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Published: 2023-06-28 00:00:00 ET
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EX-99.1 2 exh_991.htm EXHIBIT 99.1 EdgarFiling

Exhibit 99.1

Worthington Reports Fourth Quarter Fiscal 2023 Results

COLUMBUS, Ohio, June 28, 2023 (GLOBE NEWSWIRE) -- Worthington Industries, Inc. (NYSE: WOR) today reported net sales of $1.2 billion and net earnings of $129.9 million, or $2.61 per diluted share, for its fiscal 2023 fourth quarter ended May 31, 2023. In the fourth quarter of fiscal 2022, the Company reported net sales of $1.5 billion and net earnings of $80.3 million, or $1.61 per diluted share. Results in both the current and prior year quarter were impacted by certain unique items, as summarized in the table below.

(U.S. dollars in millions, except per share amounts)

  4Q 2023     4Q 2022  
  After-Tax     Per Share     After-Tax     Per Share  
Net earnings $ 129.9     $ 2.61     $ 80.3     $ 1.61  
Impairment and restructuring charges (gains)   1.4       0.03       (1.8 )     (0.03 )
Separation costs   6.9       0.13       -       -  
Sale-leaseback gain in equity income   (1.6 )     (0.03 )     -       -  
Adjusted net earnings $ 136.6     $ 2.74     $ 78.5     $ 1.58  
                               

Financial highlights for the current and comparative periods are as follows:

(U.S. dollars in millions, except per share amounts)

  4Q 2023     4Q 2022     12M 2023     12M 2022  
Net sales $ 1,228.9     $ 1,520.3     $ 4,916.4     $ 5,242.2  
Operating income   122.6       65.4       212.4       329.3  
Equity income   55.5       53.0       161.0       213.6  
Net earnings   129.9       80.3       256.5       379.4  
Earnings per diluted share $ 2.61     $ 1.61     $ 5.19     $ 7.44  
                               

“We finished our fiscal year on a strong note delivering record earnings per share in the fourth quarter, led by an exceptional performance in our Steel Processing business,” said Andy Rose, President and CEO.  “Demand for most of our key end markets remained healthy with all business segments delivering solid cash flows and earnings despite some pockets of market softness.  I am very pleased with the way our teams have executed this year, and I want to thank all of our employees for their dedication and hard work as they continue to focus on improving and growing the Company while executing on our Worthington 2024 plan.”

Consolidated Quarterly Results

Net sales for the fourth quarter of fiscal 2023 were $1.2 billion, a decrease of $291.4 million, or 19%, from the comparable prior year quarter. The decrease was driven primarily by lower average selling prices in the Steel Processing business and to a lesser extent lower overall volumes.

Gross margin increased $76.6 million over the prior year quarter to $244.4 million, on higher direct spreads in Steel Processing which were partially offset by the impact of lower overall volumes. Direct spreads in Steel Processing benefitted from an estimated $74.9 million favorable swing from inventory holding losses in the prior year quarter to inventory holding gains in the current quarter.

Operating income was up $57.2 million over the prior year quarter to $122.6 million despite a $12.6 million headwind resulting from the combination of higher impairment and restructuring charges and incremental costs associated with the planned separation of the Company’s Steel Processing business (Worthington 2024). Excluding these items, operating income was up $69.7 million as the increase in gross margin was partially offset by higher SG&A expense, which was up $6.9 million due primarily to the net impact of acquisitions and divestitures as well as higher wages and benefits driven by continued inflationary pressures.

Net interest expense was $4.5 million in the current quarter, down $3.7 million from the prior year quarter due to higher interest income, and to a lesser extent, the impact of lower average debt levels associated with short-term borrowings.

Equity income from unconsolidated joint ventures increased $2.5 million over the prior year quarter as improvements at WAVE and ClarkDietrich were partially offset by lower equity income attributable to Serviacero and Artiflex, the latter which was divested in August 2022.

Income tax expense was $40.5 million in the current quarter compared to $25.0 million in the prior year quarter. The increase was driven by higher pre-tax earnings. Tax expense in the current quarter reflects an annual effective rate of 22.9% compared to 23.3% in the prior year.

Balance Sheet

Total debt was $692.8 million at quarter-end, down $51.8 million from May 31, 2022, on lower short-term borrowings. The Company ended fiscal 2023 with $454.9 million of cash, up $420.5 million over the prior fiscal year end on lower working capital levels, which were down $152.8 million primarily due to lower average steel prices, and higher dividends from unconsolidated joint ventures, which were up $140.8 million over fiscal 2022.

