Results of Operations · Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):   March 22, 2022 WORTHINGTON INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter)   Ohio   1-8399   31-1189815 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)   200 Old Wilson Bridge Road , Columbus , Ohio 43085 (Address of Principal Executive Offices) (Zip Code) ( 614 ) 438-3210 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Shares, without par value WOR NYSE   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter). Emerging growth company   ☐       If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐                 Item 2.02.  Results of Operations and Financial Condition .   Management of Worthington Industries, Inc. (the “Registrant”) conducted a conference call on March 23, 2022, beginning at approximately 8:30 a.m., Eastern Daylight Time, to discuss the Registrant’s unaudited financial results for the third quarter of fiscal 2022 (the fiscal quarter ended February 28, 2022). Additionally, the Registrant’s management addressed certain issues related to the outlook for the Registrant and its subsidiaries and their respective markets for the coming months. A copy of the transcript of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 2.02 and in Exhibit 99.1 furnished with this Current Report on Form 8-K, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates the information by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. In the conference call, management referred to adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the Registrant’s three months ended February 28, 2022 and February 28, 2021 and the trailing twelve months ended February 28, 2022. These represent non-GAAP financial measures and are used by management as measures of operating performance. EBITDA is calculated by adding or subtracting, as appropriate, interest expense, income tax expense and depreciation and amortization to net earnings attributable to controlling interest and adjusted EBITDA is calculated by adding or subtracting, as appropriate, impairment of long-lived assets, restructuring and other expense (income), net, incremental expenses related to Nikola gains, and gain on investment in Nikola, in each case pre-tax, to/from EBITDA. A reconciliation from the GAAP-based measure of net earnings attributable to controlling interest to the non-GAAP financial measure of adjusted EBITDA for the three months ended February 28, 2022 and February 28, 2021 and the trailing twelve months ended February 28, 2022, as mentioned in the conference call, is outlined below.       Third     Second     First     Fourth     Third       Quarter     Quarter     Quarter     Quarter     Quarter   (In thousands)   2022     2022     2022     2021     2021                                             Net earnings attributable to controlling interest   $ 56,342     $ 110,301     $ 132,491     $ 113,555     $ 67,609   Impairment of long-lived assets (pre-tax) 1     1,938       -       -       -       -   Restructuring and other expense (income), net (pre-tax) 1     (504 )     (1,923 )     (6,328 )     18,402       28,212   Incremental expenses related to Nikola gains (pre-tax)     -       -       -       (2,676 )     (781 ) Gain on investment in Nikola (pre-tax)     -       -       -       -       (2,740 ) Interest expense     8,140       7,312       7,718       7,650       7,558   Income tax expense     18,683       31,226       40,150       27,449       4,485   Adjusted earnings before interest and taxes (Adjusted EBIT) 1   $ 84,599     $ 146,916     $ 174,031     $ 164,380     $ 104,343   Depreciation and amortization     27,425       21,090       22,064       21,990       21,893   Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) 1   $ 112,024     $ 168,006     $ 196,095     $ 186,370     $ 126,236                                             Trailing twelve months adjusted EBITDA 1   $ 662,495                                                                             1 Excludes the impact of the noncontrolling interest.     Additional non-GAAP financial measures referred to by management on the conference call, including reconciliations to the most comparable GAAP financial measures, are included in Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on March 22, 2022. Such Exhibit 99.1 includes a copy of the Registrant’s news release issued on March 22, 2022 (the “Financial News Release”) reporting results for the three-month period ended February 28, 2022 (the fiscal 2022 third quarter) and for the nine-month period ended February 28, 2022. The Financial News Release was made available on the Registrant’s website during the conference call and remains available on the Registrant’s website.         In the conference call, management also referred to free cash flow for the three months ended February 28, 2022. Free cash flow is a non-GAAP financial metric that management believes measures the Registrant’s ability to generate cash beyond what is required for its business operations and capital expenditures. The following provides a reconciliation of free cash flow from net cash provided by operating activities for the three months ended February 28, 2022. (In thousands)         Net cash provided by operating activities   $ 74,190   Investment in property, plant and equipment     (23,645 ) Free cash flow   $ 50,545     Item 8.01.  Other Events . On March 22, 2022, the Registrant issued a news release (the “Dividend Release”) reporting that the Registrant’s Board of Directors had declared a quarterly cash dividend of $0.28 per share in respect of the Registrant’s common shares. The dividend was declared on March 22, 2022 and is payable on June 29, 2022 to shareholders of record at the close of business on June 15, 2022. A copy of the Dividend Release is included with this Current Report on Form 8‑K as Exhibit 99.2 and incorporated herein by reference.     Item 9.01.  Financial Statements and Exhibits . (a) through (c):  Not applicable. (d) Exhibits : The following exhibits are included with this Current Report on Form 8‑K: Exhibit No.    Description       99.1   Transcript of Worthington Industries, Inc. Earnings Conference Call for Third Quarter of Fiscal 2022 (Fiscal Quarter ended February 28, 2022), held on March 23, 2022 99.2   News Release issued by Worthington Industries, Inc. on March 22, 2022 reporting declaration of quarterly cash dividend 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)   SIGNATURE   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       WORTHINGTON INDUSTRIES, INC.           Date:  March 28, 2022   By:   /s/ Patrick J. Kennedy         Patrick J. Kennedy, Vice President - General Counsel and Secretary