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



 
 
 
Worthington Reports First Quarter Fiscal 2015 Results
 
 
COLUMBUS, OH--(Marketwired - Sep 24, 2014) - Worthington Industries, Inc. (NYSE: WOR) today reported net sales of $862.4 million and net earnings of $44.2 million, or $0.63 per diluted share, for its fiscal 2015 first quarter ended August 31, 2014. In last year's first quarter, the Company reported net sales of $692.3 million and net earnings of $54.6 million, or $0.76 per diluted share. Net earnings in the current quarter include pre-tax impairment and restructuring charges totaling $2.1 million, which reduced earnings per diluted share by $0.02. Net earnings in the first quarter of the prior year included 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 laser welded blanks joint venture, TWB, in July of 2013. The impact of these two items netted with restructuring and impairment charges increased earnings by $0.18 per diluted share in the prior year quarter.
 
 
Financial highlights for the current and comparative periods are as follows:
 
   
(U.S. dollars in millions, except per share data)
 
   
      1Q 2015       4Q 2014       1Q 2014  
Net sales
  $ 862.4     $ 891.0     $ 692.3  
Operating income
    52.2       32.3       38.6  
Equity income
    27.9       22.2       27.0  
Net earnings
    44.2       33.2       54.6  
Earnings per share
  $ 0.63     $ 0.47     $ 0.76  
                         
 
"Our company reported very good results for our first quarter as we work to deliver consistent earnings growth," John McConnell, Chairman and CEO, said. "Our Steel Processing business led the way with strong volumes from the automotive market. Pressure Cylinders' recent acquisitions in the oil and gas equipment market are helping drive their results along with increased volumes in the non-refillable refrigerant and heating systems products. While the Engineered Cabs business continues to operate in a weak market, we are seeing some improvement in their operations." McConnell added, "Our joint ventures performed well with Serviacero and WAVE as solid contributors."
 
 
 

Worthington Industries
September 24, 2014
Page 2
 
Consolidated Quarterly Results
 
 
Net sales for the first quarter were $862.4 million, up 25% from the comparable quarter in the prior year, when net sales were $692.3 million. The increase was driven largely by the consolidation of TWB and increased volume in Steel Processing, and the acquisitions in Pressure Cylinders.
 
 
Gross margin for the current quarter was $129.5 million, an increase of $18.5 million over the prior year quarter. Gross margin in the current quarter benefited from a higher spread between average selling prices and material cost due in part to a more favorable product mix in Pressure Cylinders and higher inventory holding gains in Steel Processing.
 
 
Operating income for the current quarter was $52.2 million, an increase of $13.6 million from the prior year quarter, as the improvement in gross margin was partially offset by a $3.7 million increase in SG&A expense due to the impact of acquisitions. Operating income in the current period included a pre-tax impairment charge of $2.0 million related to the Company's stainless steel business, Precision Specialty Metals.
 
 
Interest expense was $9.5 million for the current quarter, compared to $6.2 million in the comparable period in the prior year. The increase was due to the impact of higher average debt levels and higher average interest rates resulting from an increase in the usage of long-term debt versus short-term debt.
 
 
Equity in net income from unconsolidated joint ventures increased $1.0 million over the prior year quarter to $27.9 million on net sales of $392.6 million. The overall increase was driven by Serviacero and WAVE, where Worthington's portion of equity income increased by $1.9 million and $1.3 million, respectively. However, income from ClarkDietrich decreased $0.9 million on lower volumes. Additionally, the consolidation of TWB lowered equity income by $1.8 million in the current quarter.
 
 
 

Worthington Industries
September 24, 2014
Page 3
 
Income tax expense was $22.1 million in the current quarter compared to $13.9 million in the comparable quarter in the prior year. The increase was due primarily to the favorable tax impact associated with the consolidation of TWB in the prior year quarter. The current quarter tax expense reflected an effective rate of 32.8% compared to 28.9% for the prior year quarter.
 
 
Balance Sheet
 
 
Total debt of $666.6 million at quarter end was essentially flat from May 31, 2014. The Company had $146.9 million of cash at quarter end, a portion of which will be used to repay $100.0 million of current notes due in December 2014.
 
 
Quarterly Segment Results
 
 
Steel Processing's net sales of $552.3 million were up 37%, or $149.9 million, from the prior year quarter primarily due to the consolidation of TWB and increased sales in the automotive market. Operating income increased by $13.2 million to $35.9 million due primarily to the increase in volume, the consolidation of TWB, and higher inventory holding gains.
 
