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):                             September 23, 2015                              
 
 
 WORTHINGTON INDUSTRIES, INC.
 (Exact name of registrant as specified in its charter)
 
 
 Ohio     1-8399    31-1189815
 (State or other jurisdiction     (Commission     (IRS Employer
 of incorporation)    File Number)    Identification No.)
         
 200 Old Wilson Bridge Road, Columbus, Ohio   43085
 (Address of principal executive offices)   (Zip Code)
 
Registrant’s telephone number, including area code:                          (614) 438-3210                                                                     
 
 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:
 
   o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
   o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
   o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
   o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

 
 

 
 Item 2.02.  Results of Operations and Financial Condition.
   
   and
   
 Item 7.01.  Regulation FD Disclosure.
 
The following information is furnished pursuant to both Item 2.02 and Item 7.01:
 
On September 23, 2015, Worthington Industries, Inc. (the “Registrant”) issued a news release reporting results for the quarterly (three-month) period ended August 31, 2015.  A copy of the news release (the “Release”) is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
 
 Item 9.01  Financial Statements and Exhibits.
   
 (a) – (c)  Not applicable.
   
 (d)  Exhibits: The following exhibit is furnished with this Current Report on Form 8-K:
   
 Exhibit No.  Description
   
 99.1  News Release issued by Worthington Industries, Inc. on September 23, 2015.
 
 
 
 

 
 
 
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: September 23, 2015  
   By: /s/Dale T. Brinkman                                                                     
   Dale T. Brinkman, Vice President-
   Administration, General Counsel & Secretary
 
 
 




 


Exhibit 99.1
 
 
Image
 
 
 
Worthington Reports First Quarter Fiscal 2016 Results

COLUMBUS, Ohio, September 23, 2015 – Worthington Industries, Inc. (NYSE: WOR) today reported net sales of $758.1 million and net earnings of $31.4 million, or $0.48 per diluted share, for its fiscal 2016 first quarter ended August 31, 2015, which included pre-tax impairment and restructuring charges totaling $6.1 million, reducing earnings per diluted share by $0.06.  In last year’s first quarter, the Company reported net sales of $862.4 million and net earnings of $44.2 million, or $0.63 per diluted share.  Net earnings in the first quarter of the prior year included pre-tax impairment and restructuring charges totaling $2.1 million, which reduced earnings per diluted share by $0.02.

Financial highlights for the current and comparative periods are as follows:
 
(U.S. dollars in millions, except per share data)
      
      1Q 2016        4Q 2015       1Q 2015  
Net sales
  $ 758.1     $ 846.0     $ 862.4  
Operating income
    31.0       27.2       52.2  
Equity income
    26.6       18.4       27.9  
Net earnings
    31.4       28.9       44.2  
Earnings per share
  $ 0.48     $ 0.44     $ 0.63  
 
“The Company generated solid earnings and free cash flow in our first quarter despite some challenging end markets,” said John McConnell, Chairman and CEO.  “Declining steel prices continued to hamper our earnings in Steel Processing but our team performed well generating steady volume led by the heavy-duty truck market.  Cylinders saw good results in Industrial and Consumer Products, while Oil and Gas Equipment sales were weak resulting in aggressive cost reductions to maintain profitability. Our joint ventures continued to perform well.”  McConnell added, “The consolidation plan in Engineered Cabs will be completed by the end of this month positioning it for better results.”
 
 
 
 

 
 
 
Consolidated Quarterly Results

Net sales for the first quarter were $758.1 million, down 12% from the comparable quarter in the prior year, when net sales were $862.4 million. The decrease was driven by lower volume in all business segments, combined with lower average selling prices in Steel Processing driven by the decline in steel prices.

Gross margin declined $16.5 million from the prior year quarter to $113.0 million on lower volume and the unfavorable impact of inventory holding losses in Steel Processing in the current quarter due to the decline in steel prices.

Operating income for the current quarter was $31.0 million, a decrease of $21.2 million from the prior year quarter.  In addition to lower gross margin, operating income in the current quarter was negatively impacted by higher impairment and restructuring charges.  Impairment and restructuring charges in the current quarter totaled $6.1 million and were driven primarily by the pending closure of the Engineered Cabs facility in Florence, SC.

Interest expense was $7.9 million for the current quarter, compared to $9.5 million in the comparable period of the prior year.  The decrease was driven by lower average debt levels.

