Current Report Filing (8-k)
July 06 2017 - 4:53PM
Edgar (US Regulatory)
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)
June
29, 2017
WORTHINGTON
INDUSTRIES, INC.
(Exact name of registrant as specified in
its charter)
Ohio
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1-8399
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31-1189815
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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200 Old Wilson Bridge Road, Columbus, Ohio
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43085
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(614) 438-3210
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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 (
see
General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
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Item 2.02.
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Results of Operations and Financial Condition
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Management of Worthington Industries, Inc. (the “Registrant”)
conducted a conference call on June 29, 2017 beginning at approximately 10:30 a.m., Eastern Daylight Time, to discuss the Registrant’s
unaudited financial results for the fourth quarter of fiscal 2017 (the fiscal quarter ended May 31, 2017) and for fiscal 2017 (the
fiscal year ended May 31, 2017). Additionally, the Registrant’s management addressed certain issues related to the outlook
for the Registrant and its subsidiaries and their 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 to be “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”).
In the conference call, management referred to quarterly and annual
earnings per share excluding restructuring for each of
the Registrant’s fiscal quarter and fiscal year ended May 31, 2017. Each represents a non-GAAP financial measure and is used
by management as a measure of operating performance. Earnings per share, excluding restructuring, is calculated by adding restructuring
and other expense (after-tax) to net earnings attributable to controlling interest, and dividing the result by the average diluted
common shares for the period. The difference between the GAAP-based financial measure of diluted earnings per share attributable
to controlling interest and the non-GAAP financial measure of diluted earnings per share, excluding restructuring for the three
and twelve months ended May 31, 2017, as mentioned in the conference call, is outlined below:
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Three Months Ended May 31, 2017
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(in thousands, except per share amounts)
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Operating
Income
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Earnings Before Income Taxes
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Income Tax
Expense
(Benefit)
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Net Earnings Attributable to Controlling
Interest
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Earnings per
Diluted Share
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GAAP
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$
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70,859
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$
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91,218
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$
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30,635
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$
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56,494
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$
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0.87
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Restructuring and other expense
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417
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417
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(140
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)
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277
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-
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Non-GAAP
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$
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71,276
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$
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91,635
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$
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30,495
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$
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56,771
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$
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0.87
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Twelve Months Ended May 31, 2017
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(in thousands, except per share amounts)
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Operating
Income
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Earnings Before Income Taxes
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Income Tax
Expense
(Benefit)
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Net Earnings Attributable to Controlling
Interest
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Earnings per
Diluted Share
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GAAP
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$
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213,121
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$
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297,127
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$
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79,190
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$
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204,515
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$
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3.15
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Restructuring and other expense
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6,411
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6,411
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(2,154
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)
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4,257
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0.07
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Non-GAAP
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$
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219,532
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$
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303,538
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$
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77,036
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$
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208,772
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$
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3.22
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In the conference call, management referred to
operating income, excluding restructuring, for each of the Registrant’s Pressure Cylinders, Steel Processing and
Engineered Cabs operating segments for the fiscal quarter ended May 31, 2017. These represent non-GAAP financial measures and are
used by management as a measure of operating performance. Operating income, excluding restructuring, is calculated by adding
restructuring and other expense to operating income. The difference between the GAAP-based measure of operating income and
the non-GAAP financial measure of operating income, excluding restructuring, for the fiscal quarter ended May 31, 2017, as
mentioned in the conference call, is outlined below for the Registrant’s Pressure Cylinders, Steel Processing and
Engineered Cabs operating segments.
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Three Months Ended May 31, 2017
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(in thousands)
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Steel
Processing
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Pressure
Cylinders
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Engineered
Cabs
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Other
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Consolidated
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GAAP
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$
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54,225
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$
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18,618
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$
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(460
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)
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$
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(1,524
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)
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$
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70,859
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Restructuring and other expense
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332
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246
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(159
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)
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(2
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417
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Non-GAAP
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$
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54,557
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$
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18,864
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$
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(619
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)
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$
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(1,526
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)
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$
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71,276
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In the conference call, management referred to adjusted earnings
before interest, taxes, depreciation and amortization (“adjusted EBITDA”) for the Registrant’s fiscal year ended
May 31, 2017. This represents a non-GAAP financial measure and is used by management as a measure of operating performance. Adjusted
EBITDA is calculated by adding restructuring and other expense, interest expense, tax expense and depreciation and amortization
to net earnings attributable to controlling interest. The difference between the GAAP-based measure of net earnings attributable
to controlling interest and the non-GAAP financial measure of adjusted EBITDA for the fiscal year ended May 31, 2017, as mentioned
in the conference call, is outlined below.
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May 31,
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FISCAL YEAR ENDED
(In thousands)
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2017
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Net earnings attributable to controlling interest
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$
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204,515
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Restructuring and other expense
(pre-tax)
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6,411
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Interest expense
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29,796
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Income tax expense
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79,190
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Adjusted earnings before interest and taxes
(Adjusted EBIT)
1
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$
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319,912
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Depreciation and amortization
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86,793
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Adjusted earnings before interest, taxes, depreciation and amortization
(Adjusted EBITDA)
1
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$
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406,705
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1
Excludes the impact of the noncontrolling
interest.
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Item 9.01.
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Financial Statements and Exhibits.
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(a)-(c) Not applicable.
(d)
Exhibits
:
The following exhibit is furnished with this Current Report on Form 8-K:
Exhibit No.
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Description
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99.1
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Transcript of Worthington Industries, Inc. Earnings Conference Call for Fourth Quarter of Fiscal 2017 (Fiscal Quarter ended May 31, 2017) and Fiscal 2017 (Fiscal year ended May 31, 2017), held on June 29, 2017.
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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.
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WORTHINGTON INDUSTRIES, INC.
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Date: July 6, 2017
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By:
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/s/Dale T. Brinkman
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Dale T. Brinkman, Vice President-Administration,
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General Counsel & Secretary
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