Financial Performance - Net sales for the three months ended August 31, 2024, were $257,308, a decrease of 17.4% compared to $311,918 for the same period in 2023[29]. - Gross profit for the same period was $62,495, down from $69,630, reflecting a gross margin of 24.3%[29]. - Net earnings from continuing operations were $24,008, compared to $26,831 in the prior year, representing a decline of 10.5%[29]. - The company reported an operating loss of $4,699 for the three months ended August 31, 2024, an improvement from a loss of $7,324 in the same period last year[29]. - Net earnings from continuing operations attributable to controlling interest for the three months ended August 31, 2024, were $24,253,000, compared to $26,831,000 for the same period in 2023, reflecting a decrease of approximately 9.6%[66]. - Basic EPS from continuing operations for the three months ended August 31, 2024, was $0.49, down from $0.55 in the prior year, indicating a decline of about 10.9%[66]. - Adjusted EBITDA from continuing operations for the three months ended August 31, 2024, was $48,437,000, after accounting for a net restructuring and other expense of $1,158,000[68]. - Adjusted EBITDA from continuing operations decreased to $48.4 million, down $17.5 million or 26.6% from $65.9 million in the first quarter of fiscal 2024[128]. Cash Flow and Liquidity - Cash and cash equivalents decreased to $178,547 from $244,225, a decline of 27%[34]. - Cash generated from operating activities was $41.1 million for the three months ended August 31, 2024, down from $59.7 million in the same period last year, primarily due to lower net earnings and a $25.7 million decrease in dividends from unconsolidated joint ventures[136]. - Net cash used by investing activities increased to $88.7 million in the first quarter of fiscal 2025, compared to $44.3 million in the first quarter of fiscal 2024, driven mainly by the acquisition of Ragasco[138]. - Net cash used by financing activities was $18.1 million in the first quarter of fiscal 2025, significantly lower than $269.3 million in the same period last year, which included a $243.8 million repayment of long-term debt[140]. - As of August 31, 2024, the company had $500.0 million of borrowing capacity available under its Credit Facility, with no outstanding borrowings drawn against it[144]. - The company believes it has adequate resources to meet operational needs for at least the next 12 months, including cash and unused credit lines[132]. Dividends and Share Repurchase - The company declared cash dividends of $0.17 per common share, down from $0.32 in the previous year[29]. - The Board declared a quarterly dividend of $0.17 per common share, payable on December 27, 2024, to shareholders of record on December 13, 2024[101]. - The company repurchased 150,000 common shares for $6.8 million at an average price of $45.35 during the first quarter of fiscal 2025[101]. - The total number of common shares available for repurchase as of August 31, 2024, was 5,915,000, as part of the company's ongoing share repurchase program[60]. Assets and Liabilities - Total assets increased slightly to $1,645,271 from $1,638,637, reflecting a growth of 0.4%[27]. - The company’s total liabilities decreased to $742,030 from $747,625, a reduction of 0.7%[27]. - The total liability associated with restructuring activities as of August 31, 2024, is expected to be paid in the next 12 months[53]. - The company reported a negative asset balance of $110,522 related to WAVE, indicating cumulative distributions exceeded the investment balance[49]. Acquisitions and Investments - The company acquired Halo on February 1, 2024, consolidating its financial results with a controlling interest of 80%[37]. - The company acquired Ragasco for a total purchase price of $109,295 million, including cash consideration of $102,156 million and an estimated earnout of $7,139 million[72][77]. - The acquisition of Ragasco added $32,840 million in identifiable intangible assets, including $14,660 million for technological know-how and $12,660 million for customer relationships[75]. - The company held investments in several unconsolidated joint ventures, including ClarkDietrich (25%) and Sustainable Energy Solutions (49%)[48]. Market Conditions - U.S. residential construction spending increased by approximately 7.4% year-over-year, reaching $911,429 million in August 2024[107]. - U.S. non-residential construction spending rose to $1,220,507 million, reflecting a year-over-year increase of $60,657 million[107]. - The average price of hot-rolled steel decreased to $690 per ton, down $189 from the previous year[107]. - The Architectural Billings Index (ABI) fell to 45.7 in August 2024, indicating a decline in demand for architectural services, while the Dodge Momentum Index increased to 220.4, suggesting a potential future pipeline of projects[109]. Tax and Income - The estimated annual effective income tax rate for the three months ended August 31, 2024, was 24.5%, compared to 25.1% for the same period in 2023[65]. - Income tax expense was $6.8 million with an effective tax rate of 24.5%, down from $9.0 million and 25.1% in the prior year[127]. Other Comprehensive Income - Other comprehensive income (loss) for the three months ended August 31, 2024, was a loss of $84, with significant impacts from foreign currency translation and cash flow hedges[58]. - The company recognized a deferred remeasurement loss of $1,835 million in AOCI related to Euro-denominated debt as a net investment hedge for foreign operations in Portugal[87]. - The estimated amount of net gains recognized in AOCI expected to be reclassified into net earnings within the next 12 months is $437 million[86]. Certifications and Compliance - The report is formatted in Inline XBRL, complying with Regulation S-T[161]. - Certifications from the Principal Executive Officer and Principal Financial Officer are included[162]. - The report is signed by Joseph B. Hayek, Executive Vice President and Chief Financial and Operations Officer[167]. - The filing is pursuant to the requirements of the Securities Exchange Act of 1934[165].

