Worthington Industries(WOR) - 2025 Q1 - Quarterly Report

Commonly Used and Defined Terms This section provides definitions for key terms used throughout the 10-Q report to ensure clarity and consistency - In this 10-Q report, "we," "our," "us," "our company," or "the Company" refers to Worthington Enterprises and its consolidated subsidiaries[6] Commonly Used Terms Definitions | Term | Definition | | :--- | :--- | | ABI | Architectural Billings Index | | AOCI | Accumulated Other Comprehensive Income (Loss) | | Board | Worthington Enterprises, Inc. Board of Directors | | CARES Act | Coronavirus Aid, Relief, and Economic Security Act | | ClarkDietrich | Clarkwestern Dietrich Building Systems LLC | | CODM | Chief Operating Decision Maker | | common shares | No par value common shares of Worthington Enterprises | | COVID-19 | Novel coronavirus disease first identified in December 2019 | | Credit Facility | The Company's $500 million unsecured revolving credit facility with a syndicate of lenders | | EPS | Earnings per common share | | equity income | Equity in net earnings of unconsolidated affiliates | | Exchange Act | Securities Exchange Act of 1934, as amended | | Form 10-Q | The Company's 10-Q quarterly report for the period ended August 31, 2024 | | fiscal 2024 | The Company's fiscal year ended May 31, 2024 | | fiscal 2025 | The Company's fiscal year ending May 31, 2025 | | first quarter of fiscal 2024 | The Company's fiscal quarter ended August 31, 2023 | | first quarter of fiscal 2025 | The Company's fiscal quarter ended August 31, 2024 | | GAAP | U.S. Generally Accepted Accounting Principles | | GDP | Gross Domestic Product | | Halo | WH Products, LLC | | HMI | National Association of Home Builders/Wells Fargo Housing Market Index | | MD&A | Management's Discussion and Analysis of Financial Condition and Results of Operations | | New Senior Notes | Worthington Enterprises' €91.7 million aggregate principal amount of senior unsecured notes issued on August 23, 2019, with interest rates of 2.06% and 2.40%, due 2031 and 2034, respectively | | OCI | Other Comprehensive Income (Loss) | | PSLRA | Private Securities Litigation Reform Act of 1995, as amended | | Ragasco | Hexagon Ragasco AS | | SEC | Securities and Exchange Commission | | Separation | The separation of the Company's former steel processing business on December 1, 2023 | | SG&A | Selling, general and administrative expense | | SOFR | Secured Overnight Financing Rate | | U.S. | United States of America | | WAVE | Worthington Armstrong Venture | | Workhorse | Taxi Workhorse Holdings, LLC | | Worthington Enterprises | Worthington Enterprises, Inc. (formerly Worthington Industries, Inc.) | | Worthington Steel | Worthington Steel, Inc. | | 2024 Form 10-K | The Company's Annual Report on Form 10-K for fiscal 2024 filed with the SEC on July 30, 2024 | | 2024 Notes | The Company's $150 million aggregate principal amount of senior unsecured notes issued on August 10, 2012, with an interest rate of 4.60%, due August 10, 2024, and repaid in full on December 6, 2023 | | 2026 Notes | The Company's $250 million aggregate principal amount of senior unsecured notes issued on April 15, 2014, with an interest rate of 4.55%, originally due April 15, 2026, and repaid in full on July 28, 2023 | Cautionary Note Regarding Forward-Looking Statements This section highlights that forward-looking statements in the 10-Q report are subject to risks and uncertainties that could cause actual results to differ materially - Forward-looking statements in this 10-Q report, including those in Management's Discussion and Analysis (MD&A) and 'Note E – Contingent Liabilities and Commitments,' meet the definition of the Private Securities Litigation Reform Act (PSLRA) and reflect the Company's current expectations, estimates, or projections of future results or events[8] - Forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from projections, including factors such as the ability to realize expected benefits from the separation, financial market conditions, tariffs, raw material price fluctuations, product demand, supply chain constraints, legal proceedings, and economic conditions[9][10] Use of Non-GAAP Financial Measures and Definitions This section explains the Company's use of non-GAAP financial measures to assess performance and provide supplemental insights into ongoing operations Exclusions from Non-GAAP Financial Measures The Company uses non-GAAP financial measures for performance evaluation, planning, and incentive compensation, typically excluding items management deems not reflective of ongoing operational performance - Management believes that excluding items such as impairment charges, restructuring and other (income) expense, net, separation costs, loss on debt extinguishment, pension settlement charges, and corporate costs eliminated at separation from non-GAAP measures aids in evaluating business performance[12] Non-GAAP Financial Measures Adjustments (as of August 31) | Indicator | 2024 (thousand dollars) | 2023 (thousand dollars) | | :--- | :--- | :--- | | GAAP net earnings from continuing operations | 24,253 | 26,831 | | Restructuring and other expense, net | 868 | - | | Separation costs | - | 1,844 | | Loss on debt extinguishment | - | 1,174 | | Non-GAAP net earnings from continuing operations | 25,121 | 37,250 | | GAAP diluted earnings per common share from continuing operations | 0.48 | 0.54 | | Non-GAAP diluted earnings per common share from continuing operations | 0.50 | 0.75 | Adjusted EBITDA from Continuing Operations (as of August 31) | Indicator | 2024 (thousand dollars) | 2023 (thousand dollars) | | :--- | :--- | :--- | | Earnings before income taxes (GAAP) | 30,790 | 35,791 | | Less: Net loss attributable to noncontrolling interest | (245) | - | | Net earnings before income taxes attributable to controlling interest | 31,035 | 35,791 | | Interest expense, net | 489 | 1,074 | | EBIT | 31,524 | 36,865 | | Corporate costs eliminated at separation | - | 9,672 | | Restructuring and other expense, net | 1,158 | - | | Separation costs | - | 2,410 | | Loss on debt extinguishment | - | 1,534 | | Adjusted EBIT | 32,682 | 50,481 | | Depreciation and amortization | 11,830 | 12,075 | | Stock-based compensation expense | 3,925 | 3,359 | | Adjusted EBITDA from continuing operations (Non-GAAP) | 48,437 | 65,915 | | Earnings before income taxes margin (GAAP) | 12.0% | 11.5% | | Adjusted EBITDA from continuing operations margin (Non-GAAP) | 18.8% | 21.1% | Part I. Financial Information This section presents the Company's financial statements and management's discussion and analysis of its financial condition and operating results Item 1. Financial Statements This section includes the consolidated balance