WORTHINGTON ENTERPRISES, INC.
For the period ended Feb 28, 2026. Filed Apr 9, 2026.
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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
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Condensed Notes to Consolidated Financial Statements (Unaudited)
(In thousands, except common share and per common share amounts)
Note A – Basis of Presentation
Basis of Presentation
These interim unaudited consolidated financial statements include the accounts of Worthington Enterprises and its consolidated subsidiaries. Significant intercompany accounts and transactions have been eliminated.
We own an 80% controlling interest in Halo. Halo is consolidated with the equity owned by the other joint venture members shown as “noncontrolling interests” in our consolidated balance sheets, and the other joint venture members’ portions of net earnings and OCI are shown as net earnings or comprehensive income attributable to noncontrolling interests in our consolidated statements of earnings and consolidated statements of comprehensive income, respectively.
Investments in unconsolidated affiliates that we do not control are accounted for using the equity method with our proportionate share of income or loss recognized within equity income in our consolidated statements of earnings. See further discussion of our unconsolidated affiliates in “Note B – Investments in Unconsolidated Affiliates.”
These interim unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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, which are of a normal and recurring nature except those which have been disclosed elsewhere in this Form 10-Q, necessary for a fair presentation of the consolidated financial statements for these interim periods, have been included. Operating results for the third quarter of fiscal 2026 are not necessarily indicative of the results that may be expected for the full fiscal year. For further information, refer to the consolidated 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.
Relationship with Worthington Steel
We are party to several agreements with Worthington Steel that govern our ongoing relationship following the Separation, including a Trademark License Agreement, both a short and long-term Transition Services Agreement, and a Steel Supply and Services Agreement. Transactions governed by these agreements are considered related party transactions.
Pursuant to the Steel Supply and Services Agreement, Worthington Steel manufactures and supplies to us, at reasonable market rates, certain flat rolled steel products, and will provide us with certain related support services such as design, engineering/technical services, price risk management, scrap management, steel purchasing, supply chain optimization and product rework services, and other services at our request that are ancillary to the supply of the flat rolled steel products. Purchases from Worthington Steel under the Steel Supply and Services Agreement totaled $34,607 and $27,536 for the current year quarter and prior year quarter, respectively, and $103,508 and $78,991 for the current year period and prior year period, respectively. Accounts payable related to these purchases were $10,614 and $9,099 as of February 28, 2026 and May 31, 2025, respectively.
Activity under all other agreements between Worthington Steel and us related to the Separation was immaterial for the periods presented.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard requires enhanced income tax disclosures, including more detailed information in the effective tax rate reconciliation and disaggregated disclosures of income taxes paid by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. While adoption of this ASU is not expected to have a material effect on our consolidated financial condition, results of operations, or cash flows, it will result in expanded income tax disclosures beginning in the 2026 Form 10-K.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures,” which expands the disclosure of significant costs and expenses. This ASU requires expanded disclosures of significant costs and expenditures within cost of goods sold and SG&A, including amounts of inventory purchased, employee compensation, depreciation, amortization and selling expenses. This ASU also requires expanded qualitative disclosures, including a description of selling expenses and a description of non-disaggregated expenses. This standard is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We expect this ASU to only impact our disclosures with no impact on our results of operations, cash flows and financial condition.
In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software,” which modernizes and clarifies the threshold entities apply to begin capitalizing development costs for internal-use software. This guidance is effective for interim and annual periods beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact the adoption of this ASU will have on our results of operations, cash flows and financial condition.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the application, form and content, and required disclosures for interim financial statements prepared in accordance with GAAP. The ASU improves the organization and clarity of Topic 270 by specifying interim reporting requirements, consolidating required interim disclosures and introducing a disclosure principle for events and changes occurring after the end of the most recent annual reporting period that have a material impact on the entity. This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 for public business entities. Early adoption is permitted. The amendments in this ASU are not expected to have a material effect on our financial position or results of operations.
Note B – Investments in Unconsolidated Affiliates
Investments in joint ventures that we do not control, either through majority ownership or otherwise, are unconsolidated and accounted for using the equity method. At February 28, 2026, we held investments in the following unconsolidated joint ventures: ClarkDietrich (25%); SES (49%); WAVE (50%); and Workhorse (20%).
On October 16, 2025, we divested our 49% interest in the composite business of the SES joint venture, resulting in a loss of$2,950, recorded in miscellaneous income (expense), net in the consolidated statement of earnings for the current year period. In exchange for our interest in the divested assets, we received common shares of both Hexagon Composites and Hexagon Purus. Refer to “Note O – Fair Value Measurements” for information regarding the fair value measurement of these common shares.
We received distributions from unconsolidated affiliates totaling $105,481 during the current year period. We have received cumulative distributions from WAVE in excess of our investment balance, which resulted in a negative asset balance of $109,592 and $103,767 at February 28, 2026 and May 31, 2025, respectively. In accordance with the applicable accounting guidance, we have reclassified the negative balances to distributions in excess of investment in unconsolidated affiliate within our consolidated balance sheets. We will continue to record our equity in the net income of WAVE as a debit to the investment account, and if it becomes positive, it will again be shown as an asset on our consolidated balance sheets. If it becomes probable that any excess distribution may not be returned (upon joint venture liquidation or otherwise), we will immediately recognize any balance classified as a liability as income.
We use the cumulative earnings approach to determine the cash flow presentation of distributions from our unconsolidated joint ventures. Distributions received are included in our consolidated statements of cash flows as operating activities unless the cumulative distributions exceed our share of the cumulative equity in the net earnings of the joint venture. In such cases, the excess distributions are considered returns of investment and are classified as investing activities in our consolidated statements of cash flows.
