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 June 23, 2022, beginning at approximately 8:30 a.m., Eastern Daylight Time, to discuss the Registrant’s unaudited financial results for the fourth quarter and fiscal year ended May 31, 2022. 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 fourth quarter and the fiscal year ended May 31, 2022. 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 and depreciation and amortization to/from net earnings 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, and incremental expenses related to Nikola gains, in each case pre-tax, to/from EBITDA. A reconciliation from the GAAP-based measure of net earnings attributable to controlling interest to the non-GAAP financial measure of adjusted EBITDA for the fourth quarter and fiscal year ended May 31, 2022, as mentioned in the conference call, is outlined below.

In the conference call, management also referred to adjusted EBITDA margin, excluding inventory holding gains for the Registrant’s Steel Processing reportable segment for the fiscal year ended May 31, 2022. This represents a non-GAAP financial measure and is used by management as a measure of operating performance. Adjusted EBITDA is calculated as described above. Adjusted EBITDA, excluding inventory holding gains is calculated by subtracting inventory holding gains, pre-tax, from adjusted EBITDA. A reconciliation from the GAAP-based measure of net earnings attributable to controlling interest to the non-GAAP financial measure of adjusted EBITDA margin, excluding inventory holding gains for the Registrant’s Steel Processing reportable segment for the fiscal year ended May 31, 2022, as mentioned in the conference call, is outlined below.

In the conference call, management also referred to free cash flow for the three and twelve months ended May 31, 2022. Free cash flow is a non-GAAP financial metric that management believes measures the Registrant’s ability to generate cash beyond what is required for its business operations and capital expenditures. The following provides a reconciliation of free cash flow from net cash provided by operating activities for the fourth quarter and fiscal year ended May 31, 2022.