WORTHINGTON ENTERPRISES, INC.
For the period ended Feb 28, 2026. Filed Apr 9, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Feb 28, 2026 · Filed Apr 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-11-30; filed 2026-01-09.
0001193125-26-008430
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-02-28; filed 2026-04-09.
0001193125-26-149137
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 95 previous paragraphs and 100 current paragraphs.
50 unchanged; 34 reworded; 15 added; 11 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
On January 16, 2026, we acquired LSI, one of the largest U.S. manufacturers of standing-seam metal roof clips and retrofit components in the commercial roof market. The purchase price was $206.1, net of cash acquired, including an estimated tax equalization payment of approximately $3.0 million, subject to customary post-closing adjustments. Refer to “Note M – Acquisitions” for additional information.
Current report
On December 3, 2025, we acquired Hydrostat’s propane distribution and refurbishment assets. The purchase price was approximately $9.6 million, subject to customary post-closing adjustments. Refer to “Note M – Acquisitions” for additional information.
Current report
During the third quarter of fiscal 2026, we operated in a macroeconomic environment marked by moderating inflation and mixed housing and construction activity. The Federal Reserve reduced the federal funds target range to 3.50% – 3.75% in December 2025 and maintained that range through January and February 2026, signaling a transition from tightening to a more neutral stance. Although mortgage rates eased modestly during the quarter, the 30-year fixed rate remained approximately 6% at quarter end, continuing to pressure affordability and contributing to subdued existing-home sales and limited housing turnover. In Building Products, housing starts showed sequential stabilization but remained below prior-year levels, while builder sentiment remained depressed. Nonresidential construction activity leveled off, while forward-planning data reflects cautious project pipelines, particularly outside large-scale infrastructure and data center categories.
Current report
In Consumer Products, this macroeconomic environment is expected to continue pressuring discretionary spending, as elevated interest rates and cautious sentiment weigh on large-ticket purchases and project timing. As a result, we expect point-of-sale activity to remain uneven as consumers seek clearer direction on inflation trends, interest rate stability, and overall economic momentum.
Current report
Global Trade Policy
Current report
On February 20, 2026, the U.S. Supreme Court ruled that tariffs imposed under the IEEPA exceeded presidential authority and were therefore invalid. The President immediately replaced the IEEPA tariffs with tariffs under alternative statutory authority, though the scope and duration of future tariffs remain uncertain. We are evaluating the impacts of these developments on our supply chain costs and pricing. We may be entitled to refunds of IEEPA tariffs, though the process and timing for obtaining such refunds remain uncertain. As of February 28, 2026, we have not recorded any impact for potential recovery of tariff-related costs as refunds are uncertain.
Current report
Consumer Products – Net sales totaled $154.8 million in the current year quarter, up $15.1 million, or 10.8% over the prior year quarter, driven by higher volume and higher average selling prices.
Current report
Gross profit for the current year quarter increased $20.3 million, or 22.8%, over the prior year quarter to $109.5 million, driven by the impact of higher overall volume, including contributions from our fiscal 2026 acquisitions, and higher average selling prices. While gross profit was up over the prior year quarter, gross margin decreased slightly, primarily due to the amortization of a portion of the inventory step-up associated with the LSI acquisition.
Current report
Gross profit was $276.4 million for the current year period, an increase of $50.6 million, or 22.4% over the prior year period on higher overall volume, including contributions from our fiscal 2026 acquisitions, and higher average selling prices.
Current report
SG&A increased $12.7 million, or 20.2%, from the prior year quarter, primarily due to the addition of LSI and Elgen. As a percentage of net sales, SG&A was down from 20.7% in the prior year quarter to 20.0%.
Current report
SG&A increased $20.0 million, or 10.2%, from the prior year period, primarily due to the addition of LSI and Elgen. As a percentage of net sales, SG&A was down from 23.6% in the prior year period to 21.5%.
Current report
Interest expense, net increased $1.2 million in both the current year quarter and current year period due to lower interest income generated from cash on hand and higher average debt levels associated with amounts drawn under the Credit Facility to fund the LSI acquisition.
