Worthington Enterprises, Inc 10-Q for FY2025 Q1
Worthington Enterprises, Inc. (WOR)
About this 10-Q
Worthington Enterprises, Inc filed this 10-Q on October 7, 2024, covering the quarter ended August 31, 2024 (FY2025 Q1).
Headline figures
Quarter ended August 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $257.31M
- down 17.5% from $311.92M a year earlier
- Net income
- $24.25M
- down 74.8% from net income of $96.11M a year earlier
- Diluted EPS
- $0.48
- down 75.1% from $1.93 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from ___________ to ___________
Commission File Number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Zip Code) |
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(Registrant’s telephone number, including area code) |
Not Applicable |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
APPLICABLE ONLY TO CORPORATE ISSUERS:
On September 30, 2024, the number of common shares, without par value, of the registrant issued and outstanding was
TABLE OF CONTENTS
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1 |
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Item 1. |
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Consolidated Balance Sheets – August 31, 2024 and May 31, 2024 |
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3 |
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Consolidated Statements of Earnings – Three months ended August 31, 2024 and 2023 |
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4 |
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Consolidated Statements of Comprehensive Income – Three months ended August 31, 2024 and 2023 |
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5 |
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Consolidated Statements of Cash Flows – Three months ended August 31, 2024 and 2023 |
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6 |
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7 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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29 |
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Item 4. |
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29 |
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Item 1. |
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30 |
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Item 1A. |
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Item 2. |
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30 |
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Item 3. |
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31 |
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Item 4. |
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31 |
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Item 5. |
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31 |
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Item 6. |
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32 |
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i
COMMONLY USED OR DEFINED TERMS
References in this Form 10-Q to “we,” “our,” “us” or the “Company” are collectively to Worthington Enterprises and its consolidated subsidiaries. In addition, the following terms, when used in this Form 10-Q, have the meanings set forth below:
Term |
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Definition |
ABI |
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Architecture Billings Index |
AOCI |
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Accumulated other comprehensive income (loss) |
Board |
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Board of Directors of Worthington Enterprises, Inc. |
CARES Act |
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Coronavirus Aid, Relief and Economic Security Act |
ClarkDietrich |
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Clarkwestern Dietrich Building Systems LLC |
CODM |
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Chief Operating Decision Maker |
common shares |
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The common shares, no par value, of Worthington Enterprises |
COVID-19 |
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The novel coronavirus disease first known to originate in December 2019 |
Credit Facility |
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Our $500,000,000 unsecured revolving credit facility with a group of lenders |
EPS |
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Earnings per common share |
equity income |
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Equity in net income of unconsolidated affiliates |
Exchange Act |
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Securities Exchange Act of 1934, as amended |
Form 10-Q |
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Our Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2024 |
fiscal 2024 |
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Our fiscal year ended May 31, 2024 |
fiscal 2025 |
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Our fiscal year ended May 31, 2025 |
first quarter of fiscal 2024 |
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Our fiscal quarter ended August 31, 2023 |
first quarter of fiscal 2025 |
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Our fiscal quarter ended August 31, 2024 |
GAAP |
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U.S. generally accepted accounting principles |
GDP |
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Gross domestic product |
Halo |
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WH Products, LLC |
HMI |
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The National Association of Home Builders/Wells Fargo Housing Market Index |
MD&A |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
New Senior Notes |
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Collectively, the senior unsecured note issued by Worthington Enterprises on August 23, 2019, in the principal amount of €36,700,000 that bears interest at a rate of 2.06% and is scheduled to be repaid on August 23, 2031, and the senior unsecured notes issued by Worthington Enterprises on August 23, 2019, in the principal amount of €55,000,000 that bear interest at a rate of 2.40% and are scheduled to be repaid on August 23, 2034. |
OCI |
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Other comprehensive income (loss) |
PSLRA |
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Private Securities Litigation Reform Act of 1995, as amended |
Ragasco |
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Hexagon Ragasco AS |
SEC |
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Securities and Exchange Commission |
Separation |
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The separation of our former steel processing business, effective December 1, 2023 |
SG&A |
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Selling, general and administrative expenses |
SOFR |
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Secured Overnight Financing Rate |
U.S. |
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United States of America |
WAVE |
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Worthington Armstrong Venture |
Workhorse |
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Taxi Workhorse Holdings, LLC |
Worthington Enterprises |
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Worthington Enterprises, Inc. (formerly known as Worthington Industries, Inc.) |
Worthington Steel |
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Worthington Steel, Inc. |
2024 Form 10-K |
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Our Annual Report on Form 10-K for fiscal 2024 as filed with the SEC on July 30, 2024 |
2024 Notes |
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The senior unsecured notes that we issued on August 10, 2012, in the principal amount of $150,000,000, which bore interest at a rate of 4.60%, were set to mature on August 10, 2024, and were paid in full on December 6, 2023. |
2026 Notes |
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The senior unsecured notes that we issued on April 15, 2014, in the principal amount of $250,000,000, which bore interest at a rate of 4.55%, were scheduled to mature on April 15, 2026, and were paid in full on July 28, 2023. |
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Selected statements contained in this Form 10-Q, including, without limitation, in MD&A and in “Note E – Contingent Liabilities and Commitments,” constitute “forward-looking statements,” as that term is used in the PSLRA. We wish to take advantage of the safe harbor provisions included in the PSLRA. Forward-looking statements reflect our 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 other similar words or phrases. These forward-looking statements include, without limitation, statements relating to:
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:
iii
We note these risk factors for investors as contemplated by the PSLRA. Forward-looking statements should be construed in the light of such risks. 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. We do not undertake, and hereby disclaim, 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.
iv
USE OF NON-GAAP FINANCIAL MEASURES AND DEFINITIONS
(In thousands, except per common share amounts)
NON-GAAP FINANCIAL MEASURES. This Form 10-Q includes certain financial measures that are not calculated and presented in accordance with GAAP. Non-GAAP financial measures typically exclude items that management believes are not reflective of, and thus should not be included when evaluating the performance of our ongoing operations. Management uses the non-GAAP financial measures to evaluate our performance, engage in financial and operational planning, and determine incentive compensation. Management believes these non-GAAP financial measures provide useful supplemental information and additional perspective on the performance of our ongoing operations and should not be considered as an alternative to the comparable GAAP financial measure. Additionally, management believes these non-GAAP financial measures allow for meaningful comparisons and analysis of trends in our business and enables investors to evaluate our operations and future prospects in the same manner as management.
The following provides an explanation of each non-GAAP measure presented in this Form 10-Q:
Adjusted operating income (loss) is defined as operating income (loss) excluding the items listed below, to the extent naturally included in operating income (loss).
Adjusted earnings per diluted share from continuing operations is defined as adjusted net earnings from continuing operations divided by diluted weighted-average shares outstanding.
EBITDA from continuing operations is defined as earnings before interest, taxes, depreciation, and amortization. Adjusted EBITDA from continuing operations 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 from continuing operations also excludes stock-based compensation due to its non-cash nature, which is consistent with how management assesses operating performance. At the segment level, adjusted EBITDA from continuing operations includes expense allocations for centralized corporate back-office functions that exist to support the day-to-day business operations. Public company and other governance costs are held at the corporate level.
Adjusted EBITDA from continuing operations margin is calculated by dividing adjusted EBITDA from continuing operations by net sales.
EXCLUSIONS FROM NON-GAAP FINANCIAL MEASURES
Management believes it is useful to exclude the following items from its non-GAAP measures for its own and investors’ assessment of the business for the reasons identified below:
1
A reconciliation of the following non-GAAP financial measures from their most comparable GAAP financial measure for the three months ended August 31, 2024 and August 31, 2023 is presented below.
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Three Months Ended August 31, 2024 |
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Net Earnings |
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Diluted |
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Earnings |
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Income |
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from |
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EPS - |
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Operating |
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Before |
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Tax |
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Continuing |
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Continuing |
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Loss |
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Income |
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Expense |
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Operations (1) |
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Operations |
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GAAP |
$ |
(4,699 |
) |
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$ |
30,790 |
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$ |
6,782 |
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$ |
24,253 |
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0.48 |
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Restructuring and other expense, net |
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1,158 |
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1,158 |
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(290 |
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868 |
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0.02 |
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Non-GAAP |
$ |
(3,541 |
) |
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$ |
31,948 |
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$ |
7,072 |
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$ |
25,121 |
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$ |
0.50 |
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Three Months Ended August 31, 2023 |
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Net Earnings |
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Diluted |
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Earnings |
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Income |
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from |
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EPS - |
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Operating |
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Before |
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Tax |
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Continuing |
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Continuing |
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Loss |
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Income |
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Expense |
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Operations (1) |
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Operations |
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GAAP |
$ |
(7,324 |
) |
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$ |
35,791 |
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$ |
8,960 |
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$ |
26,831 |
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$ |
0.54 |
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Corporate costs eliminated at Separation |
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9,672 |
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9,672 |
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(2,271 |
) |
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7,401 |
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0.15 |
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Separation costs |
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2,410 |
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2,410 |
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(566 |
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1,844 |
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0.04 |
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Loss on extinguishment of debt |
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- |
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1,534 |
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(360 |
) |
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1,174 |
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0.02 |
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Non-GAAP |
$ |
4,758 |
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$ |
49,407 |
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$ |
12,157 |
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$ |
37,250 |
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$ |
0.75 |
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——————————————————
The following table presents a reconciliation from the GAAP financial measure of earnings before income taxes to the non-GAAP financial measure of adjusted EBITDA from continuing operations for the periods presented.
