91 added · 89 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
Fiscal 2025 Operating Income (Loss) Earnings Before Income Taxes Income Tax Expense Net Earnings (1) EPS - Diluted (1) Effective Tax Rate (1) GAAP $ (10,715 ) $ 128,809 $ 33,839 $ 96,053 $ 1.92 26.1 % Impairment of long-lived assets 50,813 50,813 (10,387 ) 40,426 0.81 Restructuring and other expense, net 10,524 10,524 (796 ) 9,728 0.19 Non-cash charges in miscellaneous expense, net - 5,000 - 5,000 0.10 Non-recurring loss in equity income - 3,387 (801 ) 2,586 0.05 Non-GAAP $ 50,622 $ 198,533 $ 45,823 $ 153,793 $ 3.07 23.0 % Fiscal 2024 Operating Income (Loss) Earnings Before Income Taxes Income Tax Expense Net Earnings from Continuing Operations (1) EPS from Continuing Operations - Diluted (1) Effective Tax Rate (1) GAAP $ (73,459 ) $ 74,007 $ 39,027 $ 35,243 $ 0.70 52.6 % Corporate costs eliminated at Separation 19,343 19,343 (4,643 ) 14,700 0.29 Impairment of goodwill and long-lived assets 32,975 32,975 - 32,975 0.65 Restructuring and other expense, net 29,327 29,327 (4,737 ) 24,590 0.49 Separation costs 12,705 12,705 (3,049 ) 9,656 0.19 Non-cash charges in miscellaneous expense - 19,180 (1,922 ) 17,258 0.34 Loss on extinguishment of debt - 1,534 (368 ) 1,166 0.02 Net non-recurring loss in equity income - (1,740 ) 418 (1,322 ) (0.02 ) One-time tax effects of Separation - - 9,197 9,197 0.18 Non-GAAP $ 20,891 $ 187,331 $ 44,131 $ 143,463 $ 2.84 23.5 % Fiscal 2023 Operating Income Earnings Before Income Taxes Income Tax Expense Net Earnings from Continuing Operations (1) EPS from Continuing Operations - Diluted (1) Effective Tax Rate (1) GAAP $ 29,819 $ 160,286 $ 34,535 $ 125,751 $ 2.55 21.5 % Corporate costs eliminated at Separation 41,479 41,479 (9,499 ) 31,980 0.65 Impairment of long-lived assets 484 484 (111 ) 373 0.01 Restructuring and other income, net (367 ) (367 ) 84 (283 ) (0.01 ) Separation costs 6,534 6,534 (1,496 ) 5,038 0.11 Non-cash charges in miscellaneous expense - 4,774 (1,093 ) 3,681 0.07 Net non-recurring loss in equity income - 13,996 (3,206 ) 10,790 0.22 Non-GAAP $ 77,949 $ 227,186 $ 49,856 $ 177,330 $ 3.60 21.9 % (1) Excludes the impact of noncontrolling interest. viii Table of Contents Consolidated Results - Adjusted EBITDA from Continuing Operations 2025 2024 2023 Net earnings from continuing operations (GAAP) $ 94,970 $ 34,980 $ 125,751 Plus: Net loss attributable to noncontrolling interest 1,083 263 - Net earnings before income taxes attributable to controlling interest 96,053 35,243 125,751 Interest expense, net 2,090 1,587 18,298 Income tax expense 33,839 39,027 34,535 EBIT (subtotal) (1) 131,982 75,857 178,584 Corporate costs eliminated at Separation - 19,343 41,479 Impairment of goodwill and long-lived assets (2) 50,813 32,975 484 Restructuring and other expense (income), net 10,524 29,327 (367 ) Separation costs - 12,705 6,534 Non-cash charges in miscellaneous expense (3) 5,000 19,180 4,774 Loss on extinguishment of debt - 1,534 - Non-recurring (gain) loss in equity income (4) 3,387 (1,740 ) 13,996 Adjusted EBIT (subtotal) 201,706 189,181 245,484 Depreciation and amortization 48,262 48,663 45,975 Stock-based compensation (5) 13,521 13,155 14,566 Adjusted EBITDA from continuing operations (non-GAAP) $ 263,489 $ 250,999 $ 306,025 (1) EBIT and adjusted EBIT are non-GAAP financial measures.
