[10-Q] Worthington Steel, Inc. Quarterly Earnings Report
Worthington Steel operates a single reportable segment focused on flat-rolled steel processing for end-markets such as automotive, heavy truck, agriculture, construction, and energy. The company completed a voluntary retirement program and other severance actions totaling
- Quarterly dividend declared at
$0.16 per share payableDecember 26, 2025 - Asset sale generated cash of
$1.3M and a pre-tax gain of$1.0M - No additional material severance expected for fiscal 2026 after recognizing
$0.4M this quarter
- Effective tax rate rose to
26.6% in the quarter from12.3% a year earlier - Sitem Group noncontrolling interests include redemption rights classified in mezzanine equity, adding potential balance sheet uncertainty
- Company remains exposed to cyclical steel industry risks and commodity/price volatility as disclosed
Insights
Cash returns and one‑time items modestly affect near‑term cash flow.
The declared One-time proceeds from asset sales ( Monitor quarterly cash flow statements and working capital movements in the next 1–3 quarters to confirm whether recurring operations support the dividend without tapping external markets.
Integration and joint venture structure drive accounting and operational complexity.
Majority interests in multiple joint ventures (for example, WSCP 63% and the Sitem Group 52%) are consolidated, while certain Sitem noncontrolling interests carry redemption rights classified in mezzanine equity, which affects balance sheet presentation and potential future cash/ownership changes.
Restructuring actions—facility consolidation in Ohio and the resulting severance—reflect capacity alignment efforts. Track Sitem-related redemption triggers and future disclosures about noncontrolling interest settlements over the next 6–18 months for balance sheet and dilution implications.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended |
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from ___________ to ___________ |
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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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(Address of principal executive offices) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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 ☐ No
APPLICABLE ONLY TO CORPORATE ISSUERS:
On October 7, 2025, the number of common shares, without par value, of the registrant issued and outstanding was
Table of Contents
TABLE OF CONTENTS
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Cautionary Note Regarding Forward-Looking Statements |
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Part I. Financial Information |
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Item 1. |
Financial Statements |
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Consolidated Balance Sheets – August 31, 2025 and May 31, 2025 |
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Consolidated Statements of Earnings – Three Months Ended August 31, 2025, and August 31, 2024 |
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Consolidated Statements of Comprehensive Income – Three Months Ended August 31, 2025, and August 31, 2024 |
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Consolidated Statements of Cash Flows – Three Months Ended August 31, 2025, and August 31, 2024 |
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5 |
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Consolidated Statements of Equity and Mezzanine Equity – Three Months Ended August 31, 2025, and August 31, 2024 |
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Condensed Notes to Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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38 |
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Item 4. |
Controls and Procedures |
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Part II. Other Information |
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Item 1. |
Legal Proceedings |
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Item 1A. |
Risk Factors |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. |
Defaults Upon Senior Securities |
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Item 4. |
Mine Safety Disclosures |
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Item 5. |
Other Information |
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Item 6. |
Exhibits |
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Signatures |
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Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING StatementS
Selected statements made by Worthington Steel, Inc. (“Worthington Steel” and, together with its consolidated subsidiaries, the “Company,” “we,” “us,” or “our”) contained in this Quarterly Report on Form 10-Q (this “Form 10-Q”), including, without limitation, in “PART I – Item 1. – Note 5 – Contingent Liabilities and Commitments” and in “PART I – Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations,” constitute “forward-looking statements,” as that term is used in the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”). Forward-looking statements reflect the Company’s current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “should,” “would,” “intend,” “plan,” “will,” “likely,” “estimate,” “project,” “position,” “strategy,” “target,” “aim,” “seek,” “foresee,” or other similar words or phrases. These forward-looking statements include, without limitation, statements relating to:
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Table of Contents
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:
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The Company notes 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. Any forward-looking statements in this Form 10-Q are based on current information as of the date of this Form 10-Q, and the Company assumes no obligation to correct or update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
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PART I. FINANCIAL INFORMATION
Item 1. – Financial Statements
WORTHINGTON STEEL, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts)
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(Unaudited) |
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August 31, |
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May 31, |
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2025 |
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2025 |
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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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Restricted cash |
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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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Assets held for sale |
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Prepaid expenses and other current assets |
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Total current assets |
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Investment in unconsolidated affiliate |
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Operating lease right-of-use assets |
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Finance lease right-of-use assets, net of accumulated amortization of $ |
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Goodwill |
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Other intangible assets, net of accumulated amortization of $ |
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Deferred income taxes |
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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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See condensed notes to consolidated financial statements.
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Table of Contents
WORTHINGTON STEEL, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts)
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(Unaudited) |
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August 31, |
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May 31, |
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2025 |
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2025 |
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Liabilities, mezzanine equity, and equity |
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Current liabilities: |
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Accounts payable |
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$ |
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Short-term borrowings |
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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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Current finance lease liabilities |
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Income taxes payable |
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Current maturities of long-term debt |
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Total current liabilities |
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Other liabilities |
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Long-term debt |
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Noncurrent operating lease liabilities |
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Noncurrent finance lease liabilities |
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Deferred income taxes, net |
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Total liabilities |
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Mezzanine equity: |
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Redeemable noncontrolling interest (Redeemable NCI) |
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Total mezzanine equity |
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Shareholders’ equity – controlling interest: |
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Preferred shares, without value; authorized – |
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Common shares, par value; authorized – |
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Additional Paid-in Capital (APIC) |
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Retained Earnings |
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Accumulated other comprehensive loss, net of taxes of $( |
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Total Shareholders’ equity – controlling interest |
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Noncontrolling interests (NCI) |
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Total equity |
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Total liabilities, mezzanine equity, and equity |
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$ |
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$ |
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See condensed notes to consolidated financial statements.
2
Table of Contents
WORTHINGTON STEEL, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In millions, except per share amounts)
(Unaudited)
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Three Months Ended |
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August 31, |
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August 31, |
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2025 |
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2024 |
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Net sales |
$ |
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$ |
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Cost of goods sold |
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Gross margin |
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Selling, general and administrative expense |
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Restructuring and other (income), net |
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Operating income |
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Other income (expense): |
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Miscellaneous income (expense), net |
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Interest expense, net |
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Equity in net income of unconsolidated affiliate |
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Earnings before income taxes |
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Income tax expense |
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Net earnings |
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Net earnings attributable to noncontrolling interests |
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Net earnings attributable to Worthington Steel |
$ |
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$ |
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Deemed dividend of redeemable noncontrolling interest |
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Net earnings attributable to Worthington Steel shareholders |
$ |
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$ |
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Basic |
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Weighted average common shares outstanding |
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Earnings per share attributable to Worthington Steel shareholders |
$ |
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$ |
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Diluted |
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Weighted average common shares outstanding |
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Earnings per share attributable to Worthington Steel shareholders |
$ |
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$ |
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Common shares outstanding at end of period |
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Cash dividends declared per share |
$ |
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$ |
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See condensed notes to consolidated financial statements.
3
Table of Contents
WORTHINGTON STEEL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
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Three Months Ended |
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August 31, |
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August 31, |
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2025 |
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2024 |
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Net earnings attributable to Worthington Steel |
$ |
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$ |
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Net earnings attributable to noncontrolling interests |
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Net earnings |
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Other comprehensive income, net of tax |
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Foreign currency translation |
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Cash flow hedges |
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Other comprehensive income |
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Comprehensive income |
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Comprehensive income attributable to noncontrolling interests |
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Comprehensive income attributable to Worthington Steel |
$ |
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$ |
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See condensed notes to consolidated financial statements.
4
Table of Contents
WORTHINGTON STEEL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
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Three Months Ended |
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August 31, |
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August 31, |
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2025 |
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2024 |
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Operating activities: |
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Net earnings |
$ |
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$ |
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Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: |
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Depreciation and amortization |
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Benefit from deferred income taxes |
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Bad debt income |
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Equity in net income of unconsolidated affiliate, net of distributions |
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Net (gain) loss on sale of assets |
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Stock-based compensation |
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Changes in assets and liabilities, net of impact of acquisitions: |
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Receivables |
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Inventories |
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Accounts payable |
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Accrued compensation and employee benefits |
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Other operating items, net |
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Net cash (used in) provided by operating activities |
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Investing activities: |
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Investment in property, plant and equipment |
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Acquisitions, net of cash acquired |
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Proceeds from sale of assets, net of selling costs |
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Net cash used in investing activities |
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Financing activities: |
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Proceeds from (repayment of) short-term borrowings |
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Proceeds from revolving credit facility borrowings - swing loans |
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Repayment of revolving credit facility borrowings - swing loans |
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Proceeds from long-term debt, net of issuance costs |
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Principal payments on long-term debt |
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Proceeds from issuance of common shares, net of tax withholdings |
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Payments to noncontrolling interests |
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Dividends paid |
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Net cash provided by (used in) financing activities |
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Effects of exchange rate changes on cash, cash equivalents, and restricted cash |
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Decrease in cash, cash equivalents and restricted cash |
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Cash, cash equivalents, and restricted cash at beginning of period |
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Cash, cash equivalents, and restricted cash at end of period |
$ |
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$ |
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See condensed notes to consolidated financial statements.
5
Table of Contents
WORTHINGTON STEEL, INC.
CONSOLIDATED STATEMENTS OF EQUITY AND MEZZANINE EQUITY
(In millions, except per common share amounts)
(Unaudited)
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Shareholders’ Equity |
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Mezzanine |
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Controlling Interest |
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Equity |
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Common Shares |
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AOCI, |
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Retained |
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Redeemable |
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Shares |
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Amount |
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APIC |
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Net of Tax |
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Earnings |
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Total |
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NCI |
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Total |
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NCI |
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Balance at May 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Acquisition (Note 12) |
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|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
Contribution of Tempel Nagold (Note 12) |
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
|
|
Net earnings (loss) |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Other comprehensive income |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|||
Common shares issued, net of withholding tax |
|
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
Theoretical common shares in non-qualified deferred compensation plans |
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|||
Stock-based compensation |
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|||
Redemption value adjustments on redeemable NCI |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
|
|
Cash dividends declared ($ |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
Balance at August 31, 2025 |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
|
Shareholders’ Equity |
|
|
|
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine |
|
|||||||||
|
Controlling Interest |
|
|
|
|
|
|
|
|
Equity |
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Common Shares |
|
|
|
|
|
AOCI, |
|
|
Retained |
|
|
|
|
|
|
|
|
|
|
|
Redeemable |
|
||||||||||||
|
Shares |
|
|
Amount |
|
|
APIC |
|
|
Net of Tax |
|
|
Earnings |
|
|
Total |
|
|
NCI |
|
|
Total |
|
|
NCI |
|
|||||||||
Balance at May 31, 2024 |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|||||||
Net earnings |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
||||
Other comprehensive income |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|||
Common shares issued, net of withholding tax |
|
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
Stock-based compensation |
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|||
Dividends to noncontrolling interests |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
Cash dividends declared ($ |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
Balance at August 31, 2024 |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|||||||
See condensed notes to consolidated financial statements.
6
Table of Contents
WORTHINGTON STEEL, INC.
Condensed Notes to CONSOLIDATED Financial Statements
(Unaudited)
Note 1 – Description of Business and Basis of Presentation
Description of Business
The Company is one of North America’s premier value-added steel processors with the ability to provide a diversified range of products and services that span a variety of end markets. The Company maintains market-leading positions in the North American carbon flat-rolled steel and tailor welded blank industries and is one of the largest global producers of electrical steel laminations. For over
On December 1, 2023 at 12:01 a.m., Eastern Time, Worthington Enterprises, Inc., then known as Worthington Industries, Inc. (the “Former Parent”), completed the spin-off of its steel processing business, Worthington Steel, into a stand-alone publicly traded company. On November 30, 2023, in connection with the Separation, the Company entered into several agreements with the Former Parent that govern the relationship between the Former Parent and the Company following the Separation, including the Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Steel Supply and Services Agreement, and Transition Services Agreement.