Current report
Consumer Products –Adjusted EBITDA was $35.5 million, an increase of $6.9 million, or 24.1% over the prior year quarter, primarily driven by the impact of higher net sales and gross margin improvement, partially offset by higher SG&A. Adjusted EBITDA in the prior year quarter was negatively impacted by $1.1 million of bad debt expense related to a customer bankruptcy.
Current report
Other –Adjusted EBITDA increased $0.3 million compared to the prior year quarter, as higher equity earnings from Workhorse offset lower equity earnings from SES.
Current report
Building Products –Adjusted EBITDA was $171.8 million in the current year period, an increase of $30.2 million, or 21.3%, over the prior year period. The increase was driven by higher overall volumes and the impact of acquisitions, which contributed $9.0 million of adjusted EBITDA in the current year period, partially offset by lower overall contributions of equity income.
Removed paragraphs (11)
Previous report
During the second quarter of fiscal 2026, we continued to operate in a softer macroeconomic environment characterized by mixed consumer sentiment and subdued commercial construction activity. Moderate inflationary pressures and tariff uncertainty continue to guide monetary policy with the Federal Reserve maintaining its measured easing cycle, lowering the federal funds target range to 3.50% – 3.75% at its December 2025 meeting for the third consecutive quarter. Despite the Federal Reserve’s policy rate reductions, mortgage rates remained historically high. The 30-year fixed rate was 6.23% as of November 30, 2025, creating a pronounced lock-in effect in housing markets, limiting existing home sales and pushing turnover to multi-decade lows. In Building Products, high financing costs constrained new residential construction. Commercial and industrial channels also softened as slower manufacturing output and more conservative capital spending weighed on project pipelines.
Previous report
This macroeconomic environment is expected to continue weighing on the consumer in the form of reduced discretionary spending and cautious buying patterns, which is anticipated to continue hindering point-of-sale activity. We expect demand to remain uneven as market participants await clearer signals on inflation, interest rates, and broader economic momentum.
Previous report
Consumer Products – Net sales totaled $119.9 million in the current year quarter, up $3.2 million, or 2.7% over the prior year quarter, as favorable product mix helped to offset modestly lower volume across most of the portfolio.
Previous report
Gross profit for the current year quarter increased $10.5 million, or 14.2%, over the prior year quarter to $84.6 million, driven by the impact of higher overall volume in the wholly owned businesses of Building Products. These improvements were partially offset by a $2.5 million decline in Consumer Products, driven by higher conversion costs and slightly lower volume. While gross profit was up over the prior year quarter, gross margin declined 120 basis points as mix shifted toward lower-margin value streams and unfavorable conversion costs more than offset higher overall volume.
Previous report
Gross profit was $166.9 million for the current year period, an increase of $30.3 million, or 22.2% over the prior year period on higher volume in Building Products and contributions from Elgen, partially offset by slightly lower contributions from Consumer Products, down $3.1 million, driven by higher conversion costs and lower overall volume.
Previous report
SG&A increased $2.8 million, or 4.1%, from the prior year quarter, primarily due to the addition of Elgen, partially offset by lower bad debt expense due to a customer bankruptcy in the prior year quarter.
Previous report
SG&A increased $7.3 million, or 5.4%, from the prior year period, primarily due to the addition of Elgen, partially offset by lower bad debt expense due to a customer bankruptcy in the prior year period.
Previous report
Consumer Products –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 volume.
Previous report
Other –Adjusted EBITDA decreased $1.6 million compared to the prior year quarter, driven by lower equity earnings from the Sustainable Energy Solutions joint venture.
Previous report
Unallocated Corporate – Unallocated SG&A decreased $0.2 million, or 3.0%, from the prior year quarter, primarily driven by an increase in costs recovered through the Transition Services Agreement with Worthington Steel and lower corporate overhead expenses.
Previous report
Building Products–Adjusted EBITDA was $110.8 million in the current year period, an increase of $23.9 million over the prior year period, primarily due to volume growth in the wholly owned businesses. The current year period was negatively impacted by $2.2 million of nonrecurring items related to the Elgen acquisition, reflecting a purchase accounting step up in inventory to fair value.