sheets, statements of earnings, comprehensive income, and cash flows, along with condensed notes to the financial statements Consolidated Balance Sheets – August 31, 2024 and May 31, 2024 As of August 31, 2024, total assets slightly increased, cash and cash equivalents decreased, while inventory and net property, plant, and equipment grew, with total liabilities slightly down and shareholders' equity up Consolidated Balance Sheets Summary (thousand dollars) | Indicator | August 31, 2024 | May 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | 178,547 | 244,225 | | Accounts receivable, net | 168,497 | 199,798 | | Total inventory | 187,299 | 164,615 | | Total current assets | 576,437 | 673,893 | | Investments in unconsolidated affiliates | 140,467 | 144,863 | | Goodwill | 373,375 | 331,595 | | Other intangible assets, net | 250,376 | 221,071 | | Property, plant and equipment, net | 255,896 | 227,206 | | Total Assets | 1,645,271 | 1,638,637 | | Liabilities and Equity | | | | Total current liabilities | 166,238 | 178,376 | | Long-term debt | 300,009 | 298,133 | | Total Liabilities | 742,030 | 747,625 | | Shareholders' equity attributable to controlling interest | 901,353 | 888,879 | | Noncontrolling interest | 1,888 | 2,133 | | Total Equity | 903,241 | 891,012 | | Total Liabilities and Equity | 1,645,271 | 1,638,637 | Consolidated Statements of Earnings – Three months ended August 31, 2024 and 2023 For the three months ended August 31, 2024, net sales and net income both decreased year-over-year, primarily due to the discontinued operations separation and reduced sales and equity income from continuing operations Consolidated Statements of Earnings Summary (thousand dollars) | Indicator | August 31, 2024 | August 31, 2023 | | :--- | :--- | :--- | | Net sales | 257,308 | 311,918 | | Cost of sales | 194,813 | 242,288 | | Gross profit | 62,495 | 69,630 | | Selling, general and administrative expense | 66,036 | 74,544 | | Operating loss | (4,699) | (7,324) | | Equity in net earnings of unconsolidated affiliates | 35,492 | 45,424 | | Earnings before income taxes | 30,790 | 35,791 | | Income tax expense | 6,782 | 8,960 | | Net earnings from continuing operations | 24,008 | 26,831 | | Net earnings from discontinued operations | - | 72,872 | | Net earnings | 24,008 | 99,703 | | Net earnings attributable to controlling interest | 24,253 | 96,106 | | Diluted earnings per common share from continuing operations | 0.48 | 0.54 | | Diluted earnings per common share from discontinued operations | - | 1.39 | | Diluted net earnings per common share | 0.48 | 1.93 | | Cash dividends per common share | 0.17 | 0.32 | Consolidated Statements of Comprehensive Income – Three months ended August 31, 2024 and 2023 For the three months ended August 31, 2024, comprehensive income significantly decreased, mainly due to the prior year including net income from discontinued operations and a substantial reduction in cash flow hedging losses Consolidated Statements of Comprehensive Income Summary (thousand dollars) | Indicator | August 31, 2024 | August 31, 2023 | | :--- | :--- | :--- | | Net earnings | 24,008 | 99,703 | | Other comprehensive income (loss), net of tax | 484 | (5,408) | | Comprehensive income | 24,492 | 94,295 | | Comprehensive income attributable to controlling interest | 24,737 | 90,698 | Consolidated Statements of Cash Flows – Three months ended August 31, 2024 and 2023 For the three months ended August 31, 2024, operating cash flow decreased, investing cash outflow significantly increased due to the Ragasco acquisition, and financing cash outflow substantially reduced due to large debt repayments in the prior year Consolidated Statements of Cash Flows Summary (thousand dollars) | Indicator | August 31, 2024 | August 31, 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | 41,146 | 59,696 | | Net cash used in investing activities | (88,747) | (44,287) | | Net cash used in financing activities | (18,077) | (269,346) | | Decrease in cash and cash equivalents | (65,678) | (253,937) | | Cash and cash equivalents at end of period | 178,547 | 201,009 | Condensed Notes to Consolidated Financial Statements This section provides detailed notes to the consolidated financial statements, covering accounting basis, discontinued operations, equity investments, restructuring, contingencies, guarantees, debt, comprehensive income, equity changes, stock-based compensation, income taxes, EPS, segment operations, acquisitions, derivatives, and fair value measurements Note A – Basis of Presentation The Company's financial statements are prepared under GAAP, with the former steel processing business presented as discontinued operations, and the Company consolidates Halo while maintaining a long-term steel supply agreement with Worthington Steel - The Company acquired an 80% controlling interest in Halo on February 1, 2024, and consolidates its financial statements[27] - The Company completed the separation of its former steel processing business (Worthington Steel) on December 1, 2023, with its operating results reported as discontinued operations[30] - The Company entered into a long-term steel supply agreement with Worthington Steel, with purchases totaling $28,431 thousand in the first quarter of fiscal 2025[32] Note B – Discontinued Operations This note summarizes the financial performance of Worthington Steel as discontinued operations for the three months ended August 31, 2023, detailing its non-cash operating items and capital expenditures Worthington Steel Discontinued Operations Financial Summary (Three months ended August 31, 2023, thousand dollars) | Indicator | Amount | | :--- | :--- | | Net sales | 881,338 | | Cost of sales | 753,479 | | Gross profit | 127,859 | | Operating income | 85,030 | | Earnings before income taxes | 92,688 | | Income tax expense | 19,816 | | Net earnings | 72,872 | | Net earnings attributable to controlling interest | 69,275 | Worthington Steel Discontinued Operations Non-Cash Items and Capital Expenditures (Three months ended August 31, 2023, thousand dollars) | Item | Amount | | :--- | :--- | | Depreciation and amortization | 16,250 | | Impairment of long-lived assets | 1,401 | | Equity in earnings of unconsolidated affiliates | (8,957) | | Stock-based compensation expense | 1,157 | | Investments in property, plant and equipment | (19,775) | Note C – Investments in Unconsolidated Affiliates The Company accounts for investments in unconsolidated joint ventures using the equity method, primarily including ClarkDietrich, Sustainable Energy Solutions, WAVE, and Workhorse, receiving $38,945 thousand in dividends from affiliates as of August 31, 2024 - The Company holds investments in unconsolidated joint ventures including ClarkDietrich (25%), Sustainable Energy Solutions (49%), WAVE (50%), and Workhorse (20%)[38] - For the three months ended August 31, 2024, the Company received total dividends of $38,945 thousand from unconsolidated affiliates[39] - WAVE's cumulative dividends have exceeded the Company's investment balance, resulting in negative asset balances of $110,522 thousand and $111,905 thousand as of August 31, 2024, and May 31, 2024, respectively, reclassified as 'Dividends in excess of investment in unconsolidated affiliates'[39] Summary of Unconsolidated Affiliates Consolidated Financial Information (thousand dollars) | Indicator | August 31, 2024 | May 31, 2024 | | :--- | :--- | :--- | | Total assets | 978,752 | 1,001,467 | | Total liabilities | 729,879 | 754,868 | | Equity | 252,113 | 226,639 | | Net sales (three months ended August 31) | 515,673 | 568,584 | | Net earnings (three months ended August 31) | 90,682 | 125,653 | Note D – Restructuring and Other Expense, Net The Company's restructuring activities include divestitures, facility closures, employee severance, and operational adjustments, with net restructuring and other expenses totaling $1,158 thousand for the three months ended August 31, 2024 Restructuring Activity Liability Changes and Expenses (Three months ended August 31, 2024, thousand dollars) | Item | May 31, 2024 Balance | Expense | Payments | August 31, 2024 Balance | | :--- | :--- | :--- | :--- | :--- | | Early retirement and severance | 188 | 435 | (423) | 200 | | Loss on asset sales | - | 723 | - | - | | Restructuring and other expense, net | | 1,158 | | | - As of August 31, 2024, total liabilities related to restructuring activities are expected to be paid within the next 12 months[44] Note E – Contingent Liabilities and Commitments The Company is involved in legal proceedings, but management believes their outcomes will not materially impact the consolidated financial position or future operating results, nor will environmental matters have a substantial effect - Management believes that the Company's legal proceedings and environmental matters will not have a material adverse effect on its consolidated financial position or future operating results[46] Note F – Guarantees The Company has no guarantees expected to materially impact its financial condition, with a maximum obligation of approximately $15,095 thousand for an aircraft lease residual value guarantee and $10,500 thousand in standby letters of credit as of August 31, 2024 - As of August 31, 2024, the Company's maximum obligation for an aircraft lease residual value guarantee is approximately $15,095 thousand, with payment considered unlikely[47] - As of August 31, 2024, the Company holds $10,500 thousand in standby letters of credit[48] Note G – Debt The Company's $500,000 thousand unsecured revolving credit facility matures on September 27, 2028, with no outstanding borrowings as of August 31, 2024, and May 31, 2024 - The Company's $500,000 thousand unsecured revolving credit facility matures on September 27, 2028[49] - As of August 31, 2024, and May 31, 2024, there were no outstanding borrowings under the credit facility, with $500,000 thousand remaining available[49] Note H – Other Comprehensive Income (Loss) This note summarizes the tax effects of each component of other comprehensive income (loss) for the periods ended August 31, 2024 and 2023, primarily including foreign currency translation, pension liability adjustments, and cash flow hedges Summary of Tax Effects on Other Comprehensive Income (Loss) (thousand dollars) | Item | 2024 Pre-Tax | 2024 Tax | 2024 Net of Tax | 2023 Pre-Tax | 2023 Tax | 2023 Net of Tax | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Foreign currency translation | (12) | 553 | 541 | 1,326 | 118 | 1,444 | | Pension liability adjustments | (7) | - | (7) | - | (3) | (3) | | Cash flow hedges | (65) | 15 | (50) | (8,811) | 1,962 | (6,849) | | Other comprehensive income (loss) | (84) | 568 | 484 | (7,485) | 2,077 | (5,408) | Note I – Changes in Equity This note summarizes changes in equity components for the periods ended August 31, 2024 and 2023, including net income, other comprehensive income, common stock issuance, stock-based compensation, common stock repurchases, and cash dividends Summary of Changes in Equity (as of August 31, 2024, thousand dollars) | Item | Additional Paid-in Capital | AOCI, Net of Tax | Retained Earnings | Subtotal Controlling Interest | Noncontrolling Interest | Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | May 31, 2024 Balance | 299,033 | 454 | 589,392 | 888,879 | 2,133 | 891,012 | | Net earnings (loss) | - | - | 24,253 | 24,253 | (245) | 24,008 | | Other comprehensive income | - | 484 | - | 484 | - | 484 | | Common stock issued, net of tax | (3,158) | - | - | (3,158) | - | (3,158) | | Stock-based compensation expense | 6,216 | - | - | 6,216 | - | 6,216 | | Common stock repurchased and retired | (884) | - | (5,919) | (6,803) | - | (6,803) | | Cash dividends | - | - | (8,550) | (8,550) | - | (8,550) | | August 31, 2024 Balance | 301,239 | 938 | 599,176 | 901,353 | 1,888 | 903,241 | Summary of AOCI Changes (as of August 31, 2024, thousand dollars) | Item | Foreign Currency Translation | Pension Liability Adjustments | Cash Flow Hedges | AOCI | | :--- | :--- | :--- | :--- | :--- | | May 31, 2024 Balance | (669) | (441) | 1,564 | 454 | | OCI before reclassifications | (12) | (7) | (398) | (417) | | Reclassification adjustments to net earnings | - | - | 333 | 333 | | Income tax effect | 553 | - | 15 | 568 | | August 31, 2024 Balance | (128) | (448) | 1,514 | 938 | - As of August 31, 2024, the Company had 5,915,000 shares of common stock remaining for repurchase under its existing authorization[56] Note J – Stock-Based Compensation The Company provides stock-based compensation through non-qualified stock options, service-based restricted common stock, and performance share awards, granting 31,200 non-qualified stock options, 82,930 service-based restricted common shares, and 24,100 performance share awards in the first quarter of fiscal 2025 - In the first quarter of fiscal 2025, the Company granted 31,200 non-qualified stock options with an exercise price of $47.00 and a weighted-average fair value of $17.57 per share[57] - In the first quarter of fiscal 2025, the Company granted 82,930 service-based restricted common shares with a fair value of $47.04 per share[58] - In the first quarter of fiscal 2025, the Company granted 24,100 performance share awards (target level), with an estimated pre-tax stock-based compensation expense of $1,133 thousand[59] Non-Qualified Stock Option Valuation Assumptions | Indicator | Value | | :--- | :--- | | Dividend yield | 1.35 % | | Expected volatility | 36.90 % | | Risk-free interest