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Three Months Ended |
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August 31, |
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2024 |
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2023 |
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Earnings before income taxes (GAAP) |
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$ |
30,790 |
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$ |
35,791 |
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Less: net loss attributable to noncontrolling interest |
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(245 |
) |
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- |
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Net earnings before income taxes attributable to controlling interest |
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31,035 |
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35,791 |
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Interest expense, net |
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489 |
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1,074 |
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EBIT (2) |
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31,524 |
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36,865 |
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Corporate costs eliminated at Separation |
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- |
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9,672 |
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Restructuring and other expense, net |
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1,158 |
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- |
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Separation costs |
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- |
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2,410 |
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Loss on extinguishment of debt |
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- |
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1,534 |
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Adjusted EBIT (2) |
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32,682 |
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50,481 |
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Depreciation and amortization |
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11,830 |
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12,075 |
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Stock-based compensation |
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3,925 |
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3,359 |
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Adjusted EBITDA from continuing operations (non-GAAP) |
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$ |
48,437 |
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$ |
65,915 |
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Earnings before income taxes margin (GAAP) |
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12.0 |
% |
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11.5 |
% |
Adjusted EBITDA margin from continuing operations (non-GAAP) |
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18.8 |
% |
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21.1 |
% |
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2
PART I. FINANCIAL INFORMATION
Item 1. – Financial Statements
WORTHINGTON ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
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(Unaudited) |
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August 31, |
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May 31, |
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2024 |
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2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Receivables, less allowances of $ |
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Inventories: |
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Raw materials |
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Work in process |
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Finished products |
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Total inventories |
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Income taxes receivable |
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Prepaid expenses and other current assets |
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Total current assets |
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Investments in unconsolidated affiliates |
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Operating lease assets |
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Goodwill |
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Other intangible assets, net of accumulated amortization of $ |
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Other assets |
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Property, plant and equipment: |
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Land |
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Buildings and improvements |
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Machinery and equipment |
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Construction in progress |
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Total property, plant and equipment |
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Less: accumulated depreciation |
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Total property, plant and equipment, net |
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Total assets |
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$ |
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$ |
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Liabilities and equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued compensation, contributions to employee benefit plans and related taxes |
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Dividends payable |
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Other accrued items |
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Current operating lease liabilities |
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Income taxes payable |
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Total current liabilities |
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Other liabilities |
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Distributions in excess of investment in unconsolidated affiliate |
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Long-term debt |
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Noncurrent operating lease liabilities |
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Deferred income taxes, net |
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Total liabilities |
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Shareholders’ equity - controlling interest |
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Noncontrolling interests |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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See condensed notes to consolidated financial statements.
3
WORTHINGTON ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per common share amounts)
(Unaudited)
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Three Months Ended |
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August 31, |
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2024 |
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2023 |
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Net sales |
$ |
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$ |
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Cost of goods sold |
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Gross profit |
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Selling, general and administrative expense |
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Restructuring and other expense, net |
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- |
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Separation costs |
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- |
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Operating loss |
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( |
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( |
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Other income (expense): |
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Miscellaneous income, net |
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Loss on extinguishment of debt |
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- |
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( |
) |
Interest expense, net |
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( |
) |
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( |
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Equity in net income of unconsolidated affiliates |
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Earnings before income taxes |
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Income tax expense |
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Net earnings from continuing operations |
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Net earnings from discontinued operations |
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- |
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Net earnings |
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Net earnings (loss) attributable to noncontrolling interests |
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( |
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Net earnings attributable to controlling interest |
$ |
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$ |
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Amounts attributable to controlling interest: |
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Net earnings from continuing operations |
$ |
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$ |
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Net earnings from discontinued operations |
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- |
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Net earnings attributable to controlling interest |
$ |
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$ |
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Earnings per share from continuing operations - basic |
$ |
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$ |
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Earnings per share from discontinued operations - basic |
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- |
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Net earnings per share attributable to controlling interest - basic |
$ |
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$ |
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Earnings per share from continuing operations - diluted |
$ |
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$ |
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Earnings per share from discontinued operations - diluted |
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- |
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Net earnings per share attributable to controlling interest - diluted |
$ |
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$ |
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Weighted average common shares outstanding - basic |
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Weighted average common shares outstanding - diluted |
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Cash dividends declared per common share |
$ |
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$ |
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See condensed notes to consolidated financial statements.
4
WORTHINGTON ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
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Three Months Ended |
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August 31, |
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2024 |
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2023 |
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Net earnings |
$ |
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$ |
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Other comprehensive income (loss), net of tax |
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|
||
Foreign currency translation |
|
|
|
|
|
||
Pension liability adjustment |
|
( |
) |
|
|
( |
) |
Cash flow hedges |
|
( |
) |
|
|
( |
) |
Other comprehensive income (loss), net of tax |
|
|
|
|
( |
) |
|
Comprehensive income |
|
|
|
|
|
||
Comprehensive income (loss) attributable to noncontrolling interests |
|
( |
) |
|
|
|
|
Comprehensive income attributable to controlling interest |
$ |
|
|
$ |
|
||
See condensed notes to consolidated financial statements.
5
WORTHINGTON ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
Three Months Ended |
|
|||||
|
August 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
Operating activities: |
|
|
|
|
|
||
Net earnings |
$ |
|
|
$ |
|
||
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
||
Impairment of long-lived assets |
|
- |
|
|
|
|
|
Benefit from deferred income taxes |
|
( |
) |
|
|
( |
) |
Loss on extinguishment of debt |
|
- |
|
|
|
|
|
Bad debt income |
|
( |
) |
|
|
( |
) |
Equity in net income of unconsolidated affiliates, net of distributions |
|
|
|
|
|
||
Net loss (gain) on sale of assets |
|
( |
) |
|
|
|
|
Stock-based compensation |
|
|
|
|
|
||
Changes in assets and liabilities, net of impact of acquisitions: |
|
|
|
|
|
||
Receivables |
|
|
|
|
( |
) |
|
Inventories |
|
( |
) |
|
|
( |
) |
Accounts payable |
|
( |
) |
|
|
|
|
Accrued compensation and employee benefits |
|
( |
) |
|
|
( |
) |
Other operating items, net |
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
||
|
|
|
|
|
|
||
Investing activities: |
|
|
|
|
|
||
Investment in property, plant and equipment |
|
( |
) |
|
|
( |
) |
Acquisitions, net of cash acquired |
|
( |
) |
|
|
- |
|
Proceeds from sale of assets, net of selling costs |
|
|
|
|
|
||
Investment in non-marketable equity securities |
|
( |
) |
|
|
( |
) |
Investment in note receivable |
|
- |
|
|
|
( |
) |
Net cash used by investing activities |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Financing activities: |
|
|
|
|
|
||
Dividends paid |
|
( |
) |
|
|
( |
) |
Repurchase of common shares |
|
( |
) |
|
|
- |
|
Proceeds from issuance of common shares, net of tax withholdings |
|
( |
) |
|
|
( |
) |
Net repayments of short-term borrowings |
|
- |
|
|
|
( |
) |
Principal payments on long-term obligations |
|
- |
|
|
|
( |
) |
Payments to noncontrolling interests |
|
- |
|
|
|
( |
) |
Net cash used by financing activities |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Decrease in cash and cash equivalents |
|
( |
) |
|
|
( |
) |
Cash and cash equivalents at beginning of period |
|
|
|
|
|
||
Cash and cash equivalents at end of period |
$ |
|
|
$ |
|
||
The cash flows related to discontinued operations have not been segregated in our consolidated statements of cash flows. See “Note B – Discontinued Operations” for a summarization of significant non-cash items related to discontinued operations.
See condensed notes to consolidated financial statements.
6
WORTHINGTON ENTERPRISES, INC.
CONDENSED Notes to Consolidated Financial Statements (UNAUDITED)
(In thousands, except common share and per common share amounts)
Note A – Basis of Presentation
Basis of Presentation
These interim unaudited consolidated financial statements include the accounts of Worthington Enterprises and its consolidated subsidiaries. Significant intercompany accounts and transactions have been eliminated.
We own an
Investments in unconsolidated affiliates that we do not control are accounted for using the equity method with our proportionate share of income or loss recognized within equity income in our consolidated statements of earnings. See further discussion of our unconsolidated affiliates in “Note C – Investments in Unconsolidated Affiliates.”
These interim unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, which are of a normal and recurring nature except those which have been disclosed elsewhere in this Form 10-Q, necessary for a fair presentation of the consolidated financial statements for these interim periods, have been included. Operating results for the first quarter of fiscal 2025 are not necessarily indicative of the results that may be expected for the full fiscal year. For further information, refer to the consolidated financial statements and notes thereto included in the 2024 Form 10-K.