Reworded paragraphs (34)
Previous wording
We are a market-leading designer and manufacturer of innovative products and services, including manufactured metal products, organized around attractive end markets under two separate and distinct reportable operating segments: Consumer Products and Building Products. Our primary goal is to create value for our shareholders. Built on the successful foundation of the Worthington Business System, we apply a disciplined approach to capital deployment and seek to grow earnings by optimizing our operations and supply chain, developing and commercializing innovative products and applications, and pursuing strategic investments and acquisitions.
Current wording
We are a market-leading designer and manufacturer of innovative products and services, including manufactured metal products, organized around attractive end markets under two separate and distinct reportable operating segments: Building Products and Consumer Products. Our primary goal is to create value for our shareholders. Built on the successful foundation of the Worthington Business System, we apply a disciplined approach to capital deployment and seek to grow earnings by optimizing our operations and supply chain, developing and commercializing innovative products and applications, and pursuing strategic investments and acquisitions.
Previous wording
Our Building Products business is a market-leading provider of pressurized containment solutions, providing critical components in essential end markets, such as heating, cooking, cooling and water, and, through our unconsolidated joint ventures, WAVE and ClarkDietrich, ceiling suspension systems and light gauge metal framing products. Our pressurized containment solutions include refrigerant and LPG cylinders, well water and expansion tanks, and other specialty products which are generally sold to gas producers and distributors. Refrigerant gas cylinders are used to hold refrigerant gases for commercial, residential, and automotive air conditioning and refrigeration systems. LPG cylinders hold fuel for residential and light commercial heating systems, barbeque grills and recreational vehicle equipment, industrial forklifts and commercial/residential cooking (the latter, generally outside North America). Well water tanks and expansion tanks are used primarily in the residential market with certain products also sold to commercial markets. Specialty products include a variety of fire suppression tanks, chemical tanks, and foam and adhesive tanks. With the acquisition of Elgen on June 18, 2025, we expanded our portfolio to include HVAC parts and components, further strengthening our position across the end markets we serve.
Current wording
Our Building Products business is a market-leading provider of pressurized containment solutions, providing critical components in essential end markets, such as heating, cooking, cooling and water, HVAC systems and components, metal roofing clips and components and, through our unconsolidated joint ventures, WAVE and ClarkDietrich, ceiling suspension systems and light gauge metal framing products. Our pressurized containment solutions include refrigerant and LPG cylinders, well water and expansion tanks, and other specialty products which are generally sold to gas producers and distributors. Refrigerant gas cylinders are used to hold refrigerant gases for commercial, residential, and automotive air conditioning and refrigeration systems. LPG cylinders hold fuel for residential and light commercial heating systems, barbeque grills and recreational vehicle equipment, industrial forklifts and commercial/residential cooking (the latter, generally outside North America). Well water tanks and expansion tanks are used primarily in the residential market with certain products also sold to commercial markets. Specialty products include a variety of fire suppression tanks, chemical tanks, and foam and adhesive tanks.
Previous wording
Our Consumer Products business has a diverse product offering in the tools, outdoor living and celebrations categories, including propane-filled cylinders for torches and related accessories, handheld torches, specialized hand tools and instruments, drywall tools, propane-filled camping cylinders, helium-filled balloon kits, and accessories and gas griddles and pizza ovens sold primarily to mass merchandisers, retailers and distributors. Sales to one customer in Consumer Products accounted for 10.1% of our consolidated net sales in the second quarter of fiscal 2026.
Current wording
Our Consumer Products business has a diverse product offering in the tools, outdoor living and celebrations categories, including propane-filled cylinders for torches and related accessories, handheld torches, specialized hand tools and instruments, drywall tools, propane-filled camping cylinders, helium-filled balloon kits, and accessories and gas griddles and pizza ovens sold primarily to mass merchandisers, retailers and distributors. Sales to one customer in Consumer Products accounted for 12.1% of our consolidated net sales in the third quarter of fiscal 2026.
