Attached files

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


Exhibit 99.1
 
 
 
Worthington Reports Third Quarter Fiscal 2014 Results

COLUMBUS, Ohio, March 27, 2014 – Worthington Industries, Inc. (NYSE: WOR) today reported net sales of $773.2 million and net earnings of $40.6 million, or $0.57 per diluted share, for its fiscal 2014 third quarter ended February 28, 2014.  In the third quarter of the prior year, the Company reported net sales of $619.5 million and net earnings of $37.1 million, or $0.52 per diluted share.
 
Financial highlights for the current and comparative periods are as follows:

(U.S. dollars in millions, except per share data)
      3Q 2014       3Q 2013       3Q 2013       9M2014       9M2013  
                                         
Net sales
  $ 773.2     $ 769.9     $ 619.5     $ 2,235.4     $ 1,908.2  
Operating income
    45.3       19.5       33.4       103.4       95.6  
Equity income
    21.2       21.1       25.7       69.2       73.6  
Net earnings
    40.6       23.0       37.1       118.1       102.9  
Earnings per share
  $ 0.57     $ 0.32     $ 0.52     $ 1.64     $ 1.46  
 
“We had a strong quarter, the best third quarter earnings per share in our history, with solid earnings growth despite enduring extreme weather conditions which hampered some of our business activity,” said John McConnell, Chairman and CEO.  “Steel Processing had a very good quarter with strong volume from the automotive and construction markets.  Pressure Cylinders had strong contributions from our branded consumer products, oilfield products, and the heating tank business."

Consolidated Quarterly Results

Net sales for the third quarter ended February 28, 2014 were $773.2 million, up 25% from the comparable quarter in the prior year, when net sales were $619.5 million. The increase resulted from higher overall volumes, which were aided by the impact of acquisitions.

Gross margin for the current quarter was $122.5 million, compared to $97.0 million in the prior year quarter. The $25.5 million increase was primarily the result of an increase in volumes and to a lesser extent an improved spread between average selling prices and material costs.

-more-
 

Worthington Industries
March 27, 2014
Page 2
 
Operating income for the current quarter was $45.3 million, compared to $33.4 million in the prior year quarter, due to the improvement in gross margin which was partially offset by a $12.5 million increase in SG&A expenses primarily from the impact of acquisitions and higher profit sharing and bonus expense.  Operating income in the current quarter also included restructuring charges of $1.5 million mainly due to a $1.4 million severance accrual for the recently announced closure of the  Baltimore, Md. steel facility.

Interest expense of $6.2 million in the quarter was essentially flat versus the prior year quarter.

Equity in net income from unconsolidated joint ventures decreased $4.5 million from the prior year quarter to $21.2 million on sales of $340.6 million. The decrease was primarily from the consolidation of TWB and lower income at ClarkDietrich and WAVE.  Since July 31, 2013, TWB’s results have been consolidated rather than reported as equity income.  Equity income from ClarkDietrich and WAVE was lower by $2.1 million and $1.6 million, respectively, on lower volumes related to severe weather conditions.  However, all joint ventures posted positive results, led by WAVE, Serviacero and ClarkDietrich, which contributed $15.5 million, $3.1 million, and $1.0 million of equity income, respectively.

Income tax expense increased slightly from $16.2 million in the prior year quarter to $16.6 million in the current quarter, as the impact of higher net earnings was substantially offset by certain favorable discrete tax adjustments.  The current quarter income tax expense reflects an estimated annual effective tax rate of 27.3% compared to 31.8% for the prior year quarter.

Balance Sheet

At quarter end, total debt was $441.8 million, down $8.4 million from November 30, 2013 due to lower short-term borrowings. As of February 28, 2014, the Company had utilized $20.0 million of its $100.0 million trade accounts receivable securitization facility, and $9.7 million was drawn on the Company’s $425.0 million revolving credit facility.
 
-more-
 

Worthington Industries
March 27, 2014
Page 3
 
Quarterly Segment Results

Steel Processing’s net sales of $478.0 million were up 35%, or $124.1 million, from the prior year quarter, on higher volumes resulting primarily from the consolidation of TWB and increased sales in the automotive, construction and agriculture markets.  Operating income increased by $10.6 million to $28.3 million due primarily to higher overall volumes.  The overall improvement in operating income was partially offset by $1.4 million of severance costs accrued in connection with the previously announced closure of the Baltimore steel facility.