Quarterly Segment Results

Steel Processing’s net sales totaled $860.1 million, down $259.7 million, from the prior year quarter, driven by lower average direct selling prices and a slight decline in overall volume. Adjusted EBIT was up $79.7 million over the prior year quarter to $96.2 million due to a $76.5 million increase in operating income, which was partially offset by a decrease of $2.7 million in equity income attributable to Serviacero. Operating income in the current quarter was negatively impacted by a $1.8 million non-cash impairment charge, unfavorable by $4.1 million to the net restructuring gain included in the prior year quarter. Excluding these items, operating income was up $80.5 million, driven primarily by higher direct spreads, which benefitted from an estimated $74.9 million favorable swing from inventory holding losses of $42.3 million in the prior year quarter compared to inventory holding gains of $32.6 million in the current year quarter. The mix of direct versus toll tons processed was 57% to 43% in the current quarter, compared to 56% to 44% in the prior year quarter.

Consumer Products’ net sales totaled $181.2 million, down 3%, or $5.0 million, from the prior year quarter due to lower volume, partially offset by contributions from Level5® Tools, LLC following its acquisition on June 1, 2022. Adjusted EBIT was down $3.8 million in the current quarter to $25.7 million, on the unfavorable impact of lower volumes and higher SG&A expense.

Building Products’ net sales totaled $142.2 million, down 18%, or $30.8 million, from the prior year quarter, as the impact of lower volume more than offset a favorable shift in product mix. Adjusted EBIT decreased $4.4 million from the prior year quarter to $59.2 million as the combination of lower volume and higher manufacturing expenses drove a $10.2 million decrease in operating income, which was partially offset by a $6.0 million increase in equity income. Equity income for the current quarter totaled $49.6 million, with equity income attributable to WAVE and ClarkDietrich increasing $3.5 million and $2.5 million, respectively, compared to the prior year quarter.

Sustainable Energy Solutions’ net sales totaled $45.4 million, up 9.9%, or $4.1 million, from the prior year quarter, primarily due to higher average selling prices, partially offset by an unfavorable change in product mix. Adjusted EBIT was $2.6 million, favorable by $4.3 million compared to the loss in the prior year quarter, as higher average selling prices drove margin improvements despite continued inflationary pressure.

Worthington 2024

On September 29, 2022, the Company announced that its Board of Directors approved a plan to pursue a separation of the Company’s Steel Processing business which it expects to complete by early 2024. This plan is referred to as “Worthington 2024.” Worthington 2024 will result in two independent, publicly traded companies that are more specialized and fit-for-purpose, with enhanced prospects for growth and value creation. Worthington plans to effect the separation via a distribution of stock of the Steel Processing business, which is intended to be tax-free to shareholders for U.S. federal income tax purposes. A dedicated area of the Company’s website has been established with more information and will be regularly updated as new details become available at www.WorthingtonIndustries.com/W24.

Recent Developments

On June 28, 2023, Worthington’s Board of Directors declared a quarterly dividend of $0.32 per share payable on September 29, 2023, to shareholders of record on September 15, 2023, a 3% increase or $0.01 per share.

Outlook

“We are very well positioned heading into our new fiscal year.  We have solid growth strategies and a strong balance sheet, both of which create opportunities for us regardless of economic conditions,” Rose said.  “We continue to make good progress on our Worthington 2024 plan, which will create two, distinct market leading companies that will generate long-term value for our shareholders, and we remain on-track to complete the separation by early calendar 2024.”

Conference Call

Worthington will review fiscal 2023 fourth quarter results during its quarterly conference call on June 29, 2023, at 9:00 a.m., Eastern Time. Details regarding the conference call can be found on the Company website at www.WorthingtonIndustries.com.

About Worthington Industries

Worthington Industries (NYSE:WOR) is a leading industrial manufacturing company pursuing its vision to be the transformative partner to its customers, a positive force for its communities and earn exceptional returns for its shareholders. For over six decades, the Company has been delivering innovative solutions to customers spanning industries such as automotive, energy, retail and construction. Worthington is North America’s premier value-added steel processor and producer of laser welded solutions and electrical steel laminations that provide lightweighting, safety critical and emission reducing components to the mobility market. Through on-board fueling systems and gas containment solutions, Worthington serves the growing global hydrogen ecosystem. The Company’s focus on innovation and manufacturing expertise extends to market-leading consumer products in tools, outdoor living and celebrations categories, sold under brand names, Coleman®, Bernzomatic®, Balloon Time®, Mag Torch®, Well-X-Trol®, General®, Garden-Weasel®, Pactool International®, Hawkeye™ and Level5®; as well as market leading building products, including water systems, heating & cooling solutions, architectural and acoustical grid ceilings and metal framing and accessories.

Headquartered in Columbus, Ohio, Worthington operates 52 facilities in 15 states and nine countries, sells into over 90 countries and employs approximately 9,000 people. Founded in 1955, the Company follows a people-first philosophy with earning money for its shareholders as its first corporate goal. Relentlessly finding new ways to drive progress and transform, Worthington is committed to providing better solutions for customers and bettering the communities where it operates by reducing waste, supporting community-based non-profits and developing the next generations of makers.