rate | 4.28 % | | Expected term (years) | 6.0 | Note K – Income Taxes Income tax expense for the three months ended August 31, 2024 and 2023, reflects estimated annual effective income tax rates of 24.5% and 25.1%, respectively, based on management's projections of annual pre-tax income - For the three months ended August 31, 2024, income tax expense was $6,782 thousand, reflecting an estimated annual effective income tax rate of 24.5%[61] - For the three months ended August 31, 2023, income tax expense was $8,960 thousand, reflecting an estimated annual effective income tax rate of 25.1%[61] Note L – Earnings per Share This note details the calculation of basic and diluted earnings per share attributable to controlling interest for the periods ended August 31, 2024 and 2023, excluding certain anti-dilutive stock options from diluted EPS Summary of Earnings per Share Calculation (thousand dollars, thousand shares) | Indicator | August 31, 2024 | August 31, 2023 | | :--- | :--- | :--- | | Net earnings from continuing operations attributable to controlling interest | 24,253 | 26,831 | | Basic EPS from continuing operations - weighted-average common shares | 49,487 | 48,842 | | Dilutive securities impact | 878 | 1,044 | | Diluted EPS from continuing operations - weighted-average common shares | 50,365 | 49,886 | | Basic EPS from continuing operations | 0.49 | 0.55 | | Diluted EPS from continuing operations | 0.48 | 0.54 | - For the three months ended August 31, 2024 and 2023, 77,837 and 26,296 stock options, respectively, were excluded from diluted EPS calculation due to their anti-dilutive effect[63] Note M – Segment Operations The Company operates in two reportable segments, Consumer Products and Building Products, with this note providing a summary of financial information for each segment and a reconciliation from EBIT to Adjusted EBITDA from Continuing Operations - The Company operates in two reportable segments: Consumer Products and Building Products; the former Sustainable Energy Solutions operating segment was reported under unallocated corporate and other prior to its deconsolidation on May 29, 2024[64] Reportable Segment Net Sales and Adjusted EBITDA (Three months ended August 31, 2024, thousand dollars) | Indicator | Consumer Products | Building Products | Total Reportable Segments | Unallocated Corporate and Other | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Net sales | 117,596 | 139,712 | 257,308 | - | 257,308 | | Adjusted EBITDA | 17,775 | 39,729 | 57,504 | (9,067) | 48,437 | Reportable Segment Net Sales and Adjusted EBITDA (Three months ended August 31, 2023, thousand dollars) | Indicator | Consumer Products | Building Products | Total Reportable Segments | Unallocated Corporate and Other | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Net sales | 117,353 | 165,928 | 283,281 | 28,637 | 311,918 | | Adjusted EBITDA | 14,275 | 59,692 | 73,967 | (8,052) | 65,915 | Reportable Segment Total Assets (thousand dollars) | Segment | August 31, 2024 | May 31, 2024 | | :--- | :--- | :--- | | Consumer Products | 564,744 | 557,826 | | Building Products | 777,749 | 672,723 | | Total Reportable Segments | 1,342,493 | 1,230,549 | | Unallocated Corporate and Other | 302,778 | 408,088 | | Total Assets from Continuing Operations | 1,645,271 | 1,638,637 | Note N – Acquisitions On June 3, 2024, the Company acquired Ragasco, a leading composite propane cylinder manufacturer, for a total purchase price of $102,156 thousand in cash, with up to $14,000 thousand in future earn-out payments, and Ragasco's results are included in the Building Products segment - On June 3, 2024, the Company acquired Ragasco, a global leader in composite propane cylinders, based in Norway[72] - The total acquisition price for Ragasco included $102,156 thousand in cash consideration and contingent consideration with an estimated fair value of $7,000 thousand (up to $14,000 thousand)[72] - Ragasco's results have been included in the Building Products operating segment[72] Identified Intangible Assets in Ragasco Acquisition (thousand dollars) | Category | Amount | Useful Life (years) | | :--- | :--- | :--- | | Trade names | 5,520 | 10 | | Technical expertise | 14,660 | 10 | | Customer relationships | 12,660 | 15 | | Total identifiable intangible assets acquired | 32,840 | | Ragasco Acquisition Consideration and Asset/Liability Allocation (thousand dollars) | Item | Preliminary Valuation | | :--- | :--- | | Cash and cash equivalents | 1,925 | | Accounts receivable | 8,554 | | Inventory | 16,403 | | Property, plant and equipment | 27,325 | | Intangible assets | 32,840 | | Total identifiable assets | 96,871 | | Net identifiable assets | 67,815 | | Goodwill | 41,480 | | Total purchase price | 109,295 | | Less: Fair value of earn-out payment | 7,139 | | Cash purchase price | 102,156 | Note O – Derivative Financial Instruments and Hedging Activities The Company uses derivative financial instruments to manage interest rate, foreign currency, and commodity price risks, including cash flow hedges and economic (non-designated) hedges, to reduce volatility in cash flows and earnings - The Company primarily manages interest rate risk, foreign currency risk, and commodity price risk through derivative financial instruments[80][81][82][83] Fair Value of Derivative Financial Instruments (thousand dollars) | Category | August 31, 2024 Asset Fair Value | May 31, 2024 Asset Fair Value | August 31, 2024 Liability Fair Value | May 31, 2024 Liability Fair Value | | :--- | :--- | :--- | :--- | :--- | | Designated as hedging instruments: Commodity contracts | 917 | 601 | 263 | 104 | | Not designated as hedging instruments: Commodity contracts | 58 | 319 | 239 | 69 | | Not designated as hedging instruments: Foreign currency contracts | - | - | 200 | 1,248 | | Total | 975 | 920 | 702 | 1,421 | - As of August 31, 2024, the estimated amount of net AOCI expected to be reclassified into net income within the next 12 months is $437 thousand (net of tax)[91] - The Company has designated €91,700 thousand of its Euro-denominated debt as a non-derivative net investment hedge of its foreign operations in Portugal[92] Economic (Non-Designated) Derivative Financial Instruments Gains (Losses) (thousand dollars) | Item | Three months ended August 31, 2024 | Three months ended August 31, 2023 | | :--- | :--- | :--- | | Commodity contracts | 87 | 843 | | Foreign currency contracts | 1,047 | - | | Total | 1,134 | 843 | Note P – Fair Value Measurements This note defines fair value and classifies assets and liabilities according to a three-level fair value hierarchy, with the Company regularly measuring derivative financial instruments primarily using market-observable Level 2 inputs - Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date[96] - The fair value hierarchy is categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[96][97] Recurring Fair Value Measurements (as of August 31, 2024, thousand dollars) | Item | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | Assets: Derivative financial instruments | - | 975 | - | 975 | | Liabilities: Derivative financial instruments | - | 702 | - | 702 | Non-Recurring Fair Value Measurements (as of May 31, 2024, thousand dollars) | Item | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | Assets: Notes receivable investment | - | 5,000 | - | 5,000 | | Assets: Investments in unconsolidated affiliates | - | - | 31,367 | 31,367 | | Total Assets | - | 5,000 | 31,367 | 36,367 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's discussion and analysis of the Company's market and industry trends, business developments, operating results, and financial condition, with all discussions reflecting continuing operations unless otherwise noted Introduction This MD&A provides material information for assessing the Company's financial condition and operating results from management's perspective, with historical performance restated to reflect Worthington Steel as discontinued operations - This MD&A discusses and analyzes market and industry trends, business developments, operating results, and financial condition, and should be read in conjunction with the consolidated financial statements and notes[106] - The Company's historical performance has been restated to reflect the impact of Worthington Steel as discontinued operations[106] Recent Business Developments Recent business developments include the acquisition of Ragasco, common stock repurchases, and the declaration of a quarterly dividend - On June 3, 2024, the Company acquired Ragasco, a global leader in composite propane cylinders, for approximately $102.2 million in cash consideration and up to $14 million in future earn-out payments[107] - In the first quarter of fiscal 2025, the Company repurchased 150,000 shares of common stock for $6.8 million, at an average price of $45.35 per share[107] - On September 24, 2024, the Board of Directors declared a quarterly dividend of $0.17 per common share[107] Trends and Factors Impacting our Performance The Company's performance is influenced by diverse trends and factors, including end-market competition, macroeconomic conditions like GDP growth, inflation, and interest rates, as well as specific market performance in residential and non-residential construction, repair and remodel, tools, outdoor living, and celebrations - US GDP growth trends typically reflect the strength of demand and pricing for the Company's products[110] - The macroeconomic and geopolitical outlook remains complex, with persistent inflationary pressures negatively impacting customer discretionary spending, though recent Federal Reserve rate cuts are expected to stimulate consumption[111] Key Macroeconomic Indicators (as of August 31) | Indicator | 2024 | 2023 | Increase/Decrease | | :--- | :--- | :--- | :--- | | US Residential Construction Spending (million dollars) | 911,429 | 887,564 | 23,865 | | US Non-residential Construction Spending (million dollars) | 1,220,507 | 1,159,850 | 60,657 | | Hot Rolled Steel (dollars/ton) | 690 | 879 | (189) | | Existing Home Sales (million units) | 3.9 | 4.0 | (0.1) | | Authorized Housing Permits (million units) | 1.5 | 1.6 | (0.1) | | US Private Housing Starts (million units) | 1.4 | 1.3 | 0.1 | | HMI | 39.0 | 50.0 | (11.0) | | ABI | 45.7 | 48.1 | (2.4) | | Dodge Momentum Index | 220.4 | 178.0 | 42.4 | | 30-Year Fixed Mortgage Rate | 6.35 % | 7.18 % | (0.8 %) | End Markets and Competition The Company's products and services serve diverse end markets including residential and non-residential construction, repair and remodel, tools, outdoor living, and celebrations, with competition primarily based on price, product quality, brand recognition, innovation, and customer service - The Company's products and services serve end markets such as residential construction, non-residential construction, repair and remodel (Building Products segment), and tools, outdoor living, and celebrations (Consumer Products segment)[109] - One customer in the Consumer Products segment accounted for 13% of consolidated net sales in the first quarter of fiscal 2025[109] General Economic and Market Conditions US GDP growth typically reflects product demand and pricing strength, with a complex macroeconomic and geopolitical outlook where persistent inflation impacts discretionary spending, but recent Fed rate cuts may stimulate consumption - US GDP growth trends typically reflect the strength of demand and pricing for the Company's products[110] - Persistent inflationary pressures negatively impact customer discretionary spending, but recent Federal Reserve rate cuts are expected to stimulate spending in residential and non-residential construction and repair and remodel markets[111] Residential Construction The US residential construction outlook is cautiously optimistic, with a 7.4% increase from August 2023 to August 2024, yet housing starts and permits are flat, and the HMI dropped to 39.0, reflecting ongoing challenges from high mortgage rates and home prices, though long-term fundamentals remain solid - US residential construction spending increased approximately 7.4% between August 2024 and August 2023[115] - Housing starts and authorized permits remained flat, with the HMI decreasing to 39.0 in August 2024, reflecting ongoing challenges from high mortgage rates and home prices[115] - Long-term, favorable demographics and an undersupply of housing provide strong support for the residential construction market[115] Non-residential Construction The US non-residential construction outlook is mixed, with the ABI falling to 45.7 in August 2024, marking its 19th consecutive monthly decline in demand for architectural services, while the Dodge Momentum Index rose to 220.4, signaling potential future construction activity growth - The ABI decreased to 45.7 in August 2024, marking its 19th consecutive monthly decline, indicating a continued downturn in demand for architectural services[116] - The Dodge Momentum Index rose to 220.4 in August 2024, signaling potential future construction activity growth[116] Repair and Remodel Home improvement spending is expected to decline in the short term due to decades-low existing home sales, as a decrease in 30-year fixed mortgage rates was insufficient to stimulate the market, though long-term prospects remain strong with anticipated further rate reductions and demand for older home renovations - Existing home sales are at multi-decade lows, with home improvement spending expected to