WORTHINGTON ENTERPRISES, INC. Item 2.02. Results of Operations and Financial Condition.
Management ofWorthington Industries, Inc. (the "Registrant") conducted a conference call onJune 24, 2021 , beginning at approximately9:30 a.m., Eastern Daylight Time , to discuss the Registrant's unaudited financial results for the fourth quarter of fiscal 2021 (the fiscal quarter endedMay 31, 2021 ) and for fiscal 2021 (the fiscal year endedMay 31, 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 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"), or the Exchange Act. In the conference call, management referred to adjusted quarterly earnings per share and adjusted operating income. These represent non-GAAP financial measures and are used by management as measures of operating performance. In general, these measures exclude impairment and restructuring charges, but may also exclude other items that management does not believe reflect the Registrant's core operations. The following provides a reconciliation from the most comparable GAAP financial measures to adjusted operating income and adjusted earnings per diluted share, respectively, for the periods presented. Three Months Ended May 31, 2021 Net Earnings Earnings Income Tax Attributable to Operating Before Income Expense Controlling Earnings per Income Taxes (Benefit) Interest1 Diluted Share GAAP$ 110,458 $ 145,991 $ 27,449 $ 113,555$ 2.15 Restructuring and other expense, net 18,441 18,441 (7,413 ) 10,998 0.20 Incremental expenses related to Nikola gains (2,676 ) (2,676 ) 1,544 (1,132 ) (0.02 ) Non-GAAP$ 126,223 $ 161,756 $ 33,318 $ 123,421$ 2.33 Three Months Ended May 31, 2020 Net Earnings Earnings Income Tax Attributable to Operating Before Income Expense Controlling Earnings per Income Taxes (Benefit) Interest1 Diluted Share GAAP$ 6,345 $ 16,925 $ 5,836 $ 16,175$ 0.29 Impairment of long-lived assets 7,462 7,462 (1,865 ) 5,406 0.10 Restructuring and other expense, net 8,267 8,267 (2,134 ) 5,615 0.10 Non-GAAP$ 22,074 $ 32,654 $ 9,835 $ 27,196$ 0.49 Change$ 104,149 $ 129,102 $ 23,483 $ 96,225$ 1.84
1 Excludes the impact of the noncontrolling interests in the Registrant's consolidated joint ventures.
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The following provides a reconciliation from the most comparable GAAP financial
measure to adjusted operating income for the Registrant's Pressure Cylinders
segment for the periods presented. In addition, adjusted operating income as a
percentage of net sales, or operating margin, is also shown for each of the
periods presented.
Three Months Ended
(In thousands) May 31, 2021 May 31, 2020
Operating income $ 12,970 $ 13,498
Impairment of long-lived assets - 3,800
Restructuring and other expense, net 18,149
4,535
Adjusted operating income$ 31,119 $
21,833
Percent of net sales (also referred to as operating margin) 9.6 %
7.7 %
In the conference call, management referred to free cash flow for the fourth quarter of fiscal 2021 and for the full fiscal year (twelve months) endedMay 31, 2021 . Free cash flow is a non-GAAP financial measure that reflects the cash generated from operations after investing in property, plant and equipment. Management believes this measure reflects the discretionary cash generated by the Registrant's business operations. The following provides a reconciliation from the most comparable GAAP financial measures of net cash provided by operating activities to free cash flow for the three-month and twelve-month periods endedMay 31, 2021 .
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 ofWorthington Industries, Inc. Earnings
Conference Call
for Fourth Quarter and Fiscal Year Ended May 31, 2021 , held on June 24,
2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)© Edgar Online, source