(2) Significant pre-tax impairment and restructuring charges include the following: • Impairment of goodwill and long-lived assets : We recognized non-cash charges of $50,050 in fiscal 2025 related to the write-down of intangible assets associated with GTI and $32,203 in fiscal 2024 due to the deconsolidation of our former Sustainable Energy Solutions operating segment. • Restructuring and other expense, net: We recognized a charge of $4,536 in fiscal 2025 related to an increase in the fair value of the contingent liability associated with the Ragasco earnout arrangement and a loss of $30,502 in fiscal 2024 due to the deconsolidation of our former Sustainable Energy Solutions operating segment during the fourth quarter of fiscal 2024.
(4) Includes the following activity within equity income: • A non-cash impairment charge of $3,387 at the Sustainable Energy Solutions joint venture during fiscal 2025. • A net gain of $2,780 associated with the divestiture of the Brazilian operations of Workhorse during fiscal 2024 and the settlement of certain participant balances within the pension plan maintained by WAVE. • A pre-tax loss of $16,059 related to the sale of our 50% noncontrolling equity investment in ArtiFlex during fiscal 2023. • A net gain of $2,063 related to a sale-leaseback transaction during fiscal 2023.
(5) Excludes $2,655 of stock-based compensation reported in restructuring and other expense, net in our consolidated statement of earnings during fiscal 2025 related to the accelerated vesting of certain outstanding equity awards upon the retirement of our former CEO effective November 1, 2024. ix Table of Contents PAR T I Unless otherwise indicated, all Note references in this Form 10-K refer to the notes to the Consolidated Financial Statements included in “Part II – Item 8. – Financial Statements and Supplementary Data” of this Form 10-K.
Through continuous improvement initiatives, we believe we can achieve improved metrics for product quality, service, delivery, workforce safety and waste reduction to further optimize cost, productivity and efficiencies, while creating a resilient and efficient operating platform that can remain agile regardless of external market conditions. 1 Table of Contents The Worthington Business System Strategic Business Developments Elgen Acquisition : On June 18, 2025, we acquired Elgen, a leading provider of HVAC components, ductwork, and structural framing used primarily in commercial building applications across North America.
With the acquisition of Elgen on June 18, 2025, we expanded our portfolio to include HVAC parts and components, further strengthening our position across the end markets we serve.
Ragasco Acquisition : On June 3, 2024, we completed the acquisition of Ragasco, a leading global manufacturer of composite propane cylinders based in Norway.
Additionally, management may exclude other items from non-GAAP financial measures that do not occur in the ordinary course of our ongoing business operations and note them in the reconciliation from net earnings from continuing operations to the non-GAAP financial measure adjusted EBITDA from continuing operations. • Impairment charges are excluded because they do not occur in the ordinary course of our ongoing business operations, are inherently unpredictable in timing and amount, and are non-cash, which management believes facilitates the comparison of historical, current and forecasted financial results. • Restructuring activities consists of established programs that are intended to fundamentally change our operations, and as such are excluded from our non-GAAP financial measures.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports and other information about us are available free of charge through our website as soon as reasonably practicable after those documents are electronically filed with, or furnished to, the SEC.
The evolving and broader use of AI tools and technologies may also impact the effectiveness of our cybersecurity, regulatory compliance and intellectual property protection programs. 10 Table of Contents Artificial Intelligence Our business operations increasingly rely on AI technologies to enhance efficiency, improve decision-making, and provide innovative solutions; while AI offers significant benefits, it also presents several risks that could adversely affect our business, financial condition, and results of operations .
Any adverse change in our access to capital or the terms of our borrowings, including increased costs, could have a negative impact on our financial condition. 14 Table of Contents Information Regarding Future Performance We may release information or guidance regarding our anticipated future performance and such information or guidance may prove to be inaccurate.