Safe Harbor Statement

The Company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements by the Company relating to the ever-changing effects of the novel coronavirus (“COVID-19”) pandemic and the various responses of governmental and nongovernmental authorities thereto (such as fiscal stimulus packages, quarantines, shut downs and other restrictions on travel and commercial, social or other activities) on economies (local, national and international) and markets, and on our customers, counterparties, employees and third-party service providers; future or expected cash positions, liquidity and ability to access financial markets and capital; outlook, strategy or business plans; the intended separation of the Company’s Steel Processing business (the “Separation”); the timing and method of the Separation; the anticipated benefits of the Separation; the expected financial and operational performance of, and future opportunities for, each of the two independent, publicly-traded companies following the Separation; the tax treatment of the Separation transaction; the leadership of each of the two independent, publicly-traded companies following the Separation; future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, margins, balance sheet strengths, debt, financial condition or other financial measures; pricing trends for raw materials and finished goods and the impact of pricing changes; the ability to improve or maintain margins; expected demand or demand trends for the Company or its markets; additions to product lines and opportunities to participate in new markets; expected benefits from transformation and innovation efforts; the ability to improve performance and competitive position at the Company’s operations; anticipated working capital needs, capital expenditures and asset sales; anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof; projected profitability potential; the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations; projected capacity and the alignment of operations with demand; the ability to operate profitably and generate cash in down markets; the ability to capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets; expectations for Company and customer inventories, jobs and orders; expectations for the economy and markets or improvements therein; expectations for generating improving and sustainable earnings, earnings potential, margins or shareholder value; effects of judicial rulings; and other non-historical matters constitute “forward-looking statements” within the meaning of the Act. Forward-looking statements may be characterized by terms such as “believe,” “expect,” “anticipate,” “may,” “could,” “should,” “would,” “intend,” “plan,” “will,” “likely,” “estimate,” “project,” “positioned,” “strategy,” “targets,” “aims,” “seek,” “foresee” and similar expressions. Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, those that follow: obtaining final approval of the Separation by the Worthington Industries, Inc. Board of Directors; the uncertainty of obtaining regulatory approvals in connection with the Separation, including rulings from the Internal Revenue Service; the ability to satisfy the necessary closing conditions to complete the Separation on a timely basis, or at all; the Company’s ability to successfully separate the two independent companies and realize the anticipated benefits of the Separation; the risks, uncertainties and impacts related to the COVID-19 pandemic – the duration, extent and severity of which are impossible to predict, including the possibility of future resurgence in the spread of COVID-19 or variants thereof – and the availability, effectiveness and acceptance of vaccines, and other actual or potential public health emergencies and actions taken by governmental authorities or others in connection therewith; the effect of national, regional and global economic conditions generally and within major product markets, including significant economic disruptions from COVID-19, the actions taken in connection therewith and the implementation of related fiscal stimulus packages; the effect of conditions in national and worldwide financial markets, including recent bank failures, inflation, increases in interest rates and economic recession, and with respect to the ability of financial institutions to provide capital; the impact of tariffs, the adoption of trade restrictions affecting the Company’s products or suppliers, a United States withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships; changing oil prices and/or supply; product demand and pricing; changes in product mix, product substitution and market acceptance of the Company’s products; volatility or fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities, labor and other items required by operations (especially in light of the COVID-19 pandemic and Russia’s invasion of Ukraine); effects of sourcing and supply chain constraints; the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters; effects of facility closures and the consolidation of operations; the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction and other industries in which the Company participates; failure to maintain appropriate levels of inventories; financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom the Company does business; the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts; the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from transformation initiatives, on a timely basis; the overall success of, and the ability to integrate, newly-acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom; capacity levels and efficiencies, within facilities, within major product markets and within the industries in which the Company participates as a whole; the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, labor shortages (especially in light of the COVID-19 pandemic), interruption in utility services, civil unrest, international conflicts (especially in light of Russia’s invasion of Ukraine), terrorist activities or other causes; changes in customer demand, inventories, spending patterns, product choices, and supplier choices; risks associated with doing business internationally, including economic, political and social instability (especially in light of Russia’s invasion of Ukraine), foreign currency exchange rate exposure and the acceptance of the Company’s products in global markets; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; the effect of inflation, interest rate increases and economic recession, as well as potential adverse impacts as a result of the Inflation Reduction Act of 2022, which may negatively impact the Company’s operations and financial results; deviation of actual results from estimates and/or assumptions used by the Company in the application of its significant accounting policies; the level of imports and import prices in the Company’s markets; the impact of environmental laws and regulations or the actions of the United States Environmental Protection Agency or similar regulators which increase costs or limit the Company’s ability to use or sell certain products; the impact of increasing environmental, greenhouse gas emission and sustainability considerations or regulations; the impact of judicial rulings and governmental regulations, both in the United States and abroad, including those adopted by the United States Securities and Exchange Commission and other governmental agencies as contemplated by the Coronavirus Aid, Relief and Economic Security (CARES) Act, the Consolidated Appropriations Act, 2021, the American Rescue Act of 2021, and the Dodd-Frank Wall Street Reform and the Consumer Protection Act of 2010; the effect of healthcare laws in the United States and potential changes for such laws, especially in light of the COVID-19 pandemic, which may increase the Company’s healthcare and other costs and negatively impact the Company’s operations and financial results; the effects of tax laws in the United States and potential changes for such laws, which may increase the Company’s costs and negatively impact the Company’s operations and financial results; cyber security risks; the effects of privacy and information security laws and standards; and other risks described from time to time in the filings of Worthington Industries, Inc. with the United States Securities and Exchange Commission, including those described in “Part I – Item 1A. – Risk Factors” of the Annual Report on Form 10-K of Worthington Industries, Inc. for the fiscal year ended May 31, 2022.

