Recent Developments and Second Quarter Highlights (all comparisons to the second quarter of fiscal 2025):
Net sales were $327.5 million, an increase of 19%.
Net earnings decreased 3% to $27.0 million, while adjusted net earnings increased 7% to $32.5 million and adjusted EBITDA grew 8% to $60.5 million.
Earnings per share ("EPS"), diluted was relatively flat compared to the prior year quarter, while adjusted EPS, diluted increased to $0.65 from $0.60 per share.
Operating cash flow increased 5% to $51.5 million, while free cash flow improved 15% to $39.1 million.
Repurchased 250,000 common shares for $13.7 million leaving 5,015,000 common shares remaining on the company's share repurchase authorization.
Declared a quarterly dividend of $0.19 per common share payable on March 27, 2026, to shareholders of record at the close of business on March 13, 2026.
Announced the signing of an agreement on December 16, 2025, to acquire LSI Group, a leading manufacturer of commercial metal roof clips, accessories and retrofit systems, for approximately $205 million. The transaction is expected to close in January 2026, subject to regulatory approval and other customary closing conditions.
"We delivered solid financial results for the quarter, achieving year-over-year growth in net sales, adjusted EPS and EBITDA, and free cash flow," said Worthington Enterprises President and CEO Joe Hayek. "Strong growth in Building Products drove higher sales and earnings, while our Consumer Products team delivered steady results in a cautious consumer environment. Our team continues to execute well as we advance our strategy to drive sustainable growth and long-term shareholder value."
Financial highlights for the current year and prior year quarters are as follows:
(U.S. dollars in millions, except per share amounts)
2Q 2026
2Q 2025
GAAP Financial Measures
Net sales
$
327.5
$
274.0
Operating income
12.3
3.5
Earnings before income taxes
35.8
37.1
Net earnings
27.0
28.0
EPS, diluted
0.55
0.56
Net cash provided by operating activities
51.5
49.1
Non-GAAP Financial Measures(1)
Adjusted operating income
$
13.9
$
6.1
Adjusted EBITDA
60.5
56.2
Adjusted net earnings
32.5
30.2
Adjusted EPS, diluted
0.65
0.60
Free cash flow
39.1
33.9
(1) Refer to the "Use of Non-GAAP Financial Measures and Definitions" section of this release for additional information regarding the use of non-GAAP financial measures, including reconciliations to the most comparable GAAP measures.
Consolidated Quarterly Results
Net sales for the second quarter of fiscal 2026 increased $53.4 million, or 19.5%, over the prior year quarter to $327.5 million, driven by higher volumes within Building Products, including contributions from Elgen Manufacturing ("Elgen"), which was acquired on June 18, 2025.
Operating income increased $8.7 million to $12.3 million, driven by higher volumes within Building Products, compared to $3.5 million in the prior year quarter. Excluding restructuring and other expense, operating income increased $7.8 million in the quarter to $13.9 million.
Miscellaneous (income) expense was unfavorable by $4.2 million, primarily due to the divestment of the company's 49% interest in the Sustainable Energy Solutions ("SES") joint venture's composite business on October 16, 2025, and the related mark-to-market loss on the securities received as consideration.
Equity income decreased $5.4 million over the prior year quarter to $29.1 million, on lower contributions from ClarkDietrich, which were down $5.6 million, partially offset by higher contributions from WAVE, which were up $1.7 million.
Income tax expense was $8.8 million in the second quarter of fiscal 2026 compared to $9.1 million in the prior year quarter. The decrease was driven by lower pre-tax earnings. Tax expense in the second quarter of fiscal 2026 reflects an estimated annual effective rate of 24.1% in both the current and prior year quarter.
Balance Sheet and Cash Flow
The company ended the quarter with cash of $180.3 million, a decrease of $69.8 million from May 31, 2025, primarily driven by the purchase of Elgen. During the second quarter of fiscal 2026, the company generated operating cash flow of $51.5 million, of which $12.4 million was invested in capital expenditures, resulting in free cash flow of $39.1 million, up from $33.9 million in the prior year quarter. Capital expenditures in the current year quarter included approximately $5.8 million related to ongoing facility modernization projects.
Total debt at quarter end was $305.3 million, consisting entirely of long-term debt, an increase of $2.4 million from May 31, 2025, primarily due to the remeasurement of the company's euro denominated notes. The company had no borrowings under its revolving credit facility as of November 30, 2025, leaving $500.0 million available for future use.
Quarterly Segment Results
Consumer Products generated net sales of $119.9 million in the current year quarter, an increase of $3.2 million, or 2.7%, over the prior year quarter, driven by favorable product mix, partially offset by lower volumes. Adjusted EBITDA was relatively flat at $15.3 million, as the impact of favorable product mix was offset by higher conversion costs and slightly lower volumes.
