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 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.

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.