# Worthington Enterprises, Inc.: Form 10-Q for the period ended Nov 30, 2023

- Company: [Worthington Enterprises, Inc.](/companies/wor.md) (CIK 108516)
- Form: 10-Q
- Filed: 2024-01-09
- Accepted by EDGAR: Jan 9, 2024, 15:21 ET
- Period: 2023-11-30
- Accession: 0000950170-24-003302
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/108516/000095017024003302/wor-20231130.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/108516/000095017024003302/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-11-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-09-01 to 2023-11-30 | $1.09bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2023-06-01 to 2023-11-30 | $2.28bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2023-09-01 to 2023-11-30 | $963.2m | us-gaap:CostOfRevenue |
| Cost of revenue | 6 months, 2023-06-01 to 2023-11-30 | $1.96bn | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2023-09-01 to 2023-11-30 | $123.7m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2023-06-01 to 2023-11-30 | $321.2m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2023-09-01 to 2023-11-30 | $107.7m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2023-06-01 to 2023-11-30 | $220.0m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2023-09-01 to 2023-11-30 | −$5.9m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2023-06-01 to 2023-11-30 | $71.8m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2023-09-01 to 2023-11-30 | $2.2m | us-gaap:InterestExpense |
| Interest expense | 6 months, 2023-06-01 to 2023-11-30 | $5.3m | us-gaap:InterestExpense |
| Income tax | 3 months, 2023-09-01 to 2023-11-30 | $7.2m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2023-06-01 to 2023-11-30 | $36.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-09-01 to 2023-11-30 | $24.3m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2023-06-01 to 2023-11-30 | $120.4m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-09-01 to 2023-11-30 | $0.49 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2023-06-01 to 2023-11-30 | $2.40 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-09-01 to 2023-11-30 | $0.49 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2023-06-01 to 2023-11-30 | $2.46 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-09-01 to 2023-11-30 | 50,042,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2023-06-01 to 2023-11-30 | 50,102,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2023-09-01 to 2023-11-30 | $135.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Operating cash flow | 6 months, 2023-06-01 to 2023-11-30 | $194.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2023-09-01 to 2023-11-30 | $32.9m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Capital expenditure | 6 months, 2023-06-01 to 2023-11-30 | $62.2m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2023-09-01 to 2023-11-30 | $17.3m | us-gaap:PaymentsOfDividendsCommonStock |
| Dividends paid | 6 months, 2023-06-01 to 2023-11-30 | $33.1m | us-gaap:PaymentsOfDividendsCommonStock |
| Cash and equivalents | at 2023-11-30 | $430.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2023-11-30 | $1.77bn | us-gaap:AssetsCurrent |
| Total assets | at 2023-11-30 | $3.58bn | us-gaap:Assets |
| Current liabilities | at 2023-11-30 | $945.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2023-11-30 | $1.66bn | us-gaap:Liabilities |
| Long-term debt | at 2023-11-30 | $298.5m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2023-11-30 | $150.3m | us-gaap:LongTermDebtCurrent |
| Short-term borrowings | at 2023-11-30 | $175.0m | us-gaap:ShortTermBorrowings |
| Shareholders' equity | at 2023-11-30 | $1.79bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 48,262 characters.

*Selected statements contained in this “Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations” constitute “forward-looking statements” as that term is used in the PSLRA. Such forward-looking statements are based, in whole or in part, on management’s beliefs, estimates, assumptions and currently available information. For a more detailed discussion of what constitutes a forward-looking statement and of some of the factors that could cause actual results to differ materially from such forward-looking statements, please refer to the “Safe Harbor Statement” in the beginning of this Form 10-Q and “Part I – Item 1A. – Risk Factors” of the 2023 Form 10-K.*

*Unless otherwise indicated, all Note references contained in this “Part I – Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” refer to the Condensed Notes to Consolidated Financial Statements included in “Part I – Item 1. – Financial Statements” of this Form 10-Q.*

### Introduction

The following discussion and analysis of market and industry trends, business developments, and the results of our operations and financial position, should be read in conjunction with our consolidated financial statements and notes thereto included in “Part I – Item 1. – Financial Statements” of this Form 10-Q. The 2023 Form 10-K includes additional information about our business, operations and consolidated financial position and should be read in conjunction with this Form 10-Q. This MD&A is designed to provide a reader with material information relevant to an assessment of our financial condition and results of operations and to allow investors to view the Company from the perspective of management. The results of operations contained in this MD&A include all of our operations, including our former Steel Processing business. Beginning in the third quarter of fiscal 2024, our 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. This MD&A is divided into six main sections:

- Separation of the Steel Processing Business;
- Recent Business Developments;
- Trends and Factors Impacting our Performance;
- Results of Operations;
- Liquidity and Capital Resources; and
- Critical Accounting Estimates

### Separation of the Steel Processing Business

On December 1, 2023, we completed the Separation and Worthington Steel, comprised of our former Steel Processing business, became an independent, publicly traded company. The Separation of Worthington Steel from Worthington Enterprises, which is comprised of the Building Products, Consumer Products and Sustainable Energy Solutions businesses, was achieved through Worthington Enterprises’ pro rata distribution of 100% of the outstanding common shares of Worthington Steel to holders of record of Worthington Enterprises common shares as of the close of business on the Record Date. Each holder of record of Worthington Enterprises common shares received one common share of Worthington Steel for every one common share of Worthington Enterprises held at the close of business on the Record Date. In connection with the Separation, Worthington Steel made a cash distribution of $150 million to Worthington Enterprises. Following the completion of the Separation, Worthington Industries, Inc. changed its name to Worthington Enterprises, Inc. Worthington Enterprises’ common shares continue trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “WOR.” On December 1, 2023, the common shares of Worthington Steel began trading on the NYSE under the ticker symbol “WS.”

