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8-K - WORTHINGTON INDUSTRIES INC. - WORTHINGTON INDUSTRIES INCworthington8k.htm
 


Exhibit 99.1
 
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Worthington Reports First Quarter Fiscal 2014 Results
 
COLUMBUS, OH--(Marketwired - Sep 25, 2013) - Worthington Industries, Inc. (NYSE: WOR) today reported net sales of $692.3 million and net earnings of $54.6 million, or $0.76 per share, for its fiscal 2014 first quarter ended August 31, 2013. In last year's first quarter, the Company reported net sales of $666.0 million and net earnings of $34.0 million, or $0.49 per share. Net earnings in the current quarter include an $11.0 million pre-tax gain and a $4.5 million favorable tax adjustment related to the acquisition of an additional 10% interest in the Company's laser welded blanks joint venture, TWB, as described under Recent Business Developments below. The impact of these two items netted with the restructuring and impairment charges, increased earnings by $0.18 per share.
 
Financial highlights for the current and comparative periods are as follows:
 
(U.S. dollars in millions, except per share data)
 
      1Q 2014       4Q 2013       1Q 2013  
Net sales
  $ 692.3     $ 704.1     $ 666.0  
Operating income
    38.6       33.5       33.4  
Equity income
    27.0       21.0       22.6  
Net earnings
    54.6       33.5       34.0  
Earnings per share
  $ 0.76     $ 0.46     $ 0.49  
 
"We had a very good quarter with solid results from our Steel Processing and Pressure Cylinders businesses and several of our joint ventures," said John McConnell, Chairman and CEO. "We saw strength in volumes from the automotive, agriculture, heavy truck and commercial construction markets in Steel Processing. The oil and gas business in Cylinders had a very good quarter and the transformation's operational improvements are also providing a lift to this business. Engineered Cabs has stabilized while still experiencing softer volumes from key customers." McConnell added, "We also had excellent contributions from our joint ventures with WAVE, ClarkDietrich and TWB leading the way this quarter."
 
Consolidated Quarterly Results
 
Net sales for the first quarter were $692.3 million, up 4% from the comparable quarter in the prior year, when net sales were $666.0 million. An increase in volume driven by recent acquisitions was partially offset by lower average selling prices, primarily in Steel Processing, which were affected by a shift in product mix.
 
 
 

 
Gross margin for the current quarter was $111.0 million, compared to $93.7 million in the prior year quarter. The $17.3 million increase was primarily the result of the recent acquisitions, a more favorable product mix in Pressure Cylinders and lower inventory holding losses in Steel Processing.
 
SG&A expense increased $12.1 million over the prior year quarter driven by the impact of acquisitions and a $2.0 million legal accrual in the current quarter.
 
Operating income for the current quarter was $38.6 million, compared to $33.4 million in the prior year quarter as the improvement in gross margin more than offset the increase in SG&A expense. Operating income in the current quarter also included an impairment charge of $4.6 million related to certain non-core steel processing assets and net restructuring gains of $4.0 million driven primarily by a gain on the sale of a warehouse facility in Detroit, Mich.
 
Interest expense was $6.2 million for the current quarter, compared to $5.3 million in the comparable period in the prior year, primarily due to the impact of higher average interest rates due to an increase in the percentage of debt that is long-term.
 
With unconsolidated sales of $423.5 million, joint ventures contributed $27.0 million in equity income in the current quarter, a $4.3 million increase from the comparable quarter in the prior year. All joint ventures posted positive results, led by WAVE, ClarkDietrich, and TWB, which contributed $19.7 million, $2.8 million, and $1.8 million of equity income, respectively. The equity portion of income from ClarkDietrich and WAVE exceeded the prior year quarter by $2.4 million and $1.3 million, respectively. TWB's contribution to equity income decreased $0.8 million, reflecting only two months of activity in the current quarter as this joint venture became consolidated on August 1, 2013 upon our acquisition of an additional 10% interest.
 
Miscellaneous income includes an $11.0 million non-cash gain on the write-up of the investment in TWB to fair value. This was the result of acquiring an additional 10% interest in the joint venture.
 