 
Pressure Cylinders' net sales of $249.0 million were up 15%, or $32.1 million, from the comparable prior year quarter driven by recent acquisitions and higher average selling prices. Operating income increased slightly over the prior year quarter to $19.6 million, as the combined favorable impact of our improved product mix, higher selling prices and recent acquisitions were offset by an increase in manufacturing and SG&A expense.
 
 
Engineered Cabs' net sales increased $1.1 million in the current quarter to $49.6 million on higher volumes. Operating loss in the current quarter increased $1.8 million to $2.1 million as the overall increase in net sales was more than offset by higher manufacturing expense, related to the ramp up of new production and process improvement initiatives.
 
 
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 $11.6 million, a decrease of $12.9 million from the prior year quarter, mostly due to reductions in the Construction Services business. The "Other" category reported an operating loss of $1.1 million driven by losses within Construction Services.
 
 
 

Worthington Industries
September 24, 2014
Page 4
 
Recent Business Developments
 
 
·
On August 1, 2014, the Company acquired Midstream Equipment Fabrication, LLC (MEF) for cash consideration of $35.2 million and the assumption of certain liabilities.  MEF manufactures patented horizontal heated and high pressure separators used to separate oilfield fluids and gas for customers drilling in the Eagle Ford Shale and is well-situated to serve customers in the Permian Basin.
 
 
 
·
On July 31, 2014, the Company acquired James Russell Engineering Works, Inc. (JRE) for cash consideration of $1.6 million.  JRE manufactures aluminum and stainless steel cryogenic transport trailers used for hauling liquid oxygen, nitrogen, argon, hydrogen and liquefied natural gas (LNG) for top producers and distributors of industrial gases and LNG.
 
 
 
·
During the quarter, the Company repurchased a total of 490,800 common shares for $20.1 million at an average price of $40.90.
 
 
 
·
On September 24, 2014, the board of directors declared a quarterly dividend of $0.18 per share payable on December 29, 2014 to shareholders of record on December 15, 2014.
  
Outlook
 
 
"We anticipate continued steady volumes from the automotive markets, as light vehicle sales have increased, due to some strengthening in parts of the economy and improving consumer confidence," McConnell said. "In Pressure Cylinders, we are well positioned to deliver natural gas storage and production equipment at the well site, through transportation and distribution solutions in LNG, and with products that convert natural gas to fuel. We believe that there are excellent growth opportunities across many of the energy-related markets, which we will continue to pursue organically and through acquisitions."
 
 
Conference Call
 
 
Worthington will review first quarter results during its quarterly conference call on September 25, 2014, 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.
 
 
 

Worthington Industries
September 24, 2014
Page 5
 
About Worthington Industries
 
 
Worthington Industries is a leading global diversified metals manufacturing company with 2014 fiscal year sales of $3.1 billion. Headquartered in Columbus, Ohio, Worthington is North America's premier value-added steel processor providing customers with wide ranging capabilities, products and services for a variety of markets including automotive, construction and agriculture; a global leader in manufacturing pressure cylinders for industrial gas and cryogenic applications, CNG and LNG storage, transportation and alternative fuel tanks, oil and gas equipment, and brand consumer products for camping, grilling, hand torch solutions, scuba diving and helium balloon kits; and a manufacturer of operator cabs for heavy mobile industrial equipment; laser welded blanks for light weighting applications; automotive racking solutions; and through joint ventures, complete ceiling grid solutions; automotive tooling and stampings; and steel framing for commercial construction. Worthington employs approximately 10,000 people and operates 80 facilities in 10 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 the basis for an unwavering commitment to the customer, supplier, and shareholder, and as the Company's foundation for one of the strongest employee-employer partnerships in American industry.
 
 
 

Worthington Industries
September 24, 2014
Page 6
 
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; 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 recurrent slowing economy; 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 these 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, 2014.
 
 
 

 
 
   
   
WORTHINGTON INDUSTRIES, INC.
 