### Recent Business Developments

- On June 29, 2023, we terminated the AR Facility that allowed us to borrow up to $175.0 million. No early termination or other similar fees or penalties were paid in connection with the termination. See “Note I – Debt and Receivables Securitization” for additional information.
- On July 28, 2023, we redeemed the 2026 Notes, which resulted in a non-cash loss of approximately $1.5 million related primarily to unamortized issuance costs and the remaining loss associated with an interest rate swap deferred in AOCI at redemption. See “Note I – Debt and Receivables Securitization” for additional information.
- On December 6, 2023, we used the $150.0 million cash distribution from Worthington Steel to pay off in full the 2024 Notes. The payoff amount consisted of $150.0 million in principal plus accrued interest of $0.5 million. See “Note S – Subsequent Events” for additional information.

### Trends and Factors Impacting our Performance

The industries in which we participate are fragmented and highly competitive. Given the broad base of products and services offered, specific competitors vary based on the target industry, product type, service type, size of program and geography. Competition is primarily on the basis of price, product quality and the ability to meet delivery requirements. Our products are priced competitively, primarily based on market factors, including, among other things, market pricing, the cost and availability of raw materials, transportation and shipping costs, and overall economic conditions in the U.S. and abroad.

### General Economic and Market Conditions

We sell our products and services to a diverse customer base and a broad range of end markets. The breakdown of net sales by end market for the second quarter of each of fiscal 2024 and fiscal 2023 is illustrated in the following chart:

The automotive industry is one of the largest consumers of flat-rolled steel, and thus the largest end market for our Steel Processing operating segment. During the second quarter of fiscal 2024, approximately 53% of Steel Processing’s net sales were to the automotive market. North American vehicle production, primarily by Ford, General Motors and Stellantis North America (the “Detroit Three automakers”), has a considerable impact on the activity within the Steel Processing operating segment, including its unconsolidated joint venture, Serviacero Worthington.

During the second quarter of fiscal 2024, approximately 13% of the net sales of our Steel Processing operating segment were to the construction market. The construction market is also the predominant end market for our unconsolidated joint ventures within the Building Products operating segment, WAVE and ClarkDietrich. While the market price of steel significantly impacts these businesses, there are other key indicators that are meaningful in analyzing construction market demand, including the U.S. gross domestic product (“U.S. GDP”), the Dodge Index of construction contracts and, in the case of ClarkDietrich, trends in the relative prices of framing lumber and steel.

During the second quarter of fiscal 2024, substantially all of the net sales of our Consumer Products, Building Products, and Sustainable Energy Solutions operating segments and approximately 34% of the net sales of our Steel Processing operating segment were to other markets such as agricultural, appliance, consumer products, heavy-truck, industrial products, including the industrial electric motor, generator, and transformer end markets, and lawn and garden. Given the many different products that make up these net sales and the wide variety of end markets, it is very difficult to detail the key market indicators that drive these portions of our business. However, we believe that the trend in U.S. GDP growth is a good economic indicator for analyzing the demand of these end markets.

U.S. GDP growth rate trends are generally indicative of the strength in demand and, in many cases, pricing for our products. A year-over-year increase in U.S. GDP growth rates is generally indicative of a stronger economy, which generally increases demand and pricing for our products. Conversely, declining U.S. GDP growth rates generally indicate a weaker economy, which generally decreases demand and pricing for our products. Changes in U.S. GDP growth rates can also signal changes in conversion costs related to production and in selling, general, and administrative expense (“SG&A”).

Inflation and government deficits and debt remain at high levels. While inflation has moderated recently, a period of sustained inflation could pressure our margins in future periods. In response to the concerns over inflation risk in the broader U.S. economy, the U.S. Federal Reserve increased its benchmark interest rate significantly during fiscal 2022 and fiscal 2023. Interest rates may remain high in fiscal 2024. Adverse economic conditions resulting from inflationary pressures, U.S. Federal Reserve actions, including continued high interest rates and/or increases in interest rates, geopolitical issues or otherwise are difficult to predict and may have a material adverse impact on our business, results of operations and financial condition. Please see Part I, Item 1A. “Risk Factors” on our 2023 Form 10-K for an additional discussion of risks and potential risks of inflation and adverse economic conditions on our business, financial condition and results of operations.

We use the following information to monitor our costs and demand in our major end markets:

|  | Three Months Ended November 30, 2023 | 2022 (1) | Inc/ (Dec) | Six Months Ended November 30, 2023 | 2022 (1) | Inc/ (Dec) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| U.S. GDP (% growth year-over-year) | 2.8% | 1.8% | 1.0% | 2.5% | 1.8% | 0.7% |
| Hot-Rolled Steel ($ per ton) (2) | $747 | $742 | $5 | $813 | $860 | $(47) |
| Detroit Three Auto Build (000's vehicles) (3) | 1,558 | 1,742 | (184) | 3,328 | 3,471 | (143) |
| No. America Auto Build (000's vehicles) (3) | 3,914 | 3,737 | 177 | 7,890 | 7,375 | 515 |
| Zinc ($ per pound) (4) | $1.14 | $1.36 | $(0.22) | $1.11 | $1.46 | $(0.35) |
| Natural Gas ($ per mcf) (5) | $2.96 | $6.77 | $(3.81) | $2.77 | $7.32 | $(4.55) |
| On-Highway Diesel Fuel Prices ($ per gallon) (6) | $4.44 | $5.15 | $(0.71) | $4.23 | $5.29 | $(1.06) |

(1) 2022 figures are based on revised actuals

(2) CRU Hot-Rolled Index: period average

(3) IHS Global (S&P)

(4) LME Zinc; period average

(5) NYMEX Henry Hub Natural Gas; period average

(6) Energy Information Administration; period average

Sales to one Steel Processing customer in the automotive industry represented 11.1% and 12.3% of consolidated net sales during the second quarter of fiscal 2024 and the second quarter of fiscal 2023, respectively. While our automotive business is largely driven by the production schedules of the Detroit Three automakers, our customer base is much broader and includes other domestic manufacturers and many of their suppliers. During the second quarter of fiscal 2024, vehicle production for the Detroit Three automakers was down 11% due to the United Auto Workers Strike while overall North American vehicle production was up 5%.