It is impossible to predict or identify all potential risk factors. Consequently, you should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Any forward-looking statements in this news release are based on current information as of the date of this news release and the Company assumes no obligation to correct or update any such statements in the future, except as required by applicable law.

 
WORTHINGTON INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
           
  Three Months Ended     Twelve Months Ended  
  May 31,     May 31,  
  2023     2022     2023     2022  
Net sales $ 1,228,864     $ 1,520,305     $ 4,916,392     $ 5,242,219  
Cost of goods sold   984,496       1,352,582       4,253,080       4,527,403  
Gross margin   244,368       167,723       663,312       714,816  
Selling, general and administrative expense   111,554       104,642       428,872       399,568  
Impairment of long-lived assets   1,800       -       2,596       3,076  
Restructuring and other income, net   (13 )     (2,314 )     (4,571 )     (17,096 )
Separation costs   8,455       -       24,048       -  
Operating income   122,572       65,395       212,367       329,268  
Other income (expense):                      
Miscellaneous income (expense)   1,127       651       (1,227 )     2,714  
Interest expense, net   (4,514 )     (8,167 )     (26,759 )     (31,337 )
Equity in net income of unconsolidated affiliates   55,492       53,041       160,987       213,641  
Earnings before income taxes   174,677       110,920       345,368       514,286  
Income tax expense   40,514       24,963       76,198       115,022  
Net earnings   134,163       85,957       269,170       399,264  
Net earnings attributable to noncontrolling interests   4,260       5,705       12,642       19,878  
Net earnings attributable to controlling interests $ 129,903     $ 80,252     $ 256,528     $ 379,386  
                       
Basic                      
Weighted average common shares outstanding   48,643       48,780       48,566       49,940  
Earnings per share attributable to controlling interest $ 2.67     $ 1.65     $ 5.28     $ 7.60  
                       
Diluted                      
Weighted average common shares outstanding   49,779       49,701       49,386       50,993  
Earnings per share attributable to controlling interest $ 2.61     $ 1.61     $ 5.19     $ 7.44  
                       
                       
Common shares outstanding at end of period   48,659       48,380       48,659       48,380  
                       
Cash dividends declared per share $ 0.31     $ 0.28     $ 1.24     $ 1.12  
                               


 
CONSOLIDATED BALANCE SHEETS
WORTHINGTON INDUSTRIES, INC.
(In thousands)
       
    May 31,  
    2023     2022  
Assets            
Current assets:            
Cash and cash equivalents   $ 454,946     $ 34,485  
Receivables, less allowances of $3,383 and $1,292 at May 31, 2023            
and May 31, 2022, respectively     692,887       857,493  
Inventories            
Raw materials     264,568       323,609  
Work in process     183,248       255,019  
Finished products     160,152       180,512  
Total inventories     607,968       759,140  
Income taxes receivable     4,198       20,556  
Assets held for sale     3,381       20,318  
Prepaid expenses and other current assets     104,957       93,661  
Total current assets     1,868,337       1,785,653  
Investment in unconsolidated affiliates     252,591       327,381  
Operating lease assets     99,967       98,769  
Goodwill     414,820       401,469  
Other intangible assets, net of accumulated amortization of $107,167 and            
$93,973 at May 31, 2023 and May 31, 2022, respectively     314,226       299,017  
Other assets     25,323       34,394  
Property, plant and equipment:            
Land     49,697       51,483  
Buildings and improvements     308,669       303,269  
Machinery and equipment     1,263,962       1,196,806  
Construction in progress     45,165       59,363  
Total property, plant and equipment     1,667,493       1,610,921  
Less: accumulated depreciation     991,839       914,581  
Total property, plant and equipment, net     675,654       696,340  
Total assets   $ 3,650,918     $ 3,643,023  
             
