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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 19, 2023

_______________________________

WORTHINGTON ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Ohio1-839931-1189815
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

200 Old Wilson Bridge Road

Columbus, Ohio 43085

(Address of Principal Executive Offices) (Zip Code)

(614) 438-3210

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, without par valueWORNYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02:

On December 19, 2023, Worthington Enterprises, Inc. (the “Registrant”) issued a news release (the “Financial News Release”) reporting results for the three-month period ended November 30, 2023 (the fiscal 2024 second quarter). A copy of the Financial News Release is furnished herewith as Exhibit 99.1 and is incorporated herein by this reference.

The Registrant has included both financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and non-GAAP financial measures in the Financial News Release to provide investors with additional information that the Registrant believes allows for increased comparability of the performance of the Registrant’s ongoing operations from period to period. Please see the Financial News Release for further explanations of why the Registrant uses the non-GAAP financial measures and the reconciliations to the most comparable GAAP financial measures.

Item 8.01. Other Events.

On December 19, 2023, the Registrant issued a news release (the “Dividend Release”) reporting that its Board of Directors declared a quarterly cash dividend of $0.16 per share in respect of the Registrant’s common shares. The dividend was declared on December 19, 2023, and is payable on March 29, 2024 to shareholders of record at the close of business on March 15, 2024. A copy of the Dividend News Release is included with this Form 8‑K as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits:  The following exhibits are included with this Current Report on Form 8-K: 

Exhibit No. Description
   
99.1 News Release issued by Worthington Enterprises, Inc. on December 19, 2023 (Financial News Release)   
99.2 News Release issued by Worthington Enterprises, Inc. on December 19, 2023 (Dividend Release)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 WORTHINGTON ENTERPRISES, INC.
   
  
Date: December 19, 2023By: /s/ Patrick J. Kennedy        
  Patrick J. Kennedy
  Vice President - General Counsel and Secretary
  

 

EXHIBIT 99.1

logo

Worthington Enterprises Reports Second Quarter Fiscal 2024 Results

COLUMBUS, Ohio, Dec. 19, 2023 (GLOBE NEWSWIRE) -- Worthington Enterprises, Inc. (NYSE: WOR), formerly Worthington Industries, Inc., today reported results for its fiscal 2024 second quarter ended November 30, 2023. These quarterly results include both Worthington Enterprises and Worthington Steel. Beginning in the third quarter of fiscal 2024, historical results will be restated to reflect the operations of the Company’s former Steel Processing segment as a discontinued operation in periods prior to the December 1, 2023, separation date.

Net sales in the second quarter of fiscal 2024 were $1.1 billion and net earnings attributable to controlling interest were $24.3 million, or $0.49 per diluted share. For the second quarter of fiscal 2023, the Company reported net sales of $1.2 billion and net earnings attributable to controlling interest of $16.2 million, or $0.33 per diluted share. Results in both the current year quarter and prior year quarter were impacted by certain items, as summarized in the table below.

(in millions, except per share amounts)

  2Q 2024  2Q 2023 
  After-Tax  Per Share  After-Tax  Per Share 
Net earnings attributable to controlling interest $24.3  $0.49  $16.2  $0.33 
Separation costs  16.7   0.33   7.0   0.14 
Gain on sale of assets in equity income  (2.1)  (0.04)  -   - 
Incremental expense related to Level5 earnout  -   -   0.4   0.01 
Restructuring gains  -   -   (1.8)  (0.04)
Adjusted net earnings $38.9  $0.78  $21.8  $0.44 


Financial highlights for the current and comparative periods are as follows:

(in millions, except per share amounts)

  2Q 2024  2Q 2023  6M 2024  6M 2023 
Net sales $1,086.9  $1,175.5  $2,280.2  $2,584.2 
Operating income (loss)  (5.9)  (7.0)  71.8   59.7 
Equity income  42.4   36.9   96.8   68.6 
Net earnings attributable to controlling interest  24.3   16.2   120.4   80.3 
Earnings per diluted share $0.49  $0.33  $2.40  $1.63 


“This was our last quarter as Worthington Industries, and I am very proud of our people all across the company who stayed focused on serving our customers while we worked hard during the last year to prepare for and ultimately execute the separation of our steel processing business on December 1. Not only did we finish ahead of schedule but I am confident all of our advisors would say the work done was best in class. I could not be more excited for the future of both companies,” said Worthington Enterprises President and CEO Andy Rose. “For the businesses that are part of Worthington Enterprises, the current quarter was solid despite some headwinds. Building Products delivered healthy year-over-year results that were consistent with normal seasonality. While results in Consumer Products and Sustainable Energy Solutions declined year-over-year, both segments delivered sequential improvements in earnings relative to the first quarter and our teams are doing a good job positioning these businesses for a solid start to 2024.”

Consolidated Quarterly Results

Net sales for the second quarter of fiscal 2024 were $1.1 billion, a decrease of $88.6 million, or 7.5%, from the prior year quarter. The decrease was attributed mostly to Steel Processing, down $53.3 million, due to lower average selling prices which were partially offset by higher volumes. Combined net sales at the remaining segments were down $35.4 million driven by the impact of lower average selling prices and an unfavorable product mix in Building Products and lower volumes in Sustainable Energy Solutions.

Gross margin increased by $18.0 million from the prior year quarter to $123.7 million, largely driven by an estimated $18.3 million favorable change in Steel Processing from inventory holding losses of $53.1 million in the prior year quarter compared to losses of $34.8 million in the current year quarter.

The operating loss in the quarter was favorable by $1.1 million compared to the $7.0 million operating loss in the prior year quarter, as the combination of higher incremental costs associated with the separation of the Company’s Steel Processing business and higher net restructuring charges more than offset the improvements in gross margins. Excluding these items, adjusted operating income of $16.0 million was up $17.6 million compared to the prior year quarter.

Net interest expense was $2.2 million in the current year quarter, down $5.4 million compared to the prior year quarter due to higher interest income and, to a lesser extent, lower average debt levels driven by the July 28, 2023, redemption of the Company’s senior unsecured notes that were set to mature in April 2026 (“2026 Notes”).

Equity income increased $5.6 million over the prior year quarter to $42.4 million, due in part to a $2.8 million gain associated with the divestiture of the Brazilian operations of the cabs joint venture. Excluding the impact of the divestiture, equity income was up $2.8 million in the current year quarter, as slightly higher contributions from both WAVE and Serviacero were partially offset by lower contributions from ClarkDietrich.