Sales for most of our products are generally strongest in our fiscal fourth quarter when our facilities operate at seasonal peaks. Historically, sales have been weaker in our fiscal third quarter, primarily due to reduced seasonal activity in the building and construction industry, as well as customer plant shutdowns due to holidays, particularly in the automotive industry. We do not believe backlog is a significant indicator of our business.

### Impact of Raw Material Prices

Our principal raw material is flat-rolled steel, which we purchase from multiple primary steel producers. When steel prices fall, we typically have higher-priced material flowing through cost of goods sold, while selling prices compress to what the market will bear, negatively impacting our results. On the other hand, in a rising price environment, our results are generally favorably impacted, as lower-priced material purchased in previous periods flows through cost of goods sold, while our selling prices increase at a faster pace to cover current replacement costs. Steel prices declined throughout most of fiscal 2023 before increasing significantly in the fourth quarter on production cuts at major steel mills and the replenishing of inventories in major end markets, then decreased again in the first and second quarters of fiscal 2024. The decline in steel prices in fiscal 2024 resulted in estimated inventory holding losses of $19.3 million during the six months ended November 30, 2023.

The following table presents the average quarterly market price per ton of hot-rolled steel during fiscal 2024 (first and second quarter), fiscal 2023 and fiscal 2022:

| (Dollars per ton) (1) | Fiscal Year 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| 1st Quarter | $879 | $978 | $1,762 |
| 2nd Quarter | $747 | $742 | $1,888 |
| 3rd Quarter | N/A | $720 | $1,421 |
| 4th Quarter | N/A | $1,116 | $1,280 |
| Annual Avg. | $813 | $889 | $1,588 |

(1) CRU Hot-Rolled Index, period average

No matter how efficient, our operations, which use steel as a raw material, create some amount of scrap. The expected price of scrap compared to the price of the steel raw material is factored into pricing. Generally, as the price of steel increases, the price of scrap increases by a similar amount. When increases in scrap prices do not keep pace with the increases in the price of the steel raw material, it can have a negative impact on our margins. We refer to this effect as the “scrap gap,” which has narrowed in recent years from historically high levels, including quarter-over-quarter declines in the current period.

Certain other commodities, such as zinc, natural gas and diesel fuel, represent a significant portion of our cost of goods sold, both directly through our plant operations and indirectly through transportation and freight expense.

### Results of Operations

### Second Quarter – Fiscal 2024 Compared to Fiscal 2023

The following discussion provides a review of results for the three months ended November 30, 2023 and November 30, 2022.

*(In millions, except per common share amounts)*

|  | Three Months Ended November 30, 2023 | 2022 | Increase/ (Decrease) |
| --- | ---: | ---: | ---: |
| Net sales | $1,086.9 | $1,175.5 | $(88.6) |
| Operating loss | (5.9) | (7.0) | 1.1 |
| Equity income | 42.4 | 36.9 | 5.5 |
| Net earnings attributable to controlling interest | 24.3 | 16.2 | 8.1 |
| Earnings per diluted common share attributable to controlling interest | $0.49 | $0.33 | $0.16 |

### Net Sales and Volume

The following table provides a breakdown of our consolidated net sales by operating segment, along with the respective percentage of the consolidated net sales of each, for the periods indicated.

*(In millions)*

|  | Three Months Ended November 30, 2023 | % of Net sales | 2022 | % of Net sales | Increase/ (Decrease) |
| --- | ---: | ---: | ---: | ---: | ---: |
| Steel Processing | $788.7 | 72.6% | $841.9 | 71.6% | $(53.2) |
| Consumer Products | 147.7 | 13.6% | 153.8 | 13.1% | (6.1) |
| Building Products | 123.0 | 11.3% | 141.7 | 12.1% | (18.7) |
| Sustainable Energy Solutions | 27.5 | 2.5% | 38.1 | 3.2% | (10.6) |
| **Consolidated Net Sales** | $1,086.9 | 100.0% | $1,175.5 | 100.0% | $(88.6) |

27

The following table provides volume by operating segment for the periods presented.

|  | Three Months Ended November 30, 2023 | 2022 | Increase/ (Decrease) |
| --- | ---: | ---: | ---: |
| Steel Processing (Tons) | 958,736 | 925,434 | 33,302 |
| Consumer Products (Units) | 16,885,517 | 16,583,326 | 302,191 |
| Building Products (Units) | 2,392,515 | 2,367,770 | 24,745 |
| Sustainable Energy Solutions (Units) | 114,063 | 155,687 | (41,624) |

- *Steel Processing –* Net sales totaled $788.7 million in the second quarter of fiscal 2024, down 6%, or $53.2 million, from the second quarter of fiscal 2023, as the impact of lower average selling prices more than offset the impact of higher direct volumes. The mix of direct versus toll tons processed was 56% to 44% in the second quarter of fiscal 2024, compared to 54% to 46% in the prior year quarter. Excluding the impact of the prior year divestiture of the WSP toll processing facility in Jackson, Michigan, both direct and toll volumes were up approximately 7%.
- *Consumer Products –* Net sales totaled $147.7 million in the second quarter of fiscal 2024, down 4%, or $6.1 million compared to the second quarter of fiscal 2023, on the combined impact of lower average selling prices and an unfavorable shift in product mix.
- *Building Products –* Net sales totaled $123.0 million in the second quarter of fiscal 2024, down 13%, or $18.7 million, from the second quarter of fiscal 2023, driven primarily by lower average selling prices and an unfavorable shift in product mix.
- *Sustainable Energy Solutions –* Net sales totaled $27.5 million in the second quarter of fiscal 2024, down 28%, or $10.6 million, compared to the prior year quarter on lower volumes and an unfavorable shift in product mix.