Liabilities and equity            
Current liabilities:            
Accounts payable   $ 528,920     $ 668,438  
Short-term borrowings     2,813       47,997  
Accrued compensation, contributions to employee benefit plans and related taxes     93,810       117,530  
Dividends payable     18,330       15,988  
Other accrued items     53,362       70,125  
Current operating lease liabilities     12,608       11,618  
Income taxes payable     7,451       300  
Current maturities of long-term debt     264       265  
Total current liabilities     717,558       932,261  
Other liabilities     113,286       115,991  
Distributions in excess of investment in unconsolidated affiliate     117,297       81,149  
Long-term debt     689,718       696,345  
Noncurrent operating lease liabilities     89,982       88,183  
Deferred income taxes     101,449       115,132  
Total liabilities     1,829,290       2,029,061  
Shareholders' equity - controlling interest     1,696,011       1,480,752  
Noncontrolling interests     125,617       133,210  
Total equity     1,821,628       1,613,962  
Total liabilities and equity   $ 3,650,918     $ 3,643,023  
                 


 
WORTHINGTON INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
           
  Three Months Ended     Twelve Months Ended  
  May 31,     May 31,  
  2023     2022     2023     2022  
Operating activities:                      
Net earnings $ 134,163     $ 85,957     $ 269,170     $ 399,264  
Adjustment to reconcile net earnings to net cash provided by operating activities:                      
Depreciation and amortization   28,292       28,248       112,800       98,827  
Impairment of long-lived assets   1,800       -       2,596       3,076  
Provision for (benefit from) deferred income taxes   4,670       5,839       (15,528 )     19,175  
Bad debt expense (income)   (1,678 )     63       2,108       959  
Equity in net income of unconsolidated affiliates, net of distributions   (4,545 )     (30,487 )     79,870       (113,583 )
Net loss (gain) on sale of assets   530       (2,320 )     (4,458 )     (16,150 )
Stock-based compensation   5,420       4,141       19,178       16,100  
Changes in assets and liabilities, net of impact of acquisitions:                      
Receivables   (17,386 )     4,123       143,089       (151,328 )
Inventories   (6,843 )     111,323       160,116       (118,490 )
Accounts payable   45,089       (38,737 )     (150,400 )     12,230  
Accrued compensation and employee benefits   10,206       23,576       (23,226 )     (29,348 )
Income taxes payable   7,450       (4,490 )     7,150       (5,977 )
Other operating items, net   22,066       (22,398 )     22,899       (44,643 )
Net cash provided by operating activities   229,234       164,838       625,364       70,112  
                       
Investing activities:                      
Investment in property, plant and equipment   (17,651 )     (22,796 )     (86,366 )     (94,600 )
Purchase of noncontrolling interest in WSP - Taylor   -       (6,811 )     -       (6,811 )
Investment in non-marketable equity securities   (500 )     -       (770 )     -  
Acquisitions, net of cash acquired   -       548       (56,088 )     (376,713 )
Net proceeds from the sale of investment in ArtiFlex   -       -       35,795       -  
Proceeds from sale of assets, net of selling costs   108       4,032       35,653       39,936  
Net cash used by investing activities   (18,043 )     (25,027 )     (71,776 )     (438,188 )
                       
Financing activities:                      
Net proceeds from (repayments of) short-term borrowings   (791 )     (63,912 )     (45,183 )     41,726  
Principal payments on long-term obligations   (776 )     (11 )     (6,685 )     (565 )
Proceeds from issuance of common shares, net of tax withholdings   1,631       236       (1,780 )     (6,280 )
Payments to noncontrolling interests   (8,475 )     (19,724 )     (20,235 )     (35,160 )
Repurchase of common shares   -       (52,406 )     -       (180,248 )
Dividends paid   (15,078 )     (13,833 )     (59,244 )     (57,223 )
Net cash used by financing activities   (23,489 )     (149,650 )     (133,127 )     (237,750 )
Increase (decrease) in cash and cash equivalents   187,702       (9,839 )     420,461       (605,826 )
Cash and cash equivalents at beginning of period   267,244       44,324       34,485       640,311  
Cash and cash equivalents at end of period $ 454,946     $ 34,485     $ 454,946     $ 34,485  
                               

WORTHINGTON INDUSTRIES, INC.
NON-GAAP FINANCIAL MEASURES / SUPPLEMENTAL DATA
(In thousands, except volume and per share amounts)

