沃辛頓鋼鐵 (WS) 2027 財年第一季財報電話會議:聚焦 Kloeckner 與債務
Worthington Steel公布2027財年第一季淨銷售額為27億美元,調整後EBITDA為1.11億美元,調整後每股稀釋盈餘為0.57美元。本季首度納入Kloeckner Metals財務數據,收購會計處理使毛利率及EBITDA減少4,300萬美元。原有業務銷售額年增9%至9.54億美元,惟淨利息費用增至3,880萬美元,淨債務達19億美元。管理層預期第二季原有業務將產生存貨持有收益,並持續推進整合與綜效目標。
重點摘要
- Worthington Steel 公布 2027 財年第一季淨銷售額為 27 億美元,調整後 EBITDA 為 1.11 億美元,調整後每股稀釋盈餘為 0.57 美元。本季度因 6 月 3 日完成併購,首次納入 Kloeckner Metals 的財務數據。
- GAAP 財務結果包含 歸屬於 Worthington Steel 的持續營業單位淨虧損 700 萬美元,即每股稀釋虧損 0.14 美元;相比之下,去年同期的淨盈餘為 3,680 萬美元,或每股 0.73 美元。
- 針對 Kloeckner 存貨實施的收購會計處理,估計使第一季毛利率及調整後 EBITDA 減少了 4,300 萬美元。管理層表示,若加回該筆非現金影響,EBITDA 約為 1.5 億美元。
- Worthington Steel 原有業務銷售額年增 9% 至 9.54 億美元,出貨量則下降 1%。汽車、農業及其他交通運輸工具的出貨量有所成長,但被能源和建築領域的出貨量下滑所抵銷。
- 該併購案顯著增加了融資成本。淨利息費用從 290 萬美元大幅增至 3,880 萬美元,季度末淨債務達 19 億美元。
- 管理層預計 2027 財年合併資本支出為 1.6 億至 1.8 億美元,並預估第二季原有業務的存貨持有收益為 1,000 萬至 1,500 萬美元。
關鍵財務數據
| 指標 | 2027 財年第一季 | 去年同期 | 說明 |
|---|---|---|---|
| 淨銷售額 | 27 億美元 | 約 8 億美元 | 增長主要反映了併購 Kloeckner 的財務合併效應 |
| 調整後 EBITDA | 1.11 億美元 | — | 包含未扣除非控制權益前的 100% 合併調整後 EBITDA |
| 調整後 EBIT | 7,850 萬美元 | 5,550 萬美元 | 增加 2,300 萬美元 |
| 歸屬於 WS 的 GAAP 淨利潤 | (700) 萬美元 | 3,680 萬美元 | 持續營業單位 |
| GAAP 每股稀釋盈餘 | (0.14) 美元 | 0.73 美元 | 併購相關項目影響了可比性 |
| 調整後每股稀釋盈餘 | 0.57 美元 | 0.77 美元 | 利息費用增加壓抑了每股盈餘 |
| 淨利息費用 | 3,880 萬美元 | 290 萬美元 | 因收購 Kloeckner 後而增加 |
| 總出貨量 | 約 190 萬噸 | — | 合併出貨結構為直銷占比 77%,代工加工(Toll processing)占比 23% |
| 營業活動現金流量 | (600) 萬美元 | — | 合併結果 |
| 資本支出 | 6,300 萬美元 | — | 大致由 Worthington Steel 原有業務與 Kloeckner 均分 |
| 自由現金流量 | (6,900) 萬美元 | — | 營業活動現金流量減去資本支出 |
| 截至 8 月 31 日的現金 | 約 2.48 億美元 | — | 併購完成後 |
| 截至 8 月 31 日的淨債務 | 19 億美元 | — | 併購完成後 |
列報的財務結果包括 2,260 萬美元的稅前併購相關費用、重新衡量先前持有的 Kloeckner 股份產生的 1,550 萬美元稅前虧損,以及與併購相關的 560 萬美元遞延所得稅資產沖銷。
業務與營運表現
Kloeckner 貢獻了合併銷售額同比 19 億美元的增長,並擴大了 Worthington Steel 的加工能力、終端市場佈局及地理足跡。公司正為正式整合做準備,但營運控制權與綜效發揮取決於《支配與盈餘轉移協議》(DPLTA)的生效。
Worthington Steel 原有業務創造了 9.54 億美元的銷售額,增加 8,100 萬美元(即 9%)。原有業務總出貨量約為 92.1 萬噸,下降 1%。直銷量增長 3%,而代工加工量下降 8%。
