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): December 19, 2017

 

  WORTHINGTON INDUSTRIES, INC.  
  (Exact name of registrant as specified in its charter)  

 

 

Ohio   1-8399   31-1189815
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification No.)

 

200 Old Wilson Bridge Road, Columbus, Ohio   43085
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (614) 438-3210

 

 

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:

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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.

☐

 

 
 

 

Item 2.02.        Results of Operations and Financial Condition.

 

Management of Worthington Industries, Inc. (the “Registrant”) conducted a conference call on December 19, 2017, beginning at approximately 2:30 p.m., Eastern Standard Time, to discuss the Registrant’s unaudited financial results for the second quarter of fiscal 2018 (the fiscal quarter ended November 30, 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 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 adjusted for restructuring. This represents a non-GAAP financial measure and is used by management as a measure of operating performance. Earnings per share adjusted for restructuring is calculated by adding impairment of goodwill and long-lived assets and adding (subtracting) restructuring and other expense (income), net (in each case, 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 adjusted for restructuring for the fiscal quarters ended November 30, 2017 and 2016, as mentioned in the conference call, is outlined below.

 

   Three Months Ended November 30, 2017
(in thousands, except per share amounts)  Operating
Income		  Earnings
Before Income
Taxes		  Income Tax
Expense
(Benefit)		  Net Earnings
Attributable to
Controlling
Interest		  Earnings per
Diluted Share
GAAP  $52,059   $59,787   $18,165   $39,403   $0.62 
Impairment of goodwill and long-lived assets   8,289    8,289    (3,025)   5,264    0.08 
Restructuring and other expense (income), net   (9,694)   (9,694)   3,486    (6,208)   (0.09)
Non-GAAP  $50,654   $58,382   $18,626   $38,459   $0.61 

 

   Three Months Ended November 30, 2016
(in thousands, except per share amounts)  Operating
Income		  Earnings
Before Income
Taxes		  Income Tax
Expense (Benefit)		  Net Earnings
Attributable to
Controlling
Interest		  Earnings per
Diluted Share
GAAP  $43,044   $63,382   $13,515   $46,565   $0.72 
Restructuring and other expense   3,272    3,272    (1,085)   2,187    0.03 
Non-GAAP  $46,316   $66,654   $12,430   $48,752   $0.75 

 

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In the conference call, management referred to operating income/operating loss excluding restructuring for the Company’s Pressure Cylinders, Steel Processing and Engineered Cabs operating segments. Each represents a non-GAAP financial measure and is used by management as a measure of operating performance. Operating income/operating loss excluding restructuring is calculated by adding impairment of goodwill and long-lived assets and adding (subtracting) restructuring and other expense (income), net to operating income/operating loss. The difference between the GAAP-based measure of operating income/operating loss and the non-GAAP financial measure of operating income/operating loss excluding restructuring for the fiscal quarters ended November 30, 2017 and 2016, as mentioned in the conference call, is outlined below for the Company’s Pressure Cylinders, Steel Processing and Engineered Cabs operating segments.

 

   Three Months Ended November 30, 2017
(in thousands)  Steel
Processing		  Pressure
Cylinders		  Engineered
Cabs		  Other  Consolidated
GAAP  $41,130   $24,675   $(1,587)  $(12,159)  $52,059 
Impairment of goodwill and long-lived assets   -    964    -    7,325    8,289 
Restructuring and other expense (income), net   (10,335)   488    (82)   235    (9,694)
Non-GAAP  $30,795   $26,127   $(1,669)  $(4,599)  $50,654 

 

   Three Months Ended November 30, 2016
(in thousands)  Steel
Processing		  Pressure
Cylinders		  Engineered
Cabs		  Other  Consolidated
GAAP  $35,448   $11,304   $(3,381)  $(327)  $43,044 
Restructuring and other expense   318    1,963    1,004    (13)   3,272 
Non-GAAP  $35,766   $13,267   $(2,377)  $(340)  $46,316 

 

In the conference call, management referred to earnings before interest, taxes, depreciation and amortization (“EBITDA”) and trailing twelve months adjusted EBITDA. These represent non-GAAP financial measures and are used by management as a measure of operating performance. EBITDA is calculated by adding interest expense, income tax expense and depreciation and amortization to net earnings attributable to controlling interest and adjusted EBITDA is calculated by adding impairment of goodwill and long-lived assets and adding (subtracting) restructuring and other expense (income), net to EBITDA. 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 trailing twelve months ended November 30, 2017, as mentioned in the conference call, is outlined below.

 

   Second  First  Fourth  Third
   Quarter  Quarter  Quarter  Quarter
(In thousands)  2018  2018  2017  2017
             
Net earnings attributable to controlling interest  $39,403   $45,534   $56,494   $35,889 
Impairment of goodwill and long-lived assets (pre-tax)   8,289    -    -    - 
Restructuring and other expense (income), net (pre-tax)   (9,694)   2,304    417    1,394 
Interest expense   10,038    8,807    6,594    7,674 
Income tax expense   18,165    12,998    30,635    11,141 
Adjusted earnings before interest and taxes (Adjusted EBIT) 1  $66,201   $69,643   $94,140   $56,098 
Depreciation and amortization   26,283    25,365    21,640    21,677 
Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) 1  $92,484   $95,008   $115,780   $77,775 
                     
Trailing Twelve Months Adjusted EBITDA 1  $381,047                

 

1 Excludes the impact of the noncontrolling interest.

 

 

Item 8.01.       Other Events.

 

On December 19, 2017, the Registrant issued a news release reporting that the Board of Directors of the Registrant had declared a quarterly cash dividend of $0.21 per share. The dividend will be payable on March 29, 2018 to shareholders of records on March 15, 2018. The December 19, 2017 news release is included with this Current Report on Form 8-K as Exhibit 99.2.

 

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Item 9.01.       Financial Statements and Exhibits.

 

  (a) through (c):  Not applicable.
       
  (d) Exhibits:
       
    Exhibit No.   Description
       
  99.1   Transcript of  Worthington Industries, Inc. Earnings Conference Call for Second Quarter of Fiscal 2018 (Fiscal Quarter ended November 30, 2017), held on December 19, 2017
       
  99.2   News Release issued by Worthington Industries, Inc. on December 19, 2017 reporting declaration of quarterly cash dividend

 

 

 

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.

 

 

  WORTHINGTON INDUSTRIES, INC.
       
       
Date:  December 21, 2017 By: /s/ Dale T. Brinkman  
    Dale T. Brinkman, Vice President –Administration, General Counsel and Secretary   

 

 

 

 

 

 

 

 

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