WAVE and ClarkDietrich are included within the Building Products segment, while the SES and Workhorse joint ventures are reported within Other. The following tables summarize financial information for our unconsolidated affiliates for the periods presented:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| February 28, | February 28, | |||
| 2026 | 2025 | 2026 | 2025 | |
| WAVE | ||||
| Net sales | $122,245 | $118,357 | $377,695 | $358,889 |
| Operating income | 56,635 | 54,681 | 181,785 | 168,111 |
| Depreciation and amortization | 1,512 | 1,436 | 3,941 | 3,797 |
| Interest expense, net | 3,813 | 4,032 | 11,644 | 12,676 |
| Income tax expense | 88 | 70 | 204 | 267 |
| Net earnings | 52,847 | 50,531 | 170,598 | 155,736 |
| ClarkDietrich | ||||
| Net sales | $274,314 | $271,184 | $846,920 | $863,486 |
| Operating income | 23,758 | 36,942 | 62,427 | 108,521 |
| Depreciation and amortization | 5,194 | 3,997 | 14,275 | 11,804 |
| Interest expense (income), net | (248) | 6 | (138) | (100) |
| Income tax expense (benefit) | (70) | 312 | (110) | 898 |
| Net earnings | 22,902 | 37,944 | 63,169 | 111,840 |
| Other | ||||
| Net sales | $56,037 | $70,258 | $201,868 | $246,087 |
| Operating loss | (5,043) | (8,129) | (9,295) | (7,945) |
| Depreciation and amortization | 2,209 | 1,972 | 6,612 | 7,535 |
| Interest expense, net | 188 | 243 | 633 | 992 |
| Income tax expense (benefit) | 7 | (24) | 323 | 147 |
| Net loss | (5,206) | (8,432) | (10,955) | (7,665) |
Note C – Restructuring and Other Expense, Net
Restructuring activities consist of established programs that are intended to fundamentally change our operations. Our restructuring programs may include closing or consolidating production facilities or moving manufacturing of a product to another location, realignment of the management structure of a business unit in response to changing market conditions or general rationalization of headcount. Our restructuring activities generally give rise to employee-related costs, such as severance pay, and facility-related costs, such as exit costs and gains or losses on asset disposals but may include other incremental operating items associated with our ongoing businesses that are nonrecurring in nature but incremental to our normal business activities.
A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other expense, net financial statement caption in our consolidated statement of earnings for the current year periodis summarized below:
| Balance at · Balance at | ||||
|---|---|---|---|---|
| May 31, 2025 | Expense | Payments | February 28, 2026 | |
| Early retirement and severance | $585 | $923 | $(1,192) | $316 |
| Other restructuring charges (1) | 100 | 5,383 | (5,483) | - |
| $685 | $6,306 | $(6,675) | $316 | |
(1)
During the current year period, other restructuring charges consisted primarily of acquisition-related costs such as advisory, legal, and other professional fees.
The total liability associated with our restructuring activities as of February 28, 2026 is expected to be paid in the next 12 months.
Note D – Contingent Liabilities and Commitments
Legal Proceedings
We are defendants in certain legal actions. In the opinion of management, the outcome of these actions, which is not clearly determinable at the present time, would not significantly affect our consolidated financial position or future results of operations. We also believe that environmental issues will not have a material effect on our capital expenditures, consolidated financial position or future results of operations.
Note E – Guarantees
We do not have guarantees that we believe are reasonably likely to have a material current or future effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
At February 28, 2026, we also had in place$9,204 of outstanding stand-by letters of credit issued to third-party service providers. The fair value of these guaranteed instruments, based on premiums paid, was not material andno amounts were drawn against them at February 28, 2026.
Note F – Debt
Our multi-year revolving Credit Facility is scheduled to mature on September 27, 2028. Borrowings under the Credit Facility have maturities of up toone year. We have the option to borrow at rates equal to an applicable margin over the overnight bank funding rate, the prime rate of PNC Bank, National Association or the adjusted daily simple SOFR. The applicable margin is determined by our total leverage ratio. At February 28, 2026, there were $4,792 of borrowings outstanding under the Credit Facility bearing interest at a weighted average of 4.9%, leaving $495,208 available for use. At May 31, 2025, there wereno borrowings outstanding under the Credit Facility.
Note G – Other Comprehensive Income (Loss)
The following table summarizes the tax effects on each component of OCI for the periods presented:
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| February 28, | ||||||
| 2026 | 2025 | |||||
| Before-Tax | Tax | Net-of-Tax | Before-Tax | Tax | Net-of-Tax | |
| Foreign currency translation | $4,324 | $980 | $5,304 | $(1,519) | $(1,185) | $(2,704) |
| Pension liability adjustment | (9) | 2 | (7) | 7 | 154 | 161 |
| Cash flow hedges | 1,157 | (297) | 860 | 694 | (146) | 548 |
| Other comprehensive income (loss) | $5,472 | $685 | $6,157 | $(818) | $(1,177) | $(1,995) |
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| February 28, | ||||||
| 2026 | 2025 | |||||
| Before-Tax | Tax | Net-of-Tax | Before-Tax | Tax | Net-of-Tax | |
| Foreign currency translation | $4,752 | $1,004 | $5,756 | $(4,433) | $(1,006) | $(5,439) |
| Pension liability adjustment | (19) | 4 | (15) | 16 | 151 | 167 |
| Cash flow hedges | (144) | 45 | (99) | 575 | (134) | 441 |