Income tax expense of $13.9 million in the current quarter decreased from $16.1 million in the prior year quarter as the impact of higher pre-tax earnings was more than offset by a $4.5 million favorable tax adjustment. This adjustment resulted from the impact of acquiring control of TWB on the deferred tax liability related to the unremitted earnings of its Mexican operations. The current quarter reflects an estimated annual effective tax rate of 28.9% compared to 32.6% for the prior year quarter.
 
Balance Sheet
 
At quarter end, total debt was $469.2 million, down $51.8 million from May 31, 2013, due to lower short-term borrowings. As of August 31, 2013, the Company had utilized $40.0 million under its trade accounts receivable securitization facility and $18.0 million was drawn on the Company's $425.0 million revolving credit facility.
 
Quarterly Segment Results
 
Steel Processing's net sales of $402.4 million were up 5%, or $17.4 million, from the prior year quarter as higher volumes resulting from the consolidation of TWB and increased sales in the agriculture and heavy truck markets were partially offset by the impact of lower average selling prices due to a shift in product mix. The mix of direct versus toll tons processed was 58% to 42% this quarter, compared with a 54% to 46% mix in the comparable quarter of the prior year. Operating income increased $6.0 million, driven almost entirely by lower inventory holding losses.
 
 
 
 

 
 
Pressure Cylinders' net sales of $216.9 million were up 12%, or $22.7 million, from the comparable prior year quarter. Operating income was $19.5 million, up $4.4 million. The increase was the result of the recent acquisitions.
 
Engineered Cabs' net sales of $48.5 million were down 25%, or $16.0 million, from the comparable prior year quarter driven by lower volumes and the impact of lower average selling prices due to mix. Operating income decreased $5.0 million driven almost entirely by lower volumes from key customers, who had lower demand during the quarter.
 
The entities included in "Other" are the Construction Services and Energy Innovations operating segments, as well as non-allocated expenses. Operations in the "Other" category reported net sales of $24.5 million, an increase of $2.2 million from the prior year quarter mostly due to the Energy Innovations business. The "Other" category reported a combined loss of $3.2 million, which included a $2.0 million legal accrual.
 
Recent Business Developments
 
· 
On July 31, 2013, the Company acquired an additional 10% interest in its laser welded blanks joint venture, TWB, increasing its ownership to 55% and becoming the controlling partner. As a result, 100% of TWB's results are now consolidated with the Steel Processing business segment, with the minority member's portion of earnings shown as earnings attributable to non-controlling interest.
 
· 
During the quarter, the Company repurchased a total of 880,500 common shares for $30.5 million at an average price of $34.66.
 
· 
On September 25, 2013, the board of directors declared a quarterly dividend of $0.15 per share payable on December 27, 2013 to shareholders of record at December 13, 2013.
 
Outlook
 
"Our outlook continues to be positive. We are encouraged by the improvements we are seeing in the commercial construction and the agriculture markets and the continued strength in automotive," McConnell said. "We are excited about the new markets we have entered through acquisitions and in our organic growth, particularly in the Cylinders business. The strategy for acquisitions and our focus on innovation has us well-positioned for long-term growth. We will continue to explore new opportunities and drive improvement and optimization in all of our businesses."
 
Conference Call
 
Worthington will review first quarter results during its quarterly conference call on September 26, 2013, at 10:30 a.m., Eastern Daylight Saving Time. Details regarding the conference call can be found on the Company web site at www.WorthingtonIndustries.com.
 
 
 
 

 
 
Corporate Profile
 
Worthington Industries is a leading diversified metals manufacturing company with 2013 fiscal year sales of $2.6 billion. The Columbus, Ohio based company is North America's premier value-added steel processor and a leader in manufactured metal products, such as propane, oxygen, refrigerant and industrial cylinders, hand torches, camping cylinders, scuba tanks, compressed natural gas storage cylinders, helium balloon kits and exploration, recovery and production tanks for global energy markets; custom-engineered open and enclosed cabs and operator stations for heavy mobile equipment; laser welded blanks; steel pallets and racks; and through joint ventures, suspension grid systems for concealed and lay-in panel ceilings, current and past model automotive service stampings and light gauge steel framing for commercial and residential construction. Worthington employs approximately 10,000 people and operates 82 facilities in 11 countries.
 
