Your next question comes from the line of Martin Englert with Seaport. Martin, your line is open. Please go ahead.

Martin Englert

Hello, good morning everyone.

Geoffrey Gilmore

Hi, Martin.

Martin Englert

I wanted to see, can you give us a clearer view of Kloeckner's normalized EBITDA on Q1, excluding the purchase accounting, the inventory step up that was the previous $43 million fair value, and anything else that might be in there. Also any type of color on how earnings looked across the Kloeckner business in North America and Europe, and footprint, respectively.

Timothy Adams

Martin, this is Tim. We're not disclosing at this point, I'll call it segment type data. We're not at that point in the process of being able to talk about that. And then looking back at the, you know, how they performed in the past, you know, we haven't done a pro forma. There's no pro forma available that's been vetted. So we're just kind of looking at Kloeckner. We're making comments about the legacy business. And then we're explaining Kloeckner, kind of what they add to the business.

Martin Englert

Right, but the reported results for the quarter, what you did infer within the release, the $43 million, and this was prepared remarks. The $43 million was purchased accounting. That would be non-cash, correct? And that would be additive to what was reported and it was not adjusted out of the $111 million of EBITDA, correct?

Timothy Adams

That is correct. That is correct. When we say adjusted out of, like what I would say it this way. You could add back the $43 million to the $111 million to get to, you know, $150 million that's more representative of EBITDA.

Martin Englert

Okay, excellent. Thanks for clarifying that. For the Kloeckner business, this is maybe a little bit more specific to the U.S., but how much did they source from within the U.S. market from domestic mills versus import?

Geoffrey Gilmore

Martin, this is Jeff. So Kloeckner and Worthington Steel have very similar strategies. We support our local mills. We buy where we produce. It's going to be 99% of their purchases would have come from domestic mills. So that's certainly something. We're excited about, I've talked about the footprint being highly complimentary, being us big in the Midwest and then much bigger in the Southeast and pushing Southwest. And that's going to be great for our supplier base as well because, you know, I say we buy, you know, locally. We truly do buy predominantly most of our steels regionally, and we're in the Midwest, and they're in a similar situation. So we'll have jointly new suppliers in the mix. But same strategy as Worthington Steel.

Martin Englert

Okay, understood. That's all I have. Thank you very much.

Operator

Thank you, Martin. We have reached the end of the Q&A session. I will now turn the call back to Jeff Gilmore, President and CEO, for closing remarks.

Geoffrey Gilmore

Thank you and a lot of progress obviously this quarter. Another important milestone coming up. I want to again say how proud I am of the Worthington Steel and Kloeckner employees for their efforts and work to date. And then thank you for listening in and showing interest in Worthington Steel. We look forward to talking again next quarter.

Operator

This concludes today's call. Thank you for attending. You may now disconnect.

This live transcript is auto-generated without human intervention or review.

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