### Gross margin

*(In millions)*

|  | Three Months Ended November 30, 2023 | % of Net sales | 2022 | % of Net sales | Increase/ (Decrease) |
| --- | ---: | ---: | ---: | ---: | ---: |
| Gross Margin | $123.7 | 11.4% | $105.8 | 9.0% | $17.9 |

Gross margin increased $17.9 million over the comparable period in the prior year to $123.7 million, largely driven by lower estimated inventory holding losses in Steel Processing, down $18.3 million from the prior year quarter.

### Selling, general and administrative expense

*(In millions)*

|  | Three Months Ended November 30, 2023 | % of Net sales | 2022 | % of Net sales | Increase/ (Decrease) |
| --- | ---: | ---: | ---: | ---: | ---: |
| Selling, general and administrative expense | $107.7 | 9.9% | $107.8 | 9.2% | $(0.1) |

- SG&A expense of $107.7 million was relatively flat compared to the prior year quarter.

### Other operating items

*(In millions)*

|  | Three Months Ended November 30, 2023 | 2022 | Increase/ (Decrease) |
| --- | ---: | ---: | ---: |
| Restructuring and other income, net | - | 4.3 | (4.3) |
| Separation costs | 21.9 | 9.2 | 12.7 |

28

- The net gain within restructuring in the prior year quarter was driven primarily by the sale of the remaining facility of WSP, our former operating joint venture.
- Separation costs reflect direct and incremental costs incurred in connection with the Separation as discussed in “Note A – Basis of Presentation.”

### Interest expense, net

*(In millions)*

|  | Three Months Ended November 30, 2023 | 2022 | Increase/ (Decrease) |
| --- | ---: | ---: | ---: |
| Interest expense, net | $2.2 | $7.6 | $(5.4) |

- Interest expense, net of $2.2 million in the second quarter of fiscal 2024 was favorable to the second quarter of fiscal 2023 by $5.4 million due to higher interest income and, to a lesser extent, lower average long-term debt levels due to the July 28, 2023 redemption of our 2026 Notes. Refer to “Note I – Debt and Receivables Securitization” for additional information

### Equity income

*(In millions)*

|  | Three Months Ended November 30, 2023 | 2022 | Increase/ (Decrease) |
| --- | ---: | ---: | ---: |
| WAVE | $21.4 | $19.0 | $2.4 |
| ClarkDietrich | 13.7 | 16.1 | (2.4) |
| Serviacero Worthington | 3.8 | 1.9 | 1.9 |
| Workhorse | 3.5 | (0.2) | 3.7 |
| **Total Equity Income** | $42.4 | $36.8 | $5.6 |

- 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 Workhorse. 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 Taxes

*(In millions)*

|  | Three Months Ended November 30, 2023 | Effective Tax Rate | 2022 | Effective Tax Rate | Increase/ (Decrease) |
| --- | ---: | ---: | ---: | ---: | ---: |
| Income tax expense | $7.2 | 23.4% | $4.1 | 23.7% | $3.1 |

- Income tax expense was $7.2 million in the second quarter of fiscal 2024 compared to $4.1 million in the second quarter of fiscal 2023. The increase was driven by higher pre-tax earnings as our effective tax rate was relatively unchanged from the prior year quarter. For additional information regarding our income taxes, refer to “Note M – Income Taxes.”

### Adjusted EBIT

We evaluate operating performance on the basis of adjusted EBIT. EBIT, a non-GAAP financial measure, is calculated by adding interest expense and income tax expense to net earnings attributable to controlling interest. Adjusted EBIT excludes impairment and restructuring expense (income), but may also exclude other items, as described below, that management believes are not reflective of, and thus should not be included when evaluating the performance of our ongoing operations. Adjusted EBIT is a non-GAAP financial measure and is used by management to evaluate operating performance, engage in financial and operational planning and determine incentive compensation because we believe that this financial measure provides additional perspective on the performance of our ongoing operations. Additionally, management believes these non-GAAP financial measures provide useful information to investors because they allow for meaningful comparisons and analysis of trends in our businesses and enable investors to evaluate operations and future prospects in the same manner as management.

The following table provides a reconciliation of net earnings attributable to controlling interest (the most comparable GAAP financial measure) to adjusted EBIT for the periods presented:

*(In millions)*

|  | Three Months Ended November 30, 2023 | 2022 |
| --- | ---: | ---: |
| Net earnings attributable to controlling interest | $24.3 | $16.2 |
| Interest expense, net | 2.2 | 7.6 |
| Income tax expense | 7.2 | 4.1 |
| EBIT | 33.7 | 27.9 |
| Incremental expense related to Level5 earnout (1) | - | 0.5 |
| Restructuring and other income, net (2) | - | (2.3) |
| Separation costs (3) | 21.9 | 9.2 |
| Gain on sale of assets in equity income (4) | (2.8) | - |
| Adjusted EBIT | $52.8 | $35.3 |

(1) Reflects incremental compensation expense attributable to the Level5 earnout.

(2) Restructuring activities 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). The net gain recognized in the prior year quarter resulted primarily from the sale of WSP’s remaining manufacturing facility in Jackson, Michigan and excludes the impact of non-controlling interests.

(3) Reflects direct and incremental costs incurred in connection with the tax-free spin-off of our former Steel Processing business, including third-party advisory fees, certain employee-related costs and non-recurring costs associated with the separation of shared corporate functions.

(4) Reflects a $2.8 million gain associated with the divestiture of the Brazilian operations of Workhorse.