continue declining in the short term[117] - The 30-year fixed mortgage rate decreased from 7.18% on August 31, 2023, to 6.35% on August 31, 2024, but was insufficient to significantly stimulate the market[117] - Long-term prospects remain strong, with rates expected to decline further and demand for older home renovations[117] Tools Tool market spending is primarily influenced by macroeconomic conditions, with demand from DIY and professional customers decreasing due to easing inflation but a general slowdown in discretionary consumer spending, though the Company anticipates a positive long-term outlook through brand and product innovation - Tool market spending is primarily influenced by macroeconomic conditions, with easing inflation but a general slowdown in discretionary consumer spending leading to decreased demand[118] - The Company anticipates a positive long-term outlook through well-known brands and new product innovation[118] Outdoor Living Outdoor recreation participation is returning to pre-pandemic levels, with new camping households steadily declining after peaking in 2020, yet the long-term fundamentals for the outdoor living category remain positive due to broad participation across demographics - Outdoor recreation participation is returning to pre-pandemic levels, with the number of new camping households steadily declining after peaking in 2020[119] - The long-term fundamentals for the outdoor living category remain positive, driven by broad participation across age groups, socioeconomic classes, and geographic regions[119] Celebrations The celebrations market is gradually recovering, driven by demand for personalized and unique event experiences, with consumer income and debt-to-income ratios improving, though inflation and interest rates still limit discretionary income and spending on non-essential items - The celebrations market is gradually recovering, driven by increased demand for personalized and unique event experiences[120] - Consumer income and debt-to-income ratios are gradually recovering, but inflation and interest rates continue to limit discretionary income and spending capacity, with non-essential spending expected to remain constrained[120] Seasonality Historically, Consumer Products sales are stronger in the third and fourth fiscal quarters, while Building Products sales are typically stronger in the first and fourth fiscal quarters, though first-quarter fiscal 2025 Building Products demand did not reflect this cyclical strength due to distributor destocking and unfavorable weather - Consumer Products segment sales are typically stronger in the third and fourth fiscal quarters[121] - Building Products segment sales are typically stronger in the first and fourth fiscal quarters[121] - First quarter fiscal 2025 Building Products segment demand did not reflect cyclical strength, primarily due to ongoing distributor destocking and unfavorable weather patterns[121] Results of Operations In the first quarter of fiscal 2025, the Company's net sales and net income from continuing operations both decreased year-over-year, primarily due to lower Building Products sales and reduced equity income, though operating loss narrowed and Consumer Products Adjusted EBITDA grew Summary of Results of Operations (as of August 31, million dollars) | Indicator | 2024 | 2023 | Increase/Decrease | | :--- | :--- | :--- | :--- | | Net sales | 257.3 | 311.9 | (54.6) | | Operating loss | (4.7) | (7.3) | 2.6 | | Adjusted operating earnings (loss) | (3.5) | 4.8 | (8.3) | | Net earnings from continuing operations | 24.3 | 26.8 | (2.5) | | Adjusted EBITDA from continuing operations | 48.4 | 65.9 | (17.5) | | Equity income | 35.5 | 45.4 | (9.9) | | Diluted EPS from continuing operations | 0.48 | 0.54 | (0.06) | | Adjusted diluted EPS from continuing operations | 0.50 | 0.75 | (0.25) | Net Sales and Volume In the first quarter of fiscal 2025, consolidated net sales decreased by 17.5% year-over-year, primarily due to lower Building Products volume and an unfavorable product mix, partially offset by the Ragasco acquisition Net Sales by Segment (as of August 31, million dollars) | Segment | 2024 | 2023 | Increase/Decrease | % Increase/Decrease | | :--- | :--- | :--- | :--- | :--- | | Consumer Products | 117.6 | 117.4 | 0.2 | 0.2 % | | Building Products | 139.7 | 165.9 | (26.2) | (15.8 %) | | Total Reportable Segments | 257.3 | 283.3 | (26.0) | (9.2 %) | | Other | - | 28.6 | (28.6) | (100.0 %) | | Consolidated Total | 257.3 | 311.9 | (54.6) | (17.5 %) | Volume by Segment (as of August 31, units) | Segment | 2024 | 2023 | Increase/Decrease | % Increase/Decrease | | :--- | :--- | :--- | :--- | :--- | | Consumer Products | 16,170,556 | 16,031,583 | 138,973 | 0.9 % | | Building Products | 3,094,117 | 3,808,820 | (714,703) | (18.8 %) | | Total Reportable Segments | 19,264,673 | 19,840,403 | (575,730) | (2.9 %) | | Other | - | 106,306 | (106,306) | (100.0 %) | | Consolidated Total | 19,264,673 | 19,946,709 | (682,036) | (3.4 %) | - Building Products net sales decreased by $26.2 million (15.8%), primarily due to lower volume and an unfavorable product mix, partially offset by the contribution from the Ragasco acquisition[126] Gross Profit In the first quarter of fiscal 2025, gross profit was $62.5 million, a 10.2% year-over-year decrease, primarily driven by lower net sales in the Building Products segment Gross Profit (as of August 31, million dollars) | Indicator | 2024 | Gross Margin | 2023 | Gross Margin | Increase/Decrease | | :--- | :--- | :--- | :--- | :--- | :--- | | Gross profit | 62.5 | 24.3 % | 69.6 | 22.3 % | (7.1) | - Gross profit decreased by $7.1 million (10.2%), primarily due to lower net sales in the Building Products segment[127] Selling, General and Administrative Expense In the first quarter of fiscal 2025, Selling, General and Administrative (SG&A) expense was $66.0 million, a 11.4% year-over-year decrease, mainly due to the elimination of certain corporate overhead costs post-separation Selling, General and Administrative Expense (as of August 31, million dollars) | Indicator | 2024 | % of Net Sales | 2023 | % of Net Sales | Increase/Decrease | | :--- | :--- | :--- | :--- | :--- | :--- | | Selling, general and administrative expense | 66.0 | 25.7 % | 74.5 | 23.9 % | (8.5) | - SG&A decreased by $8.5 million (11.4%), primarily due to the elimination of certain corporate overhead costs following the separation[128] Other Operating Items In the first quarter of fiscal 2025, restructuring expense was $1.2 million, primarily comprising final transaction cost adjustments for the deconsolidation of the former Sustainable Energy Solutions operating segment and severance, compared to $2.4 million in separation costs in the prior fiscal year Other