Worthington Enterprises, Inc 8-K, filed Jun 25, 2020
Worthington Enterprises, Inc. (WOR)
About this 8-K
Worthington Enterprises, Inc filed this 8-K on June 25, 2020, reporting on events of June 24, 2020.
Items reported
- Item 2.02: Financial results
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The following information is furnished pursuant to Item 2.02:
On June 25, 2020, Worthington Industries, Inc. (the "Registrant") issued a news release (the "Financial News Release") reporting results for the fourth quarter (three-month period) and the fiscal year ended May 31, 2020. A copy of the Financial News Release is included herewith as Exhibit 99.1 and is incorporated herein by this reference.
On June 24, 2020, the Registrant issued a news release (the "Leadership Succession News Release") in which the Board of Directors of the Registrant announced the implementation of a leadership succession plan. Effective September 1, 2020, B. Andrew ("Andy") Rose will become Chief Executive Officer and Principal Executive Officer of the Registrant as well as continue to serve as President of the Registrant. Mr. Rose will succeed the Registrant's long-time Chairman of the Board and Chief Executive Officer John P. McConnell as Chief Executive Officer, and Mr. McConnell will remain with the Registrant as Executive Chairman.
Mr. Rose, 50, has served as President of the Registrant since August 22, 2018. Mr. Rose served as Chief Financial Officer of the Registrant on an interim basis from August 22, 2018 to November 1, 2018. He served as Executive Vice President and Chief Financial Officer of the Registrant from July 2014 to August 2018 and as Vice President and Chief Financial Officer of the Registrant from December 2008 to July 2014. Before joining the Registrant, from 2007 to 2008, Mr. Rose was a senior investment professional at MCG Capital Corporation, a publicly-traded company specializing in debt and equity investments in middle market companies; and from 2002 to 2007, he was a founding partner at Peachtree Equity Partners, L.P., a private equity firm backed by Goldman Sachs. Mr. Rose has no family relationships with any of the current executive officers or directors of the Registrant. Neither Mr. Rose nor any of his immediate family members has had (nor does any propose to have) a direct or indirect material interest in any transaction in which the Registrant or any of the Registrant's subsidiaries was (or is proposed to be) a participant, that would be required to be disclosed under Item 404(a) of SEC Regulation S-K.
Mr. McConnell, 66, has served as the Registrant's CEO for the last 27 years. He began his career at the Registrant in 1975 as a general laborer, later working in sales, human resources and operations with increasing responsibility.
As Executive Chairman, Mr. McConnell will continue to work with Mr. Rose, the executive team and the board to develop Company strategy and help identify value-enhancing strategic initiatives including acquisitions, joint ventures and strategically important relationships.
In conjunction with Mr. Rose's appointment as CEO of the Registrant and Mr. McConnell's change to Executive Chairman, both effective September 1, 2020, the Compensation Committee of the Board of Directors of the Registrant (the "Compensation Committee") approved the following compensation arrangements for Mr. Rose and Mr. McConnell:
Base Salary and Annual Short-Term Cash Incentive Bonus Award:
Effective as of September 1, 2020, the annual base salary of Mr. Rose will increase to $650,000, and that of Mr. McConnell will decrease to $400,000. The annual short-term cash incentive bonus awards for the twelve-month period ending May 31, 2021 for Mr. Rose and Mr. McConnell are set forth below.
| Short-Term Cash Incentive Bonus Award | ||||
| for the Period ending May 31, 2021: | ||||
| Threshold | Target | Maximum | ||
| Mr. Rose | $450,000 | $900,000 | $1,800,000 | |
| Mr. McConnell | $200,000 | $400,000 | $800,000 | |
These columns show the potential payouts which can be earned under the executives' short-term cash incentive bonus award based on achievement of specified levels of corporate performance for the twelve-month period ending May 31, 2021. The payouts which can be earned under the short-term cash incentive bonus award are generally tied to achieving specified levels (threshold, target and maximum) of corporate economic value added ("EVA") and earnings per share ("EPS") for the applicable period with each performance measure carrying a 50% weighting. For all calculations, restructuring and impairment charges and non-recurring items are generally excluded, and EPS is adjusted to eliminate the impact of FIFO gains and losses. If the performance level with respect to either performance measure falls between threshold and target or between target and maximum, the portion of the short-term cash incentive bonus award associated with that performance measure is prorated. If the threshold level is not reached for a performance measure, no short-term cash incentive bonus payout will be paid as to that performance measure. Any payouts under the short-term cash incentive bonus award will be made within a reasonable time following the end of the performance period. In the event of a change in control of the Registrant (followed by actual or constructive termination of the executive's employment with the Registrant during the performance period), the short-term cash incentive bonus award would be considered to be earned and payouts made at target levels.
Due to the uncertainties caused by the impacts of COVID-19 and the various actions taken in connection therewith, the performance targets for the 12-month period ending May 31, 2021 are being divided into two (2) six-month performance periods, with different targets for each of the six-month periods.