The following table provides a summary of adjusted EBIT by reportable segment for the periods presented.

*(In millions)*

|  | Three Months Ended November 30, 2023 | % of Adjusted EBIT | 2022 | % of Adjusted EBIT | Increase/ (Decrease) |
| --- | ---: | ---: | ---: | ---: | ---: |
| Steel Processing | $6.8 | 12.9% | $(17.2) | (48.7%) | $24.0 |
| Consumer Products | 9.5 | 18.0% | 13.5 | 38.2% | (4.0) |
| Building Products | 40.3 | 76.3% | 41.2 | 116.7% | (0.9) |
| Sustainable Energy Solutions | (2.6) | (5.0%) | 1.1 | 3.1% | (3.7) |
| Other | (1.2) | (2.2%) | (3.3) | (9.3%) | 2.1 |
| **Total Adjusted EBIT** | $52.8 | 100.0% | $35.3 | 100.0% | $17.5 |

- *Steel Processing –* Adjusted EBIT was $6.8 million in the second quarter of fiscal 2024, up $24.0 million over the prior year quarter on lower estimated inventory holding losses, down $18.3 million, and a $1.9 million increase in equity earnings at Serviacero.
- *Consumer Products –* Adjusted EBIT was $9.5 million in the second quarter of fiscal 2024, down $4.0 million compared to the second quarter of fiscal 2023, driven primarily by a $3.1 million reserve related to the voluntary recall of our Balloon Time® Mini helium tank and to a lesser extent unfavorable manufacturing expense.
- *Building Products –* Adjusted EBIT was $40.3 million in the second quarter of fiscal 2024, a decrease of $0.9 million compared to the second quarter of fiscal 2023, driven primarily by lower volume at our wholly-owned businesses. 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 –* Adjusted EBIT was unfavorable $3.7 million to the prior year quarter resulting in an overall loss of $2.6 million in the second quarter of fiscal 2024 on lower net sales.

### Six Months Year-to-Date – Fiscal 2024 compared to Fiscal 2023

The following discussion provides a review of results for the six months ended November 30, 2023 and November 30, 2022.

*(In millions, except per common share amounts)*

|  | Six Months Ended November 30, 2023 | 2022 | Increase/ (Decrease) |
| --- | ---: | ---: | ---: |
| Net sales | $2,280.2 | $2,584.2 | $(304.0) |
| Operating income | 71.8 | 59.7 | 12.1 |
| Equity income | 96.8 | 68.6 | 28.2 |
| Net earnings attributable to controlling interest | 120.4 | 80.3 | 40.1 |
| Earnings per diluted common share attributable to controlling interest | $2.40 | $1.63 | 0.77 |

### Net Sales and Volume

The following table provides a breakdown of our consolidated net sales by operating segment, along with the respective percentage of the consolidated net sales of each, for the periods indicated.

*(In millions)*

|  | Six Months Ended November 30, 2023 | % of Net sales | 2022 | % of Net sales | Increase/ (Decrease) |
| --- | ---: | ---: | ---: | ---: | ---: |
| Steel Processing | $1,670.0 | 73.2% | $1,880.8 | 72.8% | $(210.8) |
| Consumer Products | 297.2 | 13.0% | 342.5 | 13.3% | (45.3) |
| Building Products | 256.8 | 11.3% | 292.0 | 11.3% | (35.2) |
| Sustainable Energy Solutions | 56.2 | 2.5% | 68.9 | 2.6% | (12.7) |
| **Consolidated Net Sales** | $2,280.2 | 100.0% | $2,584.2 | 100.0% | $(304.0) |

The following table provides volume by reportable operating segment for the periods presented.

|  | Six Months Ended November 30, 2023 | 2023 | Increase/ (Decrease) |
| --- | ---: | ---: | ---: |
| Steel Processing (Tons) | 1,958,394 | 1,900,083 | 58,311 |
| Consumer Products (Units) | 33,954,462 | 38,966,668 | (5,012,206) |
| Building Products (Units) | 5,163,973 | 5,289,933 | (125,960) |
| Sustainable Energy Solutions (Units) | 220,369 | 288,820 | (68,451) |

- *Steel Processing –* Net sales totaled $1,670 in the current year period, down 11%, or $210.8 million from the prior year period, driven primarily by lower average selling prices. The mix of direct versus toll tons processed was unchanged at 56% to 44%.
- *Consumer Products –* Net sales totaled $297.2 million in the current year period, down 13%, or $45.3 million compared to the prior year period, almost entirely on lower volume driven largely by de-stocking at some of our retail customers that continued into the first quarter of fiscal 2024.
- *Building Products –* Net sales totaled $256.8 million in the current year period, down 12%, or $35.2 million, from the prior year period, driven by lower volume, and to a lesser extent, unfavorable product mix.
- *Sustainable Energy Solutions –* Net sales totaled $56.2 million in the current year period, down 18%, or $12.7 million, from the prior year period, on lower volumes and an unfavorable shift in product mix.

### Gross margin

*(In millions)*

|  | Six Months Ended November 30, 2023 | % of Net sales | 2022 | % of Net sales | Increase/ (Decrease) |
| --- | ---: | ---: | ---: | ---: | ---: |
| Gross Margin | $321.2 | 14.1% | $275.1 | 10.6% | $46.1 |

- Gross margin was $321.2 million for the six months ended November 30, 2023, an increase of $46.1 million compared to the prior year period, driven primarily by lower inventory holding losses at Steel Processing estimated to be $19.3 million compared to $54.6 million in the comparable period in the prior year.

### Selling, general and administrative expense

*(In millions)*

|  | Six Months Ended November 30, 2023 | % of Net sales | 2022 | % of Net sales | Increase/ (Decrease) |
| --- | ---: | ---: | ---: | ---: | ---: |
| Selling, general and administrative expense | $220.0 | 9.6% | $211.3 | 8.2% | $8.7 |

- SG&A increased $8.7 million over the prior year quarter primarily due to higher healthcare and other benefit-related costs, and, to a lesser extent, higher wages.

