8-K

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):  February 11, 2020

WORTHINGTON INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Ohio	1-8399	31-1189815
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

200 Old Wilson Bridge Road, Columbus, Ohio 43085

(Address of Principal Executive Offices) (Zip Code)

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

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, without par value	WOR	NYSE

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 2.05.  Costs Associated with Exit or Disposal Activities.

On February 11, 2020, Worthington Industries, Inc. (the “Company”) announced a plan to consolidate its oil and gas equipment manufacturing operations in Wooster, Ohio into its existing manufacturing facility in Bremen, Ohio. The consolidation will enhance capacity utilization at the Bremen facility where the Company already manufactures similar oil and gas equipment. The closure of the Wooster facility is expected to be complete by May 31, 2020.

The Company is currently assessing restructuring charges associated with the consolidation and closure of the Wooster facility.  The Company expects to incur pre-tax restructuring charges in the range of $3.0 million to $5.0 million, the majority of which are expected to be severance costs to be accrued in the third and fourth quarters of the Company’s fiscal year ending May 31, 2020. The Company is also performing an impairment analysis over fixed assets, goodwill and other intangible assets and, as a result, expects to record a non-cash impairment charge in the range of $25.0 million to $35.0 million during its third quarter ending February 29, 2020.

The restructuring and impairment charges described above are preliminary estimates and actual amounts may be materially different from these estimates. The Company may also incur additional charges or future cash expenditures not currently contemplated due to events that may occur as a result of, or that are associated with, the Wooster facility closure.

Item 2.06.  Material Impairments.

Please see the discussion in “Item 2.05. Costs Associated with Exit or Disposal Activities.” of this Current Report on Fork 8-K, which is incorporated herein by reference.

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 8‑K:

Exhibit No.	Description
99.1	News Release issued by Worthington Industries, Inc. on February 12, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:  February 12, 2020	By:	/s/Dale T. Brinkman
		Dale T. Brinkman, Senior Vice President- Administration, General Counsel & Secretary

EX-99.1

 

Worthington Industries Announces Consolidation of Oil and Gas Operations

COLUMBUS, Ohio – February 12, 2020 – Worthington Industries Inc. (NYSE: WOR) today announced a plan to consolidate its oil and gas equipment manufacturing operation in Wooster, Ohio into its existing facility in Bremen, Ohio.  The consolidation will helputilize available capacity at Bremen which manufactures similar products. The closure of the Wooster operation is expected to be complete by May 31, 2020.  

“We believe the consolidation of our manufacturing footprint in the East will enable us to better serve our customers and accelerate transformation efforts already under way to reduce costs and improve competitiveness,” said Jacob Garrett, general manager of the oil and gas business for Worthington Industries. “These decisions that impact the lives of our employees are never taken lightly.” Over half of Wooster’s 122 employees will have the opportunity to transfer to the Bremen facility. Outplacement services and other benefits will be provided to employees who will not continue with the Company.

The Bremen facility, which primarily serves customers in the Eastern U.S., recently added capabilities with the purchase of a paint and blast facility. The Company also operates a plant in Tulsa, Okla., serving oil and gas producers in the West.  Worthington acquired the Wooster and Bremen operations when it purchased the Westerman Companies in September 2012.

About Worthington Industries

Worthington Industries (NYSE:WOR) is a leading industrial manufacturing company delivering innovative solutions to customers that span many industries including transportation, construction, industrial, agriculture, retail and energy. Worthington is North America’s premier value-added steel processor and producer of laser welded products; and a leading global supplier of pressure cylinders and accessories for applications such as fuel storage, water systems, outdoor living, tools and celebrations. The Company’s brands, primarily sold in retail stores, include Coleman®, Bernzomatic®, Balloon Time®, Mag Torch® and Well-X-Trol®. Worthington’s WAVE joint venture with Armstrong is the North American leader in innovative ceiling solutions.

Headquartered in Columbus, Ohio, Worthington operates 57 facilities in 15 states and six 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 practicing a shared commitment to transformation, Worthington makes better solutions possible for customers, employees, shareholders and communities. 

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 its ability to increase market participation, expand and integrate capacity, increase efficiencies and reduce lead time, achieve growth in general and in specific markets, and other statements which are not historical information constitute "forward looking statements" within the meaning of the Act. All forward-looking statements are subject to risks and uncertainties which could

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Worthington Industries

February 12, 2020

Page 2

cause actual results to differ from those projected. Factors that could cause actual results to differ materially include risks described from time to time in the Company's filings with the Securities and Exchange Commission.

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Document And Entity Information	Feb. 11, 2020
Cover [Abstract]
Entity Registrant Name	WORTHINGTON INDUSTRIES INC
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 11, 2020
Entity Central Index Key	0000108516
Entity Emerging Growth Company	false
Entity File Number	1-8399
Entity Incorporation, State or Country Code	OH
Entity Tax Identification Number	31-1189815
Entity Address, Address Line One	200 Old Wilson Bridge Road
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43085
City Area Code	614
Local Phone Number	438-3210
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Shares, without par value
Trading Symbol	WOR
Name of each exchange on which registered	NYSE