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.
Separation of the Steel Processing Business
On December 1, 2023, we completed the spin-off of our former steel processing business into an independent publicly traded company, Worthington Steel, on a tax-free basis. Accordingly, the operating results of the former steel processing business are reported as discontinued operations for all periods presented, as discussed in further detail in “Note B – Discontinued Operations.” All discussion within this Form 10-Q, including amounts, percentages and disclosures for all periods presented, reflect only our continuing operations unless otherwise noted.
In connection with the Separation, we entered into several agreements with Worthington Steel that govern our ongoing relationships, the most significant of which is the long-term Steel Supply Agreement. Other agreements include a long-term Steel Supply Agreement, a Trademark License Agreement, and Transition Services Agreement. Amounts under the Trademark License Agreement and Transition Services Agreement were not significant during the first quarter of fiscal 2025.
Pursuant to the long-term Steel Supply Agreement, Worthington Steel manufactures and supplies to us, at reasonable market rates, certain flat rolled steel products, and will provide us with certain related support services such as design, engineering/technical services, price risk management, scrap management, steel purchasing, supply chain optimization and product rework services, and other services at our request that are ancillary to the supply of the flat rolled steel products. Purchases from Worthington Steel under this agreement for the first quarter of fiscal 2025, totaled $
Revenue Recognition
We recognize all revenue at the point in time the performance obligation is satisfied and control of the product is transferred to the customer upon shipment or delivery.
7
Note B – Discontinued Operations
The following table summarizes the financial results from the discontinued operations of Worthington Steel for the three months ended August 31, 2023.
Net sales |
|
$ |
|
|
Cost of goods sold |
|
|
|
|
Gross profit |
|
|
|
|
Selling, general and administrative expense |
|
|
|
|
Impairment of long-lived assets |
|
|
|
|
Separation costs |
|
|
|
|
Operating income |
|
|
|
|
Other income (expense): |
|
|
|
|
Miscellaneous income, net |
|
|
|
|
Interest expense, net |
|
|
( |
) |
Equity in net income of unconsolidated affiliate |
|
|
|
|
Earnings before income taxes |
|
|
|
|
Income tax expense |
|
|
|
|
Net earnings |
|
|
|
|
Net earnings attributable to noncontrolling interest |
|
|
|
|
Net earnings attributable to controlling interest |
|
$ |
|
|
As permitted under GAAP, the cash flows related to discontinued operations have not been segregated in our consolidated statements of cash flows. Accordingly, the consolidated statement of cash flows for the three months ended August 31, 2023 include the results from both continuing and discontinued operations and amounts for certain captions will not agree with respective data in the consolidated balance sheet.
The following table summarizes significant non-cash operating items and capital expenditures of discontinued operations included in the consolidated statement of cash flows for the three months ended August 31, 2023.
Significant non-cash operating items: |
|
|
|
|
Depreciation and amortization |
|
$ |
|
|
Impairment of long-lived assets |
|
|
|
|
Equity in income of unconsolidated affiliate |
|
|
( |
) |
Stock-based compensation |
|
|
|
|
Significant investing activities: |
|
|
|
|
Investment in property, plant and equipment |
|
|
( |
) |
Note C – Investments in Unconsolidated Affiliates
Investments in joint ventures that we do not control, either through majority ownership or otherwise, are unconsolidated and accounted for using the equity method. At August 31, 2024, we held investments in the following unconsolidated joint ventures: ClarkDietrich (
We received distributions from unconsolidated affiliates totaling $
We use the cumulative earnings approach to determine the cash flow presentation of distributions from our unconsolidated joint ventures. Distributions received are included in our consolidated statements of cash flows as operating activities unless the cumulative distributions exceed our share of the cumulative equity in the net earnings of the joint venture. In such cases, the excess distributions are considered returns of investment and are classified as investing activities in our consolidated statements of cash flows.
8
The following tables summarize combined financial information for our unconsolidated affiliates included in continuing operations as of the dates, and for the periods presented:
|
August 31, |
|
|
May 31, |
|
||
|
2024 |
|
|
2024 |
|
||
Cash and cash equivalents |
$ |
|
|
$ |
|
||
Other current assets |
|
|
|
|
|
||
Noncurrent assets |
|
|
|
|
|
||
Total assets |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
||
Current maturities of long-term debt |
|
|
|
|
|
||
Long-term debt |
|
|
|
|
|
||
Other noncurrent liabilities |
|
|
|
|
|
||
Equity |
|
|
|
|
|
||
Total liabilities and equity |
$ |
|
|
$ |
|
||
|
Three Months Ended |
|
|||||
|
August 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
Net sales |
$ |
|
|
$ |
|
||
Gross profit |
|
|
|
|
|
||
Operating income |
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
||
Interest expense |
|
|
|
|
|
||
Income tax expense |
|
|
|
|
|
||
Net earnings |
|
|
|
|
|
||
Note D – Restructuring and Other Expense, Net
We consider restructuring activities to be programs whereby we fundamentally change our 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).
A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other income, net financial statement caption in our consolidated statement of earnings for the three months ended August 31, 2024 is summarized below:
|
|
Balance at |
|
|
|
|
|
|
|
|
Balance at |
|
||||
|
|
May 31, 2024 |
|
|
Expense |
|
|
Payments |
|
|
August 31, 2024 |
|
||||
Early retirement and severance |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Loss on sale of assets |
|
|
|
|
|
|
|
|
|
|
||||||
Restructuring and other expense, net |
|
|
$ |
|
|
|
|
|
|
|
||||||
The total liability associated with our restructuring activities as of August 31, 2024 is expected to be paid in the next 12 months.
9
Note E – Contingent Liabilities and Commitments
Legal Proceedings
We are defendants in certain legal actions. In the opinion of management, the outcome of these actions, which is not clearly determinable at the present time, would not significantly affect our consolidated financial position or future results of operations. We also believe that environmental issues will not have a material effect on our capital expenditures, consolidated financial position or future results of operations.
Note F – Guarantees
We do not have guarantees that we believe are reasonably likely to have a material current or future effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. However, at August 31, 2024, we were party to an operating lease for an aircraft in which we guaranteed a residual value at the termination of the lease on March 30, 2028. The maximum obligation under the terms of this guarantee was approximately $
At August 31, 2024, we also had in place $
Note G – Debt
Note H – Other Comprehensive Income (Loss)
The following table summarizes the tax effects on each component of OCI for the periods presented:
|
Three Months Ended |
|
|||||||||||||||||||||
|
August 31, |
|
|||||||||||||||||||||
|
2024 |
|
|
2023 |
|
||||||||||||||||||
|
Before-Tax |
|
|
Tax |
|
|
Net-of-Tax |
|
|
Before-Tax |
|
|
Tax |
|
|
Net-of-Tax |
|
||||||
Foreign currency translation |
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Pension liability adjustment |
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Cash flow hedges |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Other comprehensive income (loss) |
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|||
10
Note I – Changes in Equity
The following tables summarize the changes in equity by component and in total for the periods presented:
|
|
Controlling Interest |
|
|
|
|
|
|
|
|||||||||||||||
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Paid-in |
|
|
AOCI, |
|
|
Retained |
|
|
|
|
|
Noncontrolling |
|
|
|
|
||||||
|
|
Capital |
|
|
Net of Tax |
|
|
Earnings |
|
|
Subtotal |
|
|
Interests |
|
|
Total |
|
||||||
Balance at May 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Net earnings (loss) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Other comprehensive income |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Common shares issued, net of withholding tax |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Common shares in non-qualified plans |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Stock-based compensation |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Purchases and retirement of common shares |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Cash dividends declared |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Balance at August 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
Controlling Interest |
|
|
|
|
|
|
|
|||||||||||||||
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Paid-in |
|
|
AOCI, |
|
|
Retained |
|
|
|
|
|
Noncontrolling |
|
|
|
|
||||||
|
|
Capital |
|
|
Net of Tax |
|
|
Earnings |
|
|
Subtotal |
|
|
Interests |
|
|
Total |
|
||||||
Balance at May 31, 2023 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|||||
Net earnings |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive loss |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Common shares issued, net of withholding tax |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Common shares in non-qualified plans |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Stock-based compensation |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Cash dividends declared |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Dividends to noncontrolling interests |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Balance at August 31, 2023 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
The following table summarizes the changes in AOCI for the periods presented:
|
|
Foreign |
|
|
Pension |
|
|
|
|
|
|
|
||||
|
|
Currency |
|
|
Liability |
|
|
Cash Flow |
|
|
|
|
||||
|
|
Translation |
|
|
Adjustment |
|
|
Hedges |
|
|
AOCI |
|
||||
Balance at May 31, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
OCI before reclassifications |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Reclassification adjustments to net earnings (a) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Income tax effect |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