Additionally, upon closing, our Sustainable Energy Solutions business, as historically operated, is no longer part of our management structure and therefore the financial position and results of operations of this business are presented within Other on a historical basis through May 29, 2024.
No longer disclosed
Fiscal 2024 Operating Income (Loss) Earnings Before Income Taxes Income Tax Expense (Benefit) Net Earnings from Continuing Operations (1) Diluted EPS - Continuing Operations Effective Tax Rate GAAP $ (73,459 ) $ 74,007 $ 39,027 $ 35,243 $ 0.70 52.6 % Corporate costs eliminated at Separation 19,343 19,343 (4,643 ) 14,700 0.29 Impairment of goodwill and long-lived assets 32,975 32,975 - 32,975 0.65 Restructuring and other expense, net 29,327 29,327 (4,737 ) 24,590 0.49 Separation costs 12,705 12,705 (3,049 ) 9,656 0.19 Non-cash charges in miscellaneous expense - 19,180 (1,922 ) 17,258 0.34 Loss on extinguishment of debt - 1,534 (368 ) 1,166 0.02 Gain on sale of assets in equity income - (2,780 ) 662 (2,118 ) (0.04 ) Pension settlement charge in equity income - 1,040 (244 ) 796 0.02 One-time tax effects of Separation - - 9,197 9,197 0.18 Non-GAAP $ 20,891 $ 187,331 $ 44,131 $ 143,463 $ 2.84 23.5 % Fiscal 2023 Operating Income Earnings Before Income Taxes Income Tax Expense (Benefit) Net Earnings from Continuing Operations (1) Diluted EPS - Continuing Operations Effective Tax Rate GAAP $ 29,819 $ 160,286 $ 34,535 $ 125,751 $ 2.55 21.5 % Corporate costs eliminated at Separation 41,479 41,479 (9,499 ) 31,980 0.65 Impairment of long-lived assets 484 484 (111 ) 373 0.01 Restructuring and other income, net (367 ) (367 ) 84 (283 ) (0.01 ) Separation costs 6,534 6,534 (1,496 ) 5,038 0.11 Pension settlement charge - 4,774 (1,093 ) 3,681 0.07 Loss on sale of investment in Artiflex - 16,059 (3,678 ) 12,381 0.25 Sale lease-back gain in equity income - (2,063 ) 472 (1,591 ) (0.03 ) Non-GAAP $ 77,949 $ 227,186 $ 49,856 $ 177,330 $ 3.60 21.9 % Fiscal 2022 Operating Income Earnings Before Income Taxes Income Tax Expense (Benefit) Net Earnings from Continuing Operations (1) Diluted EPS - Continuing Operations Effective Tax Rate GAAP $ 48,794 $ 210,649 $ 52,701 $ 157,948 $ 3.10 25.0 % Corporate costs eliminated at Separation 48,020 48,020 (11,169 ) 36,851 0.72 Restructuring and other income, net (2,616 ) (2,616 ) 608 (2,008 ) (0.04 ) Non-GAAP $ 94,198 $ 256,053 $ 63,262 $ 192,791 $ 3.78 24.7 % (1) Excludes the impact of noncontrolling interest vii Table of Contents The following table presents a reconciliation from earnings before income taxes to adjusted EBITDA from continuing operations for the past three fiscal years: 2024 2023 2022 Earnings before income taxes (EBIT) $ 74,007 $ 160,286 $ 210,649 Less: net loss attributable to noncontrolling interest (263 ) - - Net earnings before income taxes attributable to controlling interest 74,270 160,286 210,649 Interest expense, net 1,587 18,298 23,852 EBIT (subtotal) 75,857 178,584 234,501 Corporate costs eliminated at Separation (1) 19,343 41,479 48,020 Impairment of goodwill and long-lived assets 32,975 484 - Restructuring and other expense (income), net 29,327 (367 ) (2,616 ) Separation costs 12,705 6,534 - Non-cash charges in miscellaneous expense (2) 19,180 4,774 - Loss on investment in ArtiFlex (3) - 16,059 - Loss on extinguishment of debt (4) 1,534 - - Net gain on sale of assets in equity income (5) (2,780 ) (2,063 ) - Pension settlement charge in equity income (6) 1,040 - - Adjusted EBIT (subtotal) 189,181 245,484 279,905 Depreciation and amortization 48,663 45,975 42,645 Stock-based compensation 13,155 14,566 12,474 Adjusted EBITDA from continuing operations $ 250,999 $ 306,025 $ 335,024 Non-GAAP Footnotes (1) Reflects reductions in certain corporate overhead costs that no longer exist post-Separation.