Pressure Cylinders’ net sales of $233.3 million were up 14%, or $28.1 million, from the comparable prior year quarter driven by the recently acquired oilfield equipment and strong retail product volumes.  Operating income was $21.3 million, up $3.4 million from the prior year quarter, due to the increase in volumes combined with an improvement in operating margins.

Engineered Cabs’ net sales of $51.5 million were up 6%, or $2.9 million, from the comparable prior year quarter driven by higher volumes.  Operating loss of $1.1 million represents a $1.2 million decrease from the operating income in the prior year quarter, as the increase in net sales was more than offset by higher manufacturing and SG&A expenses.

The “Other” category includes the Construction Services and Energy Innovations operating segments, as well as non-allocated corporate expenses.  Operations in the “Other” category reported net sales of $10.5 million, a decrease of $1.3 million from the prior year quarter, mostly due to the Construction Services business.  The “Other” category reported a loss of $3.2 million driven by losses within Construction Services.  The Military and Mid-Rise businesses within construction services are no longer core to the Company’s strategy and are in the process of being exited.

Recent Business Developments
 
·  
On January 24, 2014, the Company acquired a 75% interest in Aritas Basincli Kaplar Sanayi A.S., one of Europe’s leading LNG (liquefied natural gas) and cryogenic technology companies. The remaining 25% stake was retained by the previous owners.
 
-more-
 

Worthington Industries
March 27, 2014
Page 4
 
During the quarter, the Company purchased a total of 1,000,000 common shares for $40.8 million at an average price of $40.76.
   
On March 26, 2014, the board of directors declared a quarterly dividend of $0.15 per share payable on June 27, 2014 to shareholders of record on June 13, 2014.
 
Outlook

“We anticipate the fourth quarter, historically our strongest, to yield solid performance to finish out our fiscal year,” McConnell said.  “We will continue to pursue our strategy of growth with our existing businesses as well as through acquisition opportunities in growing markets.”
 
Conference Call

Worthington will review third quarter results during its quarterly conference call on March 27, 2014, at 1:30 p.m., Eastern Daylight 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.

 
-more-

Worthington Industries
March 27, 2014
Page 5
 
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 outlook, strategy or 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 or 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 effect of legislation or regulations relating to 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 and governmental agency rulings as well as the impact of 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.
 
###
 
-more-
 

 
 
WORTHINGTON INDUSTRIES, INC.
 
CONSOLIDATED STATEMENTS OF EARNINGS
 
(In thousands, except per share amounts)
 
   
                         
   
Three Months Ended
   
Nine Months Ended
 
   
February 28,
   
February 28,
 
   
2014
   
2013
   
2014
   
2013
 
Net sales
  $ 773,230     $ 619,527     $ 2,235,421     $ 1,908,184  
Cost of goods sold
    650,743       522,501       1,873,738       1,622,651  
Gross margin
    122,487       97,026       361,683       285,533  
Selling, general and administrative expense
    75,680       63,221       225,615       187,744  
Impairment of long-lived assets
    -       -       35,375       1,520  
Restructuring and other expense (income)
    1,398       146       (3,781 )     1,811  
Joint venture transactions
    120       253       1,048       (1,188 )
Operating income
    45,289       33,406       103,426       95,646  
Other income (expense):
                               
Miscellaneous income
    488       596       13,897       1,064  
Interest expense
    (6,196 )     (6,158 )     (18,694 )     (17,751 )
Equity in net income of unconsolidated affiliates
    21,186       25,716       69,223       73,580  
Earnings before income taxes
    60,767       53,560       167,852       152,539  
Income tax expense
    16,556       16,229       38,948       47,721  
Net earnings
    44,211       37,331       128,904       104,818  
Net earnings attributable to noncontrolling interest
    3,608       200       10,767       1,899  
Net earnings attributable to controlling interest
  $ 40,603     $ 37,131     $ 118,137     $ 102,919  
                                 
Basic
                               
Average common shares outstanding
    68,895       69,791       69,268       68,998  
Earnings per share attributable to controlling interest
  $ 0.59     $ 0.53     $ 1.71     $ 1.49  
                                 
Diluted
                               
Average common shares outstanding
    71,528       71,914       71,910       70,501  
Earnings per share attributable to controlling interest
  $ 0.57     $ 0.52     $ 1.64     $ 1.46  
                                 
                                 
Common shares outstanding at end of period
    68,302       70,168       68,302       70,168  
                                 
Cash dividends declared per share
  $ 0.15     $ 0.26     $ 0.45     $ 0.52  

 
 

 
 
WORTHINGTON INDUSTRIES, INC.
 