| Other comprehensive income (loss) | $4,589 | $1,053 | $5,642 | $(3,842) | $(989) | $(4,831) |
Note H – Changes in Equity
The following tables summarize the changes in equity by component and in total for the periods presented:
| Controlling Interest | ||||||
|---|---|---|---|---|---|---|
| Additional | ||||||
| Paid In · AOCI · Retained · Noncontrolling | ||||||
| Capital | Net of Tax | Earnings | Subtotal | Interest | Total | |
| Balance at May 31, 2025 | $308,608 | $4,050 | $624,529 | $937,187 | $1,050 | $938,237 |
| Net earnings (loss) | - | - | 35,148 | 35,148 | (327) | 34,821 |
| Other comprehensive income | - | 1,083 | - | 1,083 | - | 1,083 |
| Common shares issued, net of withholding tax | (3,552) | - | - | (3,552) | - | (3,552) |
| Common shares in non-qualified plans | 78 | - | - | 78 | - | 78 |
| Stock-based compensation | 4,856 | - | - | 4,856 | - | 4,856 |
| Purchase and retirement of common shares | (623) | - | (5,636) | (6,259) | - | (6,259) |
| Cash dividends declared | - | - | (9,433) | (9,433) | - | (9,433) |
| Balance at August 31, 2025 | $309,367 | $5,133 | $644,608 | $959,108 | $723 | $959,831 |
| Net earnings (loss) | - | - | 27,328 | 27,328 | (299) | 27,029 |
| Other comprehensive income | - | (1,598) | - | (1,598) | - | (1,598) |
| Common shares issued, net of withholding tax | (2,269) | - | - | (2,269) | - | (2,269) |
| Common shares in non-qualified plans | 53 | - | - | 53 | - | 53 |
| Stock-based compensation | 3,104 | - | - | 3,104 | - | 3,104 |
| Purchase and retirement of common shares | (1,566) | - | (12,129) | (13,695) | - | (13,695) |
| Cash dividends declared | - | - | (9,432) | (9,432) | - | (9,432) |
| Balance at November 30, 2025 | $308,689 | $3,535 | $650,375 | $962,599 | $424 | $963,023 |
| Net earnings (loss) | - | - | 45,463 | 45,463 | (343) | 45,120 |
| Other comprehensive income | - | 6,157 | - | 6,157 | - | 6,157 |
| Common shares issued, net of withholding tax | (15) | - | - | (15) | - | (15) |
| Common shares in non-qualified plans | 33 | - | - | 33 | - | 33 |
| Stock-based compensation | 3,046 | - | - | 3,046 | - | 3,046 |
| Purchase and retirement of common shares | (630) | - | (4,744) | (5,374) | - | (5,374) |
| Cash dividends declared | - | - | (9,430) | (9,430) | - | (9,430) |
| Balance at February 28, 2026 | $311,123 | $9,692 | $681,664 | $1,002,479 | $81 | $1,002,560 |
| Controlling Interest | ||||||
|---|---|---|---|---|---|---|
| Additional | ||||||
| Paid In · AOCI · Retained · Noncontrolling | ||||||
| Capital | Net of Tax | Earnings | Subtotal | Interest | Total | |
| Balance at May 31, 2024 | $299,033 | $454 | $589,392 | $888,879 | $2,133 | $891,012 |
| Net earnings (loss) | - | - | 24,253 | 24,253 | (245) | 24,008 |
| Other comprehensive income | - | 484 | - | 484 | - | 484 |
| Common shares issued, net of withholding tax | (3,158) | - | - | (3,158) | - | (3,158) |
| Common shares in non-qualified plans | 32 | - | - | 32 | - | 32 |
| Stock-based compensation | 6,216 | - | - | 6,216 | - | 6,216 |
| Purchase and retirement of common shares | (884) | - | (5,919) | (6,803) | - | (6,803) |
| Cash dividends declared | - | - | (8,550) | (8,550) | - | (8,550) |
| Balance at August 31, 2024 | $301,239 | $938 | $599,176 | $901,353 | $1,888 | $903,241 |
| Net earnings (loss) | - | - | 28,260 | 28,260 | (251) | 28,009 |
| Other comprehensive income | - | (3,320) | - | (3,320) | - | (3,320) |
| Common shares issued, net of withholding tax | (3,893) | - | - | (3,893) | - | (3,893) |
| Common shares in non-qualified plans | 56 | - | - | 56 | - | 56 |
| Stock-based compensation | 5,539 | - | - | 5,539 | - | 5,539 |
| Purchase and retirement of common shares | (1,212) | - | (6,867) | (8,079) | - | (8,079) |
| Cash dividends declared | - | - | (8,595) | (8,595) | - | (8,595) |
| Balance at November 30, 2024 | $301,729 | $(2,382) | $611,974 | $911,321 | $1,637 | $912,958 |
| Net earnings (loss) | - | - | 39,663 | 39,663 | (324) | 39,339 |
| Other comprehensive income | - | (1,995) | - | (1,995) | - | (1,995) |
| Common shares issued, net of withholding tax | (22) | - | - | (22) | - | (22) |
| Common shares in non-qualified plans | 33 | - | - | 33 | - | 33 |
| Stock-based compensation | 2,890 | - | - | 2,890 | - | 2,890 |
| Purchase and retirement of common shares | (920) | - | (5,250) | (6,170) | - | (6,170) |
| Cash dividends declared | - | - | (8,512) | (8,512) | - | (8,512) |
| Balance at February 28, 2025 | $303,710 | $(4,377) | $637,875 | $937,208 | $1,313 | $938,521 |
The following table summarizes the changes in AOCI for the periods presented:
| Foreign Currency Translation | Pension Liability Adjustment | Cash Flow Hedges | AOCI | |
|---|---|---|---|---|
| Balance at May 31, 2025 | $2,581 | $(365) | $1,834 | $4,050 |
| OCI before reclassifications | 4,752 | (19) | 997 | 5,730 |
| Reclassification adjustments to net earnings (1) | - | - | (1,141) | (1,141) |
| Income tax effect | 1,004 | 4 | 45 | 1,053 |
| Balance at February 28, 2026 | $8,337 | $(380) | $1,735 | $9,692 |
| Foreign Currency Translation | Pension Liability Adjustment | Cash Flow Hedges | AOCI | |
|---|---|---|---|---|
| Balance at May 31, 2024 | $(669) | $(441) | $1,564 | $454 |
| OCI before reclassifications | (4,433) | 16 | 207 | (4,210) |
| Reclassification adjustments to net earnings (1) | - | - | 368 | 368 |
| Income tax effect | (1,006) | 151 | (134) | (989) |
| Balance at February 28, 2025 | $(6,108) | $(274) | $2,005 | $(4,377) |
(1)
The statement of earnings classification of amounts reclassified to net income for cash flow hedges is disclosed in “Note N – Derivative Financial Instruments and Hedging Activities.”