Balance at August 31, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
|
|
Foreign |
|
|
Pension |
|
|
|
|
|
|
|
||||
|
|
Currency |
|
|
Liability |
|
|
Cash Flow |
|
|
|
|
||||
|
|
Translation |
|
|
Adjustment |
|
|
Hedges |
|
|
AOCI |
|
||||
Balance at May 31, 2023 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
OCI before reclassifications |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Reclassification adjustments to net earnings (a) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Income tax effect |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Balance at August 31, 2023 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
——————————————————
11
Common Shares: On March 20, 2019, the Board authorized the repurchase of up to
Note J – Stock-Based Compensation
Non-Qualified Stock Options
During the three months ended August 31, 2024, we granted non-qualified stock options covering a total of
Dividend yield |
|
|
% |
|
Expected volatility |
|
|
% |
|
Risk-free interest rate |
|
|
% |
|
Expected term (years) |
|
|
|
Service-Based Restricted Common Shares
During the three months ended August 31, 2024, we granted an aggregate of
Performance Share Awards
We have awarded performance shares to certain key employees under our stock-based compensation plans. Outstanding performance share awards may be earned based on the level of achievement of corporate targets for cumulative corporate economic value added and EPS growth and, in the case of business unit executives, a business unit adjusted EBITDA from continuing operations target, in each case for the three-year periods ending May 31, 2025, 2026 and 2027. These performance share awards will be paid, to the extent earned, in common shares in the fiscal quarter following the end of the applicable three-year performance period. The fair values of our performance shares are determined by the closing market prices of the underlying common shares at the respective grant dates of the performance shares and the pre-tax stock-based compensation expense is based on our periodic assessment of the probability of the targets being achieved and our estimate of the number of common shares that will ultimately be issued. The ultimate pre-tax stock-based compensation expense to be recognized over the three-year performance period on all tranches will vary based on our periodic assessment of the probability of the targets being achieved. During the three months ended August 31, 2024, we granted performance share awards covering an aggregate of
12
Note K – Income Taxes
Income tax expense for the three months ended August 31, 2024 and August 31, 2023 reflected estimated annual effective income tax rates of
Note L – Earnings per Share
The following table sets forth the computation of basic and diluted EPS attributable to controlling interest for the periods presented:
|
Three Months Ended |
|
|||||
|
August 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
Numerator (basic & diluted): |
|
|
|
|
|
||
Net earnings from continuing operations attributable to controlling interest |
$ |
|
|
$ |
|
||
Denominator (shares in thousands): |
|
|
|
|
|
||
Basic EPS from continuing operations - weighted average common shares |
|
|
|
|
|
||
Effect of dilutive securities |
|
|
|
|
|
||
Diluted EPS from continuing operations - weighted average common shares |
|
|
|
|
|
||
|
|
|
|
|
|
||
Basic EPS from continuing operations |
$ |
|
|
$ |
|
||
Diluted EPS from continuing operations |
$ |
|
|
$ |
|
||
Stock options covering an aggregate of
Note M – Segment Operations
Our operating segments reflect the way in which internally-reported financial information is regularly reviewed by the CODM to analyze performance, make decisions and allocate resources. We have identified our Chief Executive Officer as our CODM. Factors used to identify operating segments include the nature of the products provided by each business, the management reporting structure, similarity of economic characteristics and certain quantitative measures, as prescribed by GAAP. Our operations are organized under
The following tables present summarized financial information for our reportable segments and Unallocated Corporate and Other for the periods indicated. A reconciliation from the GAAP financial measure of earnings before income taxes to the non-GAAP financial measure of adjusted EBITDA from continuing operations is provided directly following the summarized information below.
|
Three Months Ended August 31, 2024 |
|
|||||||||||||||||
|
|
|
|
|
|
|
Total |
|
|
Unallocated |
|
|
|
|
|||||
|
Consumer |
|
|
Building |
|
|
Reportable |
|
|
Corporate and |
|
|
|
|
|||||
|
Products |
|
|
Products |
|
|
Segments |
|
|
Other |
|
|
Total |
|
|||||
Net sales |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||||
Restructuring and other expense, net |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Miscellaneous income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity income |
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Adjusted EBITDA from continuing operations |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
13
|
Three Months Ended August 31, 2023 |
|
|||||||||||||||||
|
|
|
|
|
|
|
Total |
|
|
Unallocated |
|
|
|
|
|||||
|
Consumer |
|
|
Building |
|
|
Reportable |
|
|
Corporate and |
|
|
|
|
|||||
|
Products |
|
|
Products |
|
|
Segments |
|
|
Other |
|
|
Total |
|
|||||
Net sales |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Separation costs |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Miscellaneous income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loss on extinguishment of debt |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Equity income |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA from continuing operations |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
The following table presents a reconciliation from earnings before income taxes to adjusted EBITDA from continuing operations for the periods presented:
|
|
Three Months Ended |
|
|||||
|
|
August 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Earnings before income taxes |
|
$ |
|
|
$ |
|
||
Less: net loss attributable to noncontrolling interest |
|
|
( |
) |
|
|
- |
|
Net earnings before income taxes attributable to controlling interest |
|
|
|
|
|
|
||
Interest expense, net |
|
|
|
|
|
|
||
EBIT (1) |
|
|
|
|
|
|
||
Corporate costs eliminated at Separation |
|
|
- |
|
|
|
|
|
Restructuring and other expense, net |
|
|
|
|
|
- |
|
|
Separation costs |
|
|
- |
|
|
|
|
|
Loss on extinguishment of debt |
|
|
- |
|
|
|
|
|
Adjusted EBIT (1) |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Adjusted EBITDA from continuing operations |
|
$ |
|
|
$ |
|
||
|
Total assets for each of our reportable segments at the dates indicated were as follows:
|
|
August 31, |
|
|
May 31, |
|
||
|
|
2024 |
|
|
2024 |
|
||
Consumer Products |
|
$ |
|
|
$ |
|
||
Building Products |
|
|
|
|
|
|
||
Total reportable segments |
|
|
|
|
|
|
||
Unallocated Corporate and Other |
|
|
|
|
|
|
||
Total assets of continuing operations |
|
$ |
|
|
$ |
|
||
14
Note N – Acquisitions
On June 3, 2024, we acquired Ragasco, a leading global manufacturer of composite propane cylinders based in Norway. The total purchase price consisted of cash consideration of $
The information included herein is based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired. The purchase price allocation is subject to further adjustment until all pertinent information regarding the assets acquired is fully evaluated by us, including but not limited to, the fair value accounting.
The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits (i.e., investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill, which is not expected to be deductible for income tax purposes.
The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired.
|
|
|
|
|
Useful Life |
|
Category |
|
Amount |
|
|
(Years) |
|
Trade name |
|
$ |
|
|
||
Technological know-how |
|
|
|
|
||
Customer relationships |
|
|
|
|
||
Total acquired identifiable intangible assets |
|
$ |
|
|
|
|
15
The following table summarizes the consideration transferred and the estimated fair value assigned to the assets acquired and liabilities assumed at the acquisition date. These amounts reflect various preliminary fair value estimates and assumptions, including preliminary work performed by a third-party valuation specialist, and are subject to change within the measurement period as the valuation is finalized. The primary areas of preliminary purchase price allocation subject to change relate to the valuation of acquired tangible assets and liabilities, identification and valuation of residual goodwill and tax effects of acquired assets and assumed liabilities.
|
|
|
|
Preliminary |
|
|
|
|
|
|
Valuation |
|
|
Cash and cash equivalents |
|
$ |
|
|||
Accounts receivable |
|
|
|
|||
Inventory |
|
|
|
|||
Other current assets |
|
|
|
|||
Property, plant and equipment |
|
|
|
|||
Operating lease assets |
|
|
|
|||
Intangible assets |
|
|
|
|||
Total identifiable assets |
|
|
|
|||
Accounts payable |
|
|
( |
) |
||
Current operating lease liability |
|
|
( |
) |
||
Accrued expenses |
|
|
( |
) |
||
Noncurrent operating lease liability |
|
|
( |
) |
||
Deferred income taxes |
|
|
( |
) |
||
Other liabilities |
|
|
( |
) |
||
Net identifiable assets |
|
|
|
|||
Goodwill |
|
|
|
|||
Total purchase price |
|
|
|
|||
Less: Fair value of earnout |
|
|
|
|
|
|
Cash purchase price |
|
|
|
$ |
|
|
Note O – Derivative Financial Instruments and Hedging Activities
We utilize derivative financial instruments to primarily manage exposure to certain risks related to our ongoing operations. The primary risks managed through the use of derivative financial instruments include interest rate risk, foreign currency exchange risk and commodity price risk. While certain of our derivative financial instruments are designated as hedging instruments, we also enter into derivative financial instruments that are designed to hedge a risk, but are not designated as hedging instruments and therefore do not qualify for hedge accounting. These derivative financial instruments are adjusted to current fair value through earnings at the end of each period.
Interest Rate Risk Management - We are exposed to the impact of interest rate changes. Our objective is to manage the impact of interest rate changes on cash flows and the market value of our borrowings. We utilize a mix of debt maturities along with both fixed-rate and variable-rate debt to manage changes in interest rates. In addition, we enter into interest rate swaps to further manage our exposure to interest rate variations related to our borrowings and to lower our overall borrowing costs.