Financial Performance - TTM adjusted EBITDA from continuing operations is $233,520, with a margin of 19.6%[2] - Net earnings before income taxes attributable to controlling interest for the first quarter 2025 is $31,035, compared to a loss of $26,535 in the fourth quarter 2024[6] - Free cash flow for the three months ended August 31, 2024, is $31,517, derived from net cash provided by operating activities of $41,146 after capital expenditures of $9,629[8] - The ratio of net debt to TTM adjusted EBITDA from continuing operations is 0.52, with net debt calculated at $121,462[9] - The company reported adjusted EBITDA from continuing operations of $48,437 for the first quarter 2025, down from $63,168 in the fourth quarter 2024[6] - The adjusted EBIT for the first quarter 2025 is $32,682, compared to $47,412 in the fourth quarter 2024[6] - The company’s TTM earnings before income taxes margin is 5.8%[2] - The company has a long-term debt of $300,009 as of August 31, 2024[9] Shareholder Approvals - The 2024 Long-Term Incentive Plan was approved by shareholders on September 24, 2024, allowing for the issuance of up to 8,000,000 common shares[10] - Shareholders approved the advisory resolution for the compensation of named executive officers with 35,785,258 votes for, representing approximately 84.5% of the total votes[15] - The proposal to approve the 2024 Long-Term Incentive Plan (LTIP) received 32,964,494 votes for, accounting for about 78.3% of the total votes[15] - KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending May 31, 2025, with 45,047,320 votes for, which is approximately 99.4% of the total votes[15] Conference Calls - The company conducted a conference call on September 25, 2024, to discuss its unaudited financial results for the first quarter ended August 31, 2024[3] - The earnings conference call for the first quarter of fiscal 2025 was held on September 25, 2024, covering the fiscal quarter ended August 31, 2024[16] - The 2024 LTIP document is included as an exhibit in the Form 8-K filing[16]

Financial Performance - For fiscal 2024, the company reported net earnings before income taxes attributable to controlling interest of $74.270 million, a decrease of 53.7% from $160.286 million in fiscal 2023[115]. - Adjusted EBITDA from continuing operations for fiscal 2024 was $250.999 million, down 18.0% from $306.025 million in fiscal 2023[115]. - The company incurred impairment charges of $32.975 million in fiscal 2024, compared to only $484 thousand in fiscal 2023[115]. - The company’s adjusted EBIT for fiscal 2024 was $189.181 million, a decline of 23.0% from $245.484 million in fiscal 2023[115]. - The company reported a Non-GAAP net income of $143,463 million, with a diluted EPS of 2.84, reflecting a 23.5% increase[1]. - The effective tax rate for the period was 52.6%, with a net earnings from continuing operations of $35,243 million[1]. - The company reported a pre-tax loss of $16,059 million related to the sale of its 50% noncontrolling equity investment in ArtiFlex[2]. - The company experienced a restructuring and other expense of $29,327 million, with a net impact of $24,590 million on earnings[1]. - The company reported a gain of $2,780 million associated with the divestiture of Brazilian operations during the second quarter of fiscal 2024[2]. - Net earnings attributable to controlling interest were $110,624 thousand, down 56.9% from $256,528 thousand in fiscal 2023[524]. - Earnings per share from continuing operations (basic) decreased to $0.72, down 72.8% from $2.59 in the previous year[524]. Operational Highlights - Corporate costs eliminated at Separation amounted to $19.343 million in fiscal 2024, down from $41.479 million in fiscal 2023[115]. - The company emphasizes a disciplined approach to capital deployment and aims to grow earnings through optimizing operations and pursuing strategic investments[116]. - The company aims to drive continuous improvement through the Worthington Business System, focusing on cost reduction and operational efficiency[1]. - The company’s ability to attract and retain talented personnel is crucial for its operational success and growth strategies[121]. - The company employs approximately 3,800 individuals, with 14% represented by collective bargaining units[231]. - The company is committed to increasing diversity across its workforce, believing it drives innovation and better results[234]. Market and Economic Conditions - The company faces challenges from financial difficulties and bankruptcy filings by customers, which could negatively impact its business operations[122]. - The company monitors macroeconomic data such as GDP and office vacancy rates to assess opportunities in the non-residential construction market[119]. - The company faces risks from volatility in steel prices, which have significantly increased over the past three years due to various global factors[169]. - The company faces risks related to heavy concentration in consumer products and construction end markets, which could adversely impact sales and cash flows[203]. - The principal raw material is flat-rolled steel, with price fluctuations significantly affecting financial results[205]. Segment Performance - Adjusted EBITDA from continuing operations is used to evaluate segment performance, excluding public company and governance-related costs[130]. - The company’s Consumer Products business includes market-leading brands such as Balloon Time®, Bernzomatic®, and Coleman®, serving retail customers in various categories[159]. - Consumer