Income tax expense was $7.2 million in the current year quarter compared to $4.1 million in the prior year quarter. The increase was driven by higher pre-tax earnings. Tax expense in the current year quarter reflects an annual effective rate of 23.4%, compared to 23.7% in the prior year quarter.

Balance Sheet

Total debt was $623.8 million at the end of the second quarter of fiscal 2024, down $69.0 million from May 31, 2023, driven by the redemption of the 2026 Notes, partially offset by $175.0 million of short-term borrowings by Worthington Steel at quarter-end ahead of the business separation. The Company ended the second quarter of fiscal 2024 with $430.9 million of cash, down $24.0 million from May 31, 2023, primarily due to the early redemption of the 2026 Notes earlier in the fiscal year, partially offset by cash proceeds of $175.0 million associated with Worthington Steel’s debt issuance at quarter end, a portion of which funded a $150.0 million cash dividend paid to the Company in connection with the December 1, 2023 separation.

Quarterly Segment Results

Consumer Products generated net sales of $147.7 million during the current year quarter, down $6.1 million, or 3.9%, from the prior year quarter. The decline in net sales was driven by lower average selling prices and an unfavorable shift in product mix. Adjusted EBIT was down $4.0 million in the current year quarter to $9.5 million, driven primarily by lower volumes and a $3.1 million non-cash inventory obsolescence charge related to a recall of the Balloon Time® Mini helium tank.

Building Products generated net sales of $123.0 million during the current year quarter, down 13%, or $18.7 million, from the prior year quarter as lower average selling prices and an unfavorable shift in product mix more than offset the impact of higher volumes. Adjusted EBIT decreased $0.9 million from the prior year quarter to $40.3 million, driven primarily by the impact the decline in net sales had on gross margin. Equity income was essentially flat in the quarter, as higher contributions from WAVE were almost equally offset by a modest decline at ClarkDietrich.

Sustainable Energy Solutions generated net sales of $27.5 million during the current year quarter, down 28%, or $10.6 million, compared to the prior year quarter, as lower volumes and an unfavorable mix more than offset the impact of higher average selling prices. Adjusted EBIT was a loss of $2.6 million, $3.8 million lower than the prior year quarter, primarily due to lower volumes and an unfavorable product mix.

Steel Processing’s net sales for the second quarter of fiscal 2024 totaled $788.7 million, down $53.3 million, compared to the prior year quarter. Adjusted EBIT was up $24.0 million over the prior year quarter to $6.8 million.

Recent Developments

  • On December 1, 2023, the Company completed the separation of its Steel Processing business, into a standalone publicly traded company, Worthington Steel, Inc., which trades under the symbol “WS” on the New York Stock Exchange. In connection with the separation, Worthington Steel made a cash distribution of $150.0 million to the Company.
  • On December 6, 2023, the Company used the cash distribution from Worthington Steel to pay off in full the unsecured senior notes that were set to mature in August 2024. The payoff amount consisted of $150.0 million in principal plus accrued interest of $0.5 million.
  • On December 19, 2023, Worthington Enterprises’ Board of Directors declared a quarterly dividend of $0.16 per share payable on March 29, 2024, to shareholders of record on March 15, 2024.

Outlook

“I could not be more proud of our company and the teams we have in place,” Rose said. “Heading into calendar 2024, we are well positioned as a leading designer and manufacturer of Building Products, Consumer Products and Sustainable Energy Solutions with more focused strategies better able to serve our customers and accelerate our growth. I am very optimistic about our future given our market-leading brands, strong balance sheet and talented people.”

Conference Call

Worthington will review fiscal 2024 second quarter results during its quarterly conference call on December 20, 2023, at 9:00 a.m., Eastern Time. Details regarding the conference call can be found on the Company website at www.WorthingtonEnterprises.com/.

About Worthington Enterprises 

Worthington Enterprises (NYSE: WOR) is a designer and manufacturer of market-leading brands that help enable people to live safer, healthier and more expressive lives. The Company operates with three segments: Building Products, Consumer Products and Sustainable Energy Solutions. Worthington’s emphasis on innovation and transformation extends to building products including water systems, heating and cooling solutions, architectural and acoustical grid ceilings and metal framing and accessories, and consumer products in tools, outdoor living and celebrations categories sold under brand names Coleman®, Bernzomatic®, Balloon Time®, Level5 Tools®, Mag Torch®, Well-X-Trol®, General®, Garden-Weasel®, Pactool International® and Hawkeye™. The Company serves the growing global hydrogen ecosystem through on-board fueling systems and gas containment solutions.

Headquartered in Columbus, Ohio, Worthington Enterprises employs approximately 5,000 people throughout North America and Europe.

Founded in 1955 as Worthington Industries, Worthington Enterprises follows a people-first Philosophy with earning money for its shareholders as its first corporate goal. Worthington Enterprises achieves this outcome by empowering its employees to innovate, thrive and grow with leading brands in attractive markets that improve everyday life. The Company engages deeply with local communities where it has operations through volunteer efforts and The Worthington Companies Foundation, participates actively in workforce development programs and reports annually on its corporate citizenship and sustainability efforts. For more information, visit worthingtonenterprises.com.

Safe Harbor Statement

Selected statements contained in this release constitute “forward-looking statements,” as that term is used in the Private Securities Litigation Reform Act of 1995 (the “Act”). The Company wishes to take advantage of the safe harbor provisions included in the Act. Forward-looking statements reflect the Company’s current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “should,” “would,” “intend,” “plan,” “will,” “likely,” “estimate,” “project,” “position,” “strategy,” “target,” “aim,” “seek,” “foresee” and similar words or phrases. These forward-looking statements include, without limitation, statements relating to: future or expected cash positions, liquidity and ability to access financial markets and capital; outlook, strategy or business plans; the anticipated benefits of the separation of the Company’s Steel Processing business (the “Separation); the expected financial and operational performance of, and future opportunities for, each of the Company following the Separation; the Company’s performance on a pro forma basis to illustrate the estimated effects of the Separation on historical periods; the tax treatment of the Separation transaction; future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, margins, balance sheet strengths, debt, financial condition or other financial measures; pricing trends for raw materials and finished goods and the impact of pricing changes; the ability to improve or maintain margins; expected demand or demand trends for the Company or its markets; additions to product lines and opportunities to participate in new markets; expected benefits from transformation and innovation efforts; the ability to improve performance and competitive position at the Company’s operations; anticipated working capital needs, capital expenditures and asset sales; anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof; projected profitability potential; the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations; projected capacity and the alignment of operations with demand; the ability to operate profitably and generate cash in down markets; the ability to capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets; expectations for Company and customer inventories, jobs and orders; expectations for the economy and markets or improvements therein; expectations for generating improving and sustainable earnings, earnings potential, margins or shareholder value; effects of judicial rulings; the ever-changing effects of the novel coronavirus (“COVID-19”) pandemic and the various responses of governmental and nongovernmental authorities thereto on economies and markets, and on our customers, counterparties, employees and third-party service providers; and other non-historical matters.

Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, those that follow: the uncertainty of obtaining regulatory approvals in connection with the Separation, including rulings from the Internal Revenue Service; the Company’s ability to successfully realize the anticipated benefits of the Separation; the risks, uncertainties and impacts related to the COVID-19 pandemic – the duration, extent and severity of which are impossible to predict, including the possibility of future resurgence in the spread of COVID-19 or variants thereof – and the availability, effectiveness and acceptance of vaccines, and other actual or potential public health emergencies and actions taken by governmental authorities or others in connection therewith; the effect of national, regional and global economic conditions generally and within major product markets, including significant economic disruptions from COVID-19, the actions taken in connection therewith and the implementation of related fiscal stimulus packages; the effect of conditions in national and worldwide financial markets, including inflation, increases in interest rates and economic recession, and with respect to the ability of financial institutions to provide capital; the impact of tariffs, the adoption of trade restrictions affecting the Company’s products or suppliers, a United States withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships; changing oil prices and/or supply; product demand and pricing; changes in product mix, product substitution and market acceptance of the Company’s products; volatility or fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities, labor and other items required by operations (especially in light of the COVID-19 pandemic and Russia’s invasion of Ukraine); effects of sourcing and supply chain constraints; the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters; effects of facility closures and the consolidation of operations; the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction and other industries in which the Company participates; failure to maintain appropriate levels of inventories; financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom the Company does business; the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts; the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from transformation initiatives, on a timely basis; the overall success of, and the ability to integrate, newly-acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom; capacity levels and efficiencies, within facilities, within major product markets and within the industries in which the Company participates as a whole; the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, labor shortages, interruption in utility services, civil unrest, international conflicts (especially in light of Russia’s invasion of Ukraine), terrorist activities or other causes; changes in customer demand, inventories, spending patterns, product choices, and supplier choices; risks associated with doing business internationally, including economic, political and social instability (especially in light of Russia’s invasion of Ukraine), foreign currency exchange rate exposure and the acceptance of the Company’s products in global markets; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; the effect of inflation, interest rate increases and economic recession, which may negatively impact the Company’s operations and financial results; deviation of actual results from estimates and/or assumptions used by the Company in the application of its significant accounting policies; the level of imports and import prices in the Company’s markets; the impact of environmental laws and regulations or the actions of the United States Environmental Protection Agency or similar regulators which increase costs or limit the Company’s ability to use or sell certain products; the impact of increasing environmental, greenhouse gas emission and sustainability regulations and considerations; the impact of judicial rulings and governmental regulations, both in the United States and abroad, including those adopted by the United States Securities and Exchange Commission and other governmental agencies as contemplated by the Coronavirus Aid, Relief and Economic Security (CARES) Act, the Consolidated Appropriations Act, 2021, the American Rescue Plan Act of 2021, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; the effect of healthcare laws in the United States and potential changes for such laws, especially in light of the COVID-19 pandemic, which may increase the Company’s healthcare and other costs and negatively impact the Company’s operations and financial results; the effects of tax laws in the United States and potential changes for such laws, which may increase the Company’s costs and negatively impact the Company’s operations and financial results; cyber security risks; the effects of privacy and information security laws and standards; and other risks described from time to time in the Company’s filings with the United States Securities and Exchange Commission, including those described in “Part I – Item 1A. – Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2023.

Forward-looking statements should be construed in the light of such risks. The Company notes these factors for investors as contemplated by the Act. It is impossible to predict or identify all potential risk factors. Consequently, readers should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. The Company does not undertake, and hereby disclaims, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.


WORTHINGTON ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
 
  Three Months Ended  Six Months Ended 
  November 30,  November 30, 
  2023  2022  2023  2022 
Net sales $1,086,918  $1,175,541  $2,280,174  $2,584,206 
Cost of goods sold  963,204   1,069,778   1,958,971   2,309,069 
Gross margin  123,714   105,763   321,203   275,137 
Selling, general and administrative expense  107,688   107,813   220,036   211,261 
Impairment of long-lived assets  -   -   1,401   312 
Restructuring and other expense (income), net  6   (4,282)  6   (5,382)
Separation costs  21,952   9,246   27,987   9,246 
Operating income (loss)  (5,932)  (7,014)  71,773   59,700 
Other income (expense):            
Miscellaneous income (expense)  1,020   1,405   2,031   (3,681)
Loss on extinguishment of debt  -   -   (1,534)  - 
Interest expense, net  (2,169)  (7,612)  (5,252)  (16,210)
Equity in net income of unconsolidated affiliates  42,446   36,857   96,827   68,569 
Earnings before income taxes  35,365   23,636   163,845   108,378 
Income tax expense  7,198   4,131   35,975   23,629 
Net earnings  28,167   19,505   127,870   84,749 
Net earnings attributable to noncontrolling interests  3,865   3,287   7,460   4,449 
Net earnings attributable to controlling interest $24,302  $16,218  $120,410  $80,300 
             
Basic            
Weighted average common shares outstanding  49,186   48,558   49,013   48,518 
Earnings per share attributable to controlling interest $0.49  $0.33  $2.46  $1.66 
             
Diluted            
Weighted average common shares outstanding  50,042   49,330   50,102   49,293 
Earnings per share attributable to controlling interest $0.49  $0.33  $2.40  $1.63 
             
             
Common shares outstanding at end of period  49,287   48,572   49,287   48,572 
             
Cash dividends declared per share $0.32  $0.31  $0.64  $0.62 



CONSOLIDATED BALANCE SHEETS
WORTHINGTON ENTERPRISES, INC.
(In thousands)
 