Operating Items (as of August 31, million dollars) | Item | 2024 | 2023 | Increase/Decrease | | :--- | :--- | :--- | :--- | | Restructuring and other expense, net | 1.2 | - | 1.2 | | Separation costs | - | 2.4 | (2.4) | - First quarter fiscal 2025 restructuring expense was primarily driven by final transaction cost adjustments for the deconsolidation of the former Sustainable Energy Solutions operating segment and severance[129] Interest Expense, Net In the first quarter of fiscal 2025, net interest expense was $0.5 million, a $0.6 million year-over-year decrease, primarily due to lower average debt levels resulting from the redemption of the 2024 and 2026 Notes Interest Expense, Net (as of August 31, million dollars) | Indicator | 2024 | 2023 | Increase/Decrease | | :--- | :--- | :--- | :--- | | Interest expense, net | 0.5 | 1.1 | (0.6) | - Net interest expense decreased by $0.6 million, primarily due to lower average debt levels resulting from the redemption of the 2024 and 2026 Notes[130] Equity Income In the first quarter of fiscal 2025, equity income was $35.5 million, a $9.9 million year-over-year decrease, primarily due to reduced contributions from ClarkDietrich and an equity loss from the Sustainable Energy Solutions joint venture Equity Income (as of August 31, million dollars) | Affiliate | 2024 | 2023 | Increase/Decrease | | :--- | :--- | :--- | :--- | | WAVE | 27.9 | 28.3 | (0.4) | | ClarkDietrich | 8.7 | 16.7 | (8.0) | | Other | (1.1) | 0.4 | (1.5) | | Total Equity Income | 35.5 | 45.4 | (9.9) | - Equity income decreased by $9.9 million, primarily due to an $8.0 million reduction in ClarkDietrich's contribution (due to compressed margins from lower steel prices) and an equity loss from the Sustainable Energy Solutions joint venture[132] Income Taxes In the first quarter of fiscal 2025, income tax expense was $6.8 million, a $2.2 million year-over-year decrease, primarily due to lower pre-tax earnings, with the estimated annual effective tax rate falling from 25.1% to 24.5% Income Tax Expense (as of August 31, million dollars) | Indicator | 2024 | Estimated Effective Tax Rate | 2023 | Estimated Effective Tax Rate | Increase/Decrease | | :--- | :--- | :--- | :--- | :--- | :--- | | Income tax expense | 6.8 | 24.5 % | 9.0 | 25.1 % | (2.2) | - Income tax expense decreased by $2.2 million, primarily due to lower pre-tax earnings, with the estimated annual effective tax rate decreasing from 25.1% in the first quarter of fiscal 2024 to 24.5% in the first quarter of fiscal 2025[133] Adjusted EBITDA from Continuing Operations In the first quarter of fiscal 2025, Adjusted EBITDA from Continuing Operations was $48.4 million, a 26.6% year-over-year decrease, with Consumer Products EBITDA growing 24.5% while Building Products EBITDA declined 33.5% due to lower volume, unfavorable product mix, and reduced ClarkDietrich equity income Adjusted EBITDA from Continuing Operations by Segment (as of August 31, million dollars) | Segment | 2024 | % of Net Sales | 2023 | % of Net Sales | Increase/Decrease | % Increase/Decrease | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Consumer Products | 17.8 | 15.1 % | 14.3 | 12.2 % | 3.5 | 24.5 % | | Building Products | 39.7 | 28.4 % | 59.7 | 36.0 % | (20.0) | (33.5 %) | | Total Reportable Segments | 57.5 | 22.3 % | 74.0 | 26.1 % | (16.5) | (22.3 %) | | Unallocated Corporate and Other | (9.1) | n/a | (8.1) | n/a | (1.0) | 12.3 % | | Consolidated Total | 48.4 | 18.8 % | 65.9 | 21.1 % | (17.5) | (26.6 %) | - Consumer Products Adjusted EBITDA increased by $3.5 million, primarily driven by improved gross margins from lower material costs[135] - Building Products Adjusted EBITDA decreased by $20.0 million, primarily due to lower volume, an unfavorable product mix, and reduced equity income from ClarkDietrich[135] Liquidity and Capital Resources The Company believes it has ample resources to meet operational costs, capital expenditures, debt redemptions, and dividend payments for its existing businesses, with reduced operating cash flow, increased investing cash outflow (mainly due to Ragasco acquisition), and significantly reduced financing cash outflow in the first quarter of fiscal 2025 - The Company believes it has ample resources to meet normal operating costs, mandatory capital expenditures, debt redemptions, dividend payments, and working capital needs for its existing businesses[137] - As of August 31, 2024, the Company had $178.5 million in cash and cash equivalents and $500 million available under its unused revolving credit facility[137] Consolidated Cash Flow Summary (as of August 31, million dollars) | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | 41.1 | 59.7 | | Net cash used in investing activities | (88.7) | (44.3) | | Net cash used in financing activities | (18.1) | (269.3) | | Decrease in cash and cash equivalents | (65.7) | (253.9) | | Cash and cash equivalents at end of period | 178.5 | 201.0 | Operating Activities In the first quarter of fiscal 2025, net cash provided by operating activities was $41.1 million, a year-over-year decrease, primarily due to lower net income from core businesses and reduced dividends from unconsolidated affiliates - In the first quarter of fiscal 2025, net cash provided by operating activities was $41.1 million, down from $59.7 million in the first quarter of fiscal 2024[140] - The decrease was primarily due to lower net income from core businesses and a $25.7 million reduction in dividends from unconsolidated affiliates[140] Investing Activities In the first quarter of fiscal 2025, net cash used in investing activities was $88.7 million, driven by the Ragasco acquisition and capital expenditures, partially offset by proceeds from the sale of a 51% equity interest in the former Sustainable Energy Solutions operating segment - In the first quarter of fiscal 2025, net cash used in investing activities was $88.7 million, up from $44.3 million in the first quarter of fiscal 2024[141] - This was primarily driven by the acquisition of Ragasco and capital expenditures, partially offset by proceeds from the sale of a 51% equity interest in the former Sustainable Energy Solutions operating segment[141] Financing Activities In the first quarter of fiscal 2025, net cash used in financing activities was $18.1 million, significantly lower than $269.3 million in the prior year, primarily due to substantial long-term debt repayments in the first quarter of fiscal 2024 - In the first quarter of fiscal 2025, net cash used in financing activities was $18.1 million, down from $269.3 million in the first quarter of fiscal 2024[143] - In the first quarter of fiscal 2025, the Company paid $6.8 million to repurchase 150,000 shares of common stock and paid $8.1 million in common