Products generated approximately 40% of consolidated net sales in fiscal 2024, with sales to the top customer representing about 30% of net sales for this segment[216]. - Building Products accounted for approximately 50% of consolidated net sales in fiscal 2024, servicing around 1,650 customers[220]. - The Building Products segment operates eight facilities across multiple locations, including Kentucky, Maryland, Ohio, Rhode Island, Norway, and Portugal[135]. - The Building Products segment provides pressurized containment solutions, including refrigerant and LPG cylinders, primarily sold to gas producers and distributors[161]. Cash Flow and Capital Structure - Net cash provided by operating activities decreased to $290.0 million in fiscal 2024 from $625.4 million in fiscal 2023[478]. - Net cash used by investing activities increased to $(140.8) million in fiscal 2024 from $(71.8) million in fiscal 2023[478]. - Cash and cash equivalents at the end of fiscal 2024 were $244.2 million, down from $455.0 million at the end of fiscal 2023[478]. - The company redeemed its 2026 Notes for $243.6 million and the 2024 Notes for $150.0 million during fiscal 2024, enhancing its capital structure[480]. - The company maintains a $500.0 million Credit Facility, with no borrowings outstanding as of May 31, 2024[487]. Changes in Assets and Liabilities - Total current assets decreased to $673,893 thousand from $1,868,337 thousand, a decline of approximately 64.0% year-over-year[544]. - Total inventories decreased to $164,615 thousand from $194,499 thousand, representing a reduction of about 15.4%[544]. - Cash and cash equivalents decreased to $244,225 thousand from $422,268 thousand, a decrease of approximately 42.2%[544]. - Total assets decreased to $1,638,637 thousand from $3,650,918 thousand, reflecting a decline of about 55.2%[544]. - Goodwill decreased slightly to $331,595 thousand from $336,178 thousand, a decrease of approximately 1.7%[544]. - Total property, plant, and equipment, net decreased to $227,206 thousand from $256,415 thousand, a decline of about 11.4%[544]. - Accumulated depreciation increased to $251,269 thousand from $323,883 thousand, indicating a decrease in asset value[544]. - Investments in unconsolidated affiliates increased to $144,863 thousand from $138,041 thousand, an increase of approximately 4.0%[544]. - Income taxes receivable increased significantly to $17,319 thousand from $1,681 thousand, a rise of approximately 926.5%[544]. - Other assets increased to $21,342 thousand from $14,339 thousand, representing an increase of about 48.8%[544].

Financial Performance - Worthington Enterprises reported adjusted EBITDA of $67 million and adjusted earnings per share of $0.80 for Q3 2024[8]. - Consolidated net sales decreased by 8.5% to $317 million from $346 million in the prior year, driven by lower sales in Building Products[22]. - Gross profit for the quarter decreased to $73 million, while gross margin increased to 23.1% from 22.8%[23]. - Adjusted EBITDA margin for the trailing 12 months is 21.5%, with trailing 12 months adjusted EBITDA at $279 million[24]. - The Consumer Products segment saw net sales of $133 million, up from $131 million a year ago, with adjusted EBITDA of $26 million[28]. - Building Products generated net sales of $148 million, down 19% from $184 million a year ago, with adjusted EBITDA of $53 million[31]. - Sustainable Energy Solutions reported net sales of $35 million, an 11% increase, but incurred an adjusted EBITDA loss of $3 million[37]. Debt and Liquidity - Worthington Enterprises ended the quarter with $298 million in long-term funded debt and $227 million in cash, yielding around 5%[26]. - The company declared a dividend of $0.16 per share for the quarter, totaling approximately $8 million[27]. - The company maintains a robust balance sheet and liquidity, positioning itself for future M&A opportunities when suitable targets are identified[60]. Acquisitions and Growth Strategy - Worthington Enterprises acquired an 80% interest in HALO Products Group for approximately $9 million, enhancing its outdoor living product offerings[30]. - The HALO acquisition is expected to enhance product development and market presence, with a focus on margin-rich and asset-light opportunities in M&A[57][61]. - The company aims to drive its EBITDA margin up to 24% over the next three to five years through improved profitability and capital efficiency[71]. Market Trends and Consumer Sentiment - The company anticipates a potential increase in demand for its products as the spring and summer seasons approach, despite current cautious consumer sentiment[53]. - The overall market for commercial construction products remains steady, with expectations of a potential renovation renaissance driven by macro trends[65]. Segment Performance and Challenges - The gross margin for the quarter was 23.1%, with the Consumer products business achieving an EBITDA margin of 19.3%[66]. - The Building Products segment reported a gross margin of 6.2%, which is expected to normalize above this level as destocking issues resolve[68]. - The company is experiencing a destocking effect in large propane tanks, impacting sales, but overall volumes are only down 2%[76]. - The water business is showing solid progress, contributing positively to the overall performance despite challenges in other segments[69]. - Recent weather events have created temporary spikes in demand for camping gas cylinders, which may have shifted some demand from Q4 to Q3[47][50].