  November 30,  May 31, 
  2023  2023 
Assets      
Current assets:      
Cash and cash equivalents $430,906  $454,946 
Receivables, less allowances of $2,944 and $3,383 at November 30, 2023 and May 31, 2023, respectively  640,826   692,887 
Inventories      
Raw materials  245,166   264,568 
Work in process  156,361   183,248 
Finished products  174,884   160,152 
Total inventories  576,411   607,968 
Income taxes receivable  5,511   4,198 
Assets held for sale  1,789   3,381 
Prepaid expenses and other current assets  117,160   104,957 
Total current assets  1,772,603   1,868,337 
Investment in unconsolidated affiliates  247,421   252,591 
Operating lease assets  94,677   99,967 
Goodwill  416,857   414,820 
Other intangible assets, net of accumulated amortization of $121,478 and $112,202 at November 30, 2023 and May 31, 2023, respectively  305,649   314,226 
Other assets  42,916   25,323 
Property, plant and equipment:      
Land  50,920   49,697 
Buildings and improvements  312,830   308,669 
Machinery and equipment  1,293,628   1,263,962 
Construction in progress  78,536   45,165 
Total property, plant and equipment  1,735,914   1,667,493 
Less: accumulated depreciation  1,031,900   991,839 
Total property, plant and equipment, net  704,014   675,654 
Total assets $3,584,137  $3,650,918 
       
Liabilities and equity      
Current liabilities:      
Accounts payable $447,119  $528,920 
Short-term borrowings  175,000   2,813 
Accrued compensation, contributions to employee benefit plans and related taxes  80,461   93,810 
Dividends payable  17,245   18,330 
Other accrued items  62,270   53,362 
Current operating lease liabilities  12,493   12,608 
Income taxes payable  485   7,451 
Current maturities of long-term debt  150,269   264 
Total current liabilities  945,342   717,558 
Other liabilities  112,878   113,286 
Distributions in excess of investment in unconsolidated affiliate  118,465   117,297 
Long-term debt  298,549   689,718 
Noncurrent operating lease liabilities  85,283   89,982 
Deferred income taxes  99,653   101,449 
Total liabilities  1,660,170   1,829,290 
Shareholders' equity - controlling interest  1,792,809   1,696,011 
Noncontrolling interests  131,158   125,617 
Total equity  1,923,967   1,821,628 
Total liabilities and equity $3,584,137  $3,650,918 



WORTHINGTON ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
  Three Months Ended  Six Months Ended 
  November 30,  November 30, 
  2023  2022  2023  2022 
Operating activities:            
Net earnings $28,167  $19,505  $127,870  $84,749 
Adjustment to reconcile net earnings to net cash provided by operating activities:            
Depreciation and amortization  28,007   28,354   56,332   56,355 
Impairment of long-lived assets  -   -   1,401   312 
Benefit from deferred income taxes  1,968   (3,617)  (3,485)  (14,673)
Loss on extinguishment of debt  -   -   1,534   - 
Bad debt expense (income)  345   1,098   (454)  1,440 
Equity in net income of unconsolidated affiliates, net of distributions  (4,129)  18,352   6,096   61,197 
Net loss (gain) on sale of assets  (439)  (4,265)  (334)  (5,034)
Stock-based compensation  6,175   4,547   10,691   8,783 
Changes in assets and liabilities, net of impact of acquisitions:            
Receivables  76,704   119,674   67,861   157,093 
Inventories  103,150   72,293   38,823   113,460 
Accounts payable  (75,373)  (100,535)  (75,095)  (202,116)
Accrued compensation and employee benefits  2,794   3,336   (9,220)  (30,532)
Income taxes payable  (35,428)  (7,629)  (6,966)  (300)
Other operating items, net  3,049   (18,172)  (20,368)  (16,755)
Net cash provided by operating activities  134,990   132,941   194,686   213,979 
             
Investing activities:            
Investment in property, plant and equipment  (32,876)  (24,490)  (62,174)  (45,967)
Proceeds from sale of assets, net of selling costs  751   23,739   802   35,494 
Acquisitions, net of cash acquired  (21,013)  -   (21,013)  (56,088)
Investment in note receivable  -   -   (15,000)  - 
Investment in non-marketable equity securities  (1,500)  (140)  (1,540)  (250)
Proceeds from the sale of investment in ArtiFlex, net of selling costs  -   -   -   36,095 
Distribution from unconsolidated affiliate  1,085   -   1,085   - 
Net cash used by investing activities  (53,553)  (891)  (97,840)  (30,716)
             
Financing activities:            
Proceeds (repayments) of short-term borrowings  175,000   (10,619)  172,187   (43,062)
Principal payments on long-term debt  -   (13)  (243,757)  (150)
Proceeds from issuance of common shares, net of tax withholdings  (9,207)  (649)  (14,337)  (4,115)
Payments to noncontrolling interests  -   (11,760)  (1,921)  (11,760)
Dividends paid  (17,333)  (15,181)  (33,058)  (29,065)
Net cash provided (used) by financing activities  148,460   (38,222)  (120,886)  (88,152)
Increase (decrease) in cash and cash equivalents  229,897   93,828   (24,040)  95,111 
Cash and cash equivalents at beginning of period  201,009   35,768   454,946   34,485 
Cash and cash equivalents at end of period $430,906  $129,596  $430,906  $129,596 


WORTHINGTON ENTERPRISES, INC.
NON-GAAP FINANCIAL MEASURES / PRO FORMA FINANCIAL DATA
(In thousands, except volume and per share amounts)

The following provides a reconciliation of certain non-GAAP financial measures, including adjusted operating income, adjusted net earnings attributable to controlling interest and adjusted earnings per diluted share attributable to controlling interest, from their most comparable GAAP measure for the three and six months ended November 30, 2023 and 2022.