The Company reports its financial results in accordance with accounting principles generally accepted in the United States (GAAP). The Company also presents certain non-GAAP financial measures including adjusted operating income, adjusted net earnings attributable to controlling interest and adjusted net earnings per diluted share attributable to controlling interest, and for purposes of evaluating segment performance, adjusted earnings before interest and taxes attributable to controlling interest (“adjusted EBIT”) and adjusted earnings before interest, taxes, depreciation and amortization attributable to controlling interest (“adjusted EBITDA”). These non-GAAP financial measures typically exclude impairment and restructuring charges (gains), but may also exclude other items that management believes are not reflective of, and thus should not be included when evaluating the performance of the Company’s ongoing operations. Management uses these non-GAAP financial measures to evaluate the Company’s performance, engage in financial and operational planning, and determine incentive compensation and believes these non-GAAP financial measures provide useful information to investors because they provide additional perspective of the performance of the Company’s ongoing operations. Additionally, management believes these non-GAAP financial measures provide useful information to investors because they allow for meaningful comparisons and analysis of trends in the Company’s businesses and enables investors to evaluate operations and future prospects in the same manner as management.

The following provides a reconciliation to adjusted operating income, adjusted net earnings attributable to controlling interest and adjusted earnings per diluted share attributable to controlling interest from the most comparable GAAP measures for the three months ended May 31, 2023 and 2022.

    Three Months Ended May 31, 2023  
    Operating
Income
    Earnings Before Income Taxes     Income Tax Expense (Benefit)     Net Earnings Attributable to Controlling Interest(1)     Earnings per Diluted Share  
GAAP   $ 122,572     $ 174,677     $ 40,514     $ 129,903     $ 2.61  
Impairment of long-lived assets     1,800       1,800       (405 )     1,395       0.03  
Restructuring and other income, net     (13 )     (13 )     (25 )     (38 )     -  
Separation costs(2)     8,455       8,455       (1,565 )     6,890       0.13  
Sale-leaseback gain in equity income(3)     -       (2,063 )   472       (1,591 )     (0.03 )
Non-GAAP   $ 132,814     $ 182,856     $ 42,037     $ 136,559     $ 2.74  


    Three Months Ended May 31, 2022  
    Operating
Income
    Earnings Before Income Taxes     Income Tax Expense (Benefit)     Net Earnings Attributable to Controlling Interest(1)     Earnings per Diluted Share  
GAAP   $ 65,395     $ 110,920     $ 24,963     $ 80,252     $ 1.61  
Restructuring and other income, net     (2,314 )     (2,314 )   570       (1,847 )     (0.03 )
Non-GAAP   $ 63,081     $ 108,606     $ 24,393     $ 78,405     $ 1.58  
                                         

The following provides a reconciliation to adjusted operating income, adjusted net earnings attributable to controlling interest and adjusted earnings per diluted share attributable to controlling interest from the most comparable GAAP measures for the twelve months ended May 31, 2023 and 2022.

    Twelve Months Ended May 31, 2023  
    Operating
Income
    Earnings Before Income Taxes     Income Tax Expense (Benefit)     Net Earnings Attributable to Controlling Interest(1)     Earnings per Diluted Share  
GAAP   $ 212,367     $ 345,368     $ 76,198     $ 256,528     $ 5.19  
Impairment of long-lived assets     2,596       2,596       (568 )     1,913       0.04  
Restructuring and other income, net     (4,571 )     (4,571 )     623       (2,098 )     (0.04 )
Separation costs(2)     24,048       24,048       (5,507 )     18,541       0.38  
Pension settlement charge(4)     -       4,774       (1,093 )     3,681       0.07  
Loss on sale of investment in ArtiFlex(5)     -       16,059       (3,678 )     12,381       0.25  
Sale-leaseback gain in equity income(3)     -       (2,063 )     472       (1,591 )     (0.03 )
Non-GAAP   $ 234,440     $ 386,211     $ 85,949     $ 289,355     $ 5.86  


    Twelve Months Ended May 31, 2022  
    Operating
Income
    Earnings Before Income Taxes     Income Tax Expense (Benefit)     Net Earnings Attributable to Controlling Interest(1)     Earnings per Diluted Share  
GAAP   $ 329,268     $ 514,286     $ 115,022     $ 379,386     $ 7.44  
Impairment of long-lived assets     3,076       3,076       (450 )     1,486       0.03  
Restructuring and other income, net     (17,096 )     (17,096 )     2,598       (8,572 )     (0.17 )
Non-GAAP   $ 315,248     $ 500,266     $ 112,874     $ 372,300     $ 7.30  

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(1)   Excludes the impact of the noncontrolling interests.
(2)   Reflects direct and incremental costs incurred in connection with the anticipated tax-free spin-off of the Company’s Steel Processing business, including audit, advisory, and legal costs and one-time costs to stand-up separate corporate functions.
(3)   During the three months ended May 31, 2023, our unconsolidated engineered cabs joint venture, Taxi Workhorse, recognized a pre-tax gain of $10,315 related to a sale-leaseback transaction. Our portion of this gain, which is recorded in equity income, was $2,063.
(4)   During August of 2023 the Company completed a pension lift-out transaction to transfer a portion of the total projected benefit obligation of The Gerstenslager Company Bargaining Unit Employees' Pension Plan to a third-party insurance company, resulting in a non-cash settlement charge of $4,774 to accelerate a portion of the overall deferred pension cost.
(5)   On August 3, 2022, the Company sold its 50% noncontrolling equity investment in ArtiFlex Manufacturing, LLC, resulting in a pre-tax loss of $16,059 during fiscal 2023.
     

