WOR Worthington Enterprises Inc

Item 2.02.  Results of Operations and Financial Condition.

Management of Worthington Industries, Inc. (the “Registrant”) conducted a conference call on December 17, 2020, beginning at approximately 2:00 p.m., Eastern Time, to discuss the Registrant’s unaudited financial results for the second quarter of fiscal 2021 (the fiscal quarter ended November 30, 2020).  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 quarterly earnings per share excluding impairment, restructuring, and other unique items. This represents a non-GAAP financial measure and is used by management as a measure of operating performance.  Earnings per share excluding impairment, restructuring, and other unique items 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, unrealized loss on investment in Nikola, and gain on sale of assets within equity income (each after-tax) to net earnings (loss) 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 (loss) per share attributable to controlling interest and the non-GAAP financial measure of diluted earnings per share excluding impairment, restructuring, and other unique items for the three months ended November 30, 2020 and November 30, 2019, as mentioned in the conference call, is outlined below.

In the conference call, management referred to operating income, excluding impairment and restructuring charges, for the Registrant’s Pressure Cylinders operating segment. This represents a non-GAAP financial measure and is used by management as a measure of operating performance. Operating income, excluding impairment and restructuring charges, is calculated by adding impairment of long-lived assets and restructuring and other expense, net to operating income.  The difference between the GAAP-based measure of operating income and the non-GAAP financial measure of operating income, excluding impairment and restructuring charges for the three months ended November 30, 2020 and November 30, 2019, as mentioned in the conference call, is outlined below for the Registrant’s Pressure Cylinders operating segment:

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, 2020 and November 30, 2019 and the trailing twelve months ended November 30, 2020.  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, (gains) loss on investment in Nikola, gain on consolidation of Samuel Steel Pickling, gain on sale of assets within equity income and other non-recurring expense (each 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, 2020 and November 30, 2019 and the trailing twelve months ended November 30, 2020, as mentioned in the conference call, is outlined below.