Financial Performance - Net sales for the three months ended February 29, 2024, were $316,755, a decrease of 8.5% compared to $346,315 for the same period in 2023[24] - Gross profit for the nine months ended February 29, 2024, was $206,020, down 10.2% from $229,428 in the prior year[24] - Net earnings from continuing operations for the three months ended February 29, 2024, were $22,000, a decline of 25.5% compared to $29,751 for the same period in 2023[24] - Net earnings for the three months ended February 29, 2024, were $22,000, compared to $50,258 for the same period in 2023, representing a decrease of 56.3%[29] - Net cash provided by operating activities for the nine months ended February 29, 2024, was $244,806, down from $396,130 in the prior year, a decline of 38.2%[29] - The company reported a comprehensive income of $28,323 for the three months ended February 29, 2024, compared to $86,486 for the same period in 2023[26] - Net earnings for the nine months ended February 29, 2024, were $22,000,000, reflecting a decrease from $64,082,000 in the same period of the previous year[69] - Basic EPS from continuing operations for the nine months ended February 29, 2024, was $1.36, down from $1.56 in the prior year, reflecting a 12.8% decline[84] Assets and Liabilities - Total current assets decreased significantly to $691,111 as of February 29, 2024, from $1,868,337 as of May 31, 2023[22] - Total liabilities reduced to $790,247 as of February 29, 2024, compared to $1,829,290 as of May 31, 2023, indicating a decrease of 56.7%[22] - Cash and cash equivalents decreased to $227,310 as of February 29, 2024, from $422,268 as of May 31, 2023, representing a decline of 46.3%[22] - Long-term debt decreased to $297,695 as of February 29, 2024, from $689,718 as of May 31, 2023, a reduction of 56.7%[22] - The company reported a total cash and cash equivalents balance of $227,310 at the end of the period, down from $267,244 at the end of the previous year[29] - Total assets for continuing operations as of February 29, 2024, were $1,704,689, down from $1,890,122 as of May 31, 2023, representing a decrease of approximately 9.8%[92] Dividends and Shareholder Returns - The company declared cash dividends of $0.16 per common share for the three months ended February 29, 2024, down from $0.31 in the same period of 2023[24] - The company reported cash dividends declared of $8,050,000 for the period ending February 29, 2024[69] - The Board declared a quarterly dividend of $0.16 per common share, payable on June 28, 2024, to shareholders of record on June 14, 2024[187] Acquisitions and Investments - The company acquired an 80% controlling interest in a joint venture with HPG for $9,386 on February 1, 2024, focusing on outdoor cooking products[94] - The acquisition of Halo included identifiable intangible assets valued at $4,500, with a trade name valued at $3,500 and a useful life of 10 years[97] - The total identifiable assets acquired in the Halo acquisition were valued at $11,831, with goodwill amounting to $8,294[98] - The company invested $72.2 million in property, plant, and equipment and spent $29.7 million on acquisitions, including a $21.0 million purchase of Voestalpine[178] Debt Management - The company redeemed the 2026 Notes in full on July 28, 2023, at a price approximating the par value of $243,623,000, resulting in a non-cash loss of $1,534,000[65] - The Credit Facility was amended on September 27, 2023, extending the final maturity to September 27, 2028, while maintaining $500,000,000 in aggregate commitments[66] - The company terminated the AR Facility on June 29, 2023, which allowed for short-term borrowings of up to $175,000,000 without incurring any early termination fees[67] - The company redeemed its 2026 Notes for $243.8 million and 2024 Notes for $150.0 million to facilitate its post-Separation capital structure[182] Operational Highlights - The company reported a significant increase in receivables, with a net change of $(18,124) for the three months ended February 29, 2024, compared to a positive change of $3,382 in the same period last year[29] - The company incurred direct and incremental costs associated with the Separation of approximately $30,986 during the nine months ended February 29, 2024[39] - The company recognized impairment charges of $1,401 for long-lived assets during the nine months ended February 29, 2024[42] - The company continues to focus on cost controls while investing in its Sustainable Energy Solutions business despite challenging market conditions[57] Market and Segment Performance - Consumer Products segment net sales increased by 1.9% to $133.2 million, while Building Products segment sales decreased by 19.4% to $148.2 million[142] - The Sustainable Energy Solutions segment reported a net sales increase of 11.3% to $35.4 million compared to $31.8 million in the previous year[142] - Building Products segment reported an adjusted EBITDA of $53.1 million in Q3 fiscal 2024, down $5.0 million from $58.1 million in Q3 fiscal 2023 due to unfavorable product mix[161] - Sustainable Energy Solutions experienced a loss of $2.7 million in adjusted EBITDA for Q3 fiscal 2024, a decline of $2.9 million year-over-year, attributed to low volumes[161] Compliance and Governance - Worthington Enterprises, Inc. is committed to maintaining compliance with the Sarbanes-Oxley Act through regular certifications by its principal officers[208] - The company has established strict counterparty credit guidelines to mitigate counterparty credit risk associated with derivative financial instruments[108] Strategic Initiatives - The company is focusing on market expansion and strategic partnerships as part of its growth strategy[207] - The company is actively pursuing new product development and technological advancements to strengthen its market position[207]