To further assist in the analysis of segment results for the periods presented, the following volume and net sales information for the three and twelve months ended May 31, 2023 and 2022 has been provided along with a reconciliation of adjusted EBIT and adjusted EBITDA to the most comparable GAAP measure, which is operating income for purposes of measuring segment profit:

  Three Months Ended May 31, 2023  
                                   
  Steel     Consumer     Building     Sustainable              
  Processing     Products     Products     Energy Solutions     Other     Consolidated  
Volume (tons/units)   1,025,075       20,109,755       2,747,620       162,894     n/a     n/a  
Net Sales $ 860,062     $ 181,175     $ 142,189     $ 45,438     n/a     $ 1,228,864  
                                   
Operating income (loss) $ 93,335     $ 25,793     $ 9,662     $ 2,427     $ (8,645 )   $ 122,572  
Impairment of long-lived assets   1,800       -       -       -       -       1,800  
Restructuring and other (income) expense   -       7       (20 )     -       -       (13 )
Separation costs   -       -       -       -       8,455       8,455  
Adjusted operating income (loss)   95,135       25,800       9,642       2,427       (190 )     132,814  
Miscellaneous income (expense), net   1,126       (103 )     (79 )     181       2       1,127  
Equity in net income of unconsolidated affiliates(1)   4,234       -       49,618       -       (423 )     53,429  
Less: Net earnings attributable to noncontrolling interests   4,260       -       -       -       -       4,260  
Adjusted EBIT   96,235       25,697       59,181       2,608       (611 )     183,110  
Depreciation and amortization   16,407       4,059       4,610       1,697       1,519       28,292  
Adjusted EBITDA $ 112,642     $ 29,756     $ 63,791     $ 4,305     $ 908     $ 211,402  
                                   
Adjusted EBIT margin   11.2 %     14.2 %     41.6 %     5.7 %   NM       14.9 %
Adjusted EBITDA margin   13.1 %     16.4 %     44.9 %     9.5 %   NM       17.2 %

______________________

(1)   Excludes a pre-tax gain of $2,063 within Other related to a sale-leaseback transaction at our unconsolidated engineered cabs joint venture, Taxi Workhorse, during the three months ended May 31, 2023.
     


  Three Months Ended May 31, 2022  
  Steel     Consumer     Building     Sustainable Energy              
  Processing     Products     Products     Solutions     Other     Consolidated  
Volume (tons/units)   1,042,465       22,008,912       3,469,962       181,026     n/a     n/a  
Net Sales $ 1,119,808     $ 186,212     $ 172,945     $ 41,335     $ 5     $ 1,520,305  
                                   
Operating income (loss) $ 16,877     $ 29,734     $ 19,834     $ (1,756 )   $ 706     $ 65,395  
Restructuring and other (income), net   (2,281 )     -       -       -       (33 )     (2,314 )
Adjusted operating income (loss)   14,596       29,734       19,834       (1,756 )     673       63,081  
Miscellaneous income (expense), net   827       (245 )     99       80       (110 )     651  
Equity in net income of unconsolidated affiliates   6,922       -       43,634       -       2,485       53,041  
Less: Net earnings attributable to noncontrolling interests(2)   5,809       -       -       -       -       5,809  
Adjusted EBIT   16,536       29,489       63,567       (1,676 )     3,048       110,964  
Depreciation and amortization   17,291       3,136       4,292       1,611       1,918       28,248  
Adjusted EBITDA $ 33,827     $ 32,625     $ 67,859     $ (65 )   $ 4,966     $ 139,212  
                                   
Adjusted EBIT margin   1.5 %     15.8 %     36.8 %     -4.1 %   NM       7.3 %
Adjusted EBITDA margin   3.0 %     17.5 %     39.2 %     -0.2 %   NM       9.2 %

______________________

(2)   Excludes the noncontrolling interest portion of restructuring charges of $104.
     