On March 24, 2021, the Board authorized the repurchase of up to 5,618,464 common shares. During the current year period, we repurchased a total of 450,000 common shares under this authorization leaving 4,915,000 common shares available for repurchase at February 28, 2026.
Common shares may be repurchased 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.
Note I – Stock-Based Compensation
Service-Based Restricted Common Shares
During the current year period, we granted an aggregate of 120,725 service-based restricted common shares under our stock-based compensation plans, which cliff vest three years from the grant date. The weighted average grant date fair value of these restricted common shares, based on the weighted average closing price of the underlying common shares on the grant date, was $58.25 per share, or $7,032 in total, and will be recognized on a straight-line basis over thethree-year vesting period, net of any forfeitures.
Special PSAs
On June 30, 2025, we granted special PSAs covering an aggregate of 92,500 common shares (at target levels)to certain members of executive management. Vesting of the awards is subject to time-based restrictions and the achievement of specified levels of ATSR over a three-year service period ending June 30, 2028, in which ATSR must exceed a threshold level in order to be satisfied. The fair value of these market-based restricted common shares was estimated using a Monte-Carlo simulation model that incorporates key assumptions such as the risk-free interest rate, expected volatility and expected dividends. Compensation expense is recognized on a straight-line basis over the three-year vesting period, net of forfeitures, regardless of whether the market condition is satisfied. The estimated grant date fair value of these market-based restricted common shares was $45.39 per common share or $4,199 in total (at target levels).
The following assumptions were used to determine the grant date fair value for our market-based restricted common shares during the current year period:
| Dividend yield | 1.19% |
|---|---|
| Expected volatility | 38.00% |
| Risk-free interest rate | 3.68% |
Performance Shares
Performance shares awarded under our stock-based compensation plans are earned based on the level of achievement with respect to a set of measurement criteria for corporate and business unit targets. The awards generally cover three-year performance periods ending May 31, 2026, 2027, and 2028.
These performance share awards will be paid, to the extent earned, in common shares in the fiscal quarter following the end of the applicable performance period. The fair values of our performance shares are determined by the closing market prices of the underlying common shares at the respective grant dates of the performance shares and the pre-tax stock-based compensation expense is based on our periodic assessment of the probability of the targets being achieved and our estimate of the number of common shares that will ultimately be issued. The ultimate pre-tax stock-based compensation expense to be recognized over the performance period on all tranches will vary based on our periodic assessment of the probability of the targets being achieved. During the current year period, we granted performance share awards covering an aggregate of 53,130 common shares (at target levels). The aggregate grant-date fair value at target for these performance shares is$3,395, which will be recognized over the performance period and adjusted based on our periodic assessment of the probability of achieving the performance targets.
Note J – Income Taxes
Income tax expense for both the current year period and the prior year period reflected estimated annual ETRs of 24.3% and 24.4%, respectively. Management is required to estimate the annual ETR based upon its forecast of annual pre-tax income for domestic and foreign operations. Our actual ETR for fiscal 2026 could be materially different from the forecasted rate as of February 28, 2026.
Note K – Earnings per Share
The following table sets forth the computation of basic and diluted EPS attributable to controlling interest for the periods presented:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| February 28, | February 28, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Numerator (basic and diluted) | ||||
| Net earnings attributable to controlling interest | $45,463 | $39,663 | $107,939 | $92,176 |
| Denominator (shares in thousands) | ||||
| Basic EPS - weighted average common shares | 49,073 | 49,377 | 49,167 | 49,443 |
| Effect of dilutive securities | 592 | 604 | 655 | 728 |
| Diluted EPS - weighted average common shares | 49,665 | 49,981 | 49,822 | 50,171 |
| Basic EPS | $0.93 | $0.80 | $2.20 | $1.86 |
| Diluted EPS | $0.92 | $0.79 | $2.17 | $1.84 |
Stock options and restricted common shares covering an aggregate of 43,228 and 94,521 common shares for the current year quarter and the prior year quarter, respectively, and 11,729 and 104,608 for current year period and the prior year period, respectively, have been excluded from the computation of diluted EPS because the effect would have been antidilutive for those periods.
Note L – Segment Operations
Our operating segments reflect the way in which internally-reported financial information is regularly reviewed by the CODM to analyze performance, make decisions and allocate resources. We have identified our CEO as our CODM. Our CODM evaluates segment performance on the basis of adjusted EBITDA, as described in the “Use of Non-GAAP Financial Measures and Definitions” section. Factors used to identify operating segments include the nature of the products provided by each business, the management reporting structure, similarity of economic characteristics and certain quantitative measures, as prescribed by GAAP. Our operations are organized undertwo operating segments: Consumer Products and Building Products. Activity outside of ourtwo operating segments is presented within “Other” and “Unallocated Corporate” as described further below.
Other includes our share of the equity earnings of two of our unconsolidated joint ventures, SES and Workhorse, and the related investments in these businesses.
Unallocated Corporate includes certain assets and liabilities (e.g. public debt) held at the corporate level as well as general corporate expenses that are not directly attributable to our business operations and are administrative in nature, such as public company and other governance-related costs that benefit the organization as a whole.