Building Products generated net sales of $207.5 million in the current year quarter, an increase of $50.2 million, or 31.9%, over the prior year quarter. The increase was driven by higher overall volume, including contributions from Elgen. Adjusted EBITDA increased $5.8 million to $53.0 million, primarily due to volume growth in the wholly owned businesses, partially offset by lower overall contributions of equity income.
Outlook
"Across the company, we remain focused on delivering for our customers, investing in opportunities that fit our strategy and advancing the long-term value of Worthington Enterprises," Hayek said. "As we enter the back half of our fiscal year, which is typically a seasonally stronger period, we are excited about the opportunities ahead. Today, we announced the signing of an agreement to acquire LSI Group. LSI is a leader in the metal roofing components space and is a great example of our growth strategy of acquiring and building leaders in attractive niche markets."
Conference Call
The company will review fiscal 2026 second quarter results during its quarterly conference call on December 17, 2025, at 8:30 a.m. Eastern Time. Details regarding the conference call can be found on the company website at www.WorthingtonEnterprises.com.
About Worthington Enterprises
Worthington Enterprises (NYSE:WOR) is a designer and manufacturer of market-leading brands that improve everyday life by elevating spaces and experiences. The company operates with two primary business segments: Building Products and Consumer Products. The Building Products segment includes cooking, heating, cooling and water solutions, architectural and acoustical grid ceilings and metal framing and accessories. The Consumer Products segment provides solutions for the tools, outdoor living and celebrations categories. Product brands within the Worthington Enterprises portfolio include Balloon Time®, Bernzomatic®, Coleman® (propane cylinders), CoMet®, Elgen, Garden Weasel®, General®, HALO™, Hawkeye™, Level5 Tools®, Mag Torch®, NEXI™, Pactool International®, PowerCore™, Ragasco®, Well-X-Trol® and XLite™, among others.
Headquartered in Columbus, Ohio, Worthington Enterprises and its joint ventures employ approximately 6,000 people throughout North America and Europe.
Founded in 1955 as Worthington Industries, Worthington Enterprises follows a people-first Philosophy with earning money for its shareholders as its first corporate goal. Worthington Enterprises achieves this outcome by empowering its employees to innovate, thrive and grow with leading brands in attractive markets that improve everyday life. The company engages deeply with local communities where it has operations through volunteer efforts and The Worthington Companies Foundation, participates actively in workforce development programs and reports annually on its corporate citizenship and sustainability efforts. For more information, visit worthingtonenterprises.com.
Safe Harbor Statement
Selected statements contained in this release constitute "forward-looking statements," as that term is used in the Private Securities Litigation Reform Act of 1995 (the "Act"). The company wishes to take advantage of the safe harbor provisions included in the Act. Forward-looking statements reflect the company's current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as "believe," "expect," "anticipate," "may," "could," "should," "would," "intend," "plan," "will," "likely," "estimate," "project," "position," "strategy," "target," "aim," "seek," "foresee" and similar words or phrases. These forward-looking statements include, without limitation, statements relating to: future or expected cash positions, liquidity and ability to access financial markets and capital; outlook, strategy or business plans future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, margins, balance sheet strengths, debt, financial condition or other financial measures; pricing trends for raw materials and finished goods and the impact of pricing changes; the ability to improve or maintain margins; expected demand or demand trends for the company or its markets; additions to product lines and opportunities to participate in new markets; expected benefits from transformation and innovation efforts; the ability to improve performance and competitive position at the company's operations; anticipated working capital needs, capital expenditures and asset sales; anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof; projected profitability potential; the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations; projected capacity and the alignment of operations with demand; the ability to operate profitably and generate cash in down markets; the ability to capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets; expectations for company and customer inventories, jobs and orders; expectations for the economy and markets or improvements therein; expectations for generating improving and sustainable earnings, earnings potential, margins or shareholder value; effects of judicial rulings; effects of pandemics and widespread health crises and the various responses of governmental and nongovernmental authorities thereto on economies and markets, and on the company's customers, counterparties, employees and third-party service providers; and other non-historical matters.
Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, those that follow: the effect of conditions in national and worldwide financial markets, including inflation, increases in interest rates and economic recession, and with respect to the ability of financial institutions to provide capital; the impact of tariffs, the adoption of trade restrictions affecting the company's products or suppliers, a United States withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships; changing oil prices and/or supply; product demand and pricing; changes in product mix, product substitution and market acceptance of the company's products; volatility or fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities, labor and other items required by operations; effects of sourcing and supply chain constraints; the outcome of adverse claims experience with respect to workers' compensation, product recalls or product liability, casualty events or other matters; effects of facility closures and the consolidation of operations; the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction and other industries in which the company participates; failure to maintain appropriate levels of inventories; financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom the company does business; the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts; the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from transformation initiatives, on a timely basis; the overall success of, and the ability to integrate, newly-acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom; capacity levels and efficiencies, within facilities, within major product markets and within the industries in which the company participates as a whole; the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, labor shortages, interruption in utility services, civil unrest, international conflicts, terrorist activities or other causes; changes in customer demand, inventories, spending patterns, product choices, and supplier choices; risks associated with doing business internationally, including economic, political and social instability, foreign currency exchange rate exposure and the acceptance of the company's products in global markets; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; the effect of inflation, interest rate increases and economic recession, which may negatively impact the company's operations and financial results; deviation of actual results from estimates and/or assumptions used by the company in the application of its significant accounting policies; the level of imports and import prices in the company's markets; the impact of environmental laws and regulations or the actions of the United States Environmental Protection Agency or similar regulators which increase costs or limit the company's ability to use or sell certain products; the impact of increasing environmental, greenhouse gas emission and sustainability regulations and considerations; the impact of judicial rulings and governmental regulations, both in the United States and abroad, including those adopted by the United States Securities and Exchange Commission and other governmental agencies as contemplated by the Coronavirus Aid, Relief and Economic Security (CARES) Act, the Consolidated Appropriations Act, 2021, the American Rescue Plan Act of 2021, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; the effect of healthcare laws in the United States and potential changes for such laws, which may increase the company's healthcare and other costs and negatively impact the company's operations and financial results; the effects of tax laws in the United States and potential changes for such laws, which may increase the company's costs and negatively impact the company's operations and financial results; cyber security risks; the effects of privacy and information security laws and standards; and other risks described from time to time in the company's filings with the United States Securities and Exchange Commission, including those described in "Part I, Item 1A., Risk Factors" of the company's Annual Report on Form 10-K for the fiscal year ended May 31, 2025.
Forward-looking statements should be construed in the light of such risks. The company notes these factors for investors as contemplated by the Act. It is impossible to predict or identify all potential risk factors. Consequently, readers should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. The company does not undertake, and hereby disclaims, any obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
WORTHINGTON ENTERPRISES, INC.CONSOLIDATED STATEMENTS OF EARNINGS(In thousands, except per common share amounts)
Three Months Ended
Six Months Ended
November 30,
November 30,
2025
2024
2025
2024
Net sales
$
327,452
$
274,046
$
631,159
$
531,354
Cost of goods sold
242,823
199,987
464,246
394,800
Gross profit
84,629
74,059
166,913
136,554
Selling, general and administrative expense
70,721
67,918
141,286
133,954
Restructuring and other expense, net
1,644
2,620
4,120
3,778
Operating income (loss)
12,264
3,521
21,507
(1,178
)
Other income (expense):
Miscellaneous income (expense), net
(4,130
)
65
(4,286
)
551
Interest expense, net
(1,472
)
(1,033
)
(1,535
)
(1,522
)
Equity in net income of unconsolidated affiliates
29,118
34,556
65,775
70,048
Earnings before income taxes
35,780
37,109
81,461
67,899
Income tax expense
8,751
9,100
19,611
15,882
Net earnings
27,029
28,009
61,850
52,017
Net loss attributable to noncontrolling interest
(299
)
(251
)
(626
)
(496
)
Net earnings attributable to controlling interest
$
27,328
$
28,260
$
62,476
$
52,513
Basic
Weighted average common shares outstanding
49,160
49,464
49,212
49,475
Earnings per share attributable to controlling interest
$
0.56
$
0.57
$
1.27
$
1.06
Diluted
Weighted average common shares outstanding
49,762
50,138
49,895
50,264
Earnings per share attributable to controlling interest
$
0.55
$
0.56
$
1.25
$
1.04
Cash dividends declared per common share
$
0.19
$
0.17
$
0.38
$
0.34
CONSOLIDATED BALANCE SHEETSWORTHINGTON ENTERPRISES, INC.(In thousands)
November 30,
May 31,
2025
2025
Assets
Current assets:
Cash and cash equivalents
$
180,288
$
250,075
Receivables, less allowances of $1,130 and $907, respectively
207,320
215,824
Inventories
Raw materials
98,611
80,522
Work in process
8,201
9,408
Finished products
91,629
79,463
Total inventories
198,441
169,393
Income taxes receivable
25,616
12,720
Prepaid expenses and other current assets
37,117
37,358
Total current assets
648,782
685,370
Investment in unconsolidated affiliates
119,222
129,262
Operating lease assets
39,586
22,699
Goodwill
412,764
376,480
Other intangibles, net of accumulated amortization of $96,736 and $88,887, respectively
219,056
190,398
Other assets
25,284
20,717
Property, plant and equipment:
Land
8,727
8,703
Buildings and improvements
135,134
132,742
Machinery and equipment
390,637
372,798
Construction in progress
50,427
33,326
Total property, plant and equipment
584,925
547,569
Less: accumulated depreciation
296,286
277,343
Total property, plant and equipment, net
288,639
270,226
Total assets
$
1,753,333
$
1,695,152
Liabilities and equity
Current liabilities:
Accounts payable
$
104,779
$
103,205
Accrued compensation, contributions to employee benefit plans and related taxes