Financial Performance - Worthington Enterprises reported adjusted EBITDA of $67 million and adjusted earnings per share of $0.80 for Q3 2024[8]. - Consolidated net sales decreased by 8.5% to $317 million from $346 million in the prior year, driven by lower sales in Building Products[22]. - Gross profit for the quarter decreased to $73 million, while gross margin increased to 23.1% from 22.8%[23]. - Adjusted EBITDA margin for the trailing 12 months is 21.5%, with trailing 12 months adjusted EBITDA at $279 million[24]. - The Consumer Products segment saw net sales of $133 million, up from $131 million a year ago, with adjusted EBITDA of $26 million[28]. - Building Products generated net sales of $148 million, down 19% from $184 million a year ago, with adjusted EBITDA of $53 million[31]. - Sustainable Energy Solutions reported net sales of $35 million, an 11% increase, but incurred an adjusted EBITDA loss of $3 million[37]. - Worthington Enterprises ended the quarter with $298 million in long-term funded debt and $227 million in cash, yielding around 5%[26]. - The company declared a dividend of $0.16 per share for the quarter, totaling approximately $8 million[27]. Strategic Initiatives - Worthington acquired an 80% interest in HALO Products Group for approximately $9 million, enhancing its outdoor living product offerings[30]. - The HALO acquisition is expected to enhance product development and market presence, with a focus on margin-rich and asset-light opportunities[57][61]. - The company aims to drive its EBITDA margin up to 24% over the next three to five years through improved profitability and capital efficiency[71]. - The M&A pipeline is expected to pick up in 2024, with a focus on larger acquisitions that align with the company's strategic goals[59]. Market Trends and Outlook - The company anticipates a potential increase in demand as it approaches the spring and summer seasons, despite current cautious consumer sentiment[53]. - The company is experiencing destocking in large propane tanks, impacting sales, but overall volumes are only down 2%[76]. - The consumer business has seen a weather-related spike in demand for camping gas cylinders due to recent storms[48]. - The overall market for commercial construction products remains steady, with potential for a renovation renaissance driven by macro trends[65]. - The company has maintained its market share in key categories despite challenges in the current economic environment[55]. Segment Performance - The gross margin for the quarter was 23.1%, with the Consumer products business achieving an EBITDA margin of 19.3%[66]. - The Building Products segment reported a gross margin of 6.2%, which is expected to normalize above this level[68].

Financial Performance - Net sales for the three months ended November 30, 2023, were $1,086,918, a decrease of 7.5% compared to $1,175,541 for the same period in 2022[18]. - Gross margin increased to $123,714 for the three months ended November 30, 2023, compared to $105,763 in the prior year, reflecting a gross margin percentage improvement[18]. - Net earnings attributable to controlling interest for the six months ended November 30, 2023, were $120,409, up 50% from $80,300 in the same period of 2022[18]. - Earnings per common share attributable to controlling interest for the three months ended November 30, 2023, was $0.49, compared to $0.33 for the same period in 2022, representing a 48.5% increase[18]. - Net earnings for the three months ended November 30, 2023, were $28,167,000, compared to $19,505,000 for the same period in 2022, representing a 44.5% increase[23]. - Net earnings for the six months ended November 30, 2023, were $266,236, an increase of 11.7% from $238,421 in the prior year[39]. - Adjusted EBIT for the three months ended November 30, 2023, was $52,849,000, compared to $35,300,000 for the same period in 2022, indicating a 49.9% increase[71]. - Adjusted EBIT for the six months ended November 30, 2023, was $189.3 million, an increase of $41.7 million from $147.6 million in the prior year[171]. Assets and Liabilities - Total current assets decreased to $1,772,603 as of November 30, 2023, from $1,868,337 as of May 31, 2023, a decline of 5.1%[16]. - Total liabilities decreased to $1,660,170 as of November 30, 2023, from $1,829,290 as of May 31, 2023, a reduction of 9.2%[16]. - Total assets decreased to $3,584,137 as of November 30, 2023, from $3,650,918 as of May 31, 2023, a decline of 1.8%[16]. - Total long-term debt as of November 30, 2023, was $298,549, significantly reduced from $689,718 as of May 31, 2023[48]. - The total long-term debt fair value was $391,947,000 as of November 30, 2023, compared to $639,948,000 as of May 31, 2023[107]. Cash Flow and Dividends - Cash and cash equivalents were $430,906 as of November 30, 2023, down from $454,946 as of May 31, 2023, a decrease of 5.3%[16]. - Total net cash provided by operating activities for the six months ended November 30, 2023, was $194,686,000, compared to $213,979,000 for the same period in 2022, a decrease of 9.0%[23]. - The company declared cash dividends of $0.32 per common share for the three months ended November 30, 2023, compared to $0.31 in the same period of 2022[18]. - A quarterly dividend of $0.16 per share was declared, payable on March 29, 2024, to shareholders of record on March 15, 2024[184]. - The company has maintained a consistent dividend payment since going public in 1968, but future payments are not guaranteed[188]. Segment Performance - Steel Processing segment net sales for the three months ended November 30, 2023, were $788,655,000, down 6.3% from $841,947,000 in the same period of 2022[31]. - Consumer Products segment net sales for the three months ended November 30, 2023, were $147,738,000, a decrease of 3.9% from $153,795,000 in the same period of 2022[31]. - The Building Products segment achieved net sales of $122,954,000 for the three months ended November 30, 2023, down from $141,671,000 in the same period of 2022, a decline of 13.2%[71]. - The Sustainable Energy Solutions segment reported a net loss of $2,617,000 for the three months ended November 30, 2023, compared to a profit of $1,143,000 in the same period of 2022[71]. - Steel Processing segment reported adjusted EBIT of $6.8 million, up $24.0 million from a loss of $17.2 million in the prior year quarter[152]. Separation and Acquisitions - The company completed the Separation of the Steel Processing Business on December 1, 2023, distributing shares of Worthington Steel to shareholders on a one-for-one basis[27]. - The company recognized a pre-tax gain of $2,780,000 within equity income from the sale of Workhorse's operations in Brazil during the second quarter of fiscal 2024[36]. - The company acquired Voestalpine Automotive Components Nagold GmbH & Co. KG for a total cash consideration of $21,013,000, with an additional $929,000 pension liability assumed[76]. - The total identifiable assets acquired from Level5 amounted to $47,830,000, with goodwill of $15,947,000, resulting in a total purchase price of $59,472,000[86]. Risk Management and Legal Proceedings - The company has entered into derivative financial instruments to manage interest rate risk, foreign currency exchange rate risk, and commodity price risk[87]. - The company is involved in various legal proceedings but does not expect any material adverse effects on its financial position or operations[195]. - Risk factors have not changed significantly from those disclosed in the 2023 Form 10-K, which could materially affect the company's future results[196]. Other Financial Metrics - The estimated annual effective income tax rate for the three months ended November 30, 2023, was 23.4%, slightly lower than 23.7% for the same period in 2022[61]. - The company recognized a gain of $14,985,000 in other comprehensive income (OCI) for cash flow hedges during the three months ended November 30, 2023[96]. - The company reported a net earnings attributable to noncontrolling interests of $3,865 for the three months ended November 30, 2023[61]. - The balance of accumulated other comprehensive income (OCI) improved to $(14,141) as of November 30, 2023, from $(23,179) on May 31, 2023[57].

Financial Performance - Net sales for the three months ended August 31, 2023, were $1,193,256, a decrease of 15.3% compared to $1,408,665 for the same period in 2022[19] - Net earnings attributable to controlling interest for the three months ended August 31, 2023, were $96,106, up 50.0% from $64,082 in the same period of 2022[19] - Earnings per common share attributable to controlling interest increased to $1.97 for the three months ended August 31, 2023, compared to $1.32 in the prior year[19] - The company reported a comprehensive income of $94,295 for the three months ended August 31, 2023, compared to $44,782 in the same period of 2022, an increase of 110.5%[22] - Adjusted EBIT for the three months ended August 31, 2023, was $136,419, compared to $112,333 for the same period in 2022, reflecting an increase of approximately 21.5%[63][64] Assets and Liabilities - Total current assets decreased to $1,691,856 as of August 31, 2023, from $1,868,337 as of May 31, 2023, a decline of 9.4%[17] - Total liabilities decreased to $1,574,776 as of August 31, 2023, from $1,829,290 as of May 31, 2023, a reduction of 13.9%[17] - Total assets as of August 31, 2023, were $3,476,692, down from $3,650,918 as of May 31, 2023, indicating a decrease of about 4.8%[67] - Total long-term debt as of August 31, 2023, was $298,083, a decrease from $689,718 on May 31, 2023[43] Cash Flow and Dividends - Cash and cash equivalents at the end of the period were $201,009, down from $454,946 at the beginning of the period, a decrease of 55.8%[24] - The company reported cash dividends declared of $16,081,000 during the three months ended August 31, 2023[48] - The Board declared a quarterly dividend of $0.32 per share payable on December 15, 2023, to shareholders of record on November 15, 2023[150] Separation and Spin-off Plans - The company incurred separation costs of $6,035 related to the anticipated separation of its Steel Processing business[29] - The anticipated separation is expected to be completed by early calendar 2024, subject to market conditions and regulatory approvals[28] - The planned spin-off of Worthington Steel is intended to be a tax-free distribution of 100% of its common shares to Worthington Industries' shareholders, subject to various conditions[101] Segment Performance - Steel Processing segment direct sales were $845,363, down 15.7% from $1,002,135 year-over-year[30] - Steel Processing segment net sales were $881.3 million, representing 73.9% of consolidated net sales, down from $1,038.9 million in the prior year[125] - Adjusted EBIT for Steel Processing was $78.0 million in Q1 FY2024, an increase of $43.1 million compared to Q1 FY2023, primarily due to favorable direct spreads[143] Market Conditions and Risks - The average market price of hot-rolled steel in the first quarter of fiscal 2024 was $879 per ton, down from $978 per ton in the same quarter of fiscal 2023[119] - Inflation and high interest rates continue to impact input costs and overall SG&A expenses, with the U.S. Federal Reserve raising interest rates to the highest level in over 15 years[114] - The UAW strikes against the Detroit Three automakers could have material adverse effects on the company's business, financial position, results of operations, and cash flows, as well as the planned Separation[163] Stock and Share Repurchase - The