The following tables present summarized financial information for our reportable operating segments, Other, and Unallocated Corporate for the periods indicated. A reconciliation from the GAAP financial measure of earnings (loss) before income taxes to the non-GAAP financial measure of adjusted EBITDA is provided directly following the summarized information below.
| Total | ||||||
|---|---|---|---|---|---|---|
| Reportable | ||||||
| Building · Consumer · Operating · Unallocated | ||||||
| Products | Products | Segments | Other | Corporate | Consolidated | |
| Net sales | $223,850 | $154,827 | $378,677 | - | - | $378,677 |
| Cost of goods sold | 172,971 | 96,172 | 269,143 | - | 60 | 269,203 |
| SG&A | 37,437 | 28,180 | 65,617 | - | 10,128 | 75,745 |
| Restructuring and other expense (income), net | 100 | (1) | 99 | - | 2,087 | 2,186 |
| Other segment items (1) | (56) | (25) | (81) | 340 | 1,885 | 2,144 |
| Equity in net income of unconsolidated affiliates | 32,822 | - | 32,822 | (2,107) | - | 30,715 |
| Earnings (loss) before income taxes | 46,220 | 30,501 | 76,721 | (2,447) | (14,160) | 60,114 |
| Reconciling items to adjusted EBITDA (2) | ||||||
| Amortization of inventory step-up | 1,500 | - | 1,500 | - | - | 1,500 |
| Depreciation and amortization | 10,382 | 3,969 | 14,351 | - | 201 | 14,552 |
| Interest expense (income) | (33) | - | (33) | - | 1,861 | 1,828 |
| Stock-based compensation | 656 | 640 | 1,296 | - | 2,456 | 3,752 |
| Restructuring and other expense (income), net | 100 | (1) | 99 | - | 2,087 | 2,186 |
| Non-cash charges in miscellaneous income | - | - | - | 340 | - | 340 |
| Net loss attributable to noncontrolling interest | - | 343 | 343 | - | - | 343 |
| Adjusted EBITDA | $58,825 | $35,452 | $94,277 | $(2,107) | $(7,555) | $84,615 |
| Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Reportable | ||||||||
| Building · Consumer · Operating · Unallocated | ||||||||
| Products · Products · Segments · Other · Corporate · Consolidated | ||||||||
| Net sales | $164,810 | $139,714 | $304,524 | $ | - | $ | - | $304,524 |
| Cost of goods sold | 127,157 | 88,069 | 215,226 | - | 51 | 215,277 | ||
| SG&A | 27,566 | 28,406 | 55,972 | - | 7,033 | 63,005 | ||
| Restructuring and other expense, net | 579 | - | 579 | - | 4,795 | 5,374 | ||
| Other segment items (1) | (409) | 12 | (397) | - | 767 | 370 | ||
| Equity in net income (loss) of unconsolidated affiliates | 34,498 | - | 34,498 | (2,417) | - | 32,081 | ||
| Earnings (loss) before income taxes | 44,415 | 23,227 | 67,642 | (2,417) | (12,646) | 52,579 | ||
| Reconciling items to adjusted EBITDA (2) | ||||||||
| Depreciation and amortization | 7,449 | 4,314 | 11,763 | - | 187 | 11,950 | ||
| Interest expense | 4 | - | 4 | - | 624 | 628 | ||
| Stock-based compensation | 740 | 760 | 1,500 | - | 1,424 | 2,924 | ||
| Restructuring and other expense, net | 579 | - | 579 | - | 4,795 | 5,374 | ||
| Net loss attributable to noncontrolling interest | - | 324 | 324 | - | - | 324 | ||
| Adjusted EBITDA | $53,187 | $28,625 | $81,812 | $(2,417) | $(5,616) | $73,779 | ||
| Total | ||||||
|---|---|---|---|---|---|---|
| Reportable | ||||||
| Building · Consumer · Operating · Unallocated | ||||||
| Products | Products | Segments | Other | Corporate | Consolidated | |
| Net sales | $616,147 | $393,689 | $1,009,836 | - | - | $1,009,836 |
| Cost of goods sold | 475,625 | 257,713 | 733,338 | - | 111 | 733,449 |
| SG&A | 105,134 | 83,891 | 189,025 | - | 28,006 | 217,031 |
| Restructuring and other expense, net | 552 | 12 | 564 | - | 5,742 | 6,306 |
| Other segment items (1) | 289 | (7) | 282 | 4,534 | 3,149 | 7,965 |
| Equity in net income of unconsolidated affiliates | 101,570 | - | 101,570 | (5,080) | - | 96,490 |
| Earnings (loss) before income taxes | 136,117 | 52,080 | 188,197 | (9,614) | (37,008) | 141,575 |
| Reconciling items to adjusted EBITDA (2) | ||||||
| Amortization of inventory step-up | 3,651 | - | 3,651 | - | - | 3,651 |
| Depreciation and amortization | 29,028 | 11,776 | 40,804 | - | 598 | 41,402 |
| Interest expense (income) | 228 | (4) | 224 | - | 3,139 | 3,363 |
| Stock-based compensation | 2,190 | 2,054 | 4,244 | - | 6,260 | 10,504 |
| Restructuring and other expense, net | 552 | 12 | 564 | - | 5,742 | 6,306 |
| Non-cash charges in miscellaneous income | - | - | - | 4,534 | - | 4,534 |
| Net loss attributable to noncontrolling interest | - | 969 | 969 | - | - | 969 |
| Adjusted EBITDA | $171,766 | $66,887 | $238,653 | $(5,080) | $(21,269) | $212,304 |
| Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Reportable | ||||||||
| Building · Consumer · Operating · Unallocated | ||||||||
| Products · Products · Segments · Other · Corporate · Consolidated | ||||||||
| Net sales | $461,821 | $374,057 | $835,878 | $ | - | $ | - | $835,878 |
| Cost of goods sold | 367,931 | 242,040 | 609,971 | - | 106 | 610,077 | ||
| SG&A | 83,972 | 85,975 | 169,947 | - | 27,012 | 196,959 | ||
| Restructuring and other expense, net | 1,382 | - | 1,382 | - | 7,770 | 9,152 | ||
| Other segment items (1) | (587) | 20 | (567) | - | 1,908 | 1,341 | ||
| Equity in net income of unconsolidated affiliates | 105,438 | - | 105,438 | (3,309) | - | 102,129 | ||
| Earnings (loss) before income taxes | 114,561 | 46,022 | 160,583 | (3,309) | (36,796) | 120,478 | ||
| Reconciling items to adjusted EBITDA (2) | ||||||||
| Amortization of inventory step-up | 1,477 | - | 1,477 | - | - | 1,477 | ||
| Depreciation and amortization | 22,156 | 12,982 | 35,138 | - | 569 | 35,707 | ||
| Interest expense | 33 | - | 33 | - | 2,117 | 2,150 | ||
| Stock-based compensation | 1,969 | 2,060 | 4,029 | - | 6,093 | 10,122 | ||
| Restructuring and other expense, net | 1,382 | - | 1,382 | - | 7,770 | 9,152 | ||
| Net loss attributable to noncontrolling interest | - | 820 | 820 | - | - | 820 | ||
| Adjusted EBITDA | $141,578 | $61,884 | $203,462 | $(3,309) | $(20,247) | $179,906 | ||
(1)
Except as noted herein, Other segment items consist of non-operating activity included in adjusted EBITDA. For the current year period, Other segment items also included certain non-cash charges in Miscellaneous income (expense), net related to the divestiture of the composite assets of our SES joint venture, including the unrealized loss on the common shares of Hexagon Composites and Hexagon Purus that we received as consideration. These charges were excluded from adjusted EBITDA as shown in the Reconciling items to adjusted EBITDA section in the tables above for the current year period. See “Use of Non-GAAP Financial Measures and Definitions” for additional information.