Founded in 1955, the Company operates under a long-standing corporate philosophy rooted in the golden rule. Earning money for its shareholders is the first corporate goal. This philosophy serves as an unwavering commitment to the customer, supplier, and shareholder, and it serves as the Company's foundation for one of the strongest employee-employer partnerships in American industry.
 
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 business plans or future or expected growth, performance, sales, volumes, cash flows, earnings, balance sheet strengths, debt, financial condition or other financial measures; projected profitability potential, capacity, and working capital needs; demand trends for the Company or its markets; additions to product lines and opportunities to participate in new markets; pricing trends for raw materials and finished goods and the impact of pricing changes; anticipated capital expenditures and asset sales; anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof; the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, newly-created joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations; the alignment of operations with demand; the ability to operate profitably and generate cash in down markets; the ability to maintain margins and capture and maintain market share and to develop or take advantage of future opportunities, new products and new markets; expectations for Company and customer inventories, jobs and orders; expectations for the economy and markets or improvements therein; expected benefits from transformation plans, cost reduction efforts and other new initiatives; expectations for increasing volatility or improving and sustaining 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. 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, the effect of national, regional and worldwide economic conditions generally and within major product markets, including a prolonged or substantial economic downturn; the outcome of negotiations surrounding the United States debt and budget, which may be adverse due to its impact on tax increases, governmental spending, and customer confidence and spending; the effect of conditions in national and worldwide financial markets; product demand and pricing; changes in product mix, product substitution and market acceptance of the Company's products; fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities and other items required by operations; 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 other 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 industry 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, acts of war or 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, foreign currency exposure and the acceptance of our products in new markets; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; the outcome of adverse claims experience with respect to workers' compensation, product recalls or product liability, casualty events or other matters; deviation of actual results from estimates and/or assumptions used by the Company in the application of its significant accounting policies; level of imports and import prices in the Company's markets; 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 Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the effect of changes to healthcare laws in the United States which may increase our healthcare and other costs and negatively impact our operations and financial results; and other risks described from time to time in the Company's filings with the United States Securities and Exchange Commission, including those described in "Part I - Item 1A. - Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended May 31, 2013.
 

 
 

 
 
 
WORTHINGTON INDUSTRIES, INC.
 
CONSOLIDATED STATEMENTS OF EARNINGS
 
(In thousands, except per share amounts)
 
   
             
   
Three Months Ended
 
   
August 31,
 
   
2013
   
2012
 
Net sales
 
$
692,291
   
$
666,035
 
Cost of goods sold
   
581,327
     
572,384
 
    Gross margin
   
110,964
     
93,651
 
Selling, general and administrative expense
   
71,540
     
59,422
 
Impairment of long-lived assets
   
4,641
     
1,570
 
Restructuring and other expense (income)
   
(3,997
)
   
403
 
Joint venture transactions
   
142
     
(1,162
)
    Operating income
   
38,638
     
33,418
 
Other income (expense):
               
    Miscellaneous income
   
10,937
     
165
 
    Interest expense
   
(6,240
)
   
(5,259
)
    Equity in net income of unconsolidated affiliates
   
26,951
     
22,643
 
    Earnings before income taxes
   
70,286
     
50,967
 
Income tax expense
   
13,933
     
16,102
 
Net earnings
   
56,353
     
34,865
 
Net earnings attributable to noncontrolling interest
   
1,796
     
903
 
Net earnings attributable to controlling interest
 
$
54,557
   
$
33,962
 
                 
Basic
               
Average common shares outstanding
   
69,601
     
68,278
 
Earnings per share attributable to controlling interest
 
$
0.78
   
$
0.50
 
                 
Diluted
               
Average common shares outstanding
   
72,083
     
69,571
 
Earnings per share attributable to controlling interest
 
$
0.76
   
$
0.49
 
                 
                 
Common shares outstanding at end of period
   
69,373
     
68,679
 
                 
Cash dividends declared per share
 
$
0.15
   
$
0.13
 

 
 
 

 
 
 
WORTHINGTON INDUSTRIES, INC.
 