CONSOLIDATED STATEMENTS OF EARNINGS
 
(In thousands, except per share amounts)
 
   
   
Three Months Ended
 
   
August 31,
 
   
2014
   
2013
 
Net sales
 
$
862,414
   
$
692,291
 
Cost of goods sold
   
732,907
     
581,327
 
 
Gross margin
   
129,507
     
110,964
 
Selling, general and administrative expense
   
75,255
     
71,540
 
Impairment of long-lived assets
   
1,950
     
4,641
 
Restructuring and other income
   
(7
)
   
(3,997
)
Joint venture transactions
   
107
     
142
 
 
Operating income
   
52,202
     
38,638
 
Other income (expense):
               
 
Miscellaneous income
   
323
     
10,937
 
 
Interest expense
   
(9,516
)
   
(6,240
)
 
Equity in net income of unconsolidated affiliates
   
27,924
     
26,951
 
 
Earnings before income taxes
   
70,933
     
70,286
 
Income tax expense
   
22,113
     
13,933
 
Net earnings
   
48,820
     
56,353
 
Net earnings attributable to noncontrolling interest
   
4,652
     
1,796
 
Net earnings attributable to controlling interest
 
$
44,168
   
$
54,557
 
                 
Basic
               
Average common shares outstanding
   
67,567
     
69,601
 
Earnings per share attributable to controlling interest
 
$
0.65
   
$
0.78
 
                 
Diluted
               
Average common shares outstanding
   
69,738
     
72,083
 
Earnings per share attributable to controlling interest
 
$
0.63
   
$
0.76
 
                 
                 
Common shares outstanding at end of period
   
67,424
     
69,373
 
                 
Cash dividends declared per share
 
$
0.18
   
$
0.15
 
 
 
 

 
 
WORTHINGTON INDUSTRIES, INC.
 
CONSOLIDATED BALANCE SHEETS
 
(In thousands)
 
   
   
August 31,
   
May 31,
 
   
2014
   
2014
 
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 146,921     $ 190,079  
Receivables, less allowances of $3,024 and $3,043 at August 31, 2014 and May 31, 2014, respectively
    486,005       493,127  
Inventories:
               
Raw materials
    237,427       213,173  
Work in process
    138,616       105,872  
Finished products
    91,519       90,957  
Total inventories
    467,562       410,002  
Income taxes receivable
    3,354       5,438  
Assets held for sale
    31,749       32,235  
Deferred income taxes
    23,321       24,272  
Prepaid expenses and other current assets
    45,632       43,769  
Total current assets
    1,204,544       1,198,922  
                 
Investments in unconsolidated affiliates
    196,373       179,113  
Goodwill
    269,357       251,093  
Other intangible assets, net of accumulated amortization of $40,182 and $35,506 at August 31, 2014 and May 31, 2014, respectively
    153,018       145,993  
Other assets
    27,264       22,399  
Property, plant & equipment:
               
Land
    15,263       15,260  
Buildings and improvements
    217,388       213,848  
Machinery and equipment
    861,580       848,889  
Construction in progress
    32,947       32,135  
Total property, plant & equipment
    1,127,178       1,110,132  
Less: accumulated depreciation
    623,038       611,271  
Property, plant and equipment, net
    504,140       498,861  
Total assets
  $ 2,354,696     $ 2,296,381  
                 
Liabilities and equity
               
Current liabilities:
               
Accounts payable
  $ 369,273     $ 333,744  
Short-term borrowings
    10,965       10,362  
Accrued compensation, contributions to employee benefit plans and related taxes
    66,973       78,514  
Dividends payable
    12,954       11,044  
Other accrued items
    60,569       49,873  
Income taxes payable
    17,836       4,953  
Current maturities of long-term debt
    101,182       101,173  
Total current liabilities
    639,752       589,663  
                 
Other liabilities
    74,178       76,426  
Distributions in excess of investment in unconsolidated affiliate
    57,772       59,287  
Long-term debt
    554,494       554,790  
Deferred income taxes
    69,766       71,333  
Total liabilities
    1,395,962       1,351,499  
                 
Shareholders' equity - controlling interest
    865,869       850,812  
Noncontrolling interest
    92,865       94,070  
Total equity
    958,734       944,882  
Total liabilities and equity
  $ 2,354,696     $ 2,296,381  
                 
                 
                 

 
 
 

 
WORTHINGTON INDUSTRIES, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(In thousands)
 
   
   
Three Months Ended
 
   
August 31,
 
   
2014
   
2013
 
Operating activities
               
Net earnings
 
$
48,820
   
$
56,353
 
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
 
Depreciation and amortization
   
20,367
     
19,460
 
 
Impairment of long-lived assets
   
1,950
     
4,641
 
 
Provision for deferred income taxes
   
(535
)
   
(8,424
)
 
Bad debt income
   
(203
)
   
(481
)
 
Equity in net income of unconsolidated affiliates, net of distributions
   
(6,990
)
   
(5,915
)
 
Net gain on sale of assets
   
(2,830
)
   
(4,662
)
 
Stock-based compensation
   
4,355
     
3,780
 
 
Excess tax benefits - stock-based compensation
   
(5,132
)
   