(2)
See “Use of Non-GAAP Financial Measures and Definitions” for additional information.
Total assets for each of our reportable operating segments at the dates indicated were as follows:
| February 28, | May 31, | |
|---|---|---|
| 2026 | 2025 | |
| Consumer Products | $537,382 | $531,187 |
| Building Products | 1,155,910 | 795,837 |
| Total reportable operating segments | 1,693,292 | 1,327,024 |
| Unallocated Corporate and Other | 130,246 | 368,128 |
| Total assets | $1,823,538 | $1,695,152 |
The following table reports the capital expenditures for each of our reportable operating segments for the periods presented:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| February 28, | February 28, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Consumer Products | $6,020 | $8,775 | $21,956 | $19,508 |
| Building Products | 7,038 | 3,413 | 15,436 | 11,470 |
| Total reportable operating segments | 13,058 | 12,188 | 37,392 | 30,978 |
| Unallocated Corporate | 736 | 516 | 2,029 | 6,516 |
| Total | $13,794 | $12,704 | $39,421 | $37,494 |
Note M – Acquisitions
LSI
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 $206,064, net of cash acquired, and includes an estimated tax equalization payment of approximately $3,000 that was not settled at closing. The purchase price is subject to customary post-closing adjustments. LSI operates as part of the Building Products operating segment and its results have been included in our consolidated statements of earnings since the date of acquisition.
The information included herein is based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired. The purchase price allocation is subject to further adjustment until all pertinent information regarding the assets acquired is fully evaluated by us, including but not limited to, the fair value accounting.
The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under GAAP (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits (i.e., investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. During the current year period, we incurred approximately $2,568 of acquisition-related costs associated with the LSI transaction, which are recorded in restructuring and other expense, net in our consolidated statement of earnings.
In connection with the acquisition of LSI, we identified and valued the following intangible assets:
| Useful Life | ||
|---|---|---|
| Category | Amount | (Years) |
| Customer relationships | $70,600 | 12 - 20 |
| Trade name | 21,100 | Indefinite |
| Technological know-how | 16,100 | 10 |
| Non-compete agreement | 800 | 5 |
| Total acquired identifiable intangible assets | $108,600 | |
The following table summarizes the consideration paid, as of February 28, 2026, and the preliminary fair value assigned to the assets and liabilities assumed at the LSI acquisition date:
| Preliminary | |
|---|---|
| Valuation | |
| Cash and cash equivalents | $398 |
| Accounts receivable | 4,434 |
| Inventory | 9,871 |
| Other current assets | 95 |
| Property, plant and equipment | 8,941 |
| Operating lease assets | 6,715 |
| Intangible assets | 108,600 |
| Total identifiable assets | 139,054 |
| Accounts payable | (1,668) |
| Current operating lease liability | (177) |
| Accrued expenses | (1,127) |
| Noncurrent operating lease liability | (6,568) |
| Net identifiable assets | 129,514 |
| Goodwill | 76,948 |
| Total purchase price | 206,462 |
| Less: estimated tax equalization payment | 3,000 |
| Total cash paid at closing | $203,462 |
Hydrostat
On December 3, 2025, we acquired Hydrostat’s propane distribution and refurbishment assets. The purchase price was approximately $9,578, subject to customary post-closing adjustments. In connection with the acquisition of these assets, we recognized total intangible assets of $8,085, consisting of customer relationships of $2,000 and goodwill of $6,085. The remaining purchase price was allocated primarily to working capital and fixed assets. This business operates as part of the Building Products operating segment and its results have been included in our consolidated statements of earnings since the date of acquisition.
Elgen
On June 18, 2025, we acquired Elgen, a leading provider of HVAC parts and components, ductwork, and structural framing used primarily in commercial building applications across North America. The purchase price was $90,734, net of cash acquired. Elgen operates as part of the Building Products operating segment and its results have been included in our consolidated statements of earnings since the date of acquisition.
The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under GAAP (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits (i.e., investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill, which is not expected to be deductible for income tax purposes. During the current year period, we incurred approximately $1,756 of acquisition-related costs associated with the Elgen transaction, which are recorded in restructuring and other expense, net in our consolidated statement of earnings.