CONSOLIDATED BALANCE SHEETS
 
(In thousands)
 
   
             
   
February 28,
   
May 31,
 
   
2014
   
2013
 
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 52,886     $ 51,385  
Receivables, less allowances of $2,807 and $3,408 at February 28, 2014
               
     and May 31, 2013, respectively
    467,927       394,327  
Inventories:
               
Raw materials
    214,510       175,093  
Work in process
    123,011       103,861  
Finished products
    103,823       77,814  
Total inventories
    441,344       356,768  
Income taxes receivable
    9,346       724  
Assets held for sale
    2,435       3,040  
Deferred income taxes
    23,984       21,928  
Prepaid expenses and other current assets
    45,678       38,711  
Total current assets
    1,043,600       866,883  
                 
Investments in unconsolidated affiliates
    175,454       246,125  
Goodwill
    237,553       213,858  
Other intangible assets, net of accumulated amortization of $32,667 and
               
     $26,669 at February 28, 2014 and May 31, 2013, respectively
    141,446       147,144  
Other assets
    16,876       17,417  
Property, plant & equipment:
               
Property, plant & equipment at cost
    1,133,536       1,052,636  
Less: accumulated depreciation
    622,558       593,206  
Property, plant and equipment, net
    510,978       459,430  
Total assets
  $ 2,125,907     $ 1,950,857  
                 
Liabilities and equity
               
Current liabilities:
               
Accounts payable
  $ 379,230     $ 222,696  
Short-term borrowings
    35,356       113,728  
Accrued compensation, contributions to employee benefit plans
               
and related taxes
    78,944       68,043  
Dividends payable
    11,022       551  
Other accrued items
    38,552       36,536  
Income taxes payable
    4,879       6,268  
Current maturities of long-term debt
    101,114       1,092  
Total current liabilities
    649,097       448,914  
                 
Other liabilities
    73,467       70,882  
Distributions in excess of investment in unconsolidated affiliate
    62,387       63,187  
Long-term debt
    305,370       406,236  
Deferred income taxes
    77,673       89,401  
Total liabilities
    1,167,994       1,078,620  
                 
Shareholders' equity - controlling interest
    861,020       830,822  
Noncontrolling interest
    96,893       41,415  
Total equity
    957,913       872,237  
Total liabilities and equity
  $ 2,125,907     $ 1,950,857  

 
 

 
 
WORTHINGTON INDUSTRIES, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(In thousands)
 
   
               
   
Three Months Ended
   
Nine Months Ended
 
   
February 28,
   
February 28,
 
   
2014
   
2013
   
2014
   
2013
 
Operating activities
                       
Net earnings
  $ 44,211     $ 37,331     $ 128,904     $ 104,818  
Adjustments to reconcile net earnings to net cash provided by operating activities:
                               
Depreciation and amortization
    20,208       17,048       59,763       48,136  
Impairment of long-lived assets
    -       -       35,375       1,520  
Provision for deferred income taxes
    1,278       6,491       (20,256 )     9,850  
Bad debt expense (income)
    (134 )     76       (430 )     575  
Equity in net income of unconsolidated affiliates, net of distributions
    1,048       (4,841 )     (8,373 )     (19,256 )
Net gain (loss) on sale of assets
    990       (153 )     (10,860 )     (222 )
Stock-based compensation
    4,705       3,653       13,207       10,586  
Excess tax benefits - stock-based compensation
    (1,462 )     (3,455 )     (7,294 )     (3,455 )
Gain on previously held equity interest in TWB
    -       -       (11,000 )     -  
Changes in assets and liabilities, net of impact of acquisitions:
                               
Receivables
    (30,228 )     (41,672 )     (14,999 )     27,078  
Inventories
    (38,260 )     (15,158 )     (59,583 )     42,743  
Prepaid expenses and other current assets
    2,429       32       4,136       1,634  
Other assets
    (762 )     198       (187 )     3,135  
Accounts payable and accrued expenses
    91,485       35,320       108,185       (34,871 )
Other liabilities
    1,316       1,434       4,019       3,412  
Net cash provided by operating activities
    96,824       36,304       220,607       195,683  
                                 
Investing activities
                               
Investment in property, plant and equipment
    (21,743 )     (9,786 )     (52,157 )     (34,402 )
Acquisitions, net of cash acquired
    (35,599 )     -       17,634       (62,110 )
Distributions from unconsolidated affiliates
    -       -       9,223       -  
Proceeds from sale of assets
    580       552       24,313       16,227  
Net cash used by investing activities
    (56,762 )     (9,234 )     (987 )     (80,285 )
                                 