The Company’s portion of equity income from unconsolidated joint ventures decreased $1.3 million from the prior year quarter to $26.6 million on total joint venture sales of $404.5 million. Higher contributions from WAVE and ClarkDietrich were more than offset by lower earnings at Serviacero, which was negatively impacted by lower steel prices, and $1.7 million of product development expenses related to the Alternative Fuels business.

Income tax expense was $14.7 million in the current quarter compared to $22.1 million in the comparable quarter in the prior year.  The decrease was primarily due to lower earnings.  The current quarter tax expense reflected an estimated annual effective rate of 31.8% compared to 32.8% for the prior year quarter.
 
 
 
 

 
 
 
Balance Sheet

At quarter end, total debt was $603.8 million, down $66.9 million from May 31, 2015, due to lower short-term borrowings.  As of August 31, 2015, $18.7 million was drawn on the Company’s $500 million revolving credit facility.  The Company had $18.8 million of cash at quarter end.
 
Quarterly Segment Results

Steel Processing’s net sales of $490.8 million were down 11%, or $61.5 million, from the comparable prior year quarter on lower toll volume and lower average selling prices.  Operating income of $23.6
million was $12.3 million lower than the prior year quarter due primarily to the unfavorable impact of inventory holding losses in current quarter compared to gains in the prior year quarter and lower toll volume.  The Rome Strip Steel facility acquired in January 2015 continues to perform well providing additional volume and operating income.

Pressure Cylinders’ net sales of $224.4 million were down 10%, or $24.6 million, from the comparable prior year quarter driven primarily by lower volume in Oil and Gas Equipment.  Operating income of $16.8 million was $2.8 million lower than the prior year quarter as declines in Oil and Gas Equipment more than offset improvements in Industrial and Consumer Products.

Engineered Cabs’ net sales of $38.6 million were $11.0 million, or 22% below the prior year quarter due to the January 2015 sale of the assets of Advanced Component Technologies, Inc. and lower volume in the construction and agriculture markets.  Operating loss in the current quarter increased $7.2 million to $9.3 million due to higher impairment and restructuring charges and the unfavorable impact of lower volume.  Impairment and restructuring charges of $4.9 million in the current quarter related to the pending closure of the Engineered Cabs facility in Florence, SC.
 
 
 
 

 
 
 
The “Other” category includes the Construction Services and Energy Innovations businesses, as well as non-allocated corporate expenses.  Operations in the “Other” category reported net sales of $4.3 million, a decrease of $7.3 million from the prior year quarter on lower volume in Construction Services, which the Company is exiting.  The operating loss of $0.2 million was driven primarily by the loss within the Construction Services business.

Recent Business Developments
 
 
·
During the quarter, the Company repurchased a total of 1,000,000 common shares for $27.6 million at an average price of $27.58.
 
 
·
On September 23, 2015, the Board of Directors declared a quarterly dividend of $0.19 per share payable on December 29, 2015 to shareholders of record on December 15, 2015.
 
Outlook

“In the face of challenging markets, we are pleased with the Company’s performance and we are optimistic about our momentum going into the next quarter,” McConnell said.  "However, we are mindful of the uncertainty of the macro economic issues and we remain focused on the things we can control.  We re-launched our lean Transformation process across the Company and we have already seen a positive impact from several Kaizen events.  Our innovation teams are helping us launch new consumer products in Cylinders with more in development.”

Conference Call

Worthington will review first quarter results during its quarterly conference call on September 24, 2015, 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.
 
 
 
 

 
 
 
About Worthington Industries

Worthington Industries is a leading global diversified metals manufacturing company with 2015 fiscal year sales of $3.4 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 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 84 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 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.

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;  the ability to correct performance issues at operations;  future or expected growth, forward momentum,  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, 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; expected benefits from transformation plans, cost reduction efforts and other new initiatives; expectations for increasing volatility or 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. 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, oil and gas, 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, 2015.
 
 
 
 

 
 
 
WORTHINGTON INDUSTRIES, INC.
 
CONSOLIDATED STATEMENTS OF EARNINGS
 
(In thousands, except per share amounts)
 
   
             
             
   
Three Months Ended
 
   
August 31,
 
   
2015
   
2014
 
Net sales
  $ 758,147     $ 862,414  
Cost of goods sold
    645,131       732,907  
Gross margin
    113,016       129,507  
Selling, general and administrative expense
    75,951       75,255  
Impairment of long-lived assets
    3,000       1,950  
Restructuring and other expense
    3,069       100  
Operating income
    30,996       52,202  
Other income (expense):
               