In connection with the acquisition of Elgen, we identified and valued the following intangible assets:
| Useful Life | ||
|---|---|---|
| Category | Amount | (Years) |
| Customer relationships | $18,200 | 15 |
| Trade name | 7,900 | 10 |
| Technological know-how | 7,000 | 10 |
| Non-compete agreement | 1,700 | 5 |
| Total acquired identifiable intangible assets | $34,800 | |
The following table summarizes the consideration paid and the final fair value assigned to the assets and liabilities assumed at the Elgen acquisition date.
| Measurement | ||||
|---|---|---|---|---|
| Preliminary · Period · Final | ||||
| Valuation · Adjustments · Valuation | ||||
| Cash and cash equivalents | $1,093 | $ | - | $1,093 |
| Accounts receivable | 12,751 | 868 | 13,619 | |
| Inventory | 16,351 | - | 16,351 | |
| Other current assets | 1,605 | (124) | 1,481 | |
| Property, plant and equipment | 11,941 | (308) | 11,633 | |
| Operating lease assets | 21,196 | 162 | 21,358 | |
| Intangible assets | 34,400 | 400 | 34,800 | |
| Total identifiable assets | 99,337 | 998 | 100,335 | |
| Accounts payable | (11,364) | - | (11,364) | |
| Current operating lease liability | (2,225) | (17) | (2,242) | |
| Accrued expenses | (4,465) | (850) | (5,315) | |
| Noncurrent operating lease liability | (19,041) | (146) | (19,187) | |
| Deferred income taxes | (3,582) | (1,510) | (5,092) | |
| Net identifiable assets | 58,660 | (1,525) | 57,135 | |
| Goodwill | 33,617 | 1,075 | 34,692 | |
| Total purchase price | $92,277 | $(450) | $91,827 | |
Unaudited Pro Forma Information
The following unaudited pro forma financial information presents combined results of operations for each of the periods presented as if the acquisitions, described above in “Note M – Acquisitions”, had taken place at the beginning of fiscal 2025. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisitions occurred at the beginning of fiscal 2025 or of the results of our future operations of the combined business.
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| February 28, | February 28, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Pro forma net sales | $383,021 | $341,789 | $1,054,891 | $954,519 |
| Pro forma net earnings | $48,144 | $40,948 | $120,807 | $92,194 |
Note N – Derivative Financial Instruments and Hedging Activities
We primarily utilize derivative financial instruments to manage exposure to certain risks related to our ongoing operations. The primary risks managed through the use of derivative financial instruments include interest rate risk, foreign currency exchange risk and commodity price risk. While certain of our derivative financial instruments are designated as hedging instruments, we also enter 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.
Interest Rate Risk Management– We are exposed to the impact of interest rate changes. Our objective is to manage the impact of interest rate changes on cash flows and the market value of our borrowings. We utilize a mix of debt maturities along with both fixed-rate and variable-rate debt to manage changes in interest rates. In addition, we enter into interest rate swaps to further manage our exposure to interest rate variations related to our borrowings and to lower our overall borrowing costs.
Foreign Currency Exchange Rate Risk Management – We conduct business in several major international currencies and are, therefore, subject to risks associated with changing foreign currency exchange rates. We enter into various contracts that change in value as foreign currency exchange rates change to manage this exposure. 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 us to exposure related to fluctuating foreign currency exchange rates; however, derivative financial instruments are not used to manage this risk.
Commodity Price Risk Management – We are exposed to changes in the price of certain commodities, including steel, natural gas, copper, zinc, aluminum and other raw materials, and our utility requirements. Our 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, we enter into derivative financial instruments to manage the associated price risk.
We are exposed to counterparty credit risk on all of our derivative financial instruments. Accordingly, we have established and maintain strict counterparty credit guidelines. We have credit support agreements in place with certain counterparties to limit our 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. We do not have significant exposure to any one counterparty and management believes the risk of loss is remote and, in any event, would not be material.
Refer to “Note O – Fair Value Measurements” for additional information regarding the accounting treatment for our derivative financial instruments, as well as how fair value is determined. The following table summarizes the fair value of our derivative financial instruments and the respective lines in which they were recorded in the consolidated balance sheet at February 28, 2026 and May 31, 2025:
| Fair Value of Assets · Fair Value of Liabilities | ||||||
|---|---|---|---|---|---|---|
| Balance | Balance | |||||
| Sheet | February 28, | May 31, | Sheet | February 28, | May 31, | |
| Location | 2026 | 2025 | Location | 2026 | 2025 | |
| Derivatives designated as hedging instruments: | ||||||
| Commodity contracts | Receivables | $757 | $478 | Accounts payable | $285 | $51 |
| Commodity contracts | Other assets | - | - | Other liabilities | 6 | 35 |
| Foreign currency exchange contracts | Receivables | 184 | 483 | Accounts payable | - | - |
| Subtotal | $941 | $961 | $291 | $86 | ||
| Derivatives not designated as hedging instruments: | ||||||
| Commodity contracts | Receivables | $62 | $81 | Accounts payable | $153 | $15 |
| Foreign currency exchange contracts | Receivables | - | - | Accounts payable | 339 | 7,360 |
| Subtotal | 62 | 81 | 492 | 7,375 | ||
| Total derivative financial instruments | $1,003 | $1,042 | $783 | $7,461 | ||
The amounts in the table above reflect the fair value of our derivative financial instruments on a net basis where allowed under master netting arrangements. 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$365 and$356 at February 28, 2026 and May 31, 2025, respectively.