(4,298
)
 
Gain on previously held equity interest in TWB
   
-
     
(11,000
)
Changes in assets and liabilities, net of impact of acquisitions:
               
 
Receivables
   
12,752
     
7,655
 
 
Inventories
   
(51,217
)
   
515
 
 
Prepaid expenses and other current assets
   
(2,872
)
   
(2,365
)
 
Other assets
   
121
     
436
 
 
Accounts payable and accrued expenses
   
41,890
     
40,622
 
 
Other liabilities
   
(5,991
)
   
(1,853
)
Net cash provided by operating activities
   
54,485
     
94,464
 
                 
Investing activities
               
 
Investment in property, plant and equipment
   
(23,873
)
   
(13,354
)
 
Investment in notes receivable
   
(5,000
)
   
-
 
 
Acquisitions, net of cash acquired
   
(36,550
)
   
52,957
 
 
Distributions from (investments in) unconsolidated affiliates
   
(3,800
)
   
5,555
 
 
Proceeds from sale of assets and insurance
   
265
     
7,647
 
Net cash provided (used) by investing activities
   
(68,958
)
   
52,805
 
                 
Financing activities
               
 
Net proceeds from (repayments of) short-term borrowings
   
555
     
(51,541
)
 
Principal payments on long-term debt
   
(302
)
   
(284
)
 
Proceeds from (payments for) issuance of common shares
   
(1,020
)
   
2,201
 
 
Excess tax benefits - stock-based compensation
   
5,132
     
4,298
 
 
Payments to noncontrolling interest
   
(2,867
)
   
(1,763
)
 
Repurchase of common shares
   
(20,071
)
   
(30,516
)
 
Dividends paid
   
(10,112
)
   
-
 
Net cash used by financing activities
   
(28,685
)
   
(77,605
)
                 
Increase (decrease) in cash and cash equivalents
   
(43,158
)
   
69,664
 
Cash and cash equivalents at beginning of period
   
190,079
     
51,385
 
Cash and cash equivalents at end of period
 
$
146,921
   
$
121,049
 
                 
                 
 
 
 

 
 
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,
 
   
2014
   
2013
 
Volume:
               
 
Steel Processing (tons)
   
905
     
720
 
 
Pressure Cylinders (units)
   
20,754
     
20,847
 
                 
Net sales:
               
 
Steel Processing
 
$
552,331
   
$
402,441
 
 
Pressure Cylinders
   
248,959
     
216,900
 
 
Engineered Cabs
   
49,554
     
48,461
 
 
Other
   
11,570
     
24,489
 
   
Total net sales
 
$
862,414
   
$
692,291
 
                 
Material cost:
               
 
Steel Processing
 
$
394,892
   
$
287,712
 
 
Pressure Cylinders
   
118,437
     
101,580
 
 
Engineered Cabs
   
22,022
     
22,107
 
                 
Selling, general and administrative expense:
               
 
Steel Processing
 
$
31,900
   
$
28,819
 
 
Pressure Cylinders
   
35,013
     
30,637
 
 
Engineered Cabs
   
6,824
     
6,892
 
 
Other
   
1,518
     
5,192
 
   
Total selling, general and administrative expense
 
$
75,255
   
$
71,540
 
                 
Operating income (loss):
               
 
Steel Processing
 
$
35,869
   
$
22,663
 
 
Pressure Cylinders
   
19,606
     
19,454
 
 
Engineered Cabs
   
(2,145
)
   
(304
)
 
Other
   
(1,128
)
   
(3,175
)
   
Total operating income
 
$
52,202
   
$
38,638
 
                 
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,
 
   
2014
   
2013
 
Impairment of long-lived assets:
               
Steel Processing
 
$
1,950
   
$
4,641
 
Pressure Cylinders
   
-
     
-
 
Engineered Cabs
   
-
     
-
 
Other
   
-
     
-
 
Total impairment of long-lived assets
 
$
1,950
   
$
4,641
 
                 
Restructuring and other expense (income):
               
Steel Processing
 
$
(30
)
 
$
(4,762
)
Pressure Cylinders
   
23
     
402
 
Engineered Cabs
   
-
     
-
 
Other
   
-
     
363
 
Total restructuring and other income
 
$
(7
)
 
$
(3,997
)
                 
Joint venture transactions:
               
Steel Processing
 
$
-
   
$
-
 
Pressure Cylinders
   
-
     
-
 
Engineered Cabs
   
-
     
-
 
Other
   
107
     
142
 
Total joint venture transactions
 
$
107
   
$
142