Basis of Presentation
The consolidated financial statements include the accounts of Worthington Steel and its consolidated subsidiaries. Material intercompany accounts and transactions are eliminated.
On June 3, 2025, the Company, through its wholly owned subsidiary Tempel Steel Company, LLC (“Tempel”), completed its acquisition of
The Company owns controlling interests in the following
The Company owns a noncontrolling interest (
Organizational Structure and Operating Segment
The Company’s operations are managed principally on a products and services basis under a single group organizational structure. The Company has determined that it has only
7
Table of Contents
determining how resources should be allocated, and how the Company releases information to the public and analysts. The Company’s CODM is Worthington Steel’s chief executive officer (“.
New Accounting Policy - Redeemable Noncontrolling Interest
During the first quarter of fiscal 2026, the Company entered into an agreement with certain minority interest holders of the Sitem Group that provides them with redemption rights (i.e., put options) that could require the Company to purchase the minority interest holders’ remaining
At initial recognition, redeemable noncontrolling interests are recorded at their issuance-date, or acquisition date, fair value. Subsequently, redeemable noncontrolling interests that are currently redeemable, or probable of becoming redeemable, are adjusted to the greater of (i) current redemption value or (ii) initial carrying amount. Adjustments to redemption value are recorded through retained earnings or, in the absence of retained earnings, through additional paid-in capital. Upward adjustments are considered a deemed dividend, and would result in a reduction to earnings available to common shareholders for the calculation of earnings per common share. For additional information, see “Note 9 – Mezzanine Equity.”
Prior-period financial statements were not recast, as these redemption rights were not applicable in prior periods.
Restricted Cash
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows as of the beginning and end of the periods presented:
|
Three Months Ended |
|
|||||
|
August 31, |
|
|
August 31, |
|
||
(In millions) |
2025 |
|
|
2024 |
|
||
Reconciliation of cash, cash equivalents, and restricted cash, beginning of period |
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
||
Total cash and cash equivalents and restricted cash, at beginning of period |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Reconciliation of cash, cash equivalents, and restricted cash, end of period |
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
||
Total cash and cash equivalents and restricted cash, at end of period |
$ |
|
|
$ |
|
||
Concentration of Net Sales
The Company sells its products and services to a diverse customer base and a broad range of end markets. The automotive industry is the largest end market for the Company, which is largely driven by the production schedules of Ford, General Motors and Stellantis North America (the “Detroit Three Automakers”).
While the Company’s business is not dependent on any one customer, net sales to certain customers were at least 10% of the Company’s consolidated net sales for the periods presented. A significant loss of, or decrease in, business from any of these customers could have a material adverse effect on the Company’s consolidated net sales and financial results if the Company was not able to obtain replacement business. Also, the Company’s sales may be increasingly sensitive to deterioration in the financial condition of, or other adverse developments with respect to, one or more of the Company’s largest customers.
8
Table of Contents
The following table summarizes the concentration percentage of consolidated net sales for the periods presented:
|
|
Three Months Ended |
|
|||||
|
|
August 31, |
|
|
August 31, |
|
||
(Percentage of Net Sales) |
|
2025 |
|
|
2024 |
|
||
End Market – Automotive |
|
|
% |
|
|
% |
||
Detroit Three Automakers |
|
|
% |
|
|
% |
||
Largest Automotive Customers: |
|
|
|
|
|
|
||
Customer A |
|
|
% |
|
|
% |
||
Customer B |
|
|
% |
|
|
% |
||
Preparation of Financial Statements Including the Use of Estimates
These interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“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 that are of a normal and recurring nature 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 2026 are not necessarily indicative of the results that may be expected for the entirety of fiscal 2026 or any other quarter. For further information, refer to the consolidated and combined financial statements and notes thereto included in the 2025 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.
Reclassifications: Certain amounts disclosed within the Company’s consolidated statement of cash flow for the first quarter of fiscal 2026 earnings release have been reclassified to conform to the current presentation of the net (gain) loss on sale of assets and proceeds from sale of assets, net of selling costs. These reclassifications had no impact on total cash, cash equivalents, and restricted cash.
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
There have been no new accounting standards adopted since the filing of the 2025 Form 10-K that have significance, or potential significance, to the interim condensed consolidated financial statements.
New Accounting Pronouncements Not Yet Adopted
Disaggregation of Income Statement Expenses – In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards (“ASU”) Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This guidance requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the financial statements to provide enhanced transparency into the expense captions presented on the statement of earnings. It is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. Adoption may be applied either prospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact of this guidance on the Company’s related disclosures.
Improvements to Income Tax Disclosures – In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures, which expands disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the effect the adoption of the ASU may have on its disclosures.
Note 2 – Revenue Recognition
The Company recognizes revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration it expects to receive for those goods or services, including any variable consideration.
9
Table of Contents
The Company generates revenue by processing steel to the precise type, thickness, length, width, shape, and surface quality required by customer specification. The Company can also toll process steel for steel mills, large end-users and service centers. Toll processing revenue is recognized over time. All other revenue is recognized at a point in time, generally upon shipment to the customer.
The following table summarizes net sales by product class for the periods presented:
|
Three Months Ended |
|
|||||
|
August 31, |
|
|
August 31, |
|
||
(In millions) |
2025 |
|
|
2024 |
|
||
Product class |
|
|
|
|
|
||
Direct |
$ |
|
|
$ |
|
||
Toll |
|
|
|
|
|
||
Total |
$ |
|
|
$ |
|
||
The following table summarizes the unbilled receivables and contract assets at the dates indicated:
|
|
|
August 31, |
|
|
May 31, |
|
||
(In millions) |
Balance Sheet Classification |
|
2025 |
|
|
2025 |
|
||
Unbilled receivables |
Receivables |
|
$ |
|
|
$ |
|
||
Contract assets |
Prepaid expenses and other current assets |
|
$ |
|
|
$ |
|
||
The following table summarizes the changes in contract liabilities for the periods presented:
(In millions) |
|
|
|
|
Balance at May 31, 2025 |
|
$ |
|
|
Unearned revenue from cash received during the period |
|
|
|
|
Revenue recognized related to contract liability balance |
|
|
( |
) |
Balance at August 31, 2025 |
|
$ |
|
|
Note 3 – Investment in Unconsolidated Affiliate
Investments in affiliated companies that the Company does not control, either through majority ownership or otherwise, are accounted for using the equity method. The Company owns a noncontrolling interest (
The Company did
The following tables summarize certain financial information of Serviacero Worthington as of the dates, and for the periods, presented:
|
August 31, |
|
|
May 31, |
|
||
(In millions) |
2025 |
|
|
2025 |
|
||
Cash and cash equivalents |
$ |
|
|
$ |
|
||
Other current assets |
|
|
|
|
|
||
Noncurrent assets |
|
|
|
|
|
||
Total assets |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
||
Other noncurrent liabilities |
|
|
|
|
|
||
Equity |
|
|
|
|
|
||
Total liabilities and equity |
$ |
|
|
$ |
|
||
10
Table of Contents
|
Three Months Ended |
|
|
|||||
|
August 31, |
|
|
August 31, |
|
|
||
(In millions) |
2025 |
|
|
2024 |
|
|
||
Net sales |
$ |
|
|
$ |
|
|
||
Gross margin |
|
|
|
|
|
|
||
Operating income |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Interest expense |
|
|
|
|
|
|
||
Income tax expense |
|
|
|
|
|
|
||
Net earnings |
|
|
|
|
|
|
||
The following table presents the net earnings of Serviacero Worthington attributable to the Company for the periods presented:
|
Three Months Ended |
|
|
|||||
|
August 31, |
|
|
August 31, |
|
|
||
(In millions) |
2025 |
|
|
2024 |
|
|
||
Equity in net income of unconsolidated affiliate |
$ |
|
|
$ |
|
|
||
Note 4 – Restructuring and Other (Income), Net
The Company considers restructuring activities to be programs whereby it fundamentally changes its 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 the restructuring activities, combined with a reconciliation to the restructuring and other (income), net financial statement caption in the Company’s consolidated statement of earnings as of the dates presented, is summarized below:
(In millions) |
|
Balance, as of |
|
|
Expense |
|
|
|
|
|
|
|
|
Balance, as of |
|
|||||
|
|
May 31, 2025 |
|
|
(Income) |
|
|
Payments |
|
|
Adjustments |
|
|
August 31, 2025 |
|
|||||
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Net gain on sale of assets |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Restructuring and other (income), net |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
||||||
During the three months ended August 31, 2025, the following actions were taken related to our restructuring activities:
The total liability as of August 31, 2025, is expected to extend past the 12 months from August 31, 2025, due to the severance period.
11
Table of Contents
Note 5 – Contingent Liabilities and Commitments
Legal Proceedings
The Company is a defendant in certain legal proceedings that are incidental to its business. In the opinion of management, the outcome of these legal proceedings, which is not clearly determinable at the present time, individually and in the aggregate, would not have a material adverse effect on the Company, its consolidated financial position, future results of operations or cash flows. The Company has recorded a liability, as necessary, to provide for the anticipated costs, including legal defense costs, associated with the resolution of these legal proceedings. However, the possibility exists that the costs to resolve these legal proceedings could differ materially from the recorded estimates and, therefore, have a material effect on the Company, its consolidated financial position, future results of operations or cash flows for the periods in which they are resolved.
Note 6 – Guarantees
The Company does not have guarantees that it believes are reasonably likely to have a material current or future effect on its consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
At August 31, 2025, the Company had in place outstanding stand-by letters of credit in the aggregate amount of $
Note 7 – Debt
The following table summarizes the Company’s debt outstanding at the dates presented:
|
|
Rate |
|
|
August 31, |
|
|
May 31, |
|
||
(In millions) |
Security |
Type |
Rate |
Maturity |
2025 |
|
|
2025 |
|
||
Long-term debt: |
|
|
|
|
|
|
|
|
|
||
Canadian Expansion Loans: |
|
|
|
|
|
|
|
|
|
||
FED DEV Loan |
Unsecured |
– |
– |
$ |
|
|
$ |
|
|||
BDC Loan |
Secured |
Variable |
BDC Floating Base Rate minus |
|
|
|
|
- |
|
||
AMIC Loan |
Unsecured |
Fixed |
|
|
|
|
- |
|
|||
|
|
|
|
|
|
|
|
|
|
||
Sitem Group Term Loans: |
|
|
|
|
|
|
|
|
|
||
Sitem Group Term Loan 1 (a) |
Unsecured |
Variable |
Euribor 3m/360 + |
|
|
|
|
- |
|
||
Sitem Group Term Loan 2 |
Unsecured |
Fixed |
|
|
|
|
- |
|
|||
Sitem Group Term Loan 3 |
Secured |
Fixed |
|
|
|
|
- |
|
|||
Sitem Group Term Loan 4 |
Unsecured |
Fixed |
|
|
|
|
- |
|
|||
Sitem Group Term Loan 5 (b) |
Unsecured |
Variable |
Euribor 3m/360 + |
|
|
|
|
- |
|
||
Sitem Group Term Loan 6 |
Unsecured |
Fixed |
|
|
|
|
- |
|
|||
Sitem Group Term Loan 7 (b) |
Unsecured |
Variable |
Euribor 1m/360 + |
|
|
|
|
- |
|
||
Sitem Group Term Loan 8 |
Secured |
Variable |
Euribor 1m/360 + |
|
|
|
|
- |
|
||
Sitem Group Term Loan 9 (c) |
Secured |
Variable |
Euribor 3m/360 + |
|
|
|
|
- |
|
||
Sitem Group Term Loan 10 |
Secured |
Variable |
Euribor 3m/360 + |
|
|
|
|
- |
|
||
Sitem Group Term Loan 11 |
Unsecured |
Variable |
Euribor 3m/360 + |
|
|
|
|
- |
|
||
Sitem Group Term Loan 12 |
Unsecured |
Fixed |
|
|
|
|
- |
|
|||
Sitem Group Term Loan 13 |
Secured |
Fixed |
|
|
|
|
- |
|
|||
Standstill Agreement – Sitem Group |
Secured |
Variable |
SARON (subject to |
|
|
|
|
- |
|
||
Total |
|
|
|
|
|
|
|
|
|
||
Less: current maturities of long-term debt |
– |
– |
– |
– |
|
|
|
|
- |
|
|
Long-term debt, net of current maturities |
|
|
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
||
Short-term borrowing and current maturities: |
|
|
|
|
|
|
|
|
|
||
Revolving credit facility |
Secured |
Variable |
Various |
$ |
|
|
$ |
|
|||
Current maturities of long-term debt |
– |
– |
– |
– |
|
|
|
|
- |
|
|
Total short-term borrowings and current maturities |
|
|
|
|
|
|
|
|
|
||
Total Debt |
|
|
|
|
$ |
|
|
$ |
|
||
|
12
Table of Contents
The following table provides the maturities of long-term debt in the next five years and the remaining years thereafter as of August 31, 2025:
(In millions) |
|
|
|
Year 1 |
$ |
|
|
Year 2 |
|
|
|
Year 3 |
|
|
|
Year 4 |
|
|
|
Year 5 |
|
|
|
Thereafter |
|
|
|
Total |
$ |
|
|
As of August 31, 2025, there are $
Short-Term borrowings
Revolving Credit Facility
On November 30, 2023, the Company entered into a senior secured revolving credit facility scheduled to mature on
The Credit Facility permits borrowings under two types of borrowing mechanisms: (i) Term SOFR Rate Loans (as defined in the Credit Facility) and (ii) a swing loan. The Term SOFR Rate Loans permit the Company to draw a specific principal amount for a defined maturity of up to
The swing loan permits the Company to draw on the Credit Facility at any time up to a maximum of the greater of (i) $
The Credit Facility is secured by a first priority lien (subject to permitted liens and certain other exceptions) on certain working capital assets of the Company and the guarantors, including accounts and inventory, but excluding intellectual property, real property and equity interests, and subject to customary exceptions.