Foreign Currency Exchange Rate Risk Management - We conduct business in several major international currencies and are, therefore, subject to risks associated with changing foreign currency exchange rates. We enter into various contracts that change in value as foreign currency exchange rates change to manage this exposure. Such contracts limit exposure to both favorable and unfavorable foreign currency exchange rate fluctuations. The translation of foreign currencies into U.S. dollars also subjects us to exposure related to fluctuating foreign currency exchange rates; however, derivative financial instruments are not used to manage this risk.
Commodity Price Risk Management – We are exposed to changes in the price of certain commodities, including steel, natural gas, copper, zinc, aluminum and other raw materials, and our utility requirements. Our objective is to reduce earnings and cash flow volatility associated with forecasted purchases and sales of these commodities to allow management to focus its attention on business operations. Accordingly, we enter into derivative financial instruments to manage the associated price risk.
16
We are exposed to counterparty credit risk on all of our derivative financial instruments. Accordingly, we have established and maintain strict counterparty credit guidelines. We have credit support agreements in place with certain counterparties to limit our credit exposure. These agreements require either party to post cash collateral if its cumulative market position exceeds a predefined liability threshold. Amounts posted to the margin accounts accrue interest at market rates and are required to be refunded in the period in which the cumulative market position falls below the required threshold. We do not have significant exposure to any one counterparty and management believes the risk of loss is remote and, in any event, would not be material.
Refer to “Note P – Fair Value Measurements” for additional information regarding the accounting treatment for our derivative financial instruments, as well as how fair value is determined.
|
|
Fair Value of Assets |
|
|
Fair Value of Liabilities |
|
||||||||||||||
|
|
Balance |
|
|
|
|
|
|
|
Balance |
|
|
|
|
|
|
||||
|
|
Sheet |
|
August 31, |
|
|
May 31, |
|
|
Sheet |
|
August 31, |
|
|
May 31, |
|
||||
|
|
Location |
|
2024 |
|
|
2024 |
|
|
Location |
|
2024 |
|
|
2024 |
|
||||
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commodity contracts |
|
Receivables |
|
$ |
|
|
$ |
|
|
Accounts payable |
|
$ |
|
|
$ |
|
||||
Commodity contracts |
|
Other assets |
|
|
- |
|
|
|
- |
|
|
Other liabilities |
|
|
- |
|
|
|
|
|
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commodity contracts |
|
Receivables |
|
$ |
|
|
$ |
|
|
Accounts payable |
|
$ |
|
|
$ |
|
||||
Foreign currency exchange contracts |
|
Receivables |
|
|
- |
|
|
|
- |
|
|
Accounts payable |
|
|
|
|
|
|
||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative financial instruments |
|
|
|
$ |
|
|
$ |
|
|
|
|
$ |
|
|
$ |
|
||||
The amounts in the table above reflect the fair value of our derivative financial instruments on a net basis where allowed under master netting arrangements. Had these amounts been recognized on a gross basis, the impact would have been an increase in receivables with a corresponding increase in accounts payable of $
Cash Flow Hedges
We enter into derivative financial instruments to hedge our exposure to changes in cash flows attributable to interest rate and commodity price fluctuations associated with certain forecasted transactions. These derivative financial instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on each of these derivative financial instruments is reported as a component of OCI and reclassified into earnings in the same line associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings.
The following table summarizes our cash flow hedges outstanding at August 31, 2024:
|
|
Notional |
|
|
|
|
|
|
Amount |
|
|
Maturity Date(s) |
|
Commodity contracts |
|
$ |
|
|
- |
|
17
The following table summarizes the gain (loss) recognized in OCI and the gain (loss) reclassified from AOCI into net earnings for derivative financial instruments designated as cash flow hedges for the periods presented:
|
|
|
|
|
Location of |
|
Gain (Loss) |
|
||
|
|
Gain (Loss) |
|
|
Gain (Loss) |
|
Reclassified |
|
||
|
|
Recognized |
|
|
Reclassified from AOCI |
|
from AOCI |
|
||
|
|
in OCI |
|
|
into Net Earnings |
|
into Net Earnings |
|
||
For the three months ended August 31, 2024: |
|
|||||||||
Commodity contracts |
|
$ |
( |
) |
|
Cost of goods sold |
|
$ |
( |
) |
Interest rate contracts |
|
|
- |
|
|
Interest expense, net |
|
|
|
|
|
$ |
( |
) |
|
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
||
For the three months ended August 31, 2023: |
|
|||||||||
Commodity contracts |
|
$ |
( |
) |
|
Cost of goods sold |
|
$ |
( |
) |
Interest rate contracts |
|
|
- |
|
|
Loss on extinguishment of debt |
|
|
( |
) |
Interest rate contracts |
|
|
- |
|
|
Interest expense |
|
|
|
|
Foreign currency exchange contracts |
|
|
|
|
Miscellaneous income, net |
|
|
|
||
|
$ |
( |
) |
|
|
|
$ |
( |
) |
|
The estimated amount of the net gains recognized in AOCI at August 31, 2024, expected to be reclassified into net earnings within the succeeding 12 months is $
Net Investment Hedges
We have designated our Euro-denominated debt held in the U.S. with a principal €
Economic (Non-designated) Hedges
We enter into foreign currency exchange contracts to manage our foreign currency exchange rate exposure related to inter-company and financing transactions that do not meet the requirements for hedge accounting treatment. We also enter into certain commodity contracts that do not qualify for hedge accounting treatment. Accordingly, these derivative financial instruments are adjusted to current market value at the end of each period through gain (loss) recognized in earnings.
The following table summarizes our economic (non-designated) derivative financial instruments outstanding at August 31, 2024:
|
|
Notional |
|
|
|
|
|
|
Amount |
|
|
Maturity Date(s) |
|
Commodity contracts |
|
$ |
|
|
- |
|
Foreign currency exchange contracts |
|
$ |
|
|
||
The following table summarizes the gain (loss) recognized in earnings for economic (non-designated) derivative financial instruments for the periods presented:
|
|
|
|
Gain |
|
|||||
|
|
|
|
Recognized in Earnings |
|
|||||
|
|
|
|
Three Months Ended |
|
|||||
|
|
Location of Gain |
|
August 31, |
|
|||||
|
|
Recognized in Earnings |
|
2024 |
|
|
2023 |
|
||
Commodity contracts |
|
Cost of goods sold |
|
$ |
|
|
$ |
|
||
Foreign currency exchange contracts |
|
Miscellaneous income, net |
|
|
|
|
|
- |
|
|
Total |
|
|
|
$ |
|
|
$ |
|
||
18
Note P – Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is an exit price concept that assumes an orderly transaction between willing market participants and is required to be based on assumptions that market participants would use in pricing an asset or a liability. Current accounting guidance establishes a three-tier fair value hierarchy as a basis for considering such assumptions and for classifying the inputs used in the valuation methodologies. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 - Unobservable inputs for the asset or liability and that are significant to the fair value of the assets and liabilities (i.e., allowing for situations in which there is little or no market activity for the asset or liability at the measurement date).
Recurring Fair Value Measurements
At August 31, 2024, our assets and liabilities measured at fair value on a recurring basis were as follows:
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Totals |
|
||||
Assets (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
Total assets |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
Total liabilities |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
At May 31, 2024, our assets and liabilities measured at fair value on a recurring basis were as follows:
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Totals |
|
||||
Assets (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
Total assets |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
Total liabilities |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
——————————————————
19
Non-Recurring Fair Value Measurements
At August 31, 2024, there were no assets measured at fair value on a non-recurring basis on our consolidated balance sheet.
At May 31, 2024, our assets measured at fair value on a non-recurring basis were as follows:
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Totals |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment in note receivable (1) |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
Investment in unconsolidated affiliate (2) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Total assets |
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
——————————————————
The fair value of non-derivative financial instruments included in the carrying amounts of cash and cash equivalents, receivables, income taxes receivable, other assets, accounts payable, accrued compensation, contributions to employee benefit plans and related taxes, other accrued items, income taxes payable and other liabilities approximate carrying value due to their short-term nature. The fair value of long-term debt, including current maturities, based upon models utilizing market observable (Level 2) inputs and credit risk, was $
20
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations
Selected statements contained in this MD&A 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 “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Form 10-Q and “Part I – Item 1A. – Risk Factors” of the 2024 Form 10-K.
Unless otherwise indicated, all Note references contained in this MD&A refer to the Condensed Notes to Consolidated Financial Statements included in “Part I – Item 1. – Financial Statements” of this Form 10-Q. All amounts are presented in millions except common share and per common share amounts.
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 2024 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. Our historical results have been restated to reflect the operations of Worthington Steel as a discontinued operation in periods prior to the December 1, 2023 Separation as discussed in “Note A – Basis of Presentation.” This MD&A is divided into five main sections:
Recent Business Developments
21
Trends and Factors Impacting our Performance
The following trends and factors have contributed to the results of our consolidated operations, and we anticipate that they will continue to affect our future results.