company purchased a total of 139,562 common shares during the three months ended August 31, 2023, at an average price of $65.72 per share[166] - As of August 31, 2023, there are 6,065,000 common shares available for repurchase under the publicly announced repurchase authorizations[170] - The Board authorized the repurchase of up to 10,000,000 common shares, with 3,935,000 common shares repurchased since the latest authorization[170] Other Financial Metrics - The estimated annual effective income tax rate for the three months ended August 31, 2023, was 23.3%, slightly down from 23.9% in 2022[56] - Selling, general and administrative expenses rose by $8.9 million to $112.3 million, accounting for 9.4% of net sales, compared to 7.3% in the previous year[129] - Interest expense decreased by $5.5 million to $3.1 million, primarily due to higher interest income and lower long-term debt levels[134]

Business Separation and Strategy - The company plans to separate its Steel Processing business, Worthington Steel, from its other operations, with anticipated benefits and operational performance improvements for both entities post-separation[13]. - The proposed separation of the Steel Processing business is expected to create two independent publicly-traded companies, with the transaction anticipated to be completed by early 2024, subject to market conditions and regulatory approvals[300]. - The company expects to capture and maintain market share while developing new products and entering new markets as part of its growth strategy[13]. - The company anticipates improvements in operational efficiencies and cost management as part of its transformation and innovation efforts[13]. Financial Performance - Net sales for the fiscal year ended May 31, 2023, were $4,916,392 thousand, a decrease of 6.2% compared to $5,242,219 thousand in 2022[288]. - Gross margin for the fiscal year 2023 was $663,312 thousand, down from $714,816 thousand in 2022, reflecting a decline of approximately 7.2%[288]. - Operating income decreased to $212,367 thousand in 2023 from $329,268 thousand in 2022, representing a decline of 35.5%[288]. - Net earnings attributable to controlling interest for 2023 were $256,528 thousand, a decrease of 32.4% compared to $379,386 thousand in 2022[288]. - Earnings per common share attributable to controlling interest for 2023 were $5.28, down from $7.60 in 2022, reflecting a decline of 30.3%[288]. - Total comprehensive income for 2023 was $268,841,000, down from $331,027,000 in 2022, representing a decline of 18.7%[291]. Assets and Liabilities - Total current assets increased to $1,868,337 thousand in 2023 from $1,785,653 thousand in 2022, an increase of 4.6%[282]. - Total assets as of May 31, 2023, were $3,650,918 thousand, slightly up from $3,643,023 thousand in 2022[284]. - Total liabilities decreased to $1,829,290 thousand in 2023 from $2,029,061 thousand in 2022, a reduction of 9.8%[284]. - Shareholders' equity - controlling interest increased to $1,696,011 thousand in 2023 from $1,480,752 thousand in 2022, an increase of 14.5%[284]. Cash Flow and Investments - Net cash provided by operating activities significantly increased to $625,364,000 in 2023, compared to $70,112,000 in 2022[297]. - The company reported a net cash used by investing activities of $71,776,000 in 2023, a decrease from $438,188,000 in 2022[297]. - Cash and cash equivalents at the end of the fiscal year 2023 were $454,946,000, up from $34,485,000 in 2022[297]. - The company’s investment in property, plant, and equipment was $86,366,000 in 2023, a slight decrease from $94,600,000 in 2022[297]. Market Risks and Management - The company is exposed to fluctuations in commodity prices, particularly for steel, natural gas, copper, and zinc, and uses derivative financial instruments to manage this risk[263]. - The fair value of the company's commodity contracts was $(13.2) million as of May 31, 2023, compared to $3.9 million in 2022, indicating a significant change in market conditions[265]. - A 10% decline in the market prices of hedged commodities is not expected to materially impact the value of the company's hedges or reported results[264]. - The company has entered into forward contracts to manage foreign currency exchange risks, with no material impact expected from a 10% change in exchange rates[262]. - The company is actively monitoring market risks and developing strategies to mitigate exposure, including the use of financial and commodity-based derivative instruments[258]. Pension and Employee Benefits - The net periodic benefit cost for defined benefit pension plans in fiscal 2023 was $23.87 million, an increase from $18.09 million in fiscal 2022 and $17.55 million in fiscal 2021[416]. - The funded status of the defined benefit pension plans showed a deficit of $23.45 million in fiscal 2023, improving from a deficit of $30.17 million in fiscal 2022[419]. - The company incurred a non-cash settlement charge of $4.77 million in fiscal 2023 related to the Gerstenslager Plan, compared to $1.36 million in fiscal 2022[416]. - The aggregate intrinsic value of outstanding performance shares was $9.64 million at the end of fiscal 2023, up from $7.45 million in fiscal 2022[408]. Taxation - Earnings before income taxes for fiscal year 2023 were $345,368,000, down from $514,286,000 in 2022, reflecting a decrease of approximately 32.8%[427]. - The effective tax rate attributable to controlling interest for fiscal year 2023 was 22.9%, compared to 23.3% in 2022[428][429]. - Total unrecognized tax benefits as of May 31, 2023, were $4,663,000, a slight decrease from $4,706,000 in 2022[431][432]. - Deferred tax assets increased to $68,362,000 in 2023 from $62,608,000 in 2022, while net deferred tax liabilities decreased to $101,449,000 from $115,132,000[434].