CONSOLIDATED BALANCE SHEETS
 
(In thousands)
 
   
   
August 31,
   
May 31,
 
   
2013
   
2013
 
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 121,049     $ 51,385  
Receivables, less allowances of $4,379 and $3,408 at August 31, 2013 and May 31, 2013, respectively
    439,365       394,327  
Inventories:
               
Raw materials
    181,850       175,093  
Work in process
    103,471       103,861  
Finished products
    91,336       77,814  
Total inventories
    376,657       356,768  
Income taxes receivable
    2,378       724  
Assets held for sale
    3,309       3,040  
Deferred income taxes
    23,055       21,928  
Prepaid expenses and other current assets
    44,429       38,711  
Total current assets
    1,010,242       866,883  
                 
Investments in unconsolidated affiliates
    184,449       246,125  
Goodwill
    213,649       213,858  
Other intangible assets, net of accumulated amortization of $26,572 and $26,669 at August 31, 2013 and May 31, 2013, respectively
    163,363       147,144  
Other assets
    17,488       17,417  
Property, plant and equipment, net
    503,869       459,430  
Total assets
  $ 2,093,060     $ 1,950,857  
                 
Liabilities and equity
               
Current liabilities:
               
Accounts payable
  $ 311,204     $ 222,696  
Short-term borrowings
    62,187       113,728  
Accrued compensation, contributions to employee benefit plans and related taxes
    59,552       68,043  
Dividends payable
    11,012       551  
Other accrued items
    38,723       36,536  
Income taxes payable
    20,531       6,268  
Current maturities of long-term debt
    1,099       1,092  
Total current liabilities
    504,308       448,914  
                 
Other liabilities
    65,079       70,882  
Distributions in excess of investment in unconsolidated affiliate
    61,745       63,187  
Long-term debt
    405,948       406,236  
Deferred income taxes
    85,592       89,401  
Total liabilities
    1,122,672       1,078,620  
                 
Shareholders' equity - controlling interest
    857,588       830,822  
Noncontrolling interest
    112,800       41,415  
Total equity
    970,388       872,237  
Total liabilities and equity
  $ 2,093,060     $ 1,950,857  

 
 
 

 
 
 
WORTHINGTON INDUSTRIES, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(In thousands)
 
   
   
Three Months Ended
 
   
August 31,
 
   
2013
   
2012
 
Operating activities
               
Net earnings
 
$
56,353
   
$
34,865
 
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
    Depreciation and amortization
   
19,460
     
14,987
 
    Impairment of long-lived assets
   
4,641
     
1,570
 
    Provision for deferred income taxes
   
(8,424
)
   
4,679
 
    Bad debt expense (income)
   
(481
)
   
7
 
    Equity in net income of unconsolidated affiliates, net of distributions
   
(5,915
)
   
(7,358
)
    Net loss (gain) on sale of assets
   
(4,662
)
   
2,310
 
    Stock-based compensation
   
3,780
     
3,193
 
    Excess tax benefits - stock-based compensation
   
(4,298
)
   
-
 
    Gain on previously held equity interest in TWB
   
(11,000
)
   
-
 
Changes in assets and liabilities, net of impact of acquisitions:
               
    Receivables
   
7,655
     
38,116
 
    Inventories
   
515
     
17,019
 
    Prepaid expenses and other current assets
   
(2,365
)
   
(145
)
    Other assets
   
436
     
2,847
 
    Accounts payable and accrued expenses
   
40,622
     
(39,573
)
    Other liabilities
   
(1,853
)
   
(1,519
)
Net cash provided by operating activities
   
94,464
     
70,998
 
                 
Investing activities
               
    Investment in property, plant and equipment, net
   
(13,354
)
   
(16,705
)
    Acquisitions, net of cash acquired
   
52,957
     
-
 
    Distributions from unconsolidated affiliates
   
5,555
     
-
 
    Proceeds from sale of assets
   
7,647
     
6,585
 
Net cash provided (used) by investing activities
   
52,805
     
(10,120
)
                 