  Three Months Ended November 30, 2023 
  Operating
Income (Loss)
  Earnings Before
Income Taxes
  Income Tax
Expense (Benefit)
  Net Earnings
Attributable to
Controlling Interest
  Earnings per
Diluted Share
Attributable to
Controlling
Interest
 
GAAP $(5,932) $35,365  $7,198  $24,302  $0.49 
Restructuring and other expense, net  6   6   (1)  4   0.00 
Separation costs  21,952   21,952   (5,261)  16,691   0.33 
Gain on sale of assets in equity income (3)  -   (2,780)  662   (2,118)  (0.04)
Non-GAAP (1) $16,026  $54,543  $11,798  $38,879  $0.78 


  Three Months Ended November 30, 2022 
  Operating
Income (Loss)
  Earnings Before
Income Taxes
  Income Tax
Expense (Benefit)
  Net Earnings
Attributable to
Controlling
Interest(2)
  Earnings per
Diluted Share
Attributable to
Controlling
Interest (2)
 
GAAP $(7,014) $23,636  $4,131  $16,218  $0.33 
Incremental expense related to Level5 earnout  525   525   (127)  398   0.01 
Restructuring and other income, net  (4,282)  (4,282) 582   (1,850)  (0.04)
Separation costs  9,246   9,246   (2,228)  7,018   0.14 
Non-GAAP (1) $(1,525) $29,125  $5,904  $21,784  $0.44 


  Six Months Ended November 30, 2023 
  Operating
Income (Loss)
  Earnings Before
Income Taxes
  Income Tax
Expense (Benefit)
  Net Earnings
Attributable to
Controlling
Interest(2)
  Earnings per
Diluted Share
Attributable to
Controlling
Interest (2)
 
GAAP $71,773  $163,845  $35,975  $120,410  $2.40 
Impairment of long-lived assets  1,401   1,401   (210)  673   0.01 
Restructuring and other income, net  6   6   (1)  4   0.00 
Separation costs  27,987   27,987   (6,669)  21,318   0.43 
Loss on extinguishment of debt  -   1,534   (366)  1,168   0.02 
Gain on sale of assets in equity income (3)  -   (2,780)  662   (2,118)  (0.04)
Non-GAAP (1) $101,167  $191,993  $42,559  $141,455  $2.82 


  Six Months Ended November 30, 2022 
  Operating
Income (Loss)
  Earnings Before
Income Taxes
  Income Tax
Expense (Benefit)
  Net Earnings
Attributable to
Controlling
Interest(2)
  Earnings per
Diluted Share
Attributable to
Controlling
Interest (2)
 
GAAP $59,700  $108,378  $23,629  $80,300  $1.63 
Incremental expense related to Level5 earnout  1,050   1,050   (253)  797   0.02 
Impairment of long-lived assets  312   312   (47)  149   - 
Restructuring and other income, net  (5,382)  (5,382)  851   (2,681)  (0.05)
Separation costs  9,246   9,246   (2,228)  7,018   0.14 
Pension settlement charge  -   4,774   (1,150)  3,624   0.07 
Loss on sale of investment in Artiflex (3)  -   15,759   (3,798)  11,961   0.24 
Non-GAAP (1) $64,926  $134,137  $30,254  $101,168  $2.05 

_____________________________

  1. Refer to the Use of Non-GAAP Measures and Definitions schedules for further information on these measures.
  2. Excludes the impact of the noncontrolling interest(s), including the noncontrolling interest’s share of items excluded from our non-GAAP measures. Refer to the supplemental segment information included herein for further discussion of the impact of the noncontrolling interests on our reported non-GAAP financial measures.
  3. Excludes the following items reflected in equity income in our consolidated statements of earnings on a pre-tax or after-tax basis, as appropriate:
    • For the three and six months ended November 30, 2023, our share of the gain realized by our engineered cabs joint venture, Taxi Workhorse, in connection with the sale of joint venture operations in Brazil, which totaled $2,780 on a pre-tax basis.
    • For the six months ended November 30, 2022, the loss realized in connection with the August 3, 2022 sale of our then 50% noncontrolling equity investment in ArtiFlex Manufacturing, LLC, or $15,759 on a pre-tax basis.

To further assist in the analysis of segment results for the three and six months ended November 30, 2023 and 2022, the following supplemental information has been provided, including net sales, volume as well as adjusted EBIT and adjusted EBITDA, which are non-GAAP segment profit measures used by management to evaluate ongoing segment operating performance and allocate resources. The summarized segment information below includes a reconciliation of these non-GAAP profitability measures to their most comparable GAAP measure, which is operating income for purposes of measuring segment profit.

Additionally, adjusted EBITDA for the three and six months ended November 30, 2023 and 2022, is adjusted further to reflect the results of Worthington Enterprises, on a pro forma basis, to illustrate the estimated effects of the separation of Worthington Steel, Inc. from the historical combined company. This pro forma financial information assumes the Separation occurred on June 1, 2022, the first day of our fiscal 2023. Beginning in the third quarter of fiscal 2024, historical results will be restated to reflect the operations of Worthington Steel as a discontinued operation in periods prior to the December 1, 2023, separation date. For further information on this pro forma presentation, refer to the Use of Non-GAAP Measures and Definitions schedules included herein.

 Three Months Ended November 30, 2023 
 Steel  Consumer  Building  Sustainable
Energy
       
 Processing  Products  Products  Solutions  Other  Consolidated 
Volume (tons/units) 958,736   16,885,517   2,392,515   114,063  n/a  n/a 
Net sales$788,655  $147,738  $122,954  $27,537  $34  $1,086,918 
                  
Operating income (loss)$6,541  $9,498  $4,873  $(3,174) $(23,670) $(5,932)
Restructuring and other expense, net -   -   -   -   6   6 
Separation costs -   -   -   -   21,952   21,952 
Adjusted operating income (loss) 6,541   9,498   4,873   (3,174)  (1,712)  16,026 
Miscellaneous income (expense), net 306   12   234   557   (89)  1,020 
Equity in net income of unconsolidated affiliates (1) 3,778   -   35,177   -   711   39,666 
Less: Net earnings attributable to noncontrolling interests 3,863   -   -   -   -   3,863 
Adjusted EBIT$6,762  $9,510  $40,284  $(2,617) $(1,090) $52,849 
Depreciation and amortization 15,684   4,006   4,934   1,783   1,600   28,007 
Adjusted EBITDA$22,446  $13,516  $45,218  $(834) $510  $80,856 
                  
Adjusted EBIT margin 0.9%  6.4%  32.8%  (9.5%) NM   4.9%
Adjusted EBITDA margin 2.8%  9.1%  36.8%  (3.0%) NM   7.4%
                  
Pro forma information (giving effect to the Separation)                 
Adjusted EBITDA$22,446  $13,516  $45,218  $(834) $510  $80,856 
Removal of Worthington Steel, Inc. (22,446)  -   -   -   -   (22,446)
Shared overhead reallocation (5) -   508   (2,716)  -   (7,354)  (9,562)
Operational adjustments (6) -   (450)  (450)  -   83   (817)
Stock-based compensation (7) -   594   1,042   -   1,591   3,227 
Pro forma adjusted EBITDA$-  $14,168  $43,094  $(834) $(5,170) $51,258 
                  
Pro forma net salesn/a  $147,738  $122,954  $27,537  $34  $298,263 
Pro forma adjusted EBITDA marginn/a   9.6%  35.0%  (3.0%) NM   17.2%