汽車直銷出貨量年增 4%。管理層預計到 2026 日曆年底前,北美汽車產量將保持韌性,行業產量預計與 2025 日曆年基本持平。
在 OEM 設備和穀倉需求的支撐下,農業出貨量增長 40%。包含重型卡車在內的其他交通運輸出貨量增長 39%,主因市占率提升與新業務帶動。
這些增長被能源出貨量下降 31%(反映客戶採購來源轉變)以及建築出貨量下降 9%大幅抵銷。鋼材供應緊張限制了公司對短期建築合約的報價能力。
原有直銷利差受益於直銷量增加帶來的 760 萬美元效益,以及存貨持有收益有利變化帶來的 650 萬美元效益。稅前存貨持有收益總計 1,210 萬美元,相比去年同期為 560 萬美元。扣除出貨量與存貨影響後,直銷利差與去年同期大致持平。
原有製造費用增加約 1,100 萬美元(或 6%),主因人工、福利及運費成本上升。若扣除收購費用及去年同期的 CDEM 結案獎金,原有業務銷售及管理費用(SG&A)增加 290 萬美元,主要是由於薪資與福利增加。
管理層指引
管理層預計 2027 財年第二季受到 Kloeckner 存貨公平價值調增的剩餘影響相當有限。
基於熱軋鋼捲價格、鋼廠供應緊張以及滯後的指數合約定價,公司估計 2027 財年第二季 Worthington Steel 原有業務將產生 1,000 萬至 1,500 萬美元的稅前存貨持有收益。
2027 財年合併資本支出預計總計 1.6 億至 1.8 億美元。管理層表示,第一季的支出主要偏重於已進行中的項目,並應隨本財年推進而趨於緩和。
公司先前溝通的綜效與去槓桿目標保持不變。管理層預估債務削減將隨著綜效發揮、營運資金改善以及擬議出售 Becker Stahl 的進展同步進行。預計 Kloeckner 將把該出售的大部分淨收益用於償還債務。
若 DPLTA 獲得股東批准並生效,預計將於 2027 日曆年第一季開始正式整合並發揮綜效。
風險與關注事項
鋼材供應依然緊張,受限於進口有限、交貨期延長、生產排程調整以及預期的鋼廠維護停機。管理層估計,供應鏈限制導致本季度額外出貨量減少了約 3 萬噸。
需求依然不均,客戶對庫存與採購承諾保持謹慎。建築活動繼續面臨來自利率、消費者信心及地緣政治不確定性的壓力。
併購增加了財務槓桿和利息費用。Worthington Steel 未公布過去 12 個月(TTM)的槓桿比率,因為該計算會包含併購融資與 Kloeckner 債務,但僅包含 Kloeckner 三個月的 EBITDA。
整合與綜效發揮仍以 DPLTA 生效為前提。公司還必須管理營運資金需求,並降低 Kloeckner 整體營運的庫存。
分析師問答亮點
管理層將 Worthington Steel 原有業務優於季節性常態的季增出貨表現,歸因於汽車、農業及重型卡車領域的市占率提升。同時指出,供應限制制約了出貨量的進一步增長。
關於鍍鋅鋼利差,管理層對其可持續性表示信心,主因供應緊張及進口受限。然而,由於公司超過 90% 的業務已簽訂合約,該效益未完全反映在本季表現中。管理層預計在 1 月 1 日新合約季開始後能見度將有所提升。
管理層表示,Kloeckner 約有 99% 的採購來自本土鋼廠,這與 Worthington Steel 的區域採購策略一致。
Kloeckner 的利潤率結構性偏低,是因為 Worthington Steel 進行了更多高附加價值的加工(包括鍍鋅與酸洗)。管理層將向 Kloeckner 供應鍍鋅鋼以及提高其庫存效率視為潛在的綜效機會。公司先前已確認了 1.5 億美元的營運資金綜效。
在擬議的 DPLTA 下,Kloeckner 的少數股東將獲得一項賣權,可以 每股 11 歐元 的價格將股份出售給 Worthington Steel。選擇保留持股的股東將獲得每年保證 6%(即每股 0.66 歐元) 的現金補償,並可無限期繼續持有其股份。
電話會議完整逐字稿
完整財報電話會議逐字稿
管理層陳述
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]
分析師問答
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.
本文部分內容由 AI 生成和翻譯,並經人工審核,僅供參考且做為一般資訊用途,不構成投資建議。