End Markets and Competition
We offer a wide range of products and services to a diverse customer base across various end markets. These markets include residential construction, non-residential construction, and repair and remodeling, which drive demand in our Building Products operating segment, including our unconsolidated joint ventures, WAVE and ClarkDietrich. Additionally, tools, outdoor living, and celebrations drive demand in our Consumer Products operating segment, including our consolidated joint venture, Halo. Given the extensive range of products and services we provide, our competitors vary by industry, product type, service type, program size, and geography. Competition is primarily based on price, product quality, brand recognition, product innovation, and customer service. Sales to one customer in the Consumer Products operating segment accounted for 13% of our consolidated net sales in the first quarter of fiscal 2025. Trends and factors impacting each of our end markets are described in additional detail below.
General Economic and Market Conditions
U.S. GDP growth rate trends typically reflect the strength of demand and, in many cases, pricing for our products. A year-over-year increase in U.S. GDP growth rates generally signals a stronger economy and higher demand and pricing for our products. Conversely, declining U.S. GDP growth rates usually indicate a weaker economy and reduced demand and pricing our products. Fluctuations in U.S. GDP growth rates can affect conversion costs related to production and SG&A.
The macroeconomic and geopolitical outlook has been complex and evolving. Although the U.S. economy continues to grow at a modest pace, prolonged inflationary pressures continue to negatively impact the discretionary spending of many of our customers. The recent 0.50% rate cut by the Federal Reserve is expected to alleviate some of this pressure in the near-term as borrowing becomes cheaper, stimulating spending in our residential construction, non-residential construction, and repair and remodel end markets. Besides inflation, consumer spending habits for our products are influenced by prevailing global economic conditions, the costs of basic necessities and other goods, employment levels, salaries and wage rates, and prevailing interest rates. Additionally, consumer purchasing patterns are generally affected by consumers’ disposable income, credit availability, and debt levels.
We also actively monitor other publicly available macroeconomic trends that provide insight into the activity in our end markets. These trends include, but are not limited to, the ABI, the Dodge Momentum Index, the HMI, steel prices, retail sales, state and local government spending, interest rate environment and inflation metrics. Current macro-economic trends within our end markets are described in additional detail below, as well as selected key indicators for the periods presented.
|
|
August 31, |
|
|
Increase/ |
|
|
||||||
($ and units in millions) |
|
2024 |
|
|
2023 |
|
|
(Decrease) |
|
|
|||
U.S. Residential Construction spend (1)(3) |
|
$ |
911,429 |
|
|
$ |
887,564 |
|
|
$ |
23,865 |
|
|
U.S. Non-residential Construction Spend (1)(3) |
|
$ |
1,220,507 |
|
|
$ |
1,159,850 |
|
|
$ |
60,657 |
|
|
Hot-Rolled Steel ($ per ton) (2) |
|
$ |
690 |
|
|
$ |
879 |
|
|
$ |
(189 |
) |
|
Existing Home Sales (units) (1)(3) |
|
|
3.9 |
|
|
|
4.0 |
|
|
|
(0.1 |
) |
|
Authorized Housing Permits (units) (1)(3) |
|
|
1.5 |
|
|
|
1.6 |
|
|
|
(0.1 |
) |
|
U.S Private Housing Starts (units) (1)(3) |
|
|
1.4 |
|
|
|
1.3 |
|
|
|
0.1 |
|
|
HMI |
|
|
39.0 |
|
|
|
50.0 |
|
|
|
(11.0 |
) |
|
ABI |
|
|
45.7 |
|
|
|
48.1 |
|
|
|
(2.4 |
) |
|
Dodge Momentum Index |
|
|
220.4 |
|
|
|
178.0 |
|
|
|
42.4 |
|
|
30 Year Fixed mortgage rates (1) |
|
|
6.35 |
% |
|
|
7.18 |
% |
|
|
(0.8 |
%) |
|
——————————————————
22
Residential Construction: The near-term outlook for U.S. residential construction spending remains cautiously optimistic, with spending increasing by approximately 7.4% between August 2024 and August 2023. While construction data continues to show positive year-over-year growth, housing starts and authorized permits remain flat, reflecting a cautious approach by both builders and potential home buyers. The HMI also fell to 39.0 in August 2024, indicating persistent challenges such as high mortgage rates and elevated home prices. Builders continue to grapple with high interest rates for construction loans and ongoing labor shortages, which are impacting their ability to meet demand. Additionally, rising material costs add further pressure on the end market. However, we are optimistic that recent interest rate cuts could spur new construction activity in the near term and we remain well-positioned to meet the anticipated demand. More broadly, the solid underlying fundamentals of the housing market, including favorable demographics and a chronic undersupply of homes, provide strong support for this end market in the long-term.
Non-residential Construction: The near-term outlook for U.S. non-residential construction is mixed. The ABI fell to 45.7 in August 2024 from 48.1 in August 2023, indicating a continued decline in demand for architectural services. This marks the nineteenth consecutive month of declining billings, reflecting ongoing challenges in converting project inquiries into actual contracts. However, the Dodge Momentum Index offers a more optimistic view, rising to 220.4 in August 2024 from 178.0 in August 2023, driven by gains in both commercial and institutional planning. This suggests that while current billings are down, there is a pipeline of projects that could bolster future construction activity. Overall, the sector faces headwinds but also holds potential for growth as economic conditions stabilize and interest rates are expected to decrease.
Repair and Remodel: Spending on home improvement is expected to continue declining in the near term as existing home sales remain at multi-decade lows. Although the average 30-year fixed mortgage rate decreased to 6.35% at August 31, 2024, from 7.18% at August 31, 2023, this decline isn’t significant enough to entice most buyers to enter the market or leave their existing lower fixed rate mortgages. Despite these challenges, the long-term outlook remains strong as interest rates are expected to decline further and the aging housing stock will drive the need for renovations. As economic conditions stabilize, we expect homeowners to access their record levels of equity and drive spending in the long-term.
Tools: Spending in the tools end market is predominantly influenced by macroeconomic conditions. Recently, the market has experienced positive tailwinds as inflation has eased, with the annual inflation rate dropping to 2.5% in August 2024, a significant decrease from its peak in 2022. Despite moderating inflation, overall demand in this sector continued to be adversely affected by a general moderation in consumer spending on non-essential items, resulting in lower overall demand from both DIY and professional customers. Notwithstanding these short-term headwinds, we believe that the outlook remains positive as we continue to grow market share with our well-known brands and innovation of new products.
Outdoor Living: Participation in outdoor recreation is beginning to normalize to pre-pandemic levels. This trend is evident in the number of new U.S. camping households, a key metric that measures the influx of first-time campers. After peaking in 2020, driven by the desire for safe, socially-distanced activities during the height of the pandemic, the number has steadily declined. However, the long-term fundamentals in the outdoor living category remain positive, driven by diverse participation across different age groups, socio-economic classes, and geographic regions.
Celebrations: The celebrations end market has shown a gradual recovery, propelled by the increasing demand for personalized and unique event experiences. Consumer income and the debt-to-income ratio have gradually recovered, approaching levels observed prior to COVID-19, alongside moderating inflation. Despite these positive indicators, inflation and interest rates continue to influence disposable income and spending power. It is anticipated that consumer spending on non-essential items will remain constrained, primarily due to a larger share of income being allocated towards essential purchases and mortgage payments.
Seasonality
Historically, sales tend to be stronger in the third and fourth quarters of our fiscal year for our Consumer Products operating segment when our facilities perform at seasonal peaks, matching consumer demand. Sales in our Building Products operating segment are generally stronger in the first and fourth quarters of our fiscal year due to weather conditions, customer business cycles, and the timing of renovation and new construction projects. Demand in our Building Products operating segment during the first quarter of fiscal 2025 was not reflective of the cyclical strength we typically see in in the first quarter of our fiscal year due to continued destocking at certain distributors as well as unfavorable weather patterns.