### Other operating items

*(In millions)*

|  | Six Months Ended November 30, 2023 | 2022 | Increase/ (Decrease) |
| --- | ---: | ---: | ---: |
| Impairment of long-lived assets | $1.4 | $0.3 | $1.1 |
| Restructuring and other income, net | - | 5.4 | (5.4) |
| Separation costs | 28.0 | 9.2 | 18.8 |

- Impairment of long-lived assets in both the current year and prior year periods was driven by changes in the estimated fair market value less cost to sell related to ongoing efforts to divest certain production equipment of our former toll processing facility in Cleveland, Ohio. Refer to “Note E – Impairment of Long-Lived assets” for additional information.
- Restructuring and other income, net in the prior year period was driven by gains realized from the sale of long-lived assets, including a pre-tax gain of $3.9 million realized from the sale of WSP’s manufacturing facility in Jackson, Michigan and a pre-tax gain of $1.2 million from the sale of real property in Tulsa, Oklahoma.
- Separation costs reflect direct and incremental costs incurred in connection with the Separation as discussed in “Note A – Basis of Presentation.”

### Miscellaneous income (expense), net

*(In millions)*

|  | Six Months Ended November 30, 2023 | 2022 | Increase/ (Decrease) |
| --- | ---: | ---: | ---: |
| Miscellaneous income (expense), net | $2.0 | $(3.7) | $5.7 |

32

- Miscellaneous expense in the prior year period was driven primarily by the annuitization of a portion of the total projected benefit obligation of the inactive Gerstenslager Company Bargaining Unit Employees’ Pension Plan, which resulted in a pre-tax, non-cash settlement charge of $4.8 million to accelerate a portion of deferred pension cost.

### Loss on extinguishment of debt

|  | Six Months Ended November 30, 2023 | 2022 | Increase/ (Decrease) |
| --- | ---: | ---: | ---: |
| Loss on extinguishment of debt | $1.5 | $- | $1.5 |

- Loss on extinguishment of debt of $1.5 million resulted from the July 28, 2023 early redemption of the 2026 Notes and consisted primarily of unamortized debt issuance costs and the remaining loss deferred in AOCI associated with an interest rate swap executed prior to the issuance of the 2026 Notes.

### Interest expense, net

*(In millions)*

|  | Six Months Ended November 30, 2023 | 2022 | Increase/ (Decrease) |
| --- | ---: | ---: | ---: |
| Interest expense, net | $5.3 | $16.2 | $(10.9) |

- Interest expense, net of $5.3 million in the current year period was favorable compared to the prior year period by $10.9 million, driven primarily by higher interest income and, to a lesser extent, lower average long-term debt levels due to the July 28, 2023 redemption of our 2026 Notes. Refer to “Note I – Debt and Receivables Securitization” for additional information.

### Equity Income

*(In millions)*

|  | Six Months Ended November 30, 2023 | 2022 | Increase/ (Decrease) |
| --- | ---: | ---: | ---: |
| WAVE | $49.7 | $42.8 | $6.9 |
| ClarkDietrich | 30.5 | 36.2 | (5.7) |
| Serviacero Worthington | 12.7 | 3.7 | 9.0 |
| ArtiFlex | - | (13.4) | 13.4 |
| Workhorse | 3.9 | (0.7) | 4.6 |
| **Total Equity Income** | $96.8 | $68.6 | $28.2 |

- Equity income increased $28.2 million over the prior year period, which included a $15.8 million loss from the sale of our interest in ArtiFlex, as higher contributions by both Serviacero and WAVE were partially offset by a decline at ClarkDietrich. Serviacero was the biggest driver of the overall increase with equity earnings up $9.0 million, primarily due to higher direct spreads.

### Income Taxes

*(In millions)*

|  | Six Months Ended November 30, 2023 | Effective Tax Rate | 2022 | Effective Tax Rate | Increase/ (Decrease) |
| --- | ---: | ---: | ---: | ---: | ---: |
| Income tax expense | $36.0 | 23.4% | $23.6 | 23.7% | $12.4 |

- Income tax expense was $36.0 million in the current year period compared to income tax expense of $23.6 million in the prior year period. The increase was driven by higher pre-tax earnings. For additional information regarding our income taxes, refer to “Note M – Income Taxes.”

### Adjusted EBIT

The following table provides a reconciliation of consolidated net earnings attributable to controlling interest to adjusted EBIT for the periods presented:

*(In millions)*

|  | Six Months Ended November 30, 2023 | 2022 |
| --- | ---: | ---: |
| Net earnings attributable to controlling interest | $120.4 | $80.3 |
| Interest expense, net | 5.3 | 16.2 |
| Income tax expense | 36.0 | 23.6 |
| EBIT | 161.7 | 120.1 |
| Incremental expense related to Level5 earnout (1) | - | 1.1 |
| Impairment of long-lived assets (2) | 0.9 | 0.2 |
| Restructuring and other income, net (3) | - | (3.6) |
| Separation costs (4) | 28.0 | 9.2 |
| Loss on extinguisment of debt (5) | 1.5 | - |
| Pension settlement charge (6) | - | 4.8 |
| Gain on sale of assets in equity income (7) | (2.8) | - |
| Loss on sale of investment in ArtiFlex (8) | - | 15.8 |
| Adjusted EBIT | $189.3 | $147.6 |

(1) Reflects incremental compensation expense attributable to the Level5 earnout.

(2) 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, so their exclusion facilitates the comparison of historical, current and forecasted financial results. Non-cash impairment charges in both periods were driven by changes in the estimated fair market value less cost to sell related to ongoing efforts to divest certain production equipment of Samuel’s former toll processing facility in Cleveland, Ohio, and exclude the impact of the noncontrolling interest.