Previous wording
On October 16, 2025, we divested our 49% interest in the composite business of our SES joint venture. In exchange for our divested interest in the composite business, we received common shares in both Hexagon Composites and Hexagon Purus. The transaction aligns the core remaining capabilities of the SES joint venture – primarily Type 1 low-pressure, steel cylinder and storage infrastructure applications – with our long-term strategic priorities. Refer to “Note B – Investments in Unconsolidated Affiliates” and “Note O – Fair Value Measurements” for additional information.
Current wording
On October 16, 2025, we divested our 49% interest in the composite business of our SES joint venture. In exchange for our divested interest in the composite business, we received common shares of both Hexagon Composites and Hexagon Purus. The transaction aligns the core remaining capabilities of the SES joint venture – primarily Type 1 low-pressure, steel cylinder and storage infrastructure applications – with our long-term strategic priorities. Refer to “Note B – Investments in Unconsolidated Affiliates” and “Note O – Fair Value Measurements” for additional information.
Previous wording
On June 18, 2025, we acquired Elgen, a leading provider of HVAC parts and components. The purchase price was approximately $91.2 million, net of cash acquired. Elgen began operating as part of Building Products in the first quarter of fiscal 2026. Refer to “Note M – Acquisitions” for additional information.
Current wording
On June 18, 2025, we acquired Elgen, a leading provider of HVAC parts and components. The purchase price was approximately $90.7 million, net of cash acquired. Elgen began operating as part of Building Products in the first quarter of fiscal 2026. Refer to “Note M – Acquisitions” for additional information.
Previous wording
On June 3, 2024, we completed the acquisition of Ragasco, a leading global manufacturer of composite propane cylinders based in Norway. The purchase price consisted of cash consideration of $108.6 million, including an earnout that was settled in March 2025. Ragasco began operating as part of Building Products in the first quarter of fiscal 2025.
Current wording
On June 3, 2024, we completed the acquisition of Ragasco, a leading global manufacturer of composite propane cylinders based in Norway. The purchase price consisted of cash consideration of $108.6 million, including an earnout that was settled in March 2025. Ragasco began operating as part of Building Products in the first quarter of fiscal 2025. Changes in the fair value of this earnout were reflected in Restructuring and other expense, net.
Previous wording
Throughout the first six months of fiscal 2026, inventory levels at most key retailer and distributor customers remained aligned with end-consumer demand, and replenishment activity generally mirrored point-of-sale trends, with no material build-up in our distribution or retail channels. Customers maintained a cautious approach in managing tariff-related cost pressures, continuing to trim orders for lower-volume items.
Current wording
Throughout the first nine months of fiscal 2026, inventory levels at most key retailer and distributor customers remained aligned with end-consumer demand, and replenishment activity generally mirrored point-of-sale trends, with no material build-up in our distribution or retail channels.
Previous wording
During the second quarter of fiscal 2026, conditions across our key end markets were mixed. U.S. residential construction spending remained soft, approximately 5% below prior year levels, while non-residential construction was stable with limited month-to-month momentum. Housing activity showed selective stabilization as existing home sales improved in November 2025, but authorized housing permits and private housing starts declined, indicating a weaker forward pipeline. Builder sentiment remained deeply negative, with the November 2025 HMI at 38, marking the 19th consecutive month below the 50 threshold, and 41% of builders reported cutting prices, the highest level in the post-COVID period. The non-residential outlook was mixed, as the ABI declined to 45.3 in November 2025 from 47.6 in October 2025, remaining below the 49.6 reported in November 2024 and indicating persistent contraction in design billings despite month-to-month variability. The DMI decreased to 276.8 in November 2025, down from 301.4 in August 2025, yet still elevated compared to 191.5 in November 2024, signaling strong yet potentially peaking planning activity. The LIRA continues to project approximately 1.2% growth in homeowner improvement spending through June 2026. Collectively, these indicators point to uneven demand across our key end markets and we expect this trend to continue as we progress through fiscal 2026. Against this backdrop, we are prioritizing disciplined execution, portfolio diversification, and operational efficiency initiatives to mitigate near-term macroeconomic pressures while positioning the business for long-term success and value creation.