  Twelve Months Ended May 31, 2023  
  Steel     Consumer     Building     Sustainable Energy              
  Processing     Products     Products     Solutions     Other     Consolidated  
Volume (tons/units)   3,842,828       78,234,587       10,532,434       573,853     n/a     n/a  
Net Sales $ 3,497,896     $ 686,319     $ 586,059     $ 146,118     n/a     $ 4,916,392  
                                   
Operating income (loss) $ 123,691     $ 78,039     $ 36,754     $ 718     $ (26,835 )   $ 212,367  
Impairment of long-lived assets   2,112       -       484       -       -       2,596  
Restructuring and other (income) expense   (4,204 )     213       597       -       (1,177 )     (4,571 )
Separation costs   -       -       -       -       24,048       24,048  
Adjusted operating income (loss)   121,599       78,252       37,835       718       (3,964 )     234,440  
Miscellaneous income (expense), net(3)   3,270       (205 )     349       199       (66 )     3,547  
Equity in net income of unconsolidated affiliates(4)(5)   7,725       -       166,427       -       831       174,983  
Less: Net earnings attributable to noncontrolling interests(6)   10,908       -       -       -       -       10,908  
Adjusted EBIT   121,686       78,047       204,611       917       (3,199 )     402,062  
Depreciation and amortization   66,383       15,734       17,856       6,319       6,508       112,800  
Adjusted EBITDA $ 188,069       93,781       222,467       7,236       3,309       514,862  
                                   
Adjusted EBIT margin   3.5 %     11.4 %     34.9 %     0.6 %   NM       8.2 %
Adjusted EBITDA margin   5.4 %     13.7 %     38.0 %     5.0 %   NM       10.5 %

______________________

(3)   Excludes within Other, the pre-tax settlement charge of $4,774 related to the pension lift-out transaction discussed above.
(4)   Excludes within Other, the pre-tax loss of $16,059 related to the sale of our investment in ArtiFlex discussed above.
(5)   Excludes within Other, the pre-tax gain of $2,063 related to a sale-leaseback transaction at Workhorse discussed above.
(6)   Excludes the noncontrolling interest portion of impairment of long-lived assets and restructuring gains of $1,734.
     


  For the Twelve Months Ended May 31, 2022  
  Steel     Consumer     Building     Sustainable Energy              
  Processing     Products     Products     Solutions     Other     Consolidated  
Volume (tons/units)   4,170,931       82,393,013       11,707,258       610,811     n/a     n/a  
Net Sales $ 3,933,021     $ 636,478     $ 541,757     $ 130,954     $ 9     $ 5,242,219  
                                   
Operating income (loss) $ 199,120     $ 94,378     $ 39,905     $ (6,157 )   $ 2,022     $ 329,268  
Impairment of long-lived assets   3,076       -       -       -       -       3,076  
Restructuring and other income, net   (14,480 )     -       (35 )     (143 )     (2,438 )     (17,096 )
Adjusted operating income (loss) $ 187,716     $ 94,378     $ 39,870     $ (6,300 )   $ (416 )   $ 315,248  
Miscellaneous income (expense), net   862       (76 )     240       64       1,624       2,714  
Equity in net income of unconsolidated affiliates   29,787       -       176,498       -       7,356       213,641  
Less: Net earnings attributable to noncontrolling interests(7)   15,093       -       -       -       -       15,093  
Adjusted EBIT   203,272       94,302       216,608       (6,236 )     8,564       516,510  
Depreciation and amortization   55,771       12,736       16,294       6,554       7,472       98,827  
Adjusted EBITDA $ 259,043     $ 107,038     $ 232,902     $ 318     $ 16,036     $ 615,337  
                                   
Adjusted EBIT margin   5.2 %     14.8 %     40.0 %     -4.8 %   NM       9.9 %
Adjusted EBITDA margin   6.6 %     16.8 %     43.0 %     0.2 %   NM       11.7 %

______________________

(7)   Excludes the noncontrolling interest portion of impairment and restructuring gains of $4,785.
     

The following tables outlines our equity income (loss) by unconsolidated affiliate for the periods presented:

    Three Months Ended     Twelve Months Ended  
    May 31,     May 31,  
    2023     2022     2023     2022  
WAVE   $ 24,252     $ 20,755     $ 85,933     $ 87,426  
ClarkDietrich     25,366       22,879       80,494       89,072  
Serviacero Worthington     4,234       6,922       7,725       29,787  
ArtiFlex(1)     -       2,806       (13,700 )     7,590  
Workhorse     1,641       (321 )     535       (234 )
Total equity income   $ 55,493     $ 53,041     $ 160,987     $ 213,641  

______________________

(1)   On August 3, 2022, the Company sold its 50% interest in ArtiFlex.
     

Contacts:
SONYA L. HIGGINBOTHAM
VP, CORPORATE COMMUNICATIONS AND BRAND MANAGEMENT
614.438.7391 | sonya.higginbotham@worthingtonindustries.com

MARCUS A. ROGIER
TREASURER AND INVESTOR RELATIONS OFFICER
614.840.4663 | marcus.rogier@worthingtonindustries.com

200 Old Wilson Bridge Rd. | Columbus, Ohio 43085
WorthingtonIndustries.com