The Company currently has no material contractual or regulatory restrictions on the payment of dividends provided that no event of default exists under the Credit Facility and it meets the minimum availability threshold thereunder.
As of August 31, 2025 and May 31, 2025, the weighted average interest rate on the outstanding interest-bearing debt under the Credit Facility was
13
Table of Contents
Long-Term Debt
Canadian Government Regional Economic Growth Loan
Tempel, a wholly owned subsidiary of Worthington Steel, owns a subsidiary in Canada (“Tempel Canada”). On December 17, 2024, Tempel Canada entered into an agreement with the Federal Economic Development Agency for Southern Ontario, Canada, through the Canadian Government’s Regional Economic Growth Innovation program, which provided a
As of August 31, 2025 and May 31, 2025, the amount outstanding under the FED DEV Loan was $
Business Development Bank of Canada Canadian Loan
On March 25, 2025, Tempel Canada entered into a letter of offer (“BDC Letter”) with Business Development Bank of Canada (“BDC”). Pursuant to the terms of the BDC Letter, BDC committed to lend Tempel Canada up to CAD $
The BDC Loan is structured as a construction draw loan. The draw period for the BDC Loan will lapse on March 21, 2026, unless extended by BDC. Monthly interest only payments will be due until July 1, 2026, at which point the BDC Loan will also be subject to monthly amortization payments until maturity.
Worthington Steel guarantees the payment obligations of Tempel Canada in respect of the BDC Loan. As amended during the first quarter of fiscal 2026, the guarantee is for the full amount of the BDC Loan amount on the date of any demand. Provided that there has never been a breach of certain default conditions, the guarantee is reduced to 50% of the outstanding BDC Loan balance once the principal amount outstanding is less than CAD $
The BDC Loan contains representations, covenants and events of default customary for transactions of this nature, including that Tempel Canada will maintain a total debt to tangible equity ratio of
As of August 31, 2025, the amount outstanding under the BDC Loan was $
Canadian Advanced Manufacturing and Innovation Competitiveness (“AMIC”) Loan
On May 12, 2025, Tempel Canada entered into an agreement with the Province of Ontario’s Minister of Economic Development, Job Creation and Trade, which provided a loan for up to CAD $
As of August 31, 2025, the amount outstanding under the AMIC Loan was $
14
Table of Contents
Sitem Group
The Company assumed the liabilities of the Sitem Group as part of the acquisition and recorded the Sitem Group liabilities within the Company’s consolidated balance sheet. The Sitem Group’s obligations included various Euro-denominated term loans, which have varying maturities, varying interest rates, interest rate mechanisms, and have periodic payments due until maturity. The obligations, along with the relevant loan terms, are included in the summary table within this footnote. Sitem Group was in compliance with its financial covenants as of August 31, 2025.
Standstill Agreement – Sitem Group
Sitem Group, through its subsidiary Stanzwerk AG, entered into a standstill agreement (the “standstill agreement”) with UBS Switzerland AG, as agent and a syndicate of lenders in April 2025. The agreement relates to bilateral credit facilities originally provided to Stanzwerk AG in the aggregate principal amount of CHF
The standstill agreement provides for continued use of the facilities solely for loan advances and requires pro rata utilization of the credit lines across participating lenders. Borrowings bear interest at the applicable reference rate (which is based on the Swiss Average Rate Overnight and has a floor of zero) plus a
The standstill agreement contains financial covenants requiring Stanzwerk AG to maintain (i) a minimum equity ratio of
Other Debt
Other – Tempel China
Tempel owns a subsidiary in China (“Tempel China”), and Tempel China utilizes multiple short-term loan facilities, which are used to finance raw material purchases, and are collateralized by Tempel China property and equipment. There were
As of August 31, 2025, Tempel China had two active short term facilities, for an aggregate amount of CNY
Other – Tempel India
Tempel owns a subsidiary in India (“Tempel India”) which has
The aggregate size of the Tempel India credit facilities is INR
Letters of credit may be drawn against the aggregate limit of these credit facilities, excluding any amounts drawn by the lines of credit. As of August 31, 2025 and May 31, 2025, no amounts under the Tempel India credit facilities were due to the financial institutions. The purchases, made in the normal course of business that are supported by the letters of credit, are recorded in accounts payable in the consolidated balance sheets as of August 31, 2025 and May 31, 2025.
15
Table of Contents
Other – Sitem Slovakia
Tempel owns a majority interest in a subsidiary in Slovakia (“Sitem Slovakia”), and Sitem Slovakia has an overdraft line of credit in the amount of €
Note 8 – Other Comprehensive Income (Loss)
Other Comprehensive Income (Loss):
|
Three Months Ended |
|
|||||||||||||||||||||
|
August 31, 2025 |
|
|
August 31, 2024 |
|
||||||||||||||||||
(In millions) |
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) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Accumulated Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Foreign |
|
|
Pension |
|
|
|
|
|
|
|
||||
|
|
Currency |
|
|
Liability |
|
|
Cash Flow |
|
|
|
|
||||
(In millions) |
|
Translation |
|
|
Adjustment |
|
|
Hedges |
|
|
AOCI |
|
||||
Balance at May 31, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income before reclassifications |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reclassification adjustments to net earnings (1) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Income tax effect |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at August 31, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Foreign |
|
|
Pension |
|
|
|
|
|
|
|
||||
|
|
Currency |
|
|
Liability |
|
|
Cash Flow |
|
|
|
|
||||
(In millions) |
|
Translation |
|
|
Adjustment |
|
|
Hedges |
|
|
AOCI |
|
||||
Balance at May 31, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Reclassification adjustments to net earnings (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax effect |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at August 31, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Note 9 – Mezzanine Equity
Mezzanine Equity: The Sitem Group purchase agreement includes a series of put options and call options. The put options are held by the minority investors of the Sitem Group, which provide the right to sell up to
The put and call options are considered redeemable noncontrolling interests as: 1) the minority shareholders can put the Sitem Group
16
Table of Contents
shares to the Company; 2) the put is outside of the Company’s control; and 3) redemption is possible as it is based upon specified financial metrics. As a result, the redeemable noncontrolling interest is presented as mezzanine equity.
The put and call options cannot be separated from the noncontrolling interest. Due to the redemption features, the minority interest is classified as a redeemable noncontrolling interest within mezzanine equity on the Company’s consolidated balance sheets. For additional information, see “Note 12 – Acquisitions.”
Redeemable noncontrolling interests are initially recorded at the issuance date fair value, which is the acquisition date for the Sitem Group transaction. When redeemable noncontrolling interest is currently redeemable, or probable of becoming redeemable, it is subsequently adjusted to the greater of current redemption value or initial carrying value. The redemption value is updated at least annually in connection with a third-party valuation. Interim periods rely on a roll forward approach, unless circumstances materially change (e.g., significant deviation from forecast, changes in key metrics, or material foreign currency movements).
The redeemable noncontrolling interest remeasurement was adjusted to the current redemption value as of August 31, 2025. For the first quarter of fiscal 2026, this was accounted for as a deemed dividend of redeemable noncontrolling interest equal to $
For the roll forward of mezzanine equity, see the Company’s consolidated statement of equity and mezzanine equity.
Note 10 – Income Taxes
The Company’s effective income tax rate was
The provision for income taxes is based on a current estimate of the annual effective income tax rate adjusted to reflect the impact of discrete items and excludes any impact from the inclusion of net earnings attributable to noncontrolling interests in the consolidated statements of earnings. Net earnings attributable to noncontrolling interests are a result of the Company’s consolidated joint ventures. The net earnings attributable to the noncontrolling interests in the U.S. operations of the Company’s consolidated joint ventures do not generate tax expense to the Company since the investors are taxed directly based on the earnings attributable to the investors. The tax expense of TWB’s wholly owned foreign subsidiaries is reported in the consolidated income tax expense. Management is required to estimate the annual effective income tax rate based upon its forecast of annual pre-tax income for domestic and foreign operations. The Company’s actual effective income tax rate for fiscal 2026 could be materially different from the forecasted rate as of August 31, 2025.
Note 11 – Earnings per Common Share
The following table sets forth the computation of basic and diluted earnings per common share attributable to controlling interest for the periods presented:
|
Three Months Ended |
|
|||||
|
August 31, |
|
|
August 31, |
|
||
(In millions, except per share amounts) |
2025 |
|
|
2024 |
|
||
Numerator (basic & diluted): |
|
|
|
|
|
||
Net earnings |
$ |
|
|
$ |
|
||
Net earnings attributable to noncontrolling interests |
|
|
|
|
|||
Net earnings attributable to Worthington Steel |
$ |
|
|
$ |
|
||
Deemed dividend of redeemable noncontrolling interest |
|
|
|
|
|
||
Net earnings attributable to Worthington Steel shareholders |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Denominator: |
|
|
|
|
|
||
Basic earnings weighted average common shares |
|
|
|
|
|
||
Effect of dilutive securities |
|
|
|
|
|
||
Diluted earnings adjusted weighted average common shares |
|
|
|
|
|
||
Basic earnings per common share attributable to Worthington Steel shareholders |
$ |
|
|
$ |
|
||
Diluted earnings per common share attributable to Worthington Steel shareholders |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Anti-dilutive non-qualified stock options and restricted common share awards(1) |
|
|
|
|
|
||
17
Table of Contents
|
Earnings per common share was calculated based on the weighted-average number of common shares outstanding. Earnings per diluted common share included the weighted-average effect of dilutive restricted common shares and non-qualified stock options on the weighted-average shares outstanding.
The remeasurement of the redeemable noncontrolling interest was accounted for as a deemed dividend of redeemable noncontrolling interest and recorded as an adjustment to retained earnings as well as a reduction to earnings available to common shareholders for the calculation of earnings per common share. Refer to “Note 9 – Mezzanine Equity” for additional information.