Current wording
During the third quarter of fiscal 2026, conditions across our key end markets remained mixed. U.S. Residential Construction Spend was modestly below prior-year levels, while Authorized Housing Permits and U.S. Private Housing Starts both declined from a year ago, indicating that current activity remained soft and that the near-term pipeline from new residential construction was still under pressure. Existing Home Sales, by contrast, improved to a 4.09 million seasonally adjusted annual rate in February 2026, up 1.7% from January 2026, suggesting some stabilization in housing turnover that could modestly support downstream demand in some of our key end markets. Builder sentiment remained weak, with the HMI at 36 in February 2026, well below the neutral 50 level and consistent with continued affordability-related caution among home buyers and builders. The ABI remained below the 50 threshold, signaling continued contraction in design activity, while the DMI fell 7.3% in February 2026 to 250.0 from January 2026, indicating further moderation in the future non-residential pipeline. The LIRA continued to project modest homeowner improvement spending in calendar year 2026, with growth expected to slow from 2.9% early in the year to 1.6% by calendar year-end. Taken together, these indicators suggest uneven demand across our end markets, with some stabilization in resale housing activity, but continued softness in new residential construction, builder sentiment, and non-residential planning activity. Against this backdrop, we are prioritizing disciplined execution, portfolio diversification, and operational efficiency initiatives to mitigate near-term macroeconomic pressures while positioning the business for long-term success and value creation.
Previous wording
Steel: Steel is our most significant direct material cost across both Consumer Products and Building Products. During the second quarter of fiscal 2026, hot-rolled steel prices increased from late-summer lows, rising from $834 per ton in August 2025 to $855 per ton in November 2025, driven by firmer order activity and mill-announced price increases. Even with this sequential increase, pricing remains meaningfully below the April 2025 peak of $945 per ton. Cold-rolled steel pricing was more stable, edging down from $1,050 per ton in August 2025 to $1,040 per ton in November 2025, reflecting steady demand in key end markets. Our balanced sourcing strategy, combining firm-price contracts for select inputs with index-based agreements for others, enabled us to effectively manage these pricing trends and support margin stability.
Current wording
Steel: Steel is our most significant direct material cost across both Building Products and Consumer Products. During February 2026, hot-rolled steel prices increased meaningfully from late-fiscal 2026 second quarter levels, averaging approximately $984 per ton compared to $855 per ton in November 2025, reflecting a clear firming in market conditions versus the second quarter of fiscal 2026. Cold-rolled steel also moved higher, averaging approximately $1,126 per ton in February 2026 compared to $1,040 per ton in November 2025. Overall, the sequential move and the strength late in the quarter indicate that steel has shifted from a period of softness into a firmer pricing environment. Our balanced sourcing strategy, combining firm-price contracts for select inputs with index-based agreements for others, enabled us to effectively manage these pricing trends and support margin stability.
Previous wording
Aluminum: During the second quarter of fiscal 2026, aluminum costs increased to record levels, reflecting both tighter market supply and a June 2025 increase in U.S Section 232 tariffs to 50%, which drove U.S Midwest aluminum premiums to elevated levels. These changes impacted components such as fuel cylinder valves and other aluminum-intensive assemblies. Where possible, we mitigated these increases through forward purchasing and supplier negotiations, but tariff-related cost pressure on aluminum is expected to persist through the remainder of fiscal 2026.
Current wording
Aluminum: During the third quarter of fiscal 2026, aluminum costs increased meaningfully on a sequential basis, reflecting a firming in global base metal pricing. In addition to higher global benchmark pricing, U.S. delivered aluminum costs continue to be influenced by regional premiums and trade policy dynamics, including the Section 232 tariffs, which can affect overall transaction prices for aluminum-intensive components. Where possible, we mitigated these increases through forward purchasing and supplier negotiations, but tariff-related cost pressure on aluminum is expected to persist through the remainder of fiscal 2026.
Previous wording
Propane, propylene, and other gases: Propane and propylene costs were generally favorable through the first six months of fiscal 2026, with market prices trending below the prior year period. This trend was driven by strong overall supply levels and softer end-market demand. A portion of our propane and propylene requirements are secured under fixed-price supply agreements, which limited our exposure to spot fluctuations. Costs for helium and other industrial gases declined from the prior year quarter, providing a margin benefit in select consumer-facing product lines, particularly within Consumer Products.
