WORTHINGTON INDUSTRIES, INC.

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WORTHINGTON INDUSTRIES INC : Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits (form 8-K)

12/21/2021 | 04:35pm EDT

Item 2.02. Results of Operations and Financial Condition.




Management of Worthington Industries, Inc. (the "Registrant") conducted a
conference call on December 16, 2021, beginning at approximately 2:00 p.m.,
Eastern Time, to discuss the Registrant's unaudited financial results for the
second quarter of fiscal 2022 (the fiscal quarter ended November 30,
2021). 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 November 30, 2021 and November 30, 2020 and the trailing
twelve months ended November 30, 2021. 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 (benefit) and depreciation and amortization to net earnings (loss)
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 (gains) loss on investment in Nikola, in each case pre-tax, to/from
EBITDA. The difference between the GAAP-based measure of net earnings (loss)
attributable to controlling interest and the non-GAAP financial measure of
adjusted EBITDA for the three months ended November 30, 2021 and November 30,
2020 and the trailing twelve months ended November 30, 2021, as mentioned in the
conference call, is outlined below.

                                                 Second         First        Fourth         Third        Second
                                                 Quarter       Quarter       Quarter       Quarter       Quarter
(In thousands)                                    2022          2022          2021          2021          2021

Net earnings (loss) attributable to
controlling interest                            $ 110,301$ 132,491$ 113,555$  67,609$ (74,044 )
Impairment of long-lived assets (pre-tax) 1             -             -             -             -         3,815
Restructuring and other expense (income), net
(pre-tax) 1                                        (1,923 )      (6,328 )      18,402        28,212         7,455
Incremental expenses related to Nikola gains
(pre-tax)                                               -             -        (2,676 )        (781 )       4,570
(Gains) loss on investment in Nikola
(pre-tax)                                               -             -             -        (2,740 )     143,780
Interest expense                                    7,312         7,718         7,650         7,558         7,548
Income tax expense (benefit)                       31,226        40,150        27,449         4,485       (19,445 )
Adjusted earnings before interest and taxes
(Adjusted EBIT) 1                               $ 146,916$ 174,031$ 164,380$ 104,343$  73,679
Depreciation and amortization                      21,090        22,064        21,990        21,893        21,560
Adjusted earnings before interest, taxes,
depreciation and amortization (Adjusted
EBITDA) 1                                       $ 168,006$ 196,095

$ 186,370$ 126,236$ 95,239

Trailing twelve months adjusted EBITDA 1 $ 676,707


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 December 16, 2021. Such Exhibit 99.1 includes a copy of the
Registrant's news release issued on December 16, 2021 (the "Financial News
Release") reporting results for the three-month period ended November 30, 2021
(the fiscal 2022 second quarter) and for the six-month period ended November 30,
2021. 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
trailing twelve months ended November 30, 2021. Free cash flow is a non-GAAP
financial metric that management believes measures the Company's ability to
generate additional cash from its business operations. The following provides a
reconciliation of free cash flow from net cash provided by operating activities
for the trailing twelve months ended November 30, 2021.


Item 8.01. Other Events.


On December 16, 2021, 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 December 16, 2021 and is payable on March
29, 2022 to shareholders of record at the close of business on March 15, 2022. A
copy of the Dividend Release is included with this Current Report on Form 8­K 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 8­K:

Exhibit No. Description


99.1            Transcript of Worthington Industries, Inc. Earnings 

Conference Call

              for Second Quarter of Fiscal 2022 (Fiscal Quarter ended November 30,
              2021), held on December 16, 2021
99.2            News Release issued by Worthington Industries, Inc. on December 16,
              2021 reporting declaration of quarterly cash dividend
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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Financials (USD)
Sales 2022 5 075 M - -
Net income 2022 363 M - -
Net Debt 2022 759 M - -
P/E ratio 2022 6,64x
Yield 2022 2,39%
Capitalization 2 364 M 2 364 M -
EV / Sales 2022 0,62x
EV / Sales 2023 0,63x
Nbr of Employees 9 000
Free-Float 61,7%
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Last Close Price 47,16 $
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B. Andrew Rose President & Chief Executive Officer
Joseph B. Hayek Chief Financial Officer & Vice President
John P. McConnell Director
Matthew K. Schlabig Chief Information Officer
Geoffrey G. Gilmore Vice President-Purchasing
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