Financing activities
                               
Net payments of short-term borrowings
    (8,347 )     (13,390 )     (78,624 )     (251,586 )
Proceeds from long-term debt
    -       -       -       150,000  
Principal payments on long-term debt
    (286 )     (365 )     (855 )     (1,170 )
Proceeds from (payments for) issuance of common shares
    (1,241 )     17,332       5,246       32,960  
Excess tax benefits - stock-based compensation
    1,462       3,455       7,294       3,455  
Payments to noncontrolling interest
    (36,512 )     (2,592 )     (39,150 )     (8,582 )
Repurchase of common shares
    (40,762 )     -       (91,078 )     -  
Dividends paid
    (10,545 )     (27,040 )     (20,952 )     (44,144 )
Net cash used by financing activities
    (96,231 )     (22,600 )     (218,119 )     (119,067 )
                                 
Increase (decrease) in cash and cash equivalents
    (56,169 )     4,470       1,501       (3,669 )
Cash and cash equivalents at beginning of period
    109,055       32,889       51,385       41,028  
Cash and cash equivalents at end of period
  $ 52,886     $ 37,359     $ 52,886     $ 37,359  

 
 

 
 
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
   
Nine Months Ended
 
   
February 28,
   
February 28,
 
   
2014
   
2013
   
2014
   
2013
 
Volume:
                       
Steel Processing (tons)
    796       636       2,333       1,956  
Pressure Cylinders (units)
    23,115       17,861       61,656       58,826  
                                 
                                 
Net sales:
                               
Steel Processing
  $ 477,983     $ 353,879     $ 1,372,558     $ 1,082,998  
Pressure Cylinders
    233,290       205,206       664,212       606,936  
Engineered Cabs
    51,485       48,628       147,814       170,927  
Other
    10,472       11,814       50,837       47,323  
Total net sales
  $ 773,230     $ 619,527     $ 2,235,421     $ 1,908,184  
                                 
Material cost:
                               
Steel Processing
  $ 342,254     $ 251,688     $ 979,826     $ 776,891  
Pressure Cylinders
    105,600       95,604       302,414       285,247  
Engineered Cabs
    22,586       23,806       66,215       85,857  
                                 
Selling, general and administrative expense:
                               
Steel Processing
  $ 32,457     $ 26,605     $ 95,914     $ 80,610  
Pressure Cylinders
    32,717       27,383       95,984       75,581  
Engineered Cabs
    7,628       6,036       22,625       20,570  
Other
    2,878       3,197       11,092       10,983  
Total selling, general and administrative expense
  $ 75,680     $ 63,221     $ 225,615     $ 187,744  
                                 
Operating income (loss):
                               
Steel Processing
  $ 28,264     $ 17,701     $ 85,713     $ 48,166  
Pressure Cylinders
    21,278       17,860       49,007       49,965  
Engineered Cabs
    (1,088 )     108       (22,284 )     5,367  
Other
    (3,165 )     (2,263 )     (9,010 )     (7,852 )
Total operating income
  $ 45,289     $ 33,406     $ 103,426     $ 95,646  

The following provides detail of impairment of long-lived assets, restructuring and other expense, and joint venture transactions included in operating income by segment presented above.
 

   
Three Months Ended
   
Nine Months Ended
 
   
February 28,
   
February 28,
 
   
2014
   
2013
   
2014
   
2013
 
Impairment of long-lived assets and restructuring and other expense (income):
                       
                       
Steel Processing
  $ 1,380     $ -     $ 1,259     $ -  
Pressure Cylinders
    412       177       10,599       1,703  
Engineered Cabs
    -       -       19,100       -  
Other
    (394 )     (31 )     636       1,628  
Total impairment of long-lived assets and
                               
restructuring and other expense
  $ 1,398     $ 146     $ 31,594     $ 3,331  
                                 
   
Three Months Ended
   
Nine Months Ended
 
   
February 28,
   
February 28,
 
      2014       2013       2014       2013  
Joint venture transactions:
                               
Steel Processing
  $ -     $ -     $ -     $ -  
Pressure Cylinders
    -       -       -       -  
Engineered Cabs
    -       -       -       -  
Other
    120       253       1,048       (1,188 )
Total joint venture transactions
  $ 120     $ 253     $ 1,048     $ (1,188 )