Current wording
Propane, propylene, and other gases: Propane and propylene costs were generally stable to modestly favorable through the first nine months of fiscal 2026, with market prices trending below the prior year period. This trend was driven by strong overall supply levels and softer end-market demand. A portion of our propane and propylene requirements are secured under fixed-price supply agreements, which limited our exposure to spot fluctuations. Costs for helium and other industrial gases declined from the prior year quarter, providing a margin benefit in select consumer-facing product lines, particularly within Consumer Products.
Previous wording
Historically, net sales tend to be stronger in our fiscal third and fourth quarters for Consumer Products when our facilities perform at seasonal peaks, matching consumer demand. Sales in Building Products are generally stronger in the first and fourth quarters of our fiscal year due to weather conditions, customer business cycles, and the timing of renovation and new construction projects.
Current wording
Historically, net sales in both Building Products and Consumer Products tend to be stronger in our fiscal third and fourth quarters. In Building Products, this seasonality is generally driven by weather conditions, customer business cycles, and the timing of renovation and new construction projects, while in Consumer Products, it is driven by our facilities performing at seasonal peaks, matching consumer demand.
Previous wording
The following discussion provides an overview of results for the three months and six months ended November 30, 2025 and 2024.
Current wording
The following discussion provides an overview of results for the three and nine months ended February 28, 2026 and 2025:
Previous wording
Building Products – Net sales totaled $207.5 million in the current year quarter, up $50.2 million, or 31.9%, over the prior year quarter, driven by higher overall volume and the addition of Elgen.
Current wording
Building Products – Net sales totaled $223.9 million in the current year quarter, up $59.1 million, or 35.9%, over the prior year quarter, driven by higher overall volume and the impact of acquisitions, which contributed $32.2 million to net sales in the current year quarter.
Previous wording
Building Products – Net sales totaled $392.3 million in the current year period, up $95.3 million, or 32.1%, over the prior year period, driven by higher overall volume, and the addition of Elgen.
Current wording
Building Products – Net sales totaled $616.1 million in the current year period, an increase of $154.3 million, or 33.4%, over the prior year period, driven by higher overall volume and the impact of acquisitions, which contributed $77.6 million to net sales in the current year period.
Previous wording
Consumer Products – Net sales totaled $238.9 million in the current year period, an increase of $4.6 million, or 2.0%, over the prior year period as higher average selling prices more than offset the impact of lower volume.
Current wording
Consumer Products – Net sales totaled $393.7 million in the current year period, an increase of $19.6 million, or 5.2%, over the prior year period, as higher average selling prices more than offset the impact of slightly lower volume.
Previous wording
Restructuring and other expense, net in the current year quarter and current year period consisted primarily of transaction costs related to acquisitions and divestitures, as well as employee severance. Restructuring activity in the prior year quarter and prior year period was driven by the accelerated vesting of certain outstanding equity awards upon the retirement of our former CEO.
Current wording
Restructuring and other expense, net in the current year quarter and current year period consisted primarily of transaction costs related to acquisitions and divestitures, as well as employee severance. Restructuring activity in the prior year quarter and prior year period was driven by the accelerated vesting of certain outstanding equity awards upon the retirement of our former CEO and a change in fair value of an earnout associated with the Ragasco acquisition.
Previous wording
Miscellaneous expense in both the three and six month periods ended November 30, 2025, was driven by the divestiture of our 49% interest in the composite business of our SES joint venture on October 16, 2025, and the related mark-to-market loss on the marketable securities received in exchange for our interest in the divested assets.
Current wording
Miscellaneous expense in both the current year quarter and current year period was driven by the divestiture of our 49% interest in the composite business of our SES joint venture on October 16, 2025, and the related mark-to-market loss on the marketable securities received in exchange for our interest in the divested assets.
Previous wording
Includes our share of the equity earnings of the Workhorse and the SES joint venture.
Current wording
Includes our share of the equity earnings from the Workhorse and the SES joint ventures.
Previous wording
Equity income decreased $5.5 million from the prior year quarter to $29.1 million, on lower contributions from ClarkDietrich, which were down $5.6 million, driven by the impact of weak non-residential construction activity and pricing pressure, partially offset by higher contributions from WAVE, up $1.7 million.