Note 12 – Acquisitions
Sitem Group (Fiscal 2026)
On
The total purchase price to be paid by Tempel in the Sitem Group acquisition consisted of the following:
The cash consideration included cash that is contingent on certain customary conditions, of which €
As of the first quarter of fiscal 2026, total acquisition-related expenses, consisting primarily of legal, advisory, and valuation services were $
The Sitem Group transaction includes a series of put options and call options. The net put/call was valued at €
18
Table of Contents
(In millions) |
|
Preliminary |
|
|
Consideration Transferred |
|
|
|
|
Cash Consideration |
|
$ |
|
|
Contingent Consideration - Cash |
|
|
|
|
Subtotal |
|
|
|
|
|
|
|
|
|
Cash Capital Contribution |
|
|
|
|
Contingent Capital Contribution - Cash |
|
|
|
|
Subtotal |
|
|
|
|
|
|
|
|
|
Contribution of Tempel’s electrical steel subsidiary in Nagold, Germany |
|
|
|
|
Total Consideration Transferred |
|
$ |
|
|
|
|
|
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed |
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
Receivables |
|
|
|
|
Inventories |
|
|
|
|
Deferred income tax assets |
|
|
|
|
Prepaid expenses |
|
|
|
|
Operating lease right-of-use assets |
|
|
|
|
Finance lease right-of-use assets |
|
|
|
|
Property, plant and equipment |
|
|
|
|
Intangible assets |
|
|
|
|
Other Assets |
|
|
|
|
Total identifiable assets |
|
|
|
|
Accounts payable |
|
|
( |
) |
Accrued compensation and related taxes |
|
|
( |
) |
Current operating lease liabilities |
|
|
( |
) |
Current finance lease liabilities |
|
|
( |
) |
Noncurrent operating lease liabilities |
|
|
( |
) |
Noncurrent finance lease liabilities |
|
|
( |
) |
Current maturities of long-term debt and short-term debt |
|
|
( |
) |
Deferred income tax liabilities |
|
|
( |
) |
Long-term debt |
|
|
( |
) |
Pension and other postretirement benefit obligations |
|
|
( |
) |
Other non-current liabilities |
|
|
( |
) |
Total identifiable liabilities |
|
|
( |
) |
Sitem Group - Net identifiable assets |
|
|
|
|
Goodwill |
|
|
|
|
Total - Sitem Group |
|
|
|
|
|
|
|
|
|
Redeemable noncontrolling interest - Net Put option |
|
|
( |
) |
Redeemable noncontrolling interest |
|
|
( |
) |
Total - redeemable noncontrolling interest |
|
|
( |
) |
Total |
|
$ |
|
|
In addition to the redeemable noncontrolling interest above of $
The Company recognized goodwill related to this acquisition of $
19
Table of Contents
Acquired intangible assets are being amortized over the estimated useful lives on a straight-line basis.
|
|
|
|
|
Weighted Average |
|
|
|
(In millions) |
|
|
|
|
Estimated Useful |
|
Valuation |
|
Category |
|
Amount |
|
|
Life (Years) |
|
Methodology |
|
Customer relationships |
|
$ |
|
|
|
Multi-period Excess Earnings Method |
||
Technological know-how |
|
|
|
|
|
Relief-from-Royalty Method |
||
Favorable right-of-use lease asset |
|
|
|
|
|
Discounted Cash Flow Method |
||
Software |
|
|
|
|
|
Cost |
||
Total acquired identifiable intangible assets |
|
$ |
|
|
|
|
|
|
Operating results of the Sitem Group have been included in our consolidated statement of earnings since June 3, 2025, the date of acquisition. The Sitem Group is reported on a one-month lag. During the first quarter of fiscal 2026, the Sitem Group contributed net sales of $
The following unaudited pro forma information presents consolidated financial information as if the Sitem Group had been acquired at the beginning of fiscal 2025. Depreciation and amortization expense included in the pro forma results reflect the preliminary acquisition-date fair values assigned to the definite-lived intangible assets and fixed assets of the Sitem Group assuming a June 1, 2024 acquisition date. Adjustments have been made to remove acquisition-related costs and the acquisition date fair value adjustment to acquired inventories. The pro forma adjustments noted below have been adjusted for the applicable income tax impact.
|
|
Three Months Ended |
|
|||||
|
|
August 31, |
|
|
August 31, |
|
||
(In millions, except per share amounts) |
|
2025 |
|
|
2024 |
|
||
Net Sales |
|
$ |
|
|
$ |
|
||
Net earnings attributable to Worthington Steel |
|
$ |
|
|
$ |
|
||
Diluted earnings per share attributable to Worthington Steel shareholders |
|
$ |
|
|
$ |
|
||
Note 13 – Derivative Financial Instruments and Hedging Activities
The Company utilizes derivative financial instruments to primarily manage exposure to certain risks related to its ongoing operations. The primary risks managed through the use of derivative financial instruments are commodity price risk, foreign currency exchange risk, and interest rate risk. While certain of the Company’s derivative financial instruments are designated as hedging instruments, the Company also enters 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.
Commodity Price Risk Management – The Company is exposed to changes in the price of certain commodities, including steel, zinc and other raw materials, and the Company’s utility requirements. The 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, the Company enters into derivative financial instruments to manage the associated price risk.
Foreign Currency Exchange Risk Management – The Company conducts business in several major international currencies and is, therefore, subject to risks associated with changing foreign currency exchange rates. The Company uses foreign currency forward contracts to protect against exchange rate movements for forecasted cash flows, primarily operating expenses denominated in currencies other than the functional currency. 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 the Company to exposure related to fluctuating foreign currency exchange rates; however, derivative financial instruments are not used to manage this risk.
Interest Rate Risk Management – The Company is exposed to the impact of interest rate changes. The Company’s objective is to manage the impact of interest rate changes on cash flows and the market value of borrowings. The Company utilizes a mix of debt maturities along with both fixed-rate and variable-rate debt to manage changes in interest rates. In addition, the Company enters into interest rate swaps to further manage exposure to interest rate variations related to borrowings and to lower overall borrowing costs.
20
Table of Contents
The Company is exposed to counterparty credit risk on all of its derivative financial instruments. Accordingly, the Company has established and maintains strict counterparty credit guidelines. The Company has credit support agreements in place with certain counterparties to limit the Company’s 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. The Company does not have significant exposure to any one counterparty, and management believes the overall risk of loss is remote and, in any event, would not be material.
Refer to “Note 14 – Fair Value” for additional information regarding the accounting treatment for the Company’s derivative financial instruments, as well as how fair value is determined.
The following table summarizes the fair value of the derivative financial instruments and the respective lines in which they were recorded in the consolidated balance sheet at the dates presented:
|
Fair Value of Assets |
|
|
Fair Value of Liabilities |
|
||||||||||||||
|
Balance |
|
|
|
|
|
|
|
Balance |
|
|
|
|
|
|
||||
|
Sheet |
|
August 31, |
|
|
May 31, |
|
|
Sheet |
|
August 31, |
|
|
May 31, |
|
||||
(In millions) |
Location |
|
2025 |
|
|
2025 |
|
|
Location |
|
2025 |
|
|
2025 |
|
||||
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity contracts |
Receivables |
|
$ |
|
|
$ |
|
|
Accounts payable |
|
$ |
|
|
$ |
|
||||
Commodity contracts |
Other assets |
|
|
|
|
|
|
|
Other liabilities |
|
|
|
|
|
|
||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts |
Receivables |
|
|
|
|
|
|
|
Accounts payable |
|
|
|
|
|
|
||||
Foreign currency exchange contracts |
Other assets |
|
|
|
|
|
|
|
Other liabilities |
|
|
|
|
|
|
||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate contracts |
Receivables |
|
$ |
|
|
$ |
|
|
Accounts payable |
|
$ |
|
|
$ |
|
||||
Interest rate contracts |
Other assets |
|
|
|
|
|
|
|
Other liabilities |
|
|
|
|
|
|
||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
$ |
|
|
$ |
|
|
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity contracts |
Receivables |
|
$ |
|
|
$ |
|
|
Accounts payable |
|
$ |
|
|
$ |
|
||||
Commodity contracts |
Other assets |
|
|
|
|
|
|
|
Other liabilities |
|
|
|
|
|
|
||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts |
Receivables |
|
$ |
|
|
$ |
|
|
Accounts payable |
|
$ |
|
|
$ |
|
||||
Foreign currency exchange contracts |
Other assets |
|
|
|
|
|
|
|
Other liabilities |
|
|
|
|
|
|
||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate contracts |
Receivables |
|
$ |
|
|
$ |
|
|
Accounts payable |
|
$ |
|
|
$ |
|
||||
Interest rate contracts |
Other assets |
|
|
|
|
|
|
|
Other liabilities |
|
|
|
|
|
|
||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
$ |
|
|
$ |
|
|
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative financial instruments |
|
|
$ |
|
|
$ |
|
|
|
|
$ |
|
|
$ |
|
||||
GAAP permits an entity to present derivative financial instruments assets and liabilities on a net basis on the balance sheet, provided a right of offset exists and/or when they are subject to a master netting arrangement. The Company’s policy is to record derivative financial instruments on a net basis where the Company has an executed master netting arrangement with counterparties as well as where the right of offset exists. The amounts in the table above reflect the fair value of the derivative financial instruments on a net basis, where allowable under master netting arrangements and/or where the right of offset exists. 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 $
21
Table of Contents
Cash Flow Hedges
The Company enters into derivative financial instruments to hedge its 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 ineffective portion of the gain or loss on the derivative financial instrument is recognized in earnings immediately.
The following table summarizes the Company’s cash flow hedges outstanding at August 31, 2025:
|
|
Notional |
|
|
|
|
(In millions) |
|
Amount |
|
|
Maturity Date |
|
Commodity contracts |
|
$ |
( |
) |
|
– |
Foreign currency exchange contracts |
|
$ |
|
|
– |
|
Interest rate contracts |
|
$ |
|
|
– |
|
The following table summarizes the Company’s cash flow hedges outstanding at May 31, 2025:
|
|
Notional |
|
|
|
|
(In millions) |
|
Amount |
|
|
Maturity Date |
|
Commodity contracts |
|
$ |
( |
) |
|
– |
Foreign currency exchange contracts |
|
$ |
|
|
– |
|
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:
(In millions) |
|
Gain (Loss) |
|
|
Location of Gain (Loss) |
|
Gain (Loss) Reclassified |
|
||
For the three months ended August 31, 2025: |
|
|
|
|
|
|
|
|
||
Commodity contracts |
|
$ |
( |
) |
|
Cost of goods sold |
|
$ |
|
|
Foreign currency exchange contracts |
|
|
|
|
Cost of goods sold |
|
|
|
||
|
|
|
|
|
SG&A |
|
|
|
||
Interest rate contracts |
|
|
|
|
Interest expense, net |
|
|
|
||
Total |
|
$ |
|
|
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
||
For the three months ended August 31, 2024: |
|
|
|
|
|
|
|
|
||
Commodity contracts |
|
$ |
( |
) |
|
Cost of goods sold |
|
$ |
( |
) |
Foreign currency exchange contracts |
|
|
( |
) |
|
Cost of goods sold |
|
|
|
|
Total |
|
$ |
( |
) |
|
|
|
$ |
( |
) |
The estimated net amount of the losses recognized in AOCI at August 31, 2025, expected to be reclassified into net earnings within the succeeding twelve months is $
Economic (Non-designated) Hedges
The Company enters into foreign currency exchange contracts to manage its foreign currency exchange rate exposure related to inter-company and financing transactions that do not meet the requirements for hedge accounting treatment. The Company also enters 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 earnings.
