Recent Developments and Third Quarter Highlights (all comparisons to the third quarter of fiscal 2025):
Net sales were $378.7 million, an increase of 24%.
Net earnings increased 15% to $45.1 million, while adjusted net earnings increased 7% to $48.5 million and adjusted EBITDA grew 15% to $84.6 million.
Earnings per share on a fully-diluted basis ("EPS, diluted") improved to $0.92 from $0.79 per share, while adjusted EPS, diluted increased to $0.98 from $0.91 per share.
Operating cash flow increased 8% to $61.9 million, while free cash flow improved 8% to $48.1 million.
Repurchased 100,000 common shares for $5.4 million, leaving 4,915,000 common shares available for repurchase under the company's existing authorization.
Declared a quarterly dividend of $0.19 per common share payable on June 29, 2026, to shareholders of record at the close of business on June 15, 2026.
Acquired LSI Group ("LSI"), a market-leading manufacturer of standing seam metal roof clips and retrofit components in the commercial metal roof market on January 16, 2026, for approximately $205.0 million, subject to closing adjustments.
"We delivered another quarter of strong, resilient performance, achieving year-over-year growth in adjusted EPS and EBITDA for the sixth consecutive quarter," said Worthington Enterprises President and CEO Joe Hayek. "Our teams delivered solid organic growth across both segments, driving meaningfully higher sales and earnings. We were happy to welcome the LSI team to Worthington when the acquisition closed in January, and we are excited about the contributions they are already making to our Building Products segment."
Financial highlights for the current year and prior year quarters are as follows:
(U.S. dollars in millions, except per share amounts)
3Q 2026
3Q 2025
GAAP Financial Measures
Net sales
$
378.7
$
304.5
Operating income
31.5
20.9
Earnings before income taxes
60.1
52.6
Net earnings
45.1
39.3
EPS, diluted
0.92
0.79
Net cash provided by operating activities
61.9
57.1
Non-GAAP Financial Measures(1)
Adjusted operating income
$
35.2
$
26.2
Adjusted EBITDA
84.6
73.8
Adjusted net earnings
48.5
45.3
Adjusted EPS, diluted
0.98
0.91
Free cash flow
48.1
44.4
(1) Refer to the "GAAP / Non-GAAP Reconciliations" and the "Use of Non-GAAP Financial Measures and Definitions" sections of this release for additional information regarding the use of non-GAAP financial measures and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP.
Consolidated Quarterly Results
Net sales for the third quarter of fiscal 2026 increased $74.2 million, or 24.4%, over the prior year quarter to $378.7 million, driven by higher overall volumes and the impact of acquisitions, which contributed $32.2 million to net sales in the current year quarter. Excluding the impact of acquisitions, net sales increased $42.0 million, or 13.8% compared to the prior year quarter.
Operating income increased $10.7 million to $31.5 million, reflecting higher net sales and improved fixed cost absorption in the company's wholly owned businesses. On an adjusted basis, operating income increased $9.0 million in the third quarter of fiscal 2026 to $35.2 million compared to the prior year quarter, primarily due to higher volumes and contributions from recent acquisitions.
Equity in net income of unconsolidated affiliates decreased $1.4 million from the prior year quarter to $30.7 million, on lower contributions from ClarkDietrich, which were down $3.8 million, partially offset by higher contributions from WAVE, which were up $2.1 million.
Income tax expense was $15.0 million in the third quarter of fiscal 2026, compared to $13.2 million in the prior year quarter. The increase was driven by higher pre-tax earnings. Income tax expense in the third quarter of fiscal 2026 reflects an estimated annual effective tax rate of 24.3%, compared to 24.4% in the prior year quarter.
Balance Sheet and Cash Flow
Total debt at quarter end was $312.0 million, an increase of $9.2 million compared to May 31, 2025, due to an increase in short-term borrowings to fund acquisitions and the remeasurement of the company's euro-denominated notes. The company had $4.8 million outstanding under its revolving credit facility as of February 28, 2026, leaving $495.2 million available for future use and providing substantial liquidity.
The company ended the quarter with cash and cash equivalents of $6.0 million, a decrease of $244.1 million from May 31, 2025, primarily driven by the acquisitions of Elgen Manufacturing ("Elgen") and LSI. During the third quarter of fiscal 2026, the company generated operating cash flow of $61.9 million, of which $13.8 million was invested in capital expenditures, resulting in free cash flow of $48.1 million, up from $44.4 million in the prior year quarter. Capital expenditures in the current year quarter included approximately $4.1 million related to ongoing facility modernization projects.
Quarterly Segment Results
Building Products generated net sales of $223.9 million in the current year quarter, an increase of $59.0 million, or 35.8%, over the prior year quarter. The increase was driven by higher overall volumes and the impact of acquisitions, which contributed $32.2 million to net sales in the current year quarter. Excluding the impact of acquisitions, net sales in Building Products increased $26.8 million, or 16.3% compared to the prior year quarter. Adjusted EBITDA increased $5.6 million from the prior year quarter to $58.8 million, driven by the impact of higher net sales, partially offset by lower overall contributions of equity in net income of unconsolidated affiliates, primarily related to ClarkDietrich.
Consumer Products generated net sales of $154.8 million in the current year quarter, an increase of $15.1 million, or 10.8%, over the prior year quarter, driven by higher volumes and higher average selling prices. Adjusted EBITDA in Consumer Products increased $6.8 million from the prior year quarter to $35.5 million, driven by the impact of higher net sales.