Current wording
Equity income decreased $1.4 million from the prior year quarter to $30.7 million, on lower contributions from ClarkDietrich, which were down $3.8 million, driven by the impact of weak non-residential construction activity and pricing pressure, partially offset by higher contributions from WAVE, up $2.1 million.
Previous wording
Equity income was down $4.3 million from the prior year period, driven by lower contributions from ClarkDietrich, as continued pricing pressure and an unfavorable shift in project mix led to lower gross profit.
Current wording
Equity income was down $5.6 million from the prior year period, driven by lower contributions from ClarkDietrich, which were down $12.2 million as continued pricing pressure and an unfavorable shift in project mix led to lower gross profit, partially offset by higher contributions from WAVE, up $8.4 million.
Previous wording
Income tax expense was $8.8 million in the current year quarter compared to $9.1 million in the prior year quarter. The decrease was primarily driven by lower pre-tax earnings.
Current wording
Income tax expense was $15.0 million in the current year quarter compared to $13.2 million in the prior year quarter. The increase was primarily driven by higher pre-tax earnings.
Previous wording
Income tax expense was $19.6 million in the current year period compared to $15.9 million in the prior year period. The increase was primarily driven by higher pre-tax earnings.
Current wording
Income tax expense was $34.6 million in the current year period compared to $29.1 million in the prior year period. The increase was primarily driven by higher pre-tax earnings.
Previous wording
Building Products–Adjusted EBITDA was $53.0 million, an increase of $5.8 million, or 12.3% compared to the prior year quarter, primarily due to volume growth in the wholly owned businesses, partially offset by lower overall contributions of equity income, driven by a $5.6 million decline at ClarkDietrich.
Current wording
Building Products –Adjusted EBITDA was $58.8 million, an increase of $5.6 million, or 10.5% compared to the prior year quarter, driven by the impact of higher net sales, partially offset by lower overall contributions of equity income.
Previous wording
Consumer Products –Adjusted EBITDA decreased $1.9 million from the prior year period, as the combined impact of lower volume, higher conversion costs, and unfavorable product mix more than offset the impact of higher average selling prices.
Current wording
Consumer Products –Adjusted EBITDA increased $5.0 million, or 8.1%, from the prior year period, as the impact of higher average selling prices was partially offset by lower overall volume, higher conversion costs, and higher SG&A.
Previous wording
Other –Adjusted EBITDA decreased $2.1 million compared to the prior year period, driven by lower contributions of equity earnings from the SES joint venture and Workhorse.
Current wording
Other –Adjusted EBITDA decreased $1.8 million compared to the prior year period, driven by lower contributions of equity earnings from the SES joint venture.
Previous wording
Unallocated Corporate – Unallocated SG&A decreased $0.9 million, or 6.2%, from the prior year period, primarily driven by lower profit sharing and bonus accruals, as well as an increase in costs recovered through the Transition Services Agreement with Worthington Steel.
Current wording
Unallocated Corporate – Unallocated SG&A increased $1.0 million, or 4.9%, from the prior year period, primarily driven by higher profit sharing and bonus accruals.
Previous wording
During the six months ended November 30, 2025, we generated $92.6 million of cash from operating activities, invested $25.6 million in property, plant and equipment, and spent approximately $92.0 million to acquire 100% of the outstanding equity interests in Elgen. Additionally, we paid $20.0 million to repurchase 350,000 common shares and paid dividends of $18.2 million on the common shares during the six months ended November 30, 2025.
Current wording
During the current year period, we generated $154.5 million of cash from operating activities, invested $39.4 million in property, plant and equipment, and spent approximately $303.4 million to acquire 100% of the outstanding equity interests in Elgen and LSI, and the propane and distribution assets of Hydrostat. Additionally, we paid $25.3 million to repurchase 450,000 common shares and paid dividends of $27.5 million on the common shares during the current year period.