22
Table of Contents
The following table summarizes the Company’s economic (non-designated) derivative financial instruments outstanding at August 31, 2025:
|
|
Notional |
|
|
|
|
(In millions) |
|
Amount |
|
|
Maturity Date(s) |
|
Commodity contracts |
|
$ |
|
|
– |
|
Foreign currency exchange contracts |
|
$ |
|
|
||
The following table summarizes the Company’s economic (non-designated) derivative financial instruments outstanding at May 31, 2025:
|
|
Notional |
|
|
|
|
(In millions) |
|
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 (Loss) Recognized |
|
|||||
|
|
|
|
in Earnings for the |
|
|||||
|
|
|
|
Three Months Ended |
|
|||||
|
|
Location of Gain (Loss) |
|
August 31, |
|
|
August 31, |
|
||
(In millions) |
|
Recognized in Earnings |
|
2025 |
|
|
2024 |
|
||
Commodity contracts |
|
Cost of goods sold |
|
$ |
|
|
$ |
( |
) |
|
Total |
|
|
|
$ |
|
|
$ |
( |
) |
|
Note 14 – Fair Value
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 and liabilities that the reporting entity can assess 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 includes situations where there is little, if any, market activity 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, 2025, the Company’s assets and liabilities measured at fair value on a recurring basis were as follows:
(In millions) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Totals |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments (1) |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
Total assets |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments (1) |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
Total liabilities |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
23
Table of Contents
|
At May 31, 2025, the Company’s assets and liabilities measured at fair value on a recurring basis were as follows:
(In millions) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Totals |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments (1) |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
Total assets |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative financial instruments (1) |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
Total liabilities |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
|
Non-Recurring Fair Value Measurements
At August 31, 2025, the Company’s assets measured at fair value on a non-recurring basis were as follows:
(In millions) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Totals |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-lived assets held for sale (1) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
||
Total assets |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
||
|
At May 31, 2025, the Company’s assets measured at fair value on a non-recurring basis were as follows:
(In millions) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Totals |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-lived assets held for sale (1) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
||
Total assets |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
||
|
24
Table of Contents
The fair value of non-derivative financial instruments, including 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 carrying value of the Credit Facility was $
The following table provides a summary of the carrying value and estimated fair value of the Company’s outstanding debt, excluding the Credit Facility, reported on the balance sheets within total liabilities as of the dates presented:
|
|
August 31, |
|
|
May 31, |
|
||
(In millions) |
|
2025 |
|
|
2025 |
|
||
Carrying Value |
|
$ |
|
|
$ |
|
||
Fair Value, estimated (1) |
|
|
|
|
|
|
||
|
Note 15 – Related Party Transactions
Subsequent to the Separation, transactions between the Former Parent and the Company are considered related party transactions, including those subject to agreements entered into with the Former Parent. The material related party transactions have been disclosed below.
Transactions with the Former Parent
The majority of the Company’s net sales to the Former Parent are subject to the Steel Supply and Services Agreement and are included within net sales in the consolidated statement of earnings. Net sales to the Former Parent totaled $
As of August 31, 2025 and May 31, 2025, the outstanding accounts receivable balance with the Former Parent equaled $
Note 16 – Segment Information
Segment Information
The Company’s CODM is Worthington Steel’s . The Company has determined that it has only one operating segment and therefore one reportable segment after considering several sources of information, including the Company’s internal organizational structure, the basis on which budgets and forecasts are prepared, the financial information that the Company’s CODM reviews in evaluating company performance and determining how resources should be allocated, and how the Company releases information to the public and analysts. The CODM manages all business activities on a consolidated basis, and as a result, the Company has concluded that there is only
The Company’s one reportable segment serves its customers primarily by processing flat-rolled steel coils, which are sourced primarily from various North American steel mills, into the precise type, thickness, length, width, shape, and surface quality required by customer specifications. The Company generates a substantial percentage of its revenue from selling steel on a direct basis, whereby it is exposed to the risk and rewards of ownership of the material while in its possession. Additionally, the Company toll processes steel under a fee for service arrangement whereby it processes customer-owned material.
As the one reportable segment is managed on a consolidated basis, the measure of segment profit or loss is consolidated net income.
25
Table of Contents
set targets, and establish management’s incentive compensation. The measure of consolidated segment assets is reported on the balance sheets as total assets.
The Company regularly provides the CODM a reporting package that is structured similar to the statement of earnings, and
The following table presents the significant expenses that are regularly provided to the CODM for the
|
Three Months Ended |
|
|||||
|
August 31, |
|
|
August 31, |
|
||
(In millions) |
2025 |
|
|
2024 |
|
||
Net sales |
$ |
|
|
$ |
|
||
Cost of goods sold: |
|
|
|
|
|
||
Material cost |
|
|
|
|
|
||
Direct labor, manufacturing expenses, and other (1) |
|
|
|
|
|
||
Total cost of goods sold |
|
|
|
|
|
||
Gross margin |
|
|
|
|
|
||
Selling, general and administrative expense |
|
|
|
|
|
||
Impairment of assets |
|
- |
|
|
|
- |
|
Restructuring and other (income), net |
|
( |
) |
|
|
- |
|
Operating income |
|
|
|
|
|
||
Other income (expense): |
|
|
|
|
|
||
Miscellaneous income (expense), 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 interests |
|
|
|
|
|
||
Net earnings attributable to Worthington Steel |
$ |
|
|
$ |
|
||
Deemed dividend of redeemable noncontrolling interest |
$ |
|
|
$ |
- |
|
|
Net earnings attributable to Worthington Steel shareholders |
$ |
|
|
$ |
|
||
Note 17 – Subsequent Events
On September 24, 2025, Worthington Steel's Board of Directors (the “Board”) declared a quarterly cash dividend of $
26
Table of Contents
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations
Index |
Page |
|
|
|
|
|
Introduction |
27 |
|
|
|
|
Basis of Presentation |
27 |
|
|
|
|
Business Overview and Strategy |
27 |
|
|
|
|
Recent Business Developments |
28 |
|
|
|
|
Trends and Factors Impacting Our Performance |
28 |
|
|
|
|
Results of Operations |
31 |
|
|
|
|
First Quarter – Fiscal 2026 Compared to Fiscal 2025 |
31 |
|
|
|
|
Liquidity and Capital Resources |
34 |
|
|
|
|
Critical Accounting Estimates |
37 |
|
|
|
Unless otherwise indicated, all Note references contained in this MD&A refer to the Notes to Consolidated Financial Statements included in “Part I – Item 1. – Financial Statements” of this Form 10-Q.
Introduction
The following discussion and analysis of market and industry trends, business developments, and the results of our operations and financial position, should be read in conjunction with our consolidated financial statements and the notes thereto included in “Part I – Item 1. – Financial Statements” of this Form 10-Q. The 2025 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.
Basis of Presentation
Worthington Steel was formed as an Ohio corporation on February 28, 2023, for the purpose of receiving, pursuant to a reorganization, all of the outstanding equity interests of the steel processing business of the Former Parent. On December 1, 2023, the Separation was completed and Worthington Steel became an independent, publicly traded company. Our financial statements are consolidated financial statements based on our reported results as a stand-alone company and include the accounts of Worthington Steel and its consolidated subsidiaries. Our investment in the unconsolidated affiliate is accounted for using the equity method. Material intercompany accounts and transactions are eliminated. For additional information, see “Note 1 – Description of Business and Basis of Presentation.”
Business Overview and Strategy
Business Overview
We are one of North America’s premier value-added metals processors with the ability to provide a diversified range of products and services that span a variety of end markets. We maintain market-leading positions in the North American carbon flat-rolled steel and tailor welded blank industries and are one of the largest global producers of electrical steel laminations. For over 70 years, we have been delivering high quality steel processing capabilities across a variety of end-markets including automotive, heavy truck, agriculture, construction, and energy. With the ability to produce customized steel solutions, we aim to be the preferred value-added steel processor in the markets we serve by delivering highly technical, customer-specific solutions, while also providing advanced materials support. Our scale allows us to achieve an advantaged cost structure and service platform supported by a strategic operating footprint. We serve our customers primarily by processing flat-rolled steel coils, which we source primarily from various North American steel mills, into the precise type, thickness, length, width, shape, and surface quality required by customer specifications. We sell steel on a direct basis, whereby we are exposed to the risks and rewards of ownership of the material while in our possession. Additionally, we toll process steel under a fee for service arrangement whereby we process customer-owned material. Our manufacturing facilities further benefit from the flexibility to scale between direct and tolling services based on demand dynamics throughout the year.
On June 3, 2025, we, through Tempel, completed the acquisition of 52% of the issued and outstanding capital stock of the Sitem Group. For additional information, see “Note 12 – Acquisitions.”
27
Table of Contents
Our operations are managed principally on a products and services basis under a single group organizational structure. We own controlling interests in the following operating joint ventures: Spartan, TWB, WSCP, and Sitem. We also own a controlling interest in WSP, which became a nonoperating joint venture in October 2022, when we completed the divestiture of its remaining net assets. The net assets and operating results of these joint ventures are consolidated with the equity owned by the minority joint venture member shown as “Noncontrolling interests” in our consolidated balance sheets, and the noncontrolling interest in net earnings and OCI is shown as net earnings or comprehensive income attributable to noncontrolling interests in our consolidated statements of earnings and consolidated statements of comprehensive income, respectively. Our remaining joint venture, Serviacero Worthington, is unconsolidated and accounted for using the equity method.
AI in Transformation
During the first quarter of fiscal 2026, we continued to execute upon our transformation strategy through the deployment of commercially available AI technologies. We are using AI to gain insight, assess strategies and automate low-value tasks thereby enhancing productivity and supporting internal decision-making. We are testing use cases like predictive maintenance and intelligent reporting. Adding AI to our transformation toolbox, both in operations and the back office, will allow our teams to focus on the critical portion of their job that drives the most value for our business.
Recent Business Developments
Trends and Factors Impacting Our Performance
The steel processing industry is fragmented and highly competitive. Given the broad base of products and services offered, specific competitors vary based on the target industry, product type, service type, size of program and geography. Competition is primarily on the basis of price, product quality and the ability to meet delivery requirements. Our processed steel products are priced competitively, primarily based on market factors, including, among other things, market pricing, the cost and availability of raw materials, transportation and shipping costs, and overall economic conditions in the U.S. and abroad.
General Economic and Market Conditions
We sell our products and services to a diverse customer base and a broad range of end markets. The breakdown of net sales by end market for the periods presented is illustrated below:
|
|
Three Months Ended |
|
|||||
|
|
August 31, |
|
|
August 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Automotive |
|
|
56 |
% |
|
|
51 |
% |
Construction |
|
|
11 |
% |
|
|
11 |
% |
Machinery & Equipment |
|
|
10 |
% |
|
|
9 |
% |
Agriculture |
|
|
2 |
% |
|
|
4 |
% |
Heavy Trucks |
|
|
4 |
% |
|
|
4 |
% |
Other |
|
|
17 |
% |
|
|
21 |
% |
Total |
|
|
100 |
% |
|
|
100 |
% |
The automotive industry is one of the largest consumers of flat-rolled steel in North America, and thus the largest end market for us and our unconsolidated joint venture, Serviacero Worthington. North American vehicle production, including production at the Detroit Three Automakers, is a leading indicator of automotive demand. North American vehicle production was up 3% in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025, while the Detroit Three Automakers vehicle production was up 5% in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025.
Our remaining net sales are to other markets such as agricultural, appliance, construction, container, energy, heavy truck, HVAC, industrial electric motor, generator, and transformer. Given the many different products that make up our net sales and the wide variety of end markets we serve, it is very difficult to isolate the key market indicators that drive this portion of our business. However, we believe that the trend in U.S. gross domestic product growth (“U.S. GDP”) is a reasonable macroeconomic indicator for analyzing the demand of our end markets other than the automotive industry. U.S. GDP growth has moderated during the first quarter of fiscal 2026. The slight pull back in U.S. GDP that was observed in economic data earlier in calendar 2025, which is largely attributable to an unusual amount of imports in response to the announced tariffs by the U.S. government, has reversed in recent economic data. During the second
28
Table of Contents
calendar quarter 2025, there was a decrease in imports and an increase in consumer spending. Thus, when normalizing for such events, the U.S. GDP appears to be maintaining its steady growth.
Total volume (tons) decreased 7% compared to the prior year quarter. Direct tons sold increased by 6%, of which the Sitem Group acquisition accounted for approximately 1% of the increase. Direct shipments to the overall automotive market and to the Detroit Three Automakers both increased by 17% in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025. Toll volumes decreased 22% in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025, primarily related to softening demand from mill customers as well as lower volumes out of WSCP due to the closure of the toll processing manufacturing facility in Cleveland, Ohio.