Miscellaneous income (expense)
    (578 )     323  
Interest expense
    (7,854 )     (9,516 )
Equity in net income of unconsolidated affiliates
    26,581       27,924  
Earnings before income taxes
    49,145       70,933  
Income tax expense
    14,708       22,113  
Net earnings
    34,437       48,820  
Net earnings attributable to noncontrolling interests
    3,027       4,652  
Net earnings attributable to controlling interest
  $ 31,410     $ 44,168  
                 
Basic
               
Average common shares outstanding
    63,993       67,567  
Earnings per share attributable to controlling interest
  $ 0.49     $ 0.65  
                 
Diluted
               
Average common shares outstanding
    65,729       69,738  
Earnings per share attributable to controlling interest
  $ 0.48     $ 0.63  
                 
                 
Common shares outstanding at end of period
    63,343       67,424  
                 
Cash dividends declared per share
  $ 0.19     $ 0.18  


 
 
 

 
 
 
WORTHINGTON INDUSTRIES, INC.
 
CONSOLIDATED BALANCE SHEETS
 
(In thousands)
 
   
   
   
August 31,
   
May 31,
 
   
2015
   
2015
 
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 18,772     $ 31,067  
Receivables, less allowances of $2,909 and $3,085 at August 31, 2015
               
     and May 31, 2015, respectively
    431,586       474,292  
Inventories:
               
Raw materials
    195,695       181,975  
Work in process
    104,775       107,069  
Finished products
    82,329       85,931  
Total inventories
    382,799       374,975  
Income taxes receivable
    2,868       12,119  
Assets held for sale
    23,450       23,412  
Deferred income taxes
    21,731       22,034  
Prepaid expenses and other current assets
    53,630       54,294  
Total current assets
    934,836       992,193  
Investments in unconsolidated affiliates
    201,383       196,776  
Goodwill
    239,632       238,999  
Other intangible assets, net of accumulated amortization of $51,831 and
               
     $47,547 at August 31, 2015 and May 31, 2015, respectively
    114,799       119,117  
Other assets
    24,500       24,867  
Property, plant & equipment:
               
Land
    15,842       16,017  
Buildings and improvements
    218,809       218,182  
Machinery and equipment
    889,290       872,986  
Construction in progress
    59,061       40,753  
Total property, plant & equipment
    1,183,002       1,147,938  
Less: accumulated depreciation
    652,242       634,748  
Property, plant and equipment, net
    530,760       513,190  
Total assets
  $ 2,045,910     $ 2,085,142  
                 
Liabilities and equity
               
Current liabilities:
               
Accounts payable
  $ 317,552     $ 294,129  
Short-term borrowings
    22,039       90,550  
Accrued compensation, contributions to employee benefit plans
               
and related taxes
    63,823       66,252  
Dividends payable
    12,712       12,862  
Other accrued items
    67,250       56,913  
Income taxes payable
    11,217       2,845  
Current maturities of long-term debt
    846       841  
Total current liabilities
    495,439       524,392  
Other liabilities
    56,575       58,269  
Distributions in excess of investment in unconsolidated affiliate
    58,728       61,585  
Long-term debt
    580,901       579,352  
Deferred income taxes
    15,376       21,495  
Total liabilities
    1,207,019       1,245,093  
Shareholders' equity - controlling interest
    749,884       749,112  
Noncontrolling interests
    89,007       90,937  
Total equity
    838,891       840,049  
Total liabilities and equity
  $ 2,045,910     $ 2,085,142  

 
 
 

 
 
 
WORTHINGTON INDUSTRIES, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(In thousands)
 
   
             
   
Three Months Ended
 
   
August 31,
 
   
2015
   
2014
 
Operating activities
           
Net earnings
  $ 34,437     $ 48,820  
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
Depreciation and amortization
    21,440       20,367  
Impairment of long-lived assets
    3,000       1,950  
Provision for deferred income taxes
    (5,540 )     (535 )
Bad debt expense (income)
    10       (203 )
Equity in net income of unconsolidated affiliates, net of distributions
    (5,513 )     (6,990 )
Net loss (gain) on sale of assets
    1,606       (2,830 )
Stock-based compensation
    3,777       4,355  
Excess tax benefits - stock-based compensation
    (824 )     (5,132 )
Changes in assets and liabilities, net of impact of acquisitions:
               
Receivables
    42,629       12,752  
Inventories
    (7,824 )     (51,217 )
Prepaid expenses and other current assets
    11,166       (2,872 )
Other assets
    442       121  
Accounts payable and accrued expenses
    42,184       41,890  
Other liabilities
    (3,187 )     (5,991 )
Net cash provided by operating activities
    137,803       54,485  
                 