 Three Months Ended November 30, 2022 
 Steel  Consumer  Building  Sustainable
Energy
       
 Processing  Products  Products  Solutions  Other  Consolidated 
Volume (tons/units) 925,434   16,583,326   2,367,770   155,687  n/a  n/a 
Net Sales$841,947  $153,795  $141,671  $38,128  n/a  $1,175,541 
                  
Operating income (loss)$(14,286) $12,995  $6,041  $1,001  $(12,765) $(7,014)
Incremental expenses related to Level5 earnout -   525   -   -   -   525 
Restructuring and other income, net (4,282)  -   -   -   -   (4,282)
Separation costs -   -   -   -   9,246   9,246 
Adjusted operating income (loss) (18,568)  13,520   6,041   1,001   (3,519)  (1,525)
Miscellaneous income (expense), net 850   (47)  76   142   384   1,405 
Equity in net income of unconsolidated affiliates 1,906   -   35,107   -   (156)  36,857 
Less: Net earnings attributable to noncontrolling interests (2) 1,437   -   -   -   -   1,437 
Adjusted EBIT$(17,249) $13,473  $41,224  $1,143  $(3,291) $35,300 
Depreciation and amortization 16,984   3,845   4,375   1,500   1,650   28,354 
Adjusted EBITDA$(265) $17,318  $45,599  $2,643  $(1,641) $63,654 
                  
Adjusted EBIT margin (2.0%)  8.8%  29.1%  3.0% NM   3.0%
Adjusted EBITDA margin 0.0%  11.3%  32.2%  6.9% NM   5.4%
                  
Pro forma information (giving effect to the Separation)                 
Adjusted EBITDA$(265) $17,318  $45,599  $2,643  $(1,641) $63,654 
Removal of Worthington Steel, Inc. 265   -   -   -   -   265 
Shared overhead reallocation (5) -   1,653   (2,600)  -   (7,148)  (8,095)
Operational adjustments (6) -   (500)  (500)  -   83   (917)
Stock-based compensation (7) -   507   902   -   1,410   2,819 
Pro forma adjusted EBITDA$-  $18,978  $43,401  $2,643  $(7,296) $57,726 
                  
Pro forma net salesn/a  $153,795  $141,671  $38,128  n/a  $333,594 
Pro forma adjusted EBITDA marginn/a   12.3%  30.6%  6.9% NM   17.3%


 Six Months Ended November 30, 2023 
 Steel  Consumer  Building  Sustainable
Energy
       
 Processing  Products  Products  Solutions  Other  Consolidated 
Volume (tons/units) 1,958,394   33,954,462   5,163,973   220,369  n/a  n/a 
Net Sales$1,669,993  $297,151  $256,822  $56,174  $34  $2,280,174 
                  
Operating income (loss)$77,587  $18,459  $13,789  $(8,177) $(29,885) $71,773 
Impairment of long-lived assets 1,401   -   -   -   -   1,401 
Restructuring and other expense, net -   -   -   -   6   6 
Separation costs -   -   -   -   27,987   27,987 
Adjusted operating income (loss) 78,988   18,459   13,789   (8,177)  (1,892)  101,167 
Miscellaneous income (expense), net 1,018   43   292   838   (160)  2,031 
Equity in net income of unconsolidated affiliates (1) 12,735   -   80,219   -   1,093   94,047 
Less: Net earnings attributable to noncontrolling interests (2) 7,979   -   -   -   -   7,979 
Adjusted EBIT (3)$84,762  $18,502  $94,300  $(7,339) $(959) $189,266 
Depreciation and amortization 31,822   7,894   9,937   3,572   3,107   56,332 
Adjusted EBITDA (3)$116,584  $26,396  $104,237  $(3,767) $2,148  $245,598 
                  
Adjusted EBIT margin 5.1%  6.2%  36.7%  (13.1%) NM   8.3%
Adjusted EBITDA margin 7.0%  8.9%  40.6%  (6.7%) NM   10.8%
                  
Pro forma information (giving effect to the Separation)                 
Adjusted EBITDA$116,584  $26,396  $104,237  $(3,767) $2,148  $245,598 
Removal of Worthington Steel, Inc. (116,584)  -   -   -   -   (116,584)
Shared overhead reallocation (5)    2,314   (4,531)  -   (14,707)  (16,924)
Operational adjustments (6) -   (900)  (900)  -   166   (1,634)
Stock-based compensation (7) -   1,188   2,084   -   3,182   6,454 
Pro forma adjusted EBITDA$-  $28,998  $100,890  $(3,767) $(9,211) $116,910 
                  
Pro forma net salesn/a  $297,151  $256,822  $56,174  $34  $610,181 
Pro forma adjusted EBITDA marginn/a   9.8%  39.3%  (6.7%) NM   19.2%


 For the Six Months Ended November 30, 2022 
 Steel  Consumer  Building  Sustainable
Energy
       
 Processing  Products  Products  Solutions  Other  Consolidated 
Volume (tons/units) 1,900,083   38,966,668   5,289,933   288,820  n/a  n/a 
Net Sales$1,880,827  $342,497  $291,994  $68,888  n/a  $2,584,206 
                  
Operating income (loss)$19,560  $33,438  $14,687  $(306) $(7,679) $59,700 
Incremental expenses related to Level5 earnout -   1,050   -   -   -   1,050 
Impairment of long-lived assets 312   -   -   -   -   312 
Restructuring and other income, net (4,205)  -   -   -   (1,177)  (5,382)
Separation costs -   -   -   -   9,246   9,246 
Adjusted operating income (loss)$15,667  $34,488  $14,687  $(306) $390  $64,926 
Miscellaneous income (expense), net (4) 1,035   (82)  299   56   (215)  1,093 
Equity in net income of unconsolidated affiliates (1) 3,676   -   78,973   -   1,679   84,328 
Less: Net earnings attributable to noncontrolling interests (2) 2,715   -   -   -   -   2,715 
Adjusted EBIT$17,663  $34,406  $93,959  $(250) $1,854  $147,632 
Depreciation and amortization 33,829   7,547   8,632   2,970   3,377   56,355 
Adjusted EBITDA$51,492  $41,953  $102,591  $2,720  $5,231  $203,987 
                  
Adjusted EBIT margin 0.9%  10.0%  32.2%  (0.4%) NM   5.7%
Adjusted EBITDA margin 2.7%  12.2%  35.1%  3.9% NM   7.9%
                  