Detroit Three Automakers represented 35% and 32% of our consolidated net sales during the first quarter of fiscal 2026 and fiscal 2025, respectively. Similar to the past few quarters, we have won share in the automotive market. The new programs continue to ramp up and volumes have increased across the board. The increases in automotive were partially offset by reductions in the agricultural markets, where shipments were down 49%, in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025. The decrease in the agricultural markets is due to a continued softness in the agricultural equipment market. The market is seeing weakening demand for agricultural equipment due to a reluctance by farmers making new capital investments primarily as the result of higher borrowing costs and general uncertainty in farm income expectations.
The following table summarizes the concentration percentage of consolidated net sales for the periods presented:
|
|
Three Months Ended |
|
|||||
|
|
August 31, |
|
|
August 31, |
|
||
(Percentage of Net Sales) |
|
2025 |
|
|
2024 |
|
||
End Market – Automotive |
|
|
56 |
% |
|
|
51 |
% |
Detroit Three Automakers |
|
|
35 |
% |
|
|
32 |
% |
Largest Automotive Customers: |
|
|
|
|
|
|
||
Customer A |
|
|
13 |
% |
|
|
13 |
% |
Customer B |
|
|
15 |
% |
|
|
13 |
% |
While our automotive business is largely driven by the production schedules of the Detroit Three Automakers, our customer base is much broader and includes other domestic automotive manufacturers and many of their suppliers.
During the first quarter of fiscal 2026, U.S. inflation rates have largely stabilized compared to the peaks seen in recent years, however, the U.S. inflation rate remains somewhat elevated above the U.S. Federal Reserve targeted rate of 2%. During the first quarter of fiscal 2026, the U.S. Federal Reserve held the benchmark interest rate steady. However, the U.S. Federal Reserve lowered the benchmark interest rate subsequent to the ending of the first quarter of fiscal 2026 in response to slowing job gains, combined with low unemployment and stable inflation. Thus, the impacts of such a decision were not reflected in our first quarter of fiscal 2026 results, as we had not yet benefited from the recent lowering of the benchmark interest rate. However, the lowering of the benchmark rate is expected to lower the rates on our Credit Facility.
We use the following information to monitor our costs and demand in our major end markets:
|
|
Three Months Ended |
|
|
|||||||||
|
|
August 31, |
|
|
August 31, |
|
|
|
|
|
|||
|
|
2025 |
|
|
2024 (1) |
|
|
Inc/ (Dec) |
|
|
|||
U.S. GDP (% growth year-over-year) |
|
|
2.0 |
% |
|
|
2.8 |
% |
|
|
(0.8 |
%) |
|
Hot-Rolled Steel ($ per ton)(2) |
|
$ |
857 |
|
|
$ |
690 |
|
|
$ |
167 |
|
|
Detroit Three Auto Build (000's vehicles)(3) |
|
|
1,656 |
|
|
|
1,581 |
|
|
|
75 |
|
|
No. America Auto Build (000's vehicles)(3) |
|
|
3,833 |
|
|
|
3,728 |
|
|
|
105 |
|
|
Zinc ($ per pound)(4) |
|
$ |
1.25 |
|
|
$ |
1.27 |
|
|
$ |
(0.02 |
) |
|
Natural Gas ($ per mcf)(5) |
|
$ |
3.28 |
|
|
$ |
2.38 |
|
|
$ |
0.90 |
|
|
On-Highway Diesel Fuel Prices ($ per gallon)(6) |
|
$ |
3.71 |
|
|
$ |
3.72 |
|
|
$ |
(0.01 |
) |
|
29
Table of Contents
Sales for most of our products are generally strongest in our fiscal fourth quarter when our facilities operate at seasonal peaks. Historically, sales have been weaker in our fiscal third quarter, primarily due to reduced seasonal activity in the building and construction industry, as well as customer plant shutdowns due to holidays, particularly in the automotive industry. We do not believe backlog is a significant indicator of our business.
Industry Developments
In 2025, the U.S. government continued to modify its tariff policy, including those related to imports of steel and aluminum among other items such as automobiles and automotive parts as well as universal tariffs. In June 2025, the U.S. government announced tariff increases to steel and aluminum from 25% to 50% under section 232 of the Trade Expansion Act. While exemptions for certain allied countries remain in place, many prior country-specific exemptions have expired or are undergoing renegotiation. Other governments, including the Chinese government, have responded with reciprocal tariffs on U.S. imports. Additional measures from the U.S. government as well as other foreign governments have occurred since that time, however, many of the measures on steel and aluminum have remained in place. The scope and duration of these tariffs continue to evolve, which creates sustained uncertainty in global trade policy. As a result, our customers’ supply chain decisions may abruptly shift, potentially impacting our financial performance. The ultimate impact the tariffs will have on our financial position, results of operations, and cash flows remains to be determined.
In July 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBBA”) into law, which ushers in a broad set of changes to the U.S. law and regulatory environments. The ultimate impact the OBBBA will have on our financial position, results of operations, and cash flows remains to be determined. However, we expect to realize cash tax savings in fiscal year 2026 due to the bonus depreciation and domestic research and development expense provisions. There is currently no expected material impact to tax expense.
Impact of Raw Material Prices
Our principal raw material is flat-rolled steel, including electrical steel, which we purchase in coils from primary steel producers. The steel industry as a whole has been cyclical, and at times availability and pricing can be volatile due to a number of factors beyond our control. This volatility can significantly affect our steel costs. In an environment of increasing prices for steel and other raw materials, competitive conditions may impact how much of the price increases we can pass on to our customers. To the extent we are able to pass future price increases in raw materials to our customers, this could positively affect our financial results leading to inventory holding gains. To the extent we are unable to pass future price increases in raw materials to our customers, our financial results could be adversely affected. Also, if steel prices decrease, in general, competitive conditions may impact how quickly we must reduce our prices to our customers, and we could be forced to use higher-priced raw materials already in our inventory to complete orders for which the selling prices have decreased, which results in inventory holding losses. Declining steel prices could also require us to write down the value of our inventories to reflect current market pricing. Further, the number of steel suppliers has decreased in recent years due to industry consolidation and the financial difficulties of certain suppliers, and consolidation may continue. Accordingly, if delivery from a major steel supplier is disrupted, it may be more difficult to obtain an alternative supply than in the past or the alternative supply may only be available at a premium.
The market price of our products is closely related to the price of HRC. The price of benchmark HRC is primarily affected by the demand for steel and the cost of raw materials. During the fourth quarter of fiscal 2025, steel prices continued their rise before falling slightly in the first quarter of fiscal 2026. Direct spreads, up $23.0 million, were impacted by a $22.2 million favorable change from an estimated $16.6 million inventory holding loss in the prior year quarter to an estimated $5.6 million inventory holding gain in the first quarter of fiscal 2026. With the recent price declines, we expect inventory holding losses to be between approximately $5.0 million and $10.0 million in the second quarter of fiscal 2026.
To manage our exposure to market risk, we attempt to negotiate the best prices for commodities and to competitively price products and services to reflect the fluctuations in market prices. Derivative financial instruments have been used to manage a portion of our exposure to fluctuations in the cost of our raw materials; steel is the most significant. These contracts covered periods commensurate with known or expected exposures throughout the periods presented. The derivative financial instruments were executed with highly rated financial institutions.
30
Table of Contents
The following table presents the average quarterly market price per ton of HRC steel for the periods presented:
|
|
Fiscal Year |
|
|||||||||
(Dollars per ton) (1) |
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
1st Quarter |
|
$ |
857 |
|
|
$ |
690 |
|
|
$ |
879 |
|
2nd Quarter |
|
N/A |
|
|
$ |
690 |
|
|
$ |
747 |
|
|
3rd Quarter |
|
N/A |
|
|
$ |
702 |
|
|
$ |
1,030 |
|
|
4th Quarter |
|
N/A |
|
|
$ |
933 |
|
|
$ |
809 |
|
|
Annual Avg. |
|
$ |
857 |
|
|
$ |
754 |
|
|
$ |
866 |
|
No matter how efficient our operations are, which use steel as a raw material, they create some amount of scrap. The expected price of scrap compared to the price of the steel raw material is factored into pricing. Generally, as the price of steel increases, the price of scrap increases by a similar amount and vice versa. When increases in scrap prices do not keep pace with the increases in the price of the steel raw material, it can have a negative impact on our margins.
Results of Operations
First Quarter – Fiscal 2026 Compared to Fiscal 2025
The following table presents a review of the results of operations for the periods presented:
|
|
Three Months Ended |
|
|||||||||
|
|
August 31, |
|
|
August 31, |
|
|
Increase/ |
|
|||
(In millions, except volume and per common share amounts) |
|
2025 |
|
|
2024 |
|
|
(Decrease) |
|
|||
Volume (tons) |
|
|
928,866 |
|
|
|
994,093 |
|
|
|
(65,227 |
) |
Net sales |
|
$ |
872.9 |
|
|
$ |
834.0 |
|
|
$ |
38.9 |
|
Operating income |
|
|
48.3 |
|
|
|
43.4 |
|
|
|
4.9 |
|
Equity income |
|
|
6.4 |
|
|
|
1.3 |
|
|
|
5.1 |
|
Net earnings attributable to Worthington Steel |
|
|
36.8 |
|
|
|
28.4 |
|
|
|
8.4 |
|
Earnings per diluted share attributable to Worthington Steel shareholders |
|
$ |
0.72 |
|
|
$ |
0.56 |
|
|
$ |
0.16 |
|
Net sales totaled $872.9 million in the first quarter of fiscal 2026, up $38.9 million compared to the first quarter of fiscal 2025. The increase was driven primarily by the inclusion of the Sitem Group, higher direct volumes, and to a lesser extent, slightly higher average direct selling prices. The increases were partially offset by lower toll volumes as well as slightly lower average toll selling prices. Direct tons sold increased by 6%, of which the Sitem acquisition accounted for approximately 1% of the increase, and toll volumes decreased 22% in the first quarter of fiscal 2026 compared to the prior year quarter. The decrease in toll volumes was primarily related to softening demand from mill customers as well as lower volumes out of WSCP due to the closure of the toll processing manufacturing facility in Cleveland, Ohio. Direct selling prices increased 1% and toll selling prices decreased 3% in the first quarter of fiscal 2026 compared to the prior year quarter. The mix of direct versus toll volumes was 63% to 37% in the first quarter of fiscal 2026 compared to 56% to 44% in the prior year quarter.
Gross Margin
|
|
Three Months Ended |
|
|||||||||||||||||
|
|
August 31, |
|
|
% of |
|
|
August 31, |
|
|
% of |
|
|
Increase/ |
|
|||||
(In millions) |
|
2025 |
|
|
Net sales |
|
|
2024 |
|
|
Net sales |
|
|
(Decrease) |
|
|||||
Gross margin |
|
$ |
115.2 |
|
|
|
13.2 |
% |
|
$ |
100.4 |
|
|
|
12.0 |
% |
|
$ |
14.8 |
|
Gross margin increased $14.8 million over the prior year quarter to $115.2 million, primarily due to higher direct spreads and higher direct volumes, partially offset by lower toll processing gross margin. Direct spreads, up $23.0 million, were impacted by a $22.2 million favorable change from an estimated $16.6 million inventory holding loss in the prior year quarter to an estimated $5.6 million inventory holding gain in the first quarter of fiscal 2026. Higher direct volumes favorably impacted gross margin by $4.6 million. Toll margins, down $11.0 million, were impacted by an $8.1 million unfavorable impact due to lower volumes and a $2.9 million unfavorable change in toll mix.