(3) Restructuring activities 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). The net gain recognized in the prior year quarter resulted primarily from the sale of WSP’s remaining manufacturing facility, located in Jackson, Michigan.

(4) Reflects direct and incremental costs incurred in connection with the tax-free spin-off of our former Steel Processing business, including third-party advisory fees, certain employee-related costs and non-recurring costs associated with the separation of shared corporate functions.

(5) Reflects a $1.5 million loss realized in connection with the July 28, 2023 early redemption of the 2026 Notes.

(6) Reflects a non-cash settlement charge to accelerate a portion of the overall deferred pension cost associated with The Gerstenslager Company Bargaining Unit Employees' Pension Plan as a result of a pension lift-out transaction completed in August 2022 to transfer a portion of the total projected benefit obligation to a third-party insurance company.

(7) Reflects a $2.8 million gain associated with the divestiture of the Brazilian operations of Workhorse.

(8) Reflects the loss realized in connection with the August 3, 2022 sale of our 50% noncontrolling equity investment in ArtiFlex.

The following table provides a summary of adjusted EBIT by reportable segment for the periods presented.

*(In millions)*

|  | Six Months Ended November 30, 2023 | % of Adjusted EBIT | 2022 | % of Adjusted EBIT | Increase/ (Decrease) |
| --- | ---: | ---: | ---: | ---: | ---: |
| Steel Processing | $84.8 | 44.8% | $17.7 | 12.0% | $67.1 |
| Consumer Products | 18.5 | 9.8% | 34.4 | 23.3% | (15.9) |
| Building Products | 94.3 | 49.8% | 94.0 | 63.7% | 0.3 |
| Sustainable Energy Solutions | (7.3) | (3.9%) | (0.3) | (0.2%) | (7.0) |
| Other | (1.0) | (0.5%) | 1.8 | 1.2% | (2.8) |
| **Total Adjusted EBIT** | 189.3 | 100.0% | 147.6 | 100.0% | $41.7 |

- *Steel Processing –* Adjusted EBIT was $84.8 million in the current year period, an increase of $67.1 million compared to the prior year period, due primarily to favorable direct spreads, including $35.3 million associated with the year-over-year favorable swing in estimated inventory holding losses, and, to a lesser extent, higher equity earnings at Serviacero, up $9.0 million.
- *Consumer Products –* Adjusted EBIT was $18.5 million in the current year period, down $15.9 million compared to the prior year period, driven primarily by lower volumes and higher manufacturing expenses, partially offset by a favorable pricing spread as price increases implemented in fiscal 2023 held steady through November 30, 2023.
- *Building Products –* Adjusted EBIT was $94.3 million in the current year period, an increase of $0.3 million compared to the prior year period, on a $1.2 million increase in equity income, partially offset by the impact of lower volume.
- *Sustainable Energy Solutions –* Adjusted EBIT was a loss of $7.3 million for the current year period, a decline of $7.0 million compared to the prior year period, due to lower volumes and higher manufacturing expenses.

### Liquidity and Capital Resources

During the six months ended November 30, 2023, we generated $135.0 million of cash from operating activities and invested $32.9 million in property, plant and equipment and $15.0 million in a note receivable. We also received cash proceeds of $175.0 million in the form of short-term borrowings tied to the Worthington Steel Credit Facility, which was used to fund a $150.0 million cash distribution to Worthington Enterprises on December 1, 2023 in connection with the Separation. Additionally, we repaid $243.8 million to redeem the 2026 Notes and paid dividends of $17.3 million.

*(In millions)*

|  | Six Months Ended November 30, 2023 | 2022 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $194.7 | $214.0 |
| Net cash used by investing activities | (97.8) | (30.7) |
| Net cash provided (used) by financing activities | (120.9) | (88.2) |
| Increase (decrease) in cash and cash equivalents | (24.0) | 95.1 |
| Cash and cash equivalents at beginning of period | 454.9 | 34.5 |
| **Cash and cash equivalents at end of period** | $430.9 | $129.6 |

We believe that the available borrowing capacity of the Credit Facility is sufficient to meet the needs of our existing businesses for normal operating costs, mandatory capital expenditures, debt redemptions, dividend payments and working capital, to the extent not funded by cash provided by operating activities, for at least 12 months and for the foreseeable future thereafter. Our resources include cash and cash equivalents and unused committed lines of credit. There were no borrowings outstanding under the Credit Facility at November 30, 2023, leaving up to $500.0 million available for use.

Although we do not currently anticipate a need, we believe that we could access the financial markets to be in a position to sell long-term debt or equity securities. However, the continuation of soft economic conditions and an uncertain interest rate environment could create volatility in the financial markets, which may impact our ability to access capital and the terms under which we can do so.

We routinely monitor current operational requirements, financial market conditions, and credit relationships and we may choose to seek additional capital by issuing new debt and/or equity securities to strengthen our liquidity or capital structure. Should we seek additional capital, there can be no assurance that we would be able to obtain such additional capital on terms acceptable to us, if at all, and such additional equity or debt financing could dilute the interests of our existing shareholders and/or increase our interest costs. We may also from time to time seek to retire or repurchase our outstanding debt through cash purchases, in open-market purchases, privately-negotiated transactions or otherwise. Such repurchases, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved in any such transaction may or may not be material. To facilitate our post-separation capital structure, on July 28, 2023, we redeemed in full our 2026 Notes for $243.8 million. Subsequent to quarter-end, we finalized our post-separation capital structure by redeeming an additional $150.0 million of long-term debt, as further discussed in “Note S – Subsequent Events.”