Time-Based Restricted Stock Award:
Effective June 25, 2020, the Compensation Committee approved time-based restricted stock awards (also referred to as "restricted shares") covering 24,000 common shares for Mr. Rose and 9,400 common shares for Mr. McConnell pursuant to the Registrant's Amended and Restated 1997 Long-Term Incentive Plan (the "1997 Long-Term Incentive Plan"). The restricted shares will be held in escrow by the Registrant and may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the restrictions thereon have lapsed. Subject to the continued employment of the executive, the restrictions on the restricted shares will lapse and the restricted shares will become fully vested on the third anniversary of the June 25, 2020 grant date. Any unvested restricted shares will become fully vested if the executive dies or becomes disabled, as determined by the Compensation Committee. Upon a change in control (as defined in the 1997 Long-Term Incentive Plan), the restrictions on the restricted shares will lapse and the restricted shares will become fully vested if the executive's employment is terminated within two years after the change in control by the Registrant without cause or by the executive due to an adverse change in his employment terms. If the executive's employment with the Registrant terminates for any other reason, the restricted shares will be forfeited. During the time between the grant date and the vesting date of the restricted shares, the executive may exercise full voting rights in respect of the restricted shares and dividends will be accrued and paid in respect of the restricted shares on the vesting date, if the underlying restricted shares vest.
Stock Option Award:
Effective as of June 25, 2020, the Compensation Committee awarded non-qualified stock options covering 27,000 common shares for Mr. Rose and 11,200 common shares for Mr. McConnell (the "stock options"). These stock options will vest at a rate of 33% per year and fully vest on the third anniversary of the June 25, 2020 grant date. In the event the executive's employment with the Registrant terminates as a result of retirement, death or total disability, any of these stock options outstanding and exercisable on that termination date will remain exercisable by the executive, or, in the event of death, by the executive's beneficiary, until the earlier of either the stock options' ten-year expiration date, or 36 months after the last day of employment due to retirement, death or total disability. Should termination of the executive's employment with the Registrant occur for any reason other than retirement, death or total disability, any unexercised stock options will generally be forfeited. In the event of a change in control of the Registrant (as defined in the stock option plan or award agreement under which the stock options were awarded) occurs, followed by an actual or constructive termination of the executive's employment with the Registrant, any of the stock options then outstanding will become fully vested and exercisable. The Compensation Committee may allow the executive to elect, during the 60-day period following a change in control, to surrender the stock options or any portion thereof in exchange for a cash payment in respect of each common share covered by the stock options surrendered equal to the excess of the change in control price per share over the exercise price per share.
Long-Term Performance Awards:
Effective June 25, 2020, the Compensation Committee approved performance share awards and cash performance awards for Mr. Rose and Mr. McConnell under the Registrant's 1997 Long-Term Incentive Plan for the three-fiscal-year performance period from June 1, 2020 to May 31, 2023 in the following amounts:
| Mr. Rose | Threshold | Target | Maximum |
| Performance Share Award | 7,800 shares | 15,600 shares | 31,200 shares |
| Cash Performance Award | $500,000 | $1,000,000 | $2,000,000 |
| Mr. McConnell | Threshold | Target | Maximum |
| Performance Share Award | 3,150 shares | 6,300 shares | 12,600 shares |
| Cash Performance Award | $200,000 | $400,000 | $800,000 |
Payouts in respect of the long-term cash performance award and the long-term performance share award for the executives are tied to achieving specified levels (threshold, target and maximum) of cumulative corporate EVA for the three-fiscal-year performance period and EPS growth over that performance period, with each performance measure carrying a 50% weighting. Restructuring charges and non-recurring items are to be excluded, and EPS results are to be adjusted to eliminate the impact of inventory holding gains or losses. If the performance level with respect to either performance measure falls between threshold and target or between target and maximum, the portion of the performance share award or the cash performance award associated with that performance measure is linearly prorated. If the threshold level is not reached for a performance measure, no portion of the cash performance award or the performance share award associated with that performance measure will be paid or distributed.
A copy of the Leadership Succession News Release is included herewith as Exhibit 99.2 and is incorporated herein by this reference.
The following information is furnished pursuant to Item 7.01:
As disclosed above in Item 2.02 of this Current Report on Form 8-K, on June 25, 2020, the Registrant issued the Financial News Release. A copy of the Financial News Release is included herewith as Exhibit 99.1 and is incorporated herein by this reference.
On June 25, 2020, the Registrant issued a news release (the "Dividend News Release") reporting that the Board of Directors of the Registrant had declared a quarterly dividend of $0.25 per share in respect of the Registrant's common shares. The dividend was declared on June 25, 2020 and is payable on September 25, 2020 to shareholders of record on September 11, 2020. A copy of the Dividend News Release is included herewith as Exhibit 99.3 and is incorporated herein by this reference.
(a) - (c) Not applicable.