Pro forma information (giving effect to the Separation)                 
Adjusted EBITDA$51,492  $41,953  $102,591  $2,720  $5,231  $203,987 
Removal of Worthington Steel, Inc. (51,492)  -   -   -   -   (51,492)
Shared overhead reallocation (5) -   3,714   (4,787)  -   (14,295)  (15,368)
Operational adjustments (6) -   (1,000)  (1,000)  -   166   (1,834)
Stock-based compensation (7) -   1,014   1,804   -   2,820   5,638 
Pro forma adjusted EBITDA$-  $45,681  $98,608  $2,720  $(6,078) $140,931 
                  
Pro forma net salesn/a  $342,497  $291,994  $68,888  n/a  $703,379 
Pro forma adjusted EBITDA marginn/a   13.3%  33.8%  3.9% NM   20.0%
                  

Non-GAAP Footnotes:

  1. Excludes the following items reflected in equity income in our consolidated statements of earnings:
    • For the three and six months ended November 30, 2023, our share of the gain realized by our engineered cabs joint venture, Taxi Workhorse, in connection with the sale of the joint venture’s operations in Brazil, which totaled $2,780 on a pre-tax basis. 
    • For the six months ended November 30, 2022, a pre-tax loss of $15,759 realized in connection with the August 3, 2022 sale of our then 50% noncontrolling equity investment in ArtiFlex Manufacturing, LLC.
  2. Excludes the noncontrolling interest portion of excluded items within Steel Processing, including $1,850 and $1,734 related to the restructuring gains in the three and six months ended November 30, 2022, respectively, and $519 related to the impairment charge in the six months ended November 30, 2023.
  3. Excludes a pre-tax loss of 1,534 realized in connection with the July 28, 2023, early redemption of the Company’s senior unsecured notes due April 2026 (the “2026 Notes”). The loss resulted primarily from unamortized issuance costs and discount included in the carrying amount of the 2026 Notes and the acceleration of the remaining unamortized loss in equity related to a treasury lock derivative instrument executed in connection with the issuance of the 2026 Notes.
  4. Excludes a pre-tax settlement charge of $4,774 within Other related to the pension lift-out transaction associated with The Gerstenslager Company Bargaining Unit Employees’ Pension Plan, as further described and defined in the Use of Non-GAAP Measures and Definitions schedules.

Pro Forma Footnotes:

  1. Reflects the excess of our estimated post-separation corporate expenses over the amounts historically absorbed by our segments, including the re-allocation of costs historically attributed to Steel Processing that will continue post-separation as well as incremental corporate expenses resulting from lost economies of scale. Pro forma amounts within Corporate & Other reflect certain general overhead expenses that will not be allocated to our segments post-separation but are included in our historical segment reporting.
  2. Includes the estimated incremental material cost associated with intercompany purchases from Steel Processing post-separation that will be subject to arms-length commercial pricing arrangements specified in the Steel Supply Agreement between us and Worthington Steel entered into in connection with the separation, net of anticipated costs to be recovered by us post-separation under the Transition Services Agreement between us and Worthington Steel entered into in connection with the Separation.
  3. For purposes of this pro forma presentation, adjusted EBITDA excludes stock-based compensation. Post-separation, management intends to change the profitability measure it uses to assess segment performance from adjusted EBIT to adjusted EBITDA. In connection with the change, management revised its definition of adjusted EBITDA to exclude non-cash stock-based compensation, in addition to the other excluded items as historically defined and measured by management. Refer to Use of Non-GAAP Measures and Definition for further information regarding this planned change in our segment profitability measure.

The following table outlines our equity income (loss) by unconsolidated affiliate for the periods presented:

  Three Months Ended  Six Months Ended 
  November 30,  November 30, 
  2023  2022  2023  2022 
WAVE $21,428  $18,982  $49,743  $42,775 
ClarkDietrich  13,748   16,125   30,476   36,198 
Serviacero Worthington  3,778   1,906   12,735   3,676 
ArtiFlex  -   -   -   (13,400)
Workhorse  3,492   (156)  3,873   (680)
Total equity income $42,446  $36,857  $96,827  $68,569 


WORTHINGTON ENTERPRISES, INC.
NON-GAAP MEASURES AND DEFINITIONS

NON-GAAP MEASURES. These materials include certain financial measures that are not calculated in accordance with U.S. generally accepted accounting principles, or GAAP. Management believes these non-GAAP measures provide useful supplemental information on the performance of the Company’s ongoing operations and should not be considered as an alternative to the comparable GAAP measure. Additionally, management believes these non-GAAP measures allow for meaningful comparisons and analysis of trends in the Company’s businesses and enables investors to evaluate operations and future prospects in the same manner as management.

The following provides an explanation of each non-GAAP measure presented in these materials:

Adjusted operating income is defined as operating income (loss) excluding the items listed below, to the extent naturally included in operating income (loss).

Adjusted net earnings attributable to controlling interest is defined as net earnings attributable to controlling interest excluding the after-tax effect of the excluded items outlined below.

Adjusted earnings per diluted share attributable to controlling interest is defined as adjusted net earnings attributable to controlling interest divided by diluted weighted-average shares outstanding.

Adjusted EBIT and adjusted EBITDA – Adjusted EBIT is defined as Adjusted Earnings Before Interest and Taxes. EBIT is calculated by adding or subtracting, as appropriate, interest expense, net and income tax expense to/from net earnings attributable to controlling interest, which is further adjusted to exclude impairment and restructuring charges (gains) as well as other items that management believes are not reflective of, and thus should not be included when evaluating the performance of its ongoing operations, as outlined below. Adjusted EBITDA is calculated by further adjusting adjusted EBIT to exclude depreciation and amortization. On a pro forma basis, adjusted EBITDA also excludes stock-based compensation due to its non-cash nature, which is consistent with how management will assess segment performance post-separation. In prior periods, adjusted EBITDA did not exclude stock-based compensation. However, management now believes that further excluding stock-based compensation from adjusted EBITDA is useful to better understand the financial performance of our business and to facilitate a better comparison of our results to those of our peer companies over multiple periods given that this item may vary between companies for reasons unrelated to overall operating performance.

Adjusted EBIT margin is calculated by dividing adjusted EBIT by net sales.

Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by net sales.

Pro forma adjusted EBITDA margin is calculated by dividing pro forma adjusted EBITDA by pro forma net sales.