23
Results of Operations
First Quarter – Fiscal 2025 Compared to Fiscal 2024
The following discussion provides a review of results for the three months ended August 31, 2024 and August 31, 2023:
|
|
|
|
Three Months Ended |
|
|
|
|
||||||
|
|
|
|
August 31, |
|
|
Increase/ |
|
||||||
(In millions, except per common share amounts) |
2024 |
|
|
2023 |
|
|
(Decrease) |
|
||||||
Net sales |
$ |
257.3 |
|
|
$ |
311.9 |
|
|
$ |
(54.6 |
) |
|||
Operating loss |
|
(4.7 |
) |
|
|
(7.3 |
) |
|
|
2.6 |
|
|||
Adjusted operating income (loss) (1) |
|
(3.5 |
) |
|
|
4.8 |
|
|
|
(8.3 |
) |
|||
Net earnings from continuing operations |
|
24.3 |
|
|
|
26.8 |
|
|
|
(2.5 |
) |
|||
Adjusted EBITDA from continuing operations (1) |
|
48.4 |
|
|
|
65.9 |
|
|
|
(17.5 |
) |
|||
Equity income |
|
35.5 |
|
|
|
45.4 |
|
|
|
(9.9 |
) |
|||
EPS from continuing operations - diluted |
|
0.48 |
|
|
|
0.54 |
|
|
|
(0.06 |
) |
|||
Adjusted EPS from continuing operations - diluted (1) |
$ |
0.50 |
|
|
$ |
0.75 |
|
|
$ |
(0.25 |
) |
|||
——————————————————
Net Sales and Volume
The following table provides a breakdown of our consolidated net sales by operating segment for the periods indicated:
|
|
|
|
Three Months Ended |
|
|
|
|
|
% |
|
|||||||
|
|
|
|
August 31, |
|
|
Increase/ |
|
|
Increase |
|
|||||||
(Dollars in millions) |
|
|
|
2024 |
|
|
2023 |
|
|
(Decrease) |
|
|
(Decrease) |
|
||||
Consumer Products |
$ |
117.6 |
|
|
$ |
117.4 |
|
|
$ |
0.2 |
|
|
|
0.2 |
% |
|||
Building Products |
|
139.7 |
|
|
|
165.9 |
|
|
|
(26.2 |
) |
|
|
(15.8 |
%) |
|||
Total reportable segments |
|
257.3 |
|
|
|
283.3 |
|
|
|
(26.0 |
) |
|
|
(9.2 |
%) |
|||
Other |
|
- |
|
|
|
28.6 |
|
|
|
(28.6 |
) |
|
|
(100.0 |
%) |
|||
Consolidated |
$ |
257.3 |
|
|
$ |
311.9 |
|
|
$ |
(54.6 |
) |
|
|
(17.5 |
%) |
|||
The following table provides volume by operating segment for the periods presented (in units):
|
|
|
|
Three Months Ended |
|
|
|
|
|
% |
|
|||||||
|
|
|
|
August 31, |
|
|
Increase/ |
|
|
Increase |
|
|||||||
|
|
|
|
2024 |
|
|
2023 |
|
|
(Decrease) |
|
|
(Decrease) |
|
||||
Consumer Products |
|
16,170,556 |
|
|
|
16,031,583 |
|
|
|
138,973 |
|
|
|
0.9 |
% |
|||
Building Products |
|
3,094,117 |
|
|
|
3,808,820 |
|
|
|
(714,703 |
) |
|
|
(18.8 |
%) |
|||
Total reportable segments |
|
19,264,673 |
|
|
|
19,840,403 |
|
|
|
(575,730 |
) |
|
|
(2.9 |
%) |
|||
Other |
|
- |
|
|
|
106,306 |
|
|
|
(106,306 |
) |
|
|
(100.0 |
%) |
|||
Consolidated |
|
19,264,673 |
|
|
|
19,946,709 |
|
|
|
(682,036 |
) |
|
|
(3.4 |
%) |
|||
24
Gross Profit
|
|
|
|
Three Months Ended |
|
|||||||||||||||||
|
|
|
|
August 31, |
|
|
Gross |
|
|
August 31, |
|
|
Gross |
|
|
Increase/ |
|
|||||
(Dollars in millions) |
|
|
|
2024 |
|
|
Margin |
|
|
2023 |
|
|
Margin |
|
|
(Decrease) |
|
|||||
Gross profit |
$ |
62.5 |
|
|
|
24.3 |
% |
|
$ |
69.6 |
|
|
|
22.3 |
% |
|
$ |
(7.1 |
) |
|||
Selling, General and Administrative Expense
|
|
|
|
Three Months Ended |
|
|||||||||||||||||
|
|
|
|
August 31, |
|
|
% of |
|
|
August 31, |
|
|
% of |
|
|
Increase/ |
|
|||||
(Dollars in millions) |
|
|
|
2024 |
|
|
Net Sales |
|
|
2023 |
|
|
Net Sales |
|
|
(Decrease) |
|
|||||
Selling, general and administrative expense |
$ |
66.0 |
|
|
|
25.7 |
% |
|
$ |
74.5 |
|
|
|
23.9 |
% |
|
$ |
(8.5 |
) |
|||
Other Operating Items
|
|
|
|
Three Months Ended |
|
|
|
|
||||||
|
|
|
|
August 31, |
|
|
Increase/ |
|
||||||
(Dollars in millions) |
|
|
|
2024 |
|
|
2023 |
|
|
(Decrease) |
|
|||
Restructuring and other expense, net |
$ |
1.2 |
|
|
$ |
- |
|
|
$ |
1.2 |
|
|||
Separation costs |
$ |
- |
|
|
$ |
2.4 |
|
|
$ |
(2.4 |
) |
|||
Interest Expense, Net
|
|
|
|
Three Months Ended |
|
|
|
|
||||||
|
|
|
|
August 31, |
|
|
Increase/ |
|
||||||
(Dollars in millions) |
|
|
|
2024 |
|
|
2023 |
|
|
(Decrease) |
|
|||
Interest expense, net |
$ |
0.5 |
|
|
$ |
1.1 |
|
|
$ |
(0.6 |
) |
|||
Equity Income
|
|
|
|
Three Months Ended |
|
|
|
|
||||||
|
|
|
|
August 31, |
|
|
Increase/ |
|
||||||
(Dollars in millions) |
|
|
|
2024 |
|
|
2023 |
|
|
(Decrease) |
|
|||
WAVE (1) |
$ |
27.9 |
|
|
$ |
28.3 |
|
|
$ |
(0.4 |
) |
|||
ClarkDietrich (1) |
|
8.7 |
|
|
|
16.7 |
|
|
|
(8.0 |
) |
|||
Other (2) |
|
(1.1 |
) |
|
|
0.4 |
|
|
|
(1.5 |
) |
|||
Equity income |
$ |
35.5 |
|
|
$ |
45.4 |
|
|
$ |
(9.9 |
) |
|||
——————————————————
25
Income Taxes
|
|
|
|
Three Months Ended |
|
|||||||||||||||||
|
|
|
|
|
|
|
Estimated |
|
|
|
|
|
Estimated |
|
|
|
|
|||||
|
|
|
|
August 31, |
|
|
Effective |
|
|
August 31, |
|
|
Effective |
|
|
Increase/ |
|
|||||
(Dollars in millions) |
|
|
|
2024 |
|
|
Tax Rate |
|
|
2023 |
|
|
Tax Rate |
|
|
(Decrease) |
|
|||||
Income tax expense |
$ |
6.8 |
|
|
|
24.5 |
% |
|
$ |
9.0 |
|
|
|
25.1 |
% |
|
$ |
(2.2 |
) |
|||
Adjusted EBITDA from Continuing Operations
The following table provides a summary of adjusted EBITDA from continuing operations by reportable segment, a non-GAAP financial measure, along with the respective percentage of the total of each reportable segment. See the “Use of Non-GAAP Financial Measures” section preceding Part I, Item 1 of this Form 10-Q for additional information regarding our use of non-GAAP financial measures. A reconciliation from earnings before income taxes to adjusted EBITDA from continuing operations is provided in “Note M – Segment Operations.”
|
|
|
|
Three Months Ended |
|
|||||||||||||||||||||
(Dollars in millions) |
|
|
|
August 31, |
|
|
% of |
|
|
August 31, |
|
|
% of |
|
|
Increase/ |
|
|
% Increase |
|
||||||
Consumer Products |
$ |
17.8 |
|
|
|
15.1 |
% |
|
$ |
14.3 |
|
|
|
12.2 |
% |
|
$ |
3.5 |
|
|
|
24.5 |
% |
|||
Building Products |
|
39.7 |
|
|
|
28.4 |
% |
|
|
59.7 |
|
|
|
36.0 |
% |
|
|
(20.0 |
) |
|
|
(33.5 |
%) |
|||
Total reportable segments |
$ |
57.5 |
|
|
|
22.3 |
% |
|
$ |
74.0 |
|
|
|
26.1 |
% |
|
|
(16.5 |
) |
|
|
(22.3 |
%) |
|||
Unallocated Corporate and Other |
|
(9.1 |
) |
|
n/a |
|
|
|
(8.1 |
) |
|
n/a |
|
|
|
(1.0 |
) |
|
|
12.3 |
% |
|||||
Consolidated |
$ |
48.4 |
|
|
|
18.8 |
% |
|
$ |
65.9 |
|
|
|
21.1 |
% |
|
|
(17.5 |
) |
|
|
(26.6 |
%) |
|||
26
Liquidity and Capital Resources
During the three months ended August 31, 2024, we generated $41.1 million of cash from operating activities, invested $9.6 million in property, plant and equipment, spent $88.9 million to acquire Ragasco, and received $11.8 million for the sale of 51% of our former Sustainable Energy Solutions operating segment. Additionally, we paid $6.8 million to repurchase 150,000 common shares and paid dividends of $8.1 million on the common shares in the first quarter of fiscal 2025.
The following table summarizes our consolidated cash flows for the periods presented:
|
|
|
|
Three Months Ended |
|
|||||
|
|
|
|
August 31, |
|
|||||
(In millions) |
|
|
|
2024 |
|
|
2023 |
|
||
Net cash provided by operating activities |
$ |
41.1 |
|
|
$ |
59.7 |
|
|||
Net cash used by investing activities |
|
(88.7 |
) |
|
|
(44.3 |
) |
|||
Net cash used by financing activities |
|
(18.1 |
) |
|
|
(269.3 |
) |
|||
Decrease in cash and cash equivalents |
|
(65.7 |
) |
|
|
(253.9 |
) |
|||
Cash and cash equivalents at beginning of period |
|
244.2 |
|
|
|
454.9 |
|
|||
Cash and cash equivalents at end of period |
$ |
178.5 |
|
|
$ |
201.0 |
|
|||
——————————————————
Activity related to our discontinued operations has not been segregated in our consolidated statements of cash flows. See “Note B – Discontinued Operations” for a summarization of significant non-cash items related to discontinued operations.