### Operating Activities

Our business is cyclical and cash flows from operating activities may fluctuate during the year and from year to year due to economic and industry conditions. We rely on cash and short-term borrowings to meet cyclical increases in working capital needs. These needs generally rise during periods of increased economic activity or increasing raw material prices, requiring higher levels of inventory and accounts receivable. During economic slowdowns, or periods of decreasing raw material costs, working capital needs generally decrease as a result of the reduction of inventories and accounts receivable.

Net cash provided by operating activities was $194.7 million during the six months ended November 30, 2023, down $19.3 million from the comparable period in the prior year. The change was due primarily to a $36.8 million change in net operating working capital (accounts receivable, inventories, and accounts payable) requirements over the comparable prior year period, mainly driven by fluctuations in steel prices and lagging price indices.

### Investing Activities

Net cash used by investing activities was $97.8 million during the six months ended November 30, 2023, compared to $30.7 million during the prior year period. Net cash used by investing activities in the current year period resulted primarily from capital expenditures of $62.2 million, a $15.0 million investment in a note receivable, and the November 15, 2023 purchase of the Voestalpine business for cash consideration of $21.0 million, net of cash acquired. Net cash used by investing activities in the prior year period resulted primarily from the purchase of the Level5 business on June 2, 2022, for $56.1 million, net of cash acquired, and capital expenditures of $46.0 million, partially offset by combined cash proceeds of $71.6 million from the sale of our equity investment in ArtiFlex, and the sale of the remaining facility of our former operating joint venture, WSP.

Investment activities are largely discretionary, and future investment activities could be reduced significantly, or eliminated, as economic conditions warrant. We assess acquisition opportunities as they arise, and such opportunities may require additional financing. There can be no assurance, however, that any such opportunities will arise, that any such acquisition opportunities will be consummated, or that any needed additional financing will be available on satisfactory terms if required.

### Financing Activities

Net cash used by financing activities was $120.9 million during the six months ended November 30, 2023 compared to $88.2 million in the prior year period. The change was primarily due to $172.2 million of net proceeds of short-term borrowings and the repayment of $243.8 million of long-term debt associated with the redemption of the 2026 Notes in July 2023 and net repayments of $43.1 million of short-term borrowings in the six months ended November 30, 2022.

*Common shares –* 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.

On March 20, 2019, the Board authorized the repurchase of up to 6.6 million common shares.

On March 24, 2021, the Board authorized the repurchase of up to an additional 5.6 million common shares, increasing the total number of common shares then authorized for repurchase to 10.0 million. As of November 30, 2023, 6.1 million common shares remained available for repurchase under these two authorizations.

The common shares may be repurchased under these authorizations from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flows from operations, general economic conditions and other relevant considerations. Repurchases may be made on the open market or through privately negotiated transactions.

*Long-term debt and short-term borrowings –* As of November 30, 2023, we were in compliance with the financial covenants of our short-term and long-term debt agreements. Our debt agreements do not include credit rating triggers or material adverse change provisions. There were no borrowings under our Credit Facility at November 30, 2023, leaving the full borrowing capacity of $500.0 million available for use.

### Dividend Policy

We currently have no material contractual or regulatory restrictions on the payment of dividends. Dividends are declared at the discretion of the Board. The Board reviews the dividend quarterly and establishes the dividend rate based upon our consolidated financial condition, results of operations, capital requirements, current and projected cash flows, business prospects, and other relevant factors. While we have paid a dividend every quarter since becoming a public company in 1968, there is no guarantee that payments of dividends will continue in the future.

### Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We continually evaluate our estimates, including those related to our valuation of receivables, inventories, intangible assets, accrued liabilities, income and other tax accruals, contingencies and litigation, and business combinations. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. These results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Critical accounting policies are defined as those that reflect our significant judgments and uncertainties that could potentially result in materially different results under different assumptions and conditions. Although actual results historically have not deviated significantly from those determined using our estimates, our consolidated financial position or results of operations could be materially different if we were to report under different conditions or to use different assumptions in the application of such policies. Our critical accounting policies have not significantly changed from those discussed in “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates” of the 2023 Form 10-K.

## Market risk

As filed, 169 characters.

Market risks have not materially changed from those disclosed in “Part II – Item 7A. – Quantitative and Qualitative Disclosures About Market Risk” of the 2023 Form 10-K.

## Controls and procedures

As filed, 1,805 characters.

### Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that Worthington Enterprises files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including Worthington Enterprises’ principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management, under the supervision of and with the participation of Worthington Enterprises’ principal executive officer and principal financial officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-Q (the quarterly period ended November 30, 2023). Based on that evaluation, Worthington Enterprises’ principal executive officer and principal financial officer have concluded that such disclosure controls and procedures were effective at a reasonable assurance level as of the end of the quarterly period covered by this Form 10-Q.

### Changes in Internal Control Over Financial Reporting

There were no changes that occurred during the period covered by this Form 10-Q (the quarterly period ended November 30, 2023) in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 1,197 characters.

There are certain risks and uncertainties in our business that could cause our actual results to differ materially from those anticipated. In “PART I – Item 1A. – Risk Factors” of the 2023 Form 10-K, as filed with the SEC on July 31, 2023, and available at www.sec.gov or at www.worthingtonenterprises.com, we included a detailed discussion of our risk factors. Our risk factors have not changed significantly from those disclosed in the 2023 Form 10-K. These risk factors should be read carefully in connection with evaluating our business and investments in the common shares and in connection with the forward-looking statements and other information contained in this Form 10-Q. Any of the risks described in the 2023 Form 10-K could materially affect our business, consolidated financial condition or future results and the actual outcome of matters as to which forward-looking statements are made. The risk factors described in the 2023 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially adversely affect our business, consolidated financial condition and/or future results.

Filed Jan 9, 2024.
Source: SEC EDGAR, the filing index for accession 0000950170-24-003302. Last ingested by Listed: Nov 2, 2026, 11:47 ET. No prices; not investment advice.