Outlook
"As we approach the end of our fiscal year and look ahead to fiscal 2027, we believe we are very well positioned," Hayek said. "The continued efforts of our teams to bring innovative solutions to our customers support our organic growth. Consistent free cash flow generation and a strong balance sheet provide the flexibility to pursue additional growth opportunities aligned with our strategy. We will continue to prioritize disciplined capital deployment and remain focused on delivering sustainable growth and long-term shareholder value."
Conference Call
The company will review fiscal 2026 third quarter results during its quarterly conference call on March 25, 2026, 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 heating and cooling, cooking, construction and water solutions, and building systems including HVAC and metal roofing components, 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®, BPD, Coleman® (propane cylinders), CoMet®, Elgen, Garden Weasel®, General®, HALO™, Hawkeye™, LEVEL5 Tools®, Logan Stampings, Mag Torch®, NEXI™, Pactool International®, PowerCore™, Ragasco®, Roof Hugger®, 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
Nine Months Ended
February 28,
February 28,
2026
2025
2026
2025
Net sales
$
378,677
$
304,524
$
1,009,836
$
835,878
Cost of goods sold
269,203
215,277
733,449
610,077
Gross profit
109,474
89,247
276,387
225,801
Selling, general and administrative expense
75,745
63,005
217,031
196,959
Restructuring and other expense, net
2,186
5,374
6,306
9,152
Operating income
31,543
20,868
53,050
19,690
Other income (expense):
Miscellaneous income (expense), net
(316
)
258
(4,602
)
809
Interest expense, net
(1,828
)
(628
)
(3,363
)
(2,150
)
Equity in net income of unconsolidated affiliates
30,715
32,081
96,490
102,129
Earnings before income taxes
60,114
52,579
141,575
120,478
Income tax expense
14,994
13,240
34,605
29,122
Net earnings
45,120
39,339
106,970
91,356
Net loss attributable to noncontrolling interest
(343
)
(324
)
(969
)
(820
)
Net earnings attributable to controlling interest
$
45,463
$
39,663
$
107,939
$
92,176
Basic
Weighted average common shares outstanding
49,073
49,377
49,167
49,443
Earnings per share attributable to controlling interest
$
0.93
$
0.80
$
2.20
$
1.86
Diluted
Weighted average common shares outstanding
49,665
49,981
49,822
50,171
Earnings per share attributable to controlling interest
$
0.92
$
0.79
$
2.17
$
1.84
Cash dividends declared per common share
$
0.19
$
0.17
$
0.57
$
0.51
CONSOLIDATED BALANCE SHEETSWORTHINGTON ENTERPRISES, INC.(In thousands)
February 28,
May 31,
2026
2025
Assets
Current assets:
Cash and cash equivalents
$
5,979
$
250,075
Receivables, less allowances of $1,062 and $907, respectively
231,878
215,824
Inventories
Raw materials
104,684
80,522
Work in process
8,087
9,408
Finished products
84,817
79,463
Total inventories
197,588
169,393
Income taxes receivable
25,374
12,720
Prepaid expenses and other current assets
43,044
37,358
Total current assets
503,863
685,370
Investments in unconsolidated affiliates
118,678
129,262
Operating lease assets
44,703
22,699
Goodwill
499,492
376,480
Other intangible assets, net of accumulated amortization of $101,791 and $88,887, respectively
327,353
190,398
Other assets
24,900
20,717
Property, plant and equipment:
Land
8,746
8,703
Buildings and improvements
136,279
132,742
Machinery and equipment
409,609
372,798
Construction in progress
57,206
33,326
Total property, plant and equipment
611,840
547,569
Less: accumulated depreciation
307,291
277,343
Total property, plant and equipment, net
304,549
270,226
Total assets
$
1,823,538
$
1,695,152
Liabilities and equity
Current liabilities:
Accounts payable
$
107,386
$
103,205
Short-term borrowings
4,792
-
Accrued compensation, contributions to employee benefit plans and related taxes
43,062
43,864
Dividends payable
9,833
9,172
Other accrued items
39,659
34,478
Current operating lease liabilities
7,950
6,014
Income taxes payable
554
109
Total current liabilities
213,236
196,842
Other liabilities
58,462
53,364
Distributions in excess of investment in unconsolidated affiliate
109,592
103,767
Long-term debt
307,256
302,868
Noncurrent operating lease liabilities
37,681
17,173
Deferred income taxes, net
94,751
82,901
Total liabilities
820,978
756,915
Shareholders' equity - controlling interest
1,002,479
937,187
Noncontrolling interest
81
1,050
Total equity
1,002,560
938,237
Total liabilities and equity
$
1,823,538
$
1,695,152
WORTHINGTON ENTERPRISES, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)
Three Months Ended
Nine Months Ended
February 28,
February 28,
2026
2025
2026
2025
Operating activities:
Net earnings
$
45,120
$
39,339
$
106,970
$
91,356
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
14,552
11,950
41,402
35,707
Provision for (benefit from) deferred income taxes
4,294
(8,016
)
7,812
(10,871
)
Bad debt (income) expense
(97
)
1,128
112
3,189
Equity in net income of unconsolidated affiliates, net of distributions
4,064
3,089
8,991
10,810
Net (gain) loss on sale of assets
(17
)
(21
)
2,995
(547
)
Stock-based compensation
3,752
2,924
10,504
12,787
Unrealized loss on investment in marketable securities
340
-
1,584
-
Changes in assets and liabilities, net of impact of acquisitions:
Receivables
(16,973
)
(18,553
)
3,870
(9,023
)
Inventories
10,998
14,128
(1,699
)
15,558
Accounts payable
6,612
46
(3,365
)
(12,600
)
Accrued compensation and employee benefits
13,658
8,838
(820
)
(4,628
)
Other operating items, net
(24,365
)
2,279
(23,838
)
15,592
Net cash provided by operating activities
61,938