We believe we have access to adequate resources 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. These resources include cash and cash equivalents and unused committed lines of credit under our Credit Facility, which had a total of $500.0 million of borrowing capacity available to be drawn as of August 31, 2024.
Although we do not currently anticipate a need, we believe that we could access the financial markets to sell long-term debt or equity securities. However, the continuation of uncertain economic conditions, including those caused by a high 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.
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 arise 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 $41.1 million during the first quarter of fiscal 2025, down from $59.7 million in the first quarter of fiscal 2024. The decrease was primarily due to lower net earnings from core operations and a $25.7 million decrease in dividends from unconsolidated joint ventures.
27
Investing Activities
Net cash used by investing activities was $88.7 million during the first quarter of fiscal 2025, compared to $44.3 million during the first quarter of fiscal 2024. Net cash used by investing activities in the first quarter of fiscal 2025 was driven primarily by the acquisition of Ragasco and capital expenditures partially offset by proceeds from the sale of 51% of the nominal share capital of our former Sustainable Energy Solutions operating segment on May 29, 2024.
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 any such opportunities may require additional financing. However, there can be no assurance 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 $18.1 million during the first quarter of fiscal 2025, compared to $269.3 million in the first quarter of fiscal 2024. During the first quarter of fiscal 2025, we paid $6.8 million to repurchase 150,000 common shares and paid dividends of $8.1 million on the common shares. During the first quarter of fiscal 2024, we paid dividends of $15.7 million on the common shares and repaid $243.8 million of long-term debt associated with the redemption of the 2026 Notes.
Common shares – On September 24, 2024, the Board declared a quarterly dividend of $0.17 per common share payable on December 27, 2024, to shareholders of record at the close of business on December 13, 2024. During the first quarter of fiscal 2024, we declared dividends totaling $0.32 per common share under our pre-Separation capital structure.
On March 20, 2019, the Board authorized the repurchase of up to 6,600,000 common shares.
On March 24, 2021, the Board authorized the repurchase of up to an additional 5,618,464 common shares, increasing the total number of common shares then authorized for repurchase to 10,000,000. As of August 31, 2024, 5,915,000 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 August 31, 2024, 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 outstanding borrowings drawn against the Credit Facility at August 31, 2024, leaving the full borrowing capacity of $500.0 million available for future use.
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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 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 2024 Form 10-K.
Item 3. – Quantitative and Qualitative Disclosures About Market Risk
Market risks have not materially changed from those disclosed in “Part II – Item 7A. – Quantitative and Qualitative Disclosures About Market Risk” of the 2024 Form 10-K.
Item 4. – Controls and Procedures
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 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 the design and operation of our disclosure controls and procedures as of the end of the period covered by this Form 10-Q (the quarterly period ended August 31, 2024). Based on that evaluation, Worthington Enterprises’ principal executive officer and principal financial officer have concluded that such disclosure controls and procedures were designed at the reasonable assurance level and 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 August 31, 2024) 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.
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PART II. OTHER INFORMATION
Item 1. – Legal Proceedings
We are involved in various judicial and administrative proceedings, as both plaintiff and defendant, arising in the ordinary course of business. We do not believe that any such proceedings, individually and in the aggregate, will have a material adverse effect on our business, financial position, results of operation or cash flows.
Item 1A. – Risk Factors
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 2024 Form 10-K, we included a detailed discussion of our risk factors. Our risk factors have not changed significantly from those disclosed in the 2024 Form 10-K. Those 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 2024 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 2024 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.
Item 2. – Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
There were no equity securities of Worthington Enterprises sold by Worthington Enterprises during the three months ended August 31, 2024 that were not registered under the Securities Act of 1933, as amended.
Issuer Purchases of Equity Securities
Common shares withheld to cover tax withholding obligations in connection with the vesting of restricted common shares are treated as common share purchases for purposes of the following table. However, those withheld common shares are not considered common share repurchases under an authorized common share repurchase plan or program. The total number of common shares purchased, as indicated in the table below, include (1) common shares withheld from our employees to satisfy minimum statutory tax withholding obligations arising from the vesting of restricted common shares and (2) common shares repurchased as part of publicly announced plans or programs.
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Maximum Number of |
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Total Number of Common |
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Common Shares that |
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Total Number of |
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Shares Purchased as Part |
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May Yet Be |
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Common Shares |
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Average Price Paid |
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of Publicly Announced |
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Purchased Under the |
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Period |
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Purchased |
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per Common Share |
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Plans or Programs |
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Plans or Programs (1) |
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June 1-30, 2024 |
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68,044 |
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$ |
48.65 |
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30,000 |
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6,035,000 |
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July 1-31, 2024 |
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152,248 |
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45.50 |
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120,000 |
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5,915,000 |
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August 1-31, 2024 |
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203 |
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45.45 |
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- |
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5,915,000 |
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Total |
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220,495 |
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$ |
46.53 |
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150,000 |
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Item 3. – Defaults Upon Senior Securities
Not applicable.
Item 4. – Mine Safety Disclosures
Not applicable.
Item 5. – Other Information
During the quarter ended August 31, 2024, no director or officer (as defined under Rule 16a-1 of the Exchange Act)
Item 6. – Exhibits
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Incorporated by Reference |
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Exhibit No. |
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Exhibit Description |
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Form |
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Exhibit |
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Filing Date |
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10.1 |
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Worthington Enterprises, Inc. 2024 Long-Term Incentive Plan† |
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8-K |
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10.1 |
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9/30/2024 |
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31.1 |
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Rule 13a - 14(a)/15d - 14(a) Certifications (Principal Executive Officer)* |
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31.2 |
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Rule 13a - 14(a)/15d - 14(a) Certifications (Principal Financial Officer)* |
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32.1 |
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32.2 |
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101 |
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Interactive Data Files Pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at August 31, 2024 and May 31, 2024; (ii) Consolidated Statements of Earnings for the three months ended August 31, 2024 and August 31, 2023; (iii) Consolidated Statements of Comprehensive Income for the three months ended August 31, 2024 and August 31, 2023; (iv) Consolidated Statements of Cash Flows for the three months ended August 31, 2024 and August 31, 2023 and (v) Condensed Notes to Consolidated Financial Statements.* |
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104 |
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The cover page from this Quarterly Report on Form 10-Q for the quarter ended August 31, 2024, formatted in Inline XBRL and included in Exhibit 101.* |
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* Filed herewith.
** Furnished herewith.
† Indicates a management contract or compensatory plan or arrangement.
31
Signatures
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 thereunto duly authorized.
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WORTHINGTON ENTERPRISES, INC. |
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Date: October 7, 2024 |
By: |
/s/ Joseph B. Hayek |
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Joseph B. Hayek, |
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Executive Vice President and Chief Financial and Operations Officer |
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(On behalf of the registrant as Duly Authorized Officer and as Principal Financial Officer) |
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32
Exhibit 31.1
RULE 13a-14(a) / 15d-14(a)
CERTIFICATIONS (PRINCIPAL EXECUTIVE OFFICER)
CERTIFICATIONS
I, B. Andrew Rose, certify that:
Date: October 7, 2024 |
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By: |
/s/ B. Andrew Rose |
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B. Andrew Rose, |
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Chief Executive Officer and President |
Exhibit 31.2
RULE 13a-14(a) / 15d-14(a)
CERTIFICATIONS (PRINCIPAL FINANCIAL OFFICER)
CERTIFICATIONS
I, Joseph B. Hayek, certify that:
Date: October 7, 2024 |
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By: |
/s/ Joseph B. Hayek |
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Joseph B. Hayek, |
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Executive Vice President and Chief Financial and Operations Officer |
Exhibit 32.1
CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*
In connection with the Quarterly Report of Worthington Enterprises, Inc. (the “Company”) on Form 10-Q for the quarterly period ended August 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, B. Andrew Rose, Chief Executive Officer and President of the Company, certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
Date: October 7, 2024 |
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/s/ B. Andrew Rose |
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Printed Name: B. Andrew Rose |
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Title: Chief Executive Officer and President |
*These certifications are being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. These certifications shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Worthington Enterprises, Inc. specifically incorporates these certifications by reference.
Exhibit 32.2
CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*
In connection with the Quarterly Report of Worthington Enterprises, Inc. (the “Company”) on Form 10-Q for the quarterly period ended August 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph B. Hayek, Vice President and Chief Financial Officer of the Company, certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
Date: October 7, 2024 |
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/s/ Joseph B. Hayek |
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Printed Name: Joseph B. Hayek |
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Title: Executive Vice President and Chief Financial and Operations Officer |
*These certifications are being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. These certifications shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Worthington Enterprises, Inc. specifically incorporates these certifications by reference.