Pro forma net sales is calculated by excluding the net sales of Steel Processing from consolidated net sales.

Exclusions from Non-GAAP Financial Measures

Management believes it is useful to exclude the following items from the non-GAAP measures presented in this report for its own and investors’ assessment of the business for the reasons identified below:

  • Impairment charges are excluded because they do not occur in the ordinary course of our ongoing business operations, are inherently unpredictable in timing and amount, and are non-cash, which we believe facilitates the comparison of historical, current and forecasted financial results.
  • Restructuring activities, which can result in both discrete gains and/or losses, consist of established programs that are not part of our ongoing operations, such as divestitures, closing or consolidating facilities, employee severance (including rationalizing headcount or other significant changes in personnel), and realignment of existing operations (including changes to management structure in response to underlying performance and/or changing market conditions). These items are excluded because they are not part of the ongoing operations of our underlying business.
  • Separation costs, which consist of direct and incremental costs incurred in connection with the completed separation of Worthington Steel, Inc. are excluded as they are one-time in nature and are not expected to occur in period following the separation. These costs include fees paid to third-party advisors, such as investment banking, audit and other advisory services as well as direct and incremental costs associated with the separation of shared corporate functions. Results in the current fiscal year also include incremental compensation expense associated with the modification of unvested short and long-term incentive compensation awards, as required under the employee matters agreement executed in conjunction with the separation.
  • Loss on early extinguishment of debt is excluded because it does not occur in the normal course of business and may obscure analysis of trends and financial performance. Additionally, the amount and frequency of this type of charge is not consistent and is significantly impacted by the timing and size of debt extinguishment transactions.
  • Pension settlement charges are excluded because due to their non-cash nature and the fact that they do not occur in the normal course of business and may obscure analysis of trends and financial performance. These transactions typically result from the transfer of a portion of the total projected benefit obligation to third-party insurance companies.

PRO FORMA FINANCIAL INFORMATION. These materials include certain financial data and operating metrics that are presented on a pro forma basis to illustrate the estimated effects of the separation of Worthington Steel from the historical combined company, which was consummated on December 1, 2023 and is further described in our Current Report on Form 8-K filed on December 5, 2023, and to give effect to divested operations historically presented within Other. Management believes these pro forma measures provide investors with useful supplemental financial information regarding the performance of the Company’s continuing operations after reflecting the separation. This pro forma financial information has been prepared based upon the best available information and management estimates and is subject to assumptions and adjustments described in the accompanying footnotes. They are not intended to be a complete presentation of the Company’s financial position or results of operations had the separation occurred as of and for the periods indicated. In addition, the pro forma financial information is being provided for informational purposes only, and is not necessarily indicative of the Company’s future results of operations or financial condition had the separation and related transactions been completed on the dates assumed. Management believes these assumptions and estimates are reasonable, given the information available on the filing date.

Sonya L. Higginbotham
Senior Vice President
Chief of Corporate Affairs, Communications and Sustainability
614.438.7391
sonya.higginbotham@wthg.com

Marcus A. Rogier
Treasurer and Investor Relations Officer
614.840.4663
marcus.rogier@wthg.com

200 Old Wilson Bridge Rd.
Columbus, Ohio 43085
WorthingtonEnterprises.com

EXHIBIT 99.2

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Worthington Enterprises Declares Quarterly Dividend

COLUMBUS, Ohio, Dec. 19, 2023 (GLOBE NEWSWIRE) -- The Worthington Enterprises, Inc. (NYSE: WOR) Board of Directors today declared a quarterly dividend of $0.16 per share. The dividend is payable on March 29, 2024, to shareholders of record on March 15, 2024. Worthington has paid a quarterly dividend since it became a public company in 1968.

Worthington Enterprises, a designer and manufacturer of market-leading brands that help enable people to live safer, healthier and more expressive lives, will hold its quarterly earnings conference call tomorrow at 9 a.m. ET. Company executives will discuss fiscal second quarter results, which will reflect the performance of the pre-separation consolidated Worthington Industries. Results will be released later today after the market closes.

A live audio webcast of the December 20 call will be available at IR.worthingtonenterprises.com. For those unable to listen live, a replay will be available in the Investors section of the Company’s website approximately two hours after the completion of the call and will be archived for one year.

LIVE CONFERENCE CALL SCHEDULE

Date: Wednesday, December 20, 2023
Starting Time: 9 a.m. ET
Conference ID:  1777337
Domestic Participants: 888-330-3567

About Worthington Enterprises
Worthington Enterprises (NYSE: WOR) is a designer and manufacturer of market-leading brands that help enable people to live safer, healthier and more expressive lives. The Company operates with three segments: Building Products, Consumer Products and Sustainable Energy Solutions. Worthington’s emphasis on innovation and transformation extends to building products including water systems, heating and cooling solutions, architectural and acoustical grid ceilings and metal framing and accessories, and consumer products in tools, outdoor living and celebrations categories sold under brand names Coleman®, Bernzomatic®, Balloon Time®, Level5 Tools®, Mag Torch®, Well-X-Trol®, General®, Garden-Weasel®, Pactool International® and Hawkeye™. The Company serves the growing global hydrogen ecosystem through on-board fueling systems and gas containment solutions.

Headquartered in Columbus, Ohio, Worthington Enterprises employs approximately 5,000 people throughout North America and Europe.

Founded in 1955 as Worthington Industries, Worthington Enterprises follows a people-first Philosophy with earning money for its shareholders as its first corporate goal. Worthington Enterprises achieves this outcome by empowering its employees to innovate, thrive and grow with leading brands in attractive markets that improve everyday life. The Company engages deeply with local communities where it has operations through volunteer efforts and The Worthington Companies Foundation, participates actively in workforce development programs and reports annually on its corporate citizenship and sustainability efforts. For more information, visit worthingtonenterprises.com.

Sonya L. Higginbotham
Senior Vice President
Chief of Corporate Affairs, Communications and Sustainability
614.438.7391
sonya.higginbotham@wthg.com 

Marcus A. Rogier
Treasurer and Investor Relations Officer
614.840.4663
marcus.rogier@wthg.com 

200 Old Wilson Bridge Rd.
Columbus, Ohio 43085
WorthingtonEnterprises.com 

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Dec. 19, 2023
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Entity File Number 1-8399
Entity Registrant Name WORTHINGTON ENTERPRISES, INC.
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Entity Address, Address Line One 200 Old Wilson Bridge Road
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Title of 12(b) Security Common Shares, without par value
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