Cash Flow Hedges
We enter into derivative financial instruments to hedge our 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 following table summarizes the net notional positions of our cash flow hedges at February 28, 2026:
| Notional | ||
|---|---|---|
| Amount | Maturity Date(s) | |
| Commodity contracts | $15,277 | March 2026 - December 2027 |
| Foreign currency exchange contracts | 8,490 | March 2026 - July 2026 |
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:
| Location of · Gain (Loss) | |||
|---|---|---|---|
| Gain (Loss) | Gain (Loss) | Reclassified | |
| Recognized | Reclassified from AOCI | from AOCI | |
| in OCI | into Net Earnings | into Net Earnings | |
| Commodity contracts | $1,343 | Cost of goods sold | $150 |
| Foreign currency exchange contracts | 140 | Interest expense, net / Miscellaneous income (expense), net | 111 |
| Interest rate contracts | - | Miscellaneous income (expense), net | 65 |
| Total | $1,483 | $326 | |
| Commodity contracts | $1,039 | Cost of goods sold | $219 |
| Interest rate contracts | - | Interest expense, net | 52 |
| Foreign currency exchange contracts | (74) | Miscellaneous income (expense), net | - |
| Total | $965 | $271 | |
| Commodity contracts | $555 | Cost of goods sold | $490 |
| Foreign currency exchange contracts | 101 | Cost of goods sold | 332 |
| Foreign currency exchange contracts | 341 | Interest expense | 150 |
| Interest rate contracts | - | Interest expense | 169 |
| Total | $997 | $1,141 | |
| Commodity contracts | $281 | Cost of goods sold | $(523) |
| Interest rate contracts | - | Interest expense | 155 |
| Foreign currency exchange contracts | (74) | Miscellaneous income (expense), net | - |
| Total | $207 | $(368) | |
The estimated amount of net losses recognized in AOCI at February 28, 2026, expected to be reclassified into net earnings within the succeeding 12 months is$714 (net of tax of $202). This amount was computed using the fair value of the cash flow hedges at February 28, 2026, and will change before actual reclassification from OCI to net earnings during the fiscal years ending May 31, 2026 and May 31, 2027.
Net Investment Hedges
At February 28, 2026, we designated our Euro-denominated debt held in the U.S. with an initial notional amount of €91,700 ($99,479) asa non-derivative net investment hedge of our foreign operations in Portugal. The full principal amount is considered fully effective. We did not reclassify any gains or losses related to the net investment hedge from AOCI into earnings during any of the fiscal years presented. The following table summarizes the foreign currency gain (loss) recognized in OCI for the non-derivative instruments designated as net investment hedges for the periods presented.
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| February 28, | February 28, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Net gain (loss) recognized in OCI | $(1,960) | $1,842 | $(4,265) | $4,335 |
Economic (Non-designated) Hedges
The following table summarizes the net notional positions of our economic (non-designated) derivative financial instruments outstanding at February 28, 2026:
| Notional | ||
|---|---|---|
| Amount | Maturity Date(s) | |
| Commodity contracts | $3,323 | March 2026 - November 2026 |
| Foreign currency exchange contracts | 37,226 | March 2026 - May 2026 |
The following table summarizes the gain (loss) recognized in earnings for economic (non-designated) derivative financial instruments for the periods presented:
| Three Months Ended | |||
|---|---|---|---|
| Location of Gain (Loss) · February 28, | |||
| Recognized in Earnings | 2026 | 2025 | |
| Commodity contracts | Cost of goods sold | $268 | $108 |
| Foreign currency exchange contracts | Miscellaneous income, net | 6,944 | (531) |
| Total | $7,212 | $(423) | |
| Nine Months Ended | |||
|---|---|---|---|
| Location of Gain (Loss) · February 28, | |||
| Recognized in Earnings | 2026 | 2025 | |
| Commodity contracts | Cost of goods sold | $276 | $479 |
| Foreign currency exchange contracts | Miscellaneous income, net | 7,618 | 27 |
| Total | $7,894 | $506 | |
Note O – Fair Value Measurements
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 or liabilities that the reporting entity can access 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 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 February 28, 2026, our assets and liabilities measured at fair value on a recurring basis were as follows:
| (Level 1) · (Level 2) · (Level 3) · Totals | ||||||
|---|---|---|---|---|---|---|
| Assets | ||||||
| Derivative financial instruments (1) | $ | - | $1,003 | $ | - | $1,003 |
| Investment in marketable securities (2) | 3,498 | - | - | 3,498 | ||
| Total assets | $3,498 | $1,003 | $ | - | $4,501 | |
| Liabilities | ||||||
| Derivative financial instruments (1) | $ | - | $783 | $ | - | $783 |
| Total liabilities | $ | - | $783 | $ | - | $783 |
At May 31, 2025, our assets and liabilities measured at fair value on a recurring basis were as follows:
| (Level 1) · (Level 2) · (Level 3) · Totals | ||||||
|---|---|---|---|---|---|---|
| Assets | ||||||
| Derivative financial instruments (1) | $ | - | $1,042 | $ | - | $1,042 |
| Total assets | $ | - | $1,042 | $ | - | $1,042 |
| Liabilities | ||||||
| Derivative financial instruments (1) | $ | - | $7,461 | $ | - | $7,461 |
| Total liabilities | $ | - | $7,461 | $ | - | $7,461 |
(1)
The fair value of our derivative financial instruments is based on the present value of the expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Market observable, Level 2 inputs are used to determine the present value of the expected future cash flows. Refer to “Note N – Derivative Financial Instruments and Hedging Activities” for additional information regarding our use of derivative financial instruments.
(2)
In exchange for our interest in the divested assets of the composite business of the SES joint venture, we received common shares of both Hexagon Composites and Hexagon Purus, which are recorded at fair value on a recurring basis and included in other assets in the consolidated balance sheet. Unrealized losses of $340 and $1,584, respectively, were recognized within Miscellaneous income (expense), net, during the current year quarter and current year period, as a result of this fair value measurement.
Non-Recurring Fair Value Measurements
At February 28, 2026, there wereno assets measured at fair value on a non-recurring basis on our consolidated balance sheet. See “Note R – Fair Value Measurements” in the 2025 Form 10-K for information regarding non-recurring fair value measurements as of May 31, 2025.
The fair value of non-derivative financial instruments included in the carrying amounts of 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 fair value of long-term debt, including current maturities, based upon models utilizing market observable (Level 2) inputs and credit risk, was $287,121 and$263,547 at February 28, 2026 and May 31, 2025, respectively. The carrying amount of long-term debt was$307,256 and$302,868 at February 28, 2026 and May 31, 2025, respectively.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.