Previous wording
We believe we have access to adequate resources to meet the needs of our existing businesses for normal operating costs, mandatory capital expenditures, debt redemptions, dividend payments, and working capital, to the extent not funded by cash provided by operating activities, for at least 12 months and for the foreseeable future thereafter. These resources include cash and cash equivalents and unused committed lines of credit under our Credit Facility, which had a total of $500.0 million of borrowing capacity available to be drawn as of November 30, 2025. On December 16, 2025, we signed an agreement to acquire LSI with the transaction expected to close in January 2026. The transaction is expected to be funded primarily with cash on hand, supplemented by modest borrowings under the Credit Facility.
Current wording
We believe we have access to adequate resources to meet the needs of our existing businesses for normal operating costs, mandatory capital expenditures, debt redemptions, dividend payments, and working capital, to the extent not funded by cash provided by operating activities, for at least 12 months and for the foreseeable future thereafter. These resources include cash and cash equivalents and unused committed lines of credit under our Credit Facility, which had a total of $495.2 million of borrowing capacity available to be drawn as of February 28, 2026.
Previous wording
Net cash provided by operating activities was $92.6 million during the six months ended November 30, 2025, up $2.4 million over the prior year period as higher net earnings in the current year quarter was partially offset by an increase in operating working capital requirements (accounts receivable, inventory, and accounts payable) and a $7.1 million decrease in distributions received from unconsolidated affiliates.
Current wording
Net cash provided by operating activities was $154.5 million during the current year period, up $7.2 million over the prior year period as higher net earnings in the current year period was partially offset by a $7.5 million decrease in distributions received from unconsolidated affiliates.
Previous wording
Net cash used by investing activities was $117.9 million during the six months ended November 30, 2025 compared to $101.6 million from the prior year period. Net cash used by investing activities during the six months ended November 30, 2025 was driven primarily by cash paid to acquire the outstanding equity interests in Elgen and capital expenditures, including $14.4 million related to ongoing facility modernization projects.
Current wording
Net cash used by investing activities was $343.9 million during the current year period compared to $115.1 million from the prior year period. Net cash used by investing activities during the current year period was driven primarily by cash paid to acquire the outstanding equity interests in Elgen and LSI, and capital expenditures, including $18.5 million related to ongoing facility modernization projects.
Previous wording
Net cash used by financing activities was $44.5 million during the six months ended November 30, 2025, compared to $39.0 million in the prior year period. During the six months ended November 30, 2025, we paid $20.0 million to repurchase 350,000 common shares and paid dividends of $18.2 million on the common shares.
Current wording
Net cash used by financing activities was $54.7 million during the current year period, compared to $53.6 million in the prior year period. During the current year period, we paid $25.3 million to repurchase 450,000 common shares and paid dividends of $27.5 million on the common shares.
Previous wording
On March 24, 2021, the Board authorized the repurchase of up to 5,618,464 common shares. As of November 30, 2025, 5,015,000 common shares remained available for repurchase under this authorization. The common shares may be repurchased under these authorizations from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flows from operations, general economic conditions and other relevant considerations. Repurchases may be made on the open market or through privately negotiated transactions.
Current wording
On March 24, 2021, the Board authorized the repurchase of up to 5,618,464 common shares. As of February 28, 2026, 4,915,000 common shares remained available for repurchase under this authorization. The common shares may be repurchased under these authorizations from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flows from operations, general economic conditions and other relevant considerations. Repurchases may be made on the open market or through privately negotiated transactions.
Previous wording
Long-term debt and short-term borrowings – As of November 30, 2025, we were in compliance with the financial covenants of our short-term and long-term debt agreements. Our debt agreements do not include credit rating triggers or material adverse change provisions. There were no outstanding borrowings drawn against the Credit Facility at November 30, 2025, leaving the full borrowing capacity of $500.0 million available for future use.
Current wording
Long-term debt and short-term borrowings – As of February 28, 2026, we were in compliance with the financial covenants of our short-term and long-term debt agreements. Our debt agreements do not include credit rating triggers or material adverse change provisions. We had $4.8 million outstanding under the Credit Facility as of February 28, 2026, leaving $495.2 million available for future use.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Unallocated Corporate – Unallocated SG&A increased $2.0 million, or 35.7%, from the prior year quarter, primarily driven by higher profit sharing and bonus accruals.