31
Table of Contents
Selling, General and Administrative Expense
|
|
Three Months Ended |
|
|||||||||||||||||
|
|
August 31, |
|
|
% of |
|
|
August 31, |
|
|
% of |
|
|
Increase/ |
|
|||||
(In millions) |
|
2025 |
|
|
Net sales |
|
|
2024 |
|
|
Net sales |
|
|
(Decrease) |
|
|||||
Selling, general and administrative expense |
|
$ |
67.9 |
|
|
|
7.8 |
% |
|
$ |
57.0 |
|
|
|
6.8 |
% |
|
$ |
10.9 |
|
SG&A increased $10.9 million over the prior year quarter primarily due to the acquisition of the Sitem Group, which reported $7.9 million of SG&A expenses in the first quarter of fiscal 2026, including a one-time bonus of $4.6 million paid to key individuals at the Sitem Group as a result of the successful closing of the Sitem Group acquisition. The remaining incremental increase in SG&A expense was primarily attributable to an increase in compensation partially offset by a decrease in benefits expenses.
Other Operating Items
|
|
Three Months Ended |
|
|||||||||
|
|
August 31, |
|
|
August 31, |
|
|
Increase/ |
|
|||
(In millions) |
|
2025 |
|
|
2024 |
|
|
(Decrease) |
|
|||
Restructuring and other (income), net |
|
|
(1.0 |
) |
|
|
- |
|
|
|
(1.0 |
) |
Restructuring and other (income), net in the first quarter of fiscal 2026 was driven by the $1.0 gain on the sale of an asset that was reported within assets held for sale due to the previously announced plans to combine WSCP’s toll processing manufacturing facility in Cleveland, Ohio, into its existing manufacturing facility in Twinsburg, Ohio. Refer to “Note 4 – Restructuring and Other (Income), Net” for additional information.
Miscellaneous Income (Expense), Net
|
|
Three Months Ended |
|
|||||||||
|
|
August 31, |
|
|
August 31, |
|
|
Increase/ |
|
|||
(In millions) |
|
2025 |
|
|
2024 |
|
|
(Decrease) |
|
|||
Miscellaneous income (expense), net |
|
$ |
0.2 |
|
|
$ |
(5.9 |
) |
|
$ |
6.1 |
|
Miscellaneous income (expense), net increased $6.1 million from the first quarter of fiscal 2025 primarily due to $4.4 million of expense related to the first quarter fiscal 2025 recognition of a tax indemnity payable to the former owners of Tempel associated with the final favorable ruling in a pre-acquisition tax matter in one of the jurisdictions in which Tempel operates. Additionally, we recorded foreign currency remeasurement gains of $0.2 million in the first quarter of fiscal 2026 as compared to foreign currency remeasurement losses of $1.9 million in the prior year quarter, primarily related to exchange rate movements in Mexico.
Interest Expense, Net
|
|
Three Months Ended |
|
|||||||||
|
|
August 31, |
|
|
August 31, |
|
|
Increase/ |
|
|||
(In millions) |
|
2025 |
|
|
2024 |
|
|
(Decrease) |
|
|||
Interest expense, net |
|
$ |
2.9 |
|
|
$ |
2.6 |
|
|
$ |
0.3 |
|
Interest expense, net increased $0.3 million from the first quarter of fiscal 2025, primarily due to higher average debt levels as a result of higher borrowings from the Credit Facility and from the debt assumed in the Sitem Group acquisition. This was offset by lower expense on the Credit Facility due to lower average interest rates. Refer to “Note 7 – Debt” for additional information.
Equity Income
|
|
Three Months Ended |
|
|||||||||
|
|
August 31, |
|
|
August 31, |
|
|
Increase/ |
|
|||
(In millions) |
|
2025 |
|
|
2024 |
|
|
(Decrease) |
|
|||
Serviacero Worthington |
|
$ |
6.4 |
|
|
$ |
1.3 |
|
|
$ |
5.1 |
|
Equity income at Serviacero Worthington increased $5.1 million from the first quarter of fiscal 2025, driven by higher direct spreads, including inventory holding gains, as well as favorable foreign currency exchange impacts.
32
Table of Contents
Income Taxes
|
|
Three Months Ended |
|
|||||||||||||||||
|
|
August 31, |
|
|
Effective |
|
|
August 31, |
|
|
Effective |
|
|
Increase/ |
|
|||||
(In millions) |
|
2025 |
|
|
Tax Rate |
|
|
2024 |
|
|
Tax Rate |
|
|
(Decrease) |
|
|||||
Income tax expense |
|
$ |
13.4 |
|
|
|
26.6 |
% |
|
$ |
4.0 |
|
|
|
12.3 |
% |
|
$ |
9.4 |
|
Income tax expense was $13.4 million in the first quarter of fiscal 2026 compared to $4.0 million in the first quarter of fiscal 2025. The increase in income tax expense was primarily driven by higher pre-tax earnings and the recognition of a $4.4 million tax benefit related to a pre-acquisition tax matter at Tempel in the prior year quarter. The income tax expense in the current quarter resulted in an effective tax rate of 26.6%, compared to 12.3% for the prior year quarter. For additional information regarding our income taxes, refer to “Note 10 – Income Taxes.”
Adjusted EBIT
We evaluate operating performance on the basis of adjusted earnings before interest and taxes (“adjusted EBIT”). EBIT, a non-GAAP financial measure, is calculated by adding interest expense and income tax expense to net earnings attributable to controlling interest. Adjusted EBIT, a non-GAAP financial measure, excludes impairment and restructuring expense (income), net, but may also exclude other items, as described below, that management believes are not reflective of, and thus should not be included when evaluating the performance of our ongoing operations. Adjusted EBIT is used by management to evaluate operating performance and engage in financial and operational planning, because we believe that this financial measure provides additional perspective on the performance of our ongoing operations. Additionally, management believes these non-GAAP financial measures provide useful information to investors because they allow for meaningful comparisons and analysis of trends in our businesses and enable investors to evaluate operations and future prospects in the same manner as management.
The following table provides a reconciliation of net earnings attributable to controlling interest (the most comparable GAAP financial measure) to adjusted EBIT for the periods presented:
|
|
Three Months Ended |
|
|||||
|
|
August 31, |
|
|
August 31, |
|
||
(In millions) |
|
2025 |
|
|
2024 |
|
||
Net earnings attributable to Worthington Steel (GAAP) |
|
$ |
36.8 |
|
|
$ |
28.4 |
|
Interest expense, net |
|
|
2.9 |
|
|
|
2.6 |
|
Income tax expense |
|
|
13.4 |
|
|
|
4.0 |
|
EBIT (non-GAAP) |
|
|
53.1 |
|
|
|
35.0 |
|
Restructuring and other (income), net (1) |
|
|
(0.6 |
) |
|
|
- |
|
Tax indemnification adjustment (2) |
|
|
- |
|
|
|
4.4 |
|
Acquisition completion bonus payment (3) |
|
|
2.4 |
|
|
|
- |
|
Adjusted EBIT (non-GAAP) |
|
$ |
54.9 |
|
|
$ |
39.4 |
|
33
Table of Contents
Adjusted EBIT in the first quarter of fiscal 2026 was up $15.5 million compared to the first quarter of fiscal 2025 primarily due to a $14.8 million increase in gross margin and higher equity income from Serviacero Worthington, partially offset by an increase in SG&A expense.
Liquidity and Capital Resources
Our primary ongoing requirements for cash are expected to be for working capital, funding of acquisitions, dividend payments, debt redemptions and capital expenditures. We believe that our sources of liquidity, including our cash balances, the funds generated by our operating activities and the funds accessible to us, primarily through the Credit Facility, are adequate to fund our operations for the next 12 months and for the foreseeable future and will allow us to meet our current and long-term obligations and strategic initiatives. However, there can be no assurances that our current sources of liquidity and capital resources will continue to be sufficient for our needs or that we will be able to obtain additional debt or equity financing on acceptable terms in the future. A more detailed description regarding our capital structure changes can be found elsewhere in this MD&A as well as in the “Financing Activities” section below.
As of August 31, 2025, our cash, cash equivalents, and restricted cash balance was $78.3 million, compared to cash, cash equivalents, and restricted cash balance of $92.9 million at May 31, 2025.
During the three months ended August 31, 2025, we used $6.3 million of cash in operating activities and $29.6 million of cash in investing activities, which primarily related to $29.4 million invested in property, plant and equipment. Acquisitions, net of cash acquired, during the first quarter of fiscal 2026 was $1.6 million due to the acquisition of the Sitem Group. Additionally, we had net debt proceeds of $30.7 million, and we paid dividends of $8.1 million.
The following table summarizes our consolidated cash flows for the periods presented:
|
|
Three Months Ended |
|
|||||
|
|
August 31, |
|
|
August 31, |
|
||
(In millions) |
|
2025 |
|
|
2024 |
|
||
Net cash provided by (used in) operating activities |
|
$ |
(6.3 |
) |
|
$ |
54.6 |
|
Net cash used in investing activities |
|
|
(29.6 |
) |
|
|
(21.5 |
) |
Net cash provided by (used in) financing activities |
|
|
21.0 |
|
|
|
(37.3 |
) |
Effects of exchange rate changes on cash, cash equivalents, and restricted cash |
|
|
0.3 |
|
|
|
- |
|
Decrease in cash, cash equivalents, and restricted cash |
|
|
(14.6 |
) |
|
|
(4.2 |
) |
Cash, cash equivalents, and restricted cash at beginning of period |
|
|
92.9 |
|
|
|
40.2 |
|
Cash, cash equivalents, and restricted cash at end of period |
|
$ |
78.3 |
|
|
$ |
36.0 |
|
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. These resources include cash and cash equivalents and unused capacity available under the Credit Facility. As of August 31, 2025, the Credit Facility had availability of $279.6 million, after accounting for the eligible borrowing base. The additional credit extended to us primarily relates to strategic capital expenditure projects. A more detailed description regarding our capital structure changes can be found elsewhere in this MD&A as well as in the “Financing Activities” section below.
We believe we could access the financial markets to be in a position to sell long-term debt or equity securities. However, the continuation of uncertain economic conditions and a heightened 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 will continue to monitor the economic environment and its impact on our operations and liquidity needs.
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. We entered into additional financing arrangements during fiscal 2025 to take advantage of favorable financing terms available through those instruments to fund certain of our strategic capital expenditure projects. Debt financing increased in the first quarter of fiscal 2026 due to the incremental debt assumed in the Sitem Group acquisition and a draw on the BDC Loan. While we believe we currently have adequate capital, 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,
34
Table of Contents
if at all, and such additional equity or debt financing could dilute the interests of our existing shareholders and/or increase our interest costs.
Operating Activities
Our business is cyclical and cash flows from operating activities may fluctuate during the year and from year to year due to economic and industry conditions. We rely on cash and short-term borrowings to meet cyclical increases in working capital needs. These needs generally rise during periods of increased economic activity or increasing raw material prices, requiring higher levels of inventory and accounts receivable. During economic slowdowns, or periods of decreasing raw material costs, working capital needs generally decrease as a result of the reduction of inventories and accounts receivable.
Net cash used in operating activities was $6.3 million during the three months ended August 31, 2025, compared to $54.6 million net cash provided by operating activities during the three months ended August 31, 2024. This change was primarily driven by a $95.2 million increase in cash consumed due to an increase in net operating working capital (accounts receivable, inventories, and accounts payable), which was driven by the increase in average steel prices over the prior year period. These increases were partially offset by the reduction of $12.9 million related to lower compensation and benefit payments, primarily incentive compensation, in the first quarter of fiscal 2026 as compared with the first quarter of fiscal 2025.
Investing Activities
Net cash used in investing activities was $29.6 million during the three months ended August 31, 2025, compared to $21.5 million during the three months ended August 31, 2024. In the current year period, the main driver of net cash used in investing activities was related to capital expenditures, primarily due to the previously announced strategic expansion of our electrical steel operations in Canada to service the transformer market. Acquisitions, net of cash acquired, during the current year period, was $1.6 million due to the acquisition of the Sitem Group. See Note 12 – “Acquisitions” for further information.