Investing activities
               
Investment in property, plant and equipment
    (38,497 )     (23,873 )
Investment in notes receivable
    -       (5,000 )
Acquisitions, net of cash acquired
    -       (36,550 )
Investments in unconsolidated affiliates
    (1,687 )     (3,800 )
Proceeds from sale of assets and insurance
    131       265  
Net cash used by investing activities
    (40,053 )     (68,958 )
                 
Financing activities
               
Net proceeds from (repayments of) short-term borrowings
    (68,511 )     555  
Proceeds from long-term debt
    921       -  
Principal payments on long-term debt
    (208 )     (302 )
Payments for issuance of common shares
    (602 )     (1,020 )
Excess tax benefits - stock-based compensation
    824       5,132  
Payments to noncontrolling interest
    (3,336 )     (2,867 )
Repurchase of common shares
    (27,582 )     (20,071 )
Dividends paid
    (11,551 )     (10,112 )
Net cash used by financing activities
    (110,045 )     (28,685 )
                 
Decrease in cash and cash equivalents
    (12,295 )     (43,158 )
Cash and cash equivalents at beginning of period
    31,067       190,079  
Cash and cash equivalents at end of period
  $ 18,772     $ 146,921  
 

 
 
 

 
 
 
WORTHINGTON INDUSTRIES, INC.
SUPPLEMENTAL DATA
(In thousands, except volume)
 
This supplemental information is provided to assist in the analysis of the results of operations.
 
   
Three Months Ended
 
   
August 31,
 
   
2015
   
2014
 
Volume:
           
Steel Processing (tons)
    866,376       905,461  
Pressure Cylinders (units)
    19,219,410       20,370,385  
                 
Net sales:
               
Steel Processing
  $ 490,800     $ 552,331  
Pressure Cylinders
    224,394       248,959  
Engineered Cabs
    38,617       49,554  
Other
    4,336       11,570  
Total net sales
  $ 758,147     $ 862,414  
                 
Material cost:
               
Steel Processing
    348,245       394,892  
Pressure Cylinders
    99,064       118,437  
Engineered Cabs
    17,981       22,022  
                 
Selling, general and administrative expense:
               
Steel Processing
  $ 32,915     $ 31,900  
Pressure Cylinders
    36,874       35,013  
Engineered Cabs
    5,408       6,824  
Other
    754       1,518  
Total selling, general and administrative expense
  $ 75,951     $ 75,255  
                 
Operating income (loss):
               
Steel Processing
  $ 23,638     $ 35,869  
Pressure Cylinders
    16,819       19,606  
Engineered Cabs
    (9,291 )     (2,145 )
Other
    (170 )     (1,128 )
Total operating income
  $ 30,996     $ 52,202  
 
 
 
 

 
 
 
The following provides detail of Pressure Cylinders volume and net sales by principal class of products.
 
   
Three Months Ended
 
   
August 31,
 
   
2015
   
2014
 
Volume (units):
           
Consumer Products
    11,977,945       12,346,630  
Industrial Products
    7,147,952       7,916,492  
Alternative Fuels
    91,956       104,089  
Oil and Gas Equipment
    1,320       2,987  
Cryogenics
    237       187  
Total Pressure Cylinders
    19,219,410       20,370,385  
                 
Net sales:
               
Consumer Products
  $ 54,958     $ 55,600  
Industrial Products
    105,106       109,091  
Alternative Fuels
    24,818       21,779  
Oil and Gas Equipment
    32,884       57,336  
Cryogenics
    6,628       5,153  
Total Pressure Cylinders
  $ 224,394     $ 248,959  
 
 
 
 

 
 
 
WORTHINGTON INDUSTRIES, INC.
SUPPLEMENTAL DATA
(In thousands)
 
The following provides detail of impairment of long-lived assets and restructuring and other expense included in operating income by segment.
 
   
Three Months Ended
 
   
August 31,
 
   
2015
   
2014
 
Impairment of long-lived assets:
           
Steel Processing
  $ -     $ 1,950  
Pressure Cylinders
    -       -  
Engineered Cabs
    3,000       -  
Other
    -       -  
Total impairment of long-lived assets
  $ 3,000     $ 1,950  
                 
Restructuring and other expense (income):
               
Steel Processing
  $ 462     $ (30 )
Pressure Cylinders
    731       23  
Engineered Cabs
    1,878       -  
Other
    (2 )     107  
Total restructuring and other expense
  $ 3,069     $ 100  
 
 
 


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