Financing activities
               
    Net payments of short-term borrowings
   
(51,541
)
   
(223,688
)
    Proceeds from long-term debt
   
-
     
150,000
 
    Principal payments on long-term debt
   
(284
)
   
(442
)
    Proceeds from issuance of common shares
   
2,201
     
10,855
 
    Excess tax benefits - stock-based compensation
   
4,298
     
-
 
    Payments to noncontrolling interest
   
(1,763
)
   
-
 
    Repurchase of common shares
   
(30,516
)
   
-
 
    Dividends paid
   
-
     
(8,150
)
Net cash used by financing activities
   
(77,605
)
   
(71,425
)
                 
Increase (decrease) in cash and cash equivalents
   
69,664
     
(10,547
)
Cash and cash equivalents at beginning of period
   
51,385
     
41,028
 
Cash and cash equivalents at end of period
 
$
121,049
   
$
30,481
 
 
 
 
 

 
 
 
WORTHINGTON INDUSTRIES, INC.
 
SUPPLEMENTAL DATA
 
(In thousands)
 
             
This supplemental information is provided to assist in the analysis of the results of operations.
 
   
Three Months Ended
 
   
August 31,
 
   
2013
   
2012
 
Volume:
               
    Steel Processing (tons)
   
720
     
695
 
    Pressure Cylinders (units)
   
20,847
     
21,469
 
                 
                 
Net sales:
               
    Steel Processing
 
$
402,441
   
$
385,013
 
    Pressure Cylinders
   
216,900
     
194,236
 
    Engineered Cabs
   
48,461
     
64,495
 
    Other
   
24,489
     
22,291
 
      Total net sales
 
$
692,291
   
$
666,035
 
                 
Material cost:
               
    Steel Processing
 
$
287,712
   
$
282,072
 
    Pressure Cylinders
   
101,580
     
92,084
 
    Engineered Cabs
   
22,107
     
32,111
 
                 
Selling, general and administrative expense:
               
    Steel Processing
 
$
28,819
   
$
26,474
 
    Pressure Cylinders
   
30,637
     
22,158
 
    Engineered Cabs
   
6,892
     
6,975
 
    Other
   
5,192
     
3,815
 
        Total selling, general and administrative expense
 
$
71,540
   
$
59,422
 
                 
    Operating income (loss):
               
    Steel Processing
 
$
22,663
   
$
16,659
 
    Pressure Cylinders
   
19,454
     
15,026
 
    Engineered Cabs
   
(304
)
   
4,694
 
    Other
   
(3,175
)
   
(2,961
)
        Total operating income
 
$
38,638
   
$
33,418
 
                 
                 
The following provides detail of impairment of long-lived assets, restructuring and other expense (income), and joint venture transactions included in operating income by segment presented above.
 

 
 
 

 
 
 
Three Months Ended
         
   
August 31,
 
   
2013
   
2012
 
Impairment of long-lived assets and restructuring and other expense (income):
               
    Steel Processing
 
$
(121
)
 
$
-
 
    Pressure Cylinders
   
402
     
1,576
 
    Engineered Cabs
   
-
     
-
 
    Other
   
363
     
397
 
        Total impairment of long-lived assets and restructuring and other expense (income)
 
$
644
   
$
1,973
 
                 
 
   
Three Months Ended
 
   
August 31,
 
   
2013
   
2012
 
Joint venture transactions:
               
    Steel Processing
 
$
-
   
$
-
 
    Pressure Cylinders
   
-
     
-
 
    Engineered Cabs
   
-
     
-
 
    Other
   
142
     
(1,162
)
        Total joint venture transactions
 
$
142
   
$
(1,162
)
 
CONTACTS:
Cathy M. Lyttle
VP, Corporate Communications and Investor Relations
Phone: (614) 438-3077
E-mail: Cathy.Lyttle@WorthingtonIndustries.com
 
Sonya L. Higginbotham
Director, Corporate Communications
Phone: (614) 438-7391
E-mail: Sonya.Higginbotham@WorthingtonIndustries.com