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. We estimate our annual maintenance capital needs to be between approximately $40.0 million and $45.0 million, which excludes capital expenditures related to manufacturing capacity expansions, corporate headquarters and other technology upgrades.
Financing Activities
Net cash provided by financing activities was $21.0 million during the three months ended August 31, 2025, compared to net cash used in financing activities of $37.3 million during the three months ended August 31, 2024. The increase in net cash provided by financing activities in the current year period was primarily due to net debt proceeds of $30.7 million, as compared to debt repayments of $25.8 million in the prior year period. The increase in net debt proceeds was primarily related to a $21.6 million draw on the BDC Loan and incremental borrowings on the Credit Facility. Dividends of $8.1 million to shareholders of our common shares were paid during current period.
Revolving credit facility – We entered into the Credit Facility on November 30, 2023. The Credit Facility allows for borrowings of up to $550.0 million, to the extent secured by eligible accounts receivable and inventory balances at period end, which consist primarily of U.S. dollar denominated account balances. Individual amounts drawn under the Credit Facility will have interest periods of up to six months and will accrue interest at rates equal to an applicable margin over the applicable Term SOFR Rate, plus a SOFR adjustment.
As of August 31, 2025, we were in compliance with the financial covenants of the Credit Facility. The Credit Facility does not include credit rating triggers. At August 31, 2025 and May 31, 2025, there were $160.0 million and $149.2 million, respectively, of outstanding borrowings drawn against the Credit Facility. After accounting for the eligible borrowing base, at August 31, 2025 and May 31, 2025, availability under the Credit Facility was $279.6 million and $260.9 million, respectively. Under the Credit Facility, we may extend borrowings up to the maturity date subject to the eligible borrowing base.
Canadian Government Regional Economic Growth Loan – On December 17, 2024, Tempel Canada entered into the FED DEV Loan and received the first distribution of CAD $3.2 million (approximately USD $2.2 million at the time of distribution, which is 90% of the total available through the program) during the third quarter of fiscal 2025. The FED DEV Loan is interest free and is for an amount of up to CAD $3.5 million (approximately USD $2.5 million as of August 31, 2025). The FED DEV Loan is scheduled to be paid off in 60 equal installments beginning April 1, 2027, with the final payment due March 1, 2032. There were no debt issuance costs associated with the FED DEV Loan.
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As of August 31, 2025 and May 31, 2025, $2.3 million was outstanding under the FED DEV Loan.
Business Development Bank of Canada Canadian Loan – On March 25, 2025, Tempel Canada entered into the BDC Letter. Pursuant to the terms of the BDC Letter, BDC has committed to provide Tempel Canada the BDC Loan, subject to the satisfaction of customary closing conditions and deliverables. The purpose of the BDC Loan is to fund the construction of the Burlington Property.
The BDC Loan is structured as a construction draw loan. The draw period for the BDC Loan will lapse on March 21, 2026, unless extended by BDC. Monthly interest only payments will be due until July 1, 2026, at which point the BDC Loan will also be subject to monthly amortization payments until maturity. The BDC Loan will accrue interest (a) during the construction period, at a per annum rate equal to BDC’s Floating Base Rate minus 1.75%, and (b) at all times thereafter, at a per annum rate equal to BDC’s Floating Base Rate minus 1.75% or BDC’s Base Rate minus 1.75%, at Tempel Canada’s election. The Loan matures on June 1, 2051.
Worthington Steel guarantees the payment obligations of Tempel Canada in respect of the BDC Loan. As amended during the first quarter of fiscal 2026, the guarantee is for the full amount of the BDC Loan amount on the date of any demand. Provided that there has never been a breach of certain default conditions, the guarantee is reduced to 50% of the outstanding BDC Loan balance once the principal amount outstanding is less than CAD $40.0 million (approximately USD $29.1 million as of August 31, 2025), subject to the satisfaction of certain conditions. The Company will also provide customary cost overrun and completion guarantees in respect of the construction of the Burlington Property. The obligations of Tempel Canada under the BDC Letter are secured by a mortgage on the Burlington Property, an assignment of rents relating to the Burlington Property, and a lien on certain equipment and other personal property located on or used in connection with the Burlington Property.
As of August 31, 2025, $21.6 million was outstanding on the BDC loan, while there were no amounts drawn and outstanding as of May 31, 2025.
Canadian Advanced Manufacturing and Innovation Competitiveness Loan – On May 12, 2025, Tempel Canada entered into the AMIC Loan, which provided a loan of up to CAD $5.0 million (approximately USD $3.6 million as of August 31, 2025) to support building and equipment expansion at Tempel Canada’s Burlington, Ontario location. The first distribution to Tempel Canada was received in the first quarter of fiscal 2026 in the amount of CAD $1.0 million (approximately USD $0.7 million in quarter received), or 20% of the total available through the program. The remaining 80% is expected to be received in steps as project spending progresses. The AMIC Loan is interest free until June 1, 2028, at which point it will bear interest at a fixed rate of 5.97% per annum with interest due annually. The AMIC Loan is scheduled to be paid off in four equal annual installments beginning June 30, 2029 with the final payment due June 30, 2032. The AMIC Loan is structured with an incentive component that states up to CAD $0.5 million (approximately USD $0.4 million as of August 31, 2025) of the principal may be forgiven if certain performance targets are met. There were no debt issuance costs associated with the AMIC Loan.
As of August 31, 2025, $0.7 million was outstanding under the AMIC Loan.
Sitem Group Term Loans – We assumed the liabilities of the Sitem Group as part of the acquisition and recorded the liabilities within the consolidated balance sheet as part of the opening balance sheet. The Sitem Group’s obligations included various term loans (“Sitem Group Term Loans”), which spanned maturities and had varying interest rates and interest rate mechanism. The obligations, along with the relevant loan terms, are included in the summary table within “Note 7 – Debt.”
As of August 31, 2025, the aggregate amount outstanding of the Sitem Group Term Loans was $48.8 million, which includes the Sitem Group standstill agreement described below.
Standstill Agreement – Sitem Group – Sitem, through its subsidiary Stanzwerk AG, entered into the standstill agreement with UBS Switzerland AG, as agent and a syndicate of lenders in April 2025. The agreement relates to bilateral credit facilities originally provided to Stanzwerk AG in the aggregate principal amount of CHF 17.1 million (approximately USD $21.0 million). Under the terms of the standstill, the lenders agreed to maintain availability under the credit lines through June 30, 2026, and to forbear from exercising termination, enforcement, or acceleration rights with respect to scheduled repayments or collateral during the standstill period, subject to customary extraordinary termination rights upon events of default.
The standstill agreement provides for continued use of the facilities solely for loan advances and requires pro rata utilization of the credit lines across participating lenders. Borrowings bear interest at the applicable reference rate (which is based on the Swiss Average Rate Overnight and has a floor of zero) plus a 500 basis point margin, with an additional 0.25% quarterly commission on overdraft balances.
The standstill agreement contains financial covenants requiring Stanzwerk AG to maintain (i) a minimum equity ratio of 15%, tested quarterly beginning June 30, 2025, and (ii) minimum liquidity of CHF 4.0 million (approximately USD $4.9 million), tested monthly beginning April 30, 2025. Stanzwerk AG was in compliance with these covenants as of August 31, 2025.
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Common shares – On September 24, 2025, the Board declared a quarterly cash dividend of $0.16 per common share payable on December 26, 2025, to shareholders of record at the close of business on December 12, 2025.
There were no common shares purchased by Worthington Steel during the period presented as part of publicly announced plans or programs.
Redeemable noncontrolling interest – While redemption events are contingent, the existence of these features could require us to use available cash, debt capacity, or other resources to satisfy our obligations in the future. We continuously monitor our liquidity profile to ensure adequate capacity to fund potential redemptions, although no such obligations were triggered during the three months ended August 31, 2025.
Dividend Policy
We currently have no material contractual or regulatory restrictions on the payment of dividends provided that no event of default exists under the Credit Facility and it meets the minimum availability threshold thereunder. 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. There is no guarantee that we will continue the payment of dividends in the future or that any dividends declared by the Board in the future will be similar in amount or timing to any dividends previously declared by the Board.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these 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 our financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience, current trends and other factors that we believe to be relevant and reasonable under the circumstances at the time the estimate was made. 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 estimates are defined as those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations. Although actual results historically have not deviated significantly from those determined using our estimates, our 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 estimates. Our critical accounting estimates 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 2025 Form 10-K, with the exception of the estimate below.
Redeemable noncontrolling interest (Sitem Group) – The determination of whether redemption is probable requires significant judgment, including evaluating contractual terms, market conditions, and the intent of minority holders. If redemption becomes probable, the carrying amount is adjusted to redemption value, which could increase volatility in retained earnings and additional paid-in capital in future periods.
Management believes that disclosure of these policies and impacts is necessary for investors to understand the effect of redeemable noncontrolling interests on our financial condition, results of operations, and liquidity.
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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 2025 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that Worthington Steel 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 Steel’s 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 Steel’s 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, 2025). Based on that evaluation, Worthington Steel’s principal executive officer and principal financial officer have concluded that such disclosure controls and procedures 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, 2025) 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 or in the aggregate, will have a material adverse effect on our business, financial position, results of operations 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 2025 Form 10-K available at www.sec.gov or at www.worthingtonsteel.com, we included a detailed discussion of our risk factors. Our risk factors have not changed significantly from those disclosed in the 2025 Form 10-K. These risk factors should be read carefully when 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 2025 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 2025 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 Steel sold by Worthington Steel during the period covered by this Form 10-Q, which 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 stock awards and performance share awards are treated as common share repurchases. However, those withheld common shares are not considered common share repurchases under an authorized common share repurchase plan or program. The table below provides information regarding common shares withheld from our employees to satisfy minimum statutory tax withholding obligations arising from the vesting of restricted common shares and performance share awards.
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Total Number of |
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Common Shares |
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Purchased as |
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Maximum Number of |
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Total Number |
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Average Price |
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Part of Publicly |
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Common Shares that |
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of Common |
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Paid per |
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Announced |
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May Yet Be |
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Shares |
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Common |
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Plans or |
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Purchased Under the |
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Period |
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Purchased |
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Share |
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Programs |
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Plans or Programs |
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June 1-30, 2025 |
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45,070 |
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$ |
25.82 |
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- |
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- |
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July 1-31, 2025 |
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16,425 |
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31.71 |
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- |
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- |
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August 1-31, 2025 |
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- |
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- |
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- |
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- |
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Total |
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61,495 |
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$ |
27.39 |
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- |
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Item 3. – Defaults Upon Senior Securities
Not applicable.
Item 4. – Mine Safety Disclosures
Not applicable.
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Table of Contents
Item 5. – Other Information
During the first quarter of fiscal 2026, 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 Number |
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Exhibit Description |
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Form |
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Exhibit |
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Filing Date |
2.1 |
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Separation and Distribution Agreement, dated November 30, 2023, between Worthington Enterprises, Inc. and Worthington Steel, Inc. |
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8-K |
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2.1 |
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12/5/2023 |
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3.1 |
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Amended Articles of Incorporation of Worthington Steel, Inc. |
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8-K |
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3.1 |
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12/5/2023 |
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3.2 |
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Amended Regulations of Worthington Steel, Inc. |
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8-K |
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3.2 |
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12/5/2023 |
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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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Section 1350 Certification of Principal Executive Officer |
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32.2** |
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Section 1350 Certification of Principal Financial Officer |
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101* |
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Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. |
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104* |
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Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. |
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* Filed herewith
**Furnished herewith
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Table of Contents
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 STEEL, INC. |
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Date: October 10, 2025 |
By: |
/s/ Timothy A. Adams |
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Timothy A. Adams, |
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Vice President and Chief Financial Officer |
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(On behalf of the Registrant as Duly Authorized Officer and as Principal Financial Officer) |
41
FAQ
What dividend did Worthington Steel (WS) declare for the quarter?
How much severance did Worthington Steel record in the quarter?
Did Worthington Steel record any gains from asset sales?
What were the effective tax rates reported?
How does Worthington Steel consolidate joint ventures?