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. v Table of Contents USE OF NON-GAAP FINANCIAL MEASURES (in thousands) Non-GAAP Financial Measures This Form 10-K includes references to certain financial measures that are not calculated or presented in accordance with GAAP.
Adjusted EBITDA is calculated by adding or subtracting, as appropriate, interest expense, net, income tax expense, depreciation, and amortization to/from net earnings from continuing operations attributable to controlling interest, which is further adjusted to exclude impairment and restructuring charges (gains) as well as other items that management believes are not reflective of, and thus should not be included when evaluating the performance of its ongoing operations, as outlined below.
Exclusions from Non-GAAP Financial Measures Management believes it is useful to exclude the following items from adjusted EBITDA from continuing operations for its own and investors’ assessment of the business for the reasons identified below: • Impairment charges are excluded because they do not occur in the ordinary course of our ongoing business operations, are inherently unpredictable in timing and amount, and are non-cash, which we believe facilitates the comparison of historical, current and forecasted financial results. • Restructuring activities , which can result in both discrete gains and/or losses, arise from established programs that are intended to 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).
(6) Reflects the settlement of certain participant balances within the pension plan maintained by WAVE. viii Table of Contents PAR T I Unless otherwise indicated, all Note references in this Form 10-K refer to the notes to the Consolidated Financial Statements included in “Part II – Item 8. – Financial Statements and Supplementary Data” of this Form 10-K.
Worthington Enterprises’ Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a) or Section 15(d) of the Exchange Act, as well as Worthington Enterprises’ definitive proxy materials for annual meetings of shareholders filed pursuant to Section 14 of the Exchange Act, are available free of charge, on or through our website, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
However, given the potential for challenges, uncertainty and volatility in the domestic and global economies and financial markets, there can be no assurance that our capital resources will be adequate to provide for all of our cash requirements. 13 Table of Contents Litigation We may be subject to legal proceedings or investigations, the resolution of which could negatively affect our results of operations and liquidity.
A default under any of the documents governing our indebtedness could prevent us from borrowing additional funds, limit our ability to pay interest or principal and allow our lenders to declare the amounts outstanding to be immediately due and payable and to exercise certain other remedies.
Accordingly, investors are urged not to place undue reliance on guidance. 15 Table of Contents Environmental, Health and Safety We may incur additional costs related to environmental and health and safety matters.
The loss resulted primarily from unamortized issuance costs and discount included in the carrying amount of the 2026 Notes and the acceleration of the remaining unamortized loss in equity related to a treasury lock derivative instrument executed in connection with the issuance of the 2026 Notes.
(5) Reflects the following activity within equity income associated with the sale or divestiture of assets at Workhorse: • A net gain of $2,780 associated with the divestiture of the Brazilian operations during the second quarter of fiscal 2024. • A net gain of $2,063 related to a sale-leaseback transaction during the fourth quarter of fiscal 2023.
Our 49% noncontrolling interest, which is accounted for under the equity method, does not qualify as a standalone operating segment and therefore will be reported within Other along with unallocated corporate expenses, as discussed further in “Note P – Segment Data.” Additionally, upon closing, our sustainable energy solutions business, as historically operated, is no longer part of our management structure and therefore the financial position and results of operations of this business are presented within Other, on an historical basis, through May 29, 2024.