Financial Performance - Net sales for the three months ended February 28, 2023, were $1,103,322, a decrease of 20% compared to $1,378,235 for the same period in 2022[19] - Operating income for the three months ended February 28, 2023, was $30,095, compared to $37,611 for the same period in 2022, representing a decrease of 20%[19] - Net earnings attributable to controlling interest for the three months ended February 28, 2023, were $46,325, down 17.7% from $56,342 in the same period in 2022[19] - Worthington Industries reported net earnings of $111,135,000 for the three months ended February 28, 2023, compared to $136,346,000 in the same period of 2022[36] - Net earnings attributable to controlling interest for the nine months ended February 28, 2023, were $126,625,000, compared to $299,134,000 for the same period in 2022, reflecting a decrease of approximately 57.6%[61] - Basic earnings per share attributable to controlling interest for the three months ended February 28, 2023, were $0.95, down from $1.13 in the same period of 2022, representing a decline of about 15.9%[61] - Adjusted EBIT for the three months ended February 28, 2023, was $71,320,000, compared to $84,598,000 for the same period in 2022, reflecting a decrease of about 16%[66][67] - For the nine months ended February 28, 2023, the adjusted EBIT was $218,953,000, compared to $405,545,000 for the same period in 2022, showing a decline of approximately 46%[69][70] Cash Flow and Liquidity - Cash and cash equivalents increased to $267,244 as of February 28, 2023, from $34,485 as of May 31, 2022[17] - Net cash provided by operating activities for the three months ended February 28, 2023, was $182,151, significantly higher than $74,190 for the same period in 2022[23] - Net cash provided by operating activities was $396.1 million, a significant improvement from net cash used of $94.7 million in the prior year, due to a $466.2 million decrease in net operating working capital[166] - As of February 28, 2023, the company had $175.0 million available under its AR Facility and $500.0 million under its Credit Facility, with no outstanding borrowings[173] Assets and Liabilities - Total current liabilities decreased to $664,809 as of February 28, 2023, from $932,261 as of May 31, 2022, a reduction of approximately 28.7%[17] - Total assets decreased to $3,497,672 as of February 28, 2023, from $3,643,023 as of May 31, 2022, reflecting a decline of about 4%[17] - The fair value of long-term debt was $638,163,000 as of February 28, 2023, down from $684,830,000 as of May 31, 2022[100] Dividends and Shareholder Returns - The company reported a cash dividend declared per share of $0.31 for the three months ended February 28, 2023, compared to $0.28 for the same period in 2022[19] - The Board declared a quarterly dividend of $0.31 per share, payable on June 29, 2023[170] - The company has maintained a consistent dividend payment since going public in 1968, although future payments are not guaranteed[175] Segment Performance - For the three months ended February 28, 2023, net sales totaled $1,103,322,000, a decrease from $1,378,235,000 in the same period of 2022, with Steel Processing segment sales at $757,007,000[30] - The Steel Processing segment reported direct sales of $722,328,000 for the three months ended February 28, 2023, down from $1,015,716,000 in the prior year[30] - Steel Processing segment net sales decreased by $295.6 million, primarily due to lower average selling prices as steel prices declined significantly[129] Costs and Expenses - Gross margin for the nine months ended February 28, 2023, was $418,944, down from $547,093 in the same period of 2022, reflecting a decline of approximately 23.4%[19] - Selling, general and administrative expenses increased by $22.4 million to $294.9 million, representing 8.6% of net sales[150] - Interest expense for the nine months ended February 28, 2023, was $22.2 million, down $1.0 million from the prior year due to higher interest income[153] Impairments and Restructuring - Worthington Industries recognized a pre-tax impairment charge of $484,000 during the three months ended February 28, 2023, related to impaired assets at its Building Products facility[37] - The company incurred separation costs of $6,347 for the three months ended February 28, 2023, with total restructuring and other expenses amounting to $824[19] - Separation costs incurred in connection with the anticipated separation amounted to $15,593,000 for the nine months ended February 28, 2023[71] Market Conditions - Hot-rolled steel prices decreased to $720 per ton for the three months ended February 28, 2023, down $701 from $1,421 per ton in the same period of 2022[115] - The average quarterly market price per ton of hot-rolled steel in fiscal 2023 was $813, significantly lower than $1,588 in fiscal 2022, indicating a decline of approximately 48.8%[119] - North American vehicle production increased by 7% year-over-year, with 3,448,000 vehicles produced in the three months ended February 28, 2023[115] Acquisitions and Investments - The acquisition of Level5® Tools, LLC was completed for a total purchase price of $59,321,000, which includes a potential earnout of up to $25,000,000 based on future earnings targets[72] - The company recorded a pre-tax benefit of $1,050,000 in SG&A to reverse previously accrued compensation expense related to the Level5 acquisition[68] Risk Management - The company is utilizing derivative financial instruments to manage risks related to interest rates, foreign currency exchange rates, and commodity prices[80] - The company has established strict counterparty credit guidelines to manage counterparty credit risk associated with derivative financial instruments[84] - The company does not use derivative financial instruments to manage foreign currency exchange rate risk, relying instead on contracts that change in value with exchange rates[85] Legal and Compliance - The company is involved in various legal proceedings but does not expect any material adverse effects on its financial position or operations[182] - Risk factors have not changed significantly from those disclosed in the 2022 Form 10-K, which could materially affect the company's financial condition and future results[183]