stock dividends[143] - As of August 31, 2024, the Company had 5,915,000 shares of common stock remaining for repurchase under its existing authorization[144] Dividend Policy The Company currently has no material contractual or regulatory restrictions on dividend payments, with the Board reviewing and determining the dividend rate quarterly based on financial condition, operating results, capital requirements, cash flow, and business outlook, though future payments are not guaranteed despite a long history of quarterly dividends - The Company currently has no material contractual or regulatory restrictions on dividend payments[147] - The Board reviews and determines the dividend rate quarterly based on financial condition, operating results, capital requirements, cash flow, and business outlook[147] - Although the Company has paid dividends every quarter since going public in 1968, future payments are not guaranteed[147] Critical Accounting Estimates The Company's financial statements rely on management's estimates and assumptions for balance sheet and income statement amounts, including accounts receivable, inventory, intangible assets, accrued liabilities, income and other tax accruals, contingencies, litigation, and business combination valuations, with no significant changes since the fiscal 2024 10-K report - The Company's financial statements rely on management's estimates and assumptions for amounts on the balance sheets and statements of earnings, including accounts receivable, inventory, intangible assets, accrued liabilities, income and other tax accruals, contingencies and litigation, and business combination valuations[148] - The Company's critical accounting policies have not materially changed since the fiscal 2024 10-K report[148] Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company's market risks have not materially changed since the disclosures in the fiscal 2024 10-K report - The Company's market risks have not materially changed since the disclosures in the fiscal 2024 10-K report[149] Item 4. Controls and Procedures This section discusses the assessment of the effectiveness of the Company's disclosure controls and procedures and changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures Management, under the supervision of the CEO and CFO, assessed the effectiveness of disclosure controls and procedures as of August 31, 2024, concluding they were effective at a reasonable assurance level - Management evaluated the effectiveness of disclosure controls and procedures as of the quarter ended August 31, 2024[151] - The Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective at a reasonable assurance level[151] Changes in Internal Control Over Financial Reporting There were no material changes in the Company's internal control over financial reporting during the quarter ended August 31, 2024 - There were no material changes in the Company's internal control over financial reporting during the quarter ended August 31, 2024[152] Part II. Other Information This section provides additional information not covered in Part I, including legal proceedings, risk factors, equity security sales, and exhibits Item 1. Legal Proceedings The Company is involved in various legal and administrative proceedings, but management believes these will not have a material adverse effect on its business, financial condition, operating results, or cash flows - The Company is involved in various legal and administrative proceedings, but management believes these will not have a material adverse effect on its business, financial condition, operating results, or cash flows[153] Item 1A. Risk Factors The Company's risk factors have not materially changed since the disclosures in the fiscal 2024 10-K report, and investors should review them to assess the business and common stock investment - The Company's risk factors have not materially changed since the disclosures in the fiscal 2024 10-K report[154] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section discloses the Company's unregistered sales of equity securities and equity security repurchases Unregistered Sales of Equity Securities For the three months ended August 31, 2024, the Company did not sell any equity securities not registered under the Securities Act of 1933 - For the three months ended August 31, 2024, the Company did not sell any equity securities not registered under the Securities Act of 1933[155] Issuer Purchases of Equity Securities This section details the Company's common stock repurchases from June 1 to August 31, 2024, including shares withheld for tax obligations and those under the public repurchase program Summary of Issuer Purchases of Equity Securities | Period | Total Number of Common Shares Repurchased | Average Price Paid per Share | Total Number of Common Shares Repurchased Under Publicly Announced Plans or Programs | Maximum Number of Common Shares That May Yet Be Repurchased Under the Plans or Programs | | :--- | :--- | :--- | :--- | :--- | | June 1-30, 2024 | 68,044 | $48.65 | 30,000 | 6,035,000 | | July 1-31, 2024 | 152,248 | $45.50 | 120,000 | 5,915,000 | | August 1-31, 2024 | 203 | $45.45 | - | 5,915,000 | | Total | 220,495 | $46.53 | 150,000 | | - As of August 31, 2024, the Company had 5,915,000 shares of common stock remaining for repurchase under its authorization, with no fixed expiration date[157] Item 3. Defaults Upon Senior Securities Not applicable - Not applicable[158] Item 4. Mine Safety Disclosures Not applicable - Not applicable[158] Item 5. Other Information For the quarter ended August 31, 2024, no directors or officers adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements - For the quarter ended August 31, 2024, no directors or officers adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements[158] Item 6. Exhibits This section lists the accompanying exhibits, including the Company's 2024 Long-Term Incentive Plan, CEO and CFO certifications, and interactive data files - Exhibits include the Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan, Rule 13a-14(a)/15d-14(a) certifications (Chief Executive Officer and Chief Financial Officer), Section 1350 certifications (Chief Executive Officer and Chief Financial Officer), and Interactive Data Files in Inline XBRL format[158][159] Signatures This report was signed by Joseph B. Hayek, Executive Vice President and Chief Financial and Operating Officer of Worthington Enterprises, Inc., on October 7, 2024, as required by the Securities Exchange Act of 1934 - This report was signed by Joseph B. Hayek, Executive Vice President and Chief Financial and Operating Officer of Worthington Enterprises, Inc., on October 7, 2024, as required by the Securities Exchange Act of 1934[160][161]