(d) Exhibits: The following exhibits are included with this Current Report on Form 8-K:
| Exhibit No. | Description | |||
| 99.1 | News Release issued by Worthington Industries, Inc. on June 25, 2020 (Financial News Release) | |||
| 99.2 | News Release issued by Worthington Industries, Inc. on June 24, 2020 (Leadership Succession News Release) | |||
| 99.3 | News Release issued by Worthington Industries, Inc. on June 25, 2020 (Dividend News Release) | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WORTHINGTON INDUSTRIES INC | ||
| Date: June 25, 2020 | By: | /s/ Dale T. Brinkman |
| Dale T. Brinkman | ||
| Senior Vice President-Administration, General Counsel & Secretary | ||
EXHIBIT 99.1
Worthington Reports Fourth Quarter Fiscal 2020 Results
COLUMBUS, Ohio, June 25, 2020 (GLOBE NEWSWIRE) -- Worthington Industries, Inc. (NYSE: WOR) today reported net sales of $611.6 million and net earnings of $16.2 million, or $0.29 per diluted share, for its fiscal 2020 fourth quarter ended May 31, 2020. Net earnings in the quarter were adversely impacted due to COVID-19 related shutdowns, as discussed further below, and included net pre-tax restructuring and impairment charges of $15.7 million, which reduced earnings per diluted share by $0.20. In the fourth quarter of fiscal 2019, the Company reported net sales of $938.8 million and net earnings of $37.7 million, or $0.66 per diluted share. Net earnings in the fourth quarter of fiscal 2019 were negatively impacted by pre-tax impairment and restructuring charges of $8.5 million, including $4.0 million recorded in equity income, reducing earnings per diluted share by $0.11. Estimated current quarter inventory holding gains in Steel Processing were approximately $0.01 per diluted share compared to estimated inventory holding losses of $0.11 per diluted share in the prior year quarter.
COVID-19 Update
In response to COVID-19, the Company formed an internal task force to closely monitor developments related to the outbreak and to establish and implement best practices in all Worthington facilities. In order to protect the safety, health and well-being of employees, customers and suppliers, the Company has followed guidelines established by applicable authorities. The Company has also restricted visitors, upgraded cleaning protocols, implemented remote work wherever possible, and instituted physical distancing measures. The Company remains committed to its focus on employee safety while continuing to serve customer needs.
Demand was impacted by COVID-19 related shutdowns, and the Company took steps to size its workforce to better match the demand environment, implementing a combination of furloughs, designed to allow the Company to ramp up production when market conditions improve, and permanent workforce reductions. As of June 25, over half of the furloughed employees have returned to work. Worthington has taken additional cost-cutting measures which include reducing discretionary spending including travel, implementing a freeze on hiring, and deferring non-essential and non-growth-oriented capital investments.
Financial highlights for the current and comparative periods are as follows:
(U.S. dollars in millions, except per share amounts)
| 4Q 2020 | 4Q 2019 | 12M 2020 | 12M 2019 | |||||||||||
| Net sales | $ | 611.6 | $ | 938.8 | $ | 3,059.1 | $ | 3,759.6 | ||||||
| Operating income | 6.3 | 32.0 | 22.5 | 144.8 | ||||||||||
| Equity income | 17.3 | 25.1 | 114.8 | 97.0 | ||||||||||
| Net earnings | 16.2 | 37.7 | 78.8 | 153.5 | ||||||||||
| Earnings per diluted share | $ | 0.29 | $ | 0.66 | $ | 1.41 | $ | 2.61 | ||||||
“This quarter we faced unprecedented challenges, as we and the entire economy were confronted by the Coronavirus and the related shutdowns and restrictions that were implemented,” said John McConnell, Chairman and CEO. “We have been focused on providing a safe working environment for our employees as they continue to serve our customers. While our people and our results were impacted significantly by the shutdowns, I am proud of our team and how they have navigated through this period.”
Consolidated Quarterly Results
Net sales for the fourth quarter of fiscal 2020 were $611.6 million, down 35% from the comparable quarter in the prior year, when net sales were $938.8 million. The decrease was driven by lower direct volume and lower average direct selling prices in Steel Processing combined with an unfavorable shift in product mix in the industrial products business in Pressure Cylinders.
Gross margin decreased $36.1 million from the prior year quarter to $89.9 million. The decrease was driven by the reduced volume in Steel Processing, which was partially offset by the favorable impact of a slight inventory holding gain in the current quarter, compared to significant inventory holding losses in the prior year quarter, combined with the unfavorable shift in product mix in the industrial products business in Pressure Cylinders.
Operating income for the current quarter was $6.3 million, a decrease of $25.7 million from the prior year quarter. The impact of lower gross margin was partially offset by lower SG&A expense, which was down $20.0 million, due primarily to lower profit sharing and bonus and lower overall corporate costs. Operating income was also adversely impacted by current quarter impairment and restructuring charges of $15.7 million, which were $9.6 million higher than the prior year quarter.
Interest expense was $7.5 million for the current quarter, compared to $9.5 million in the prior year quarter. The decrease was due primarily to lower average debt levels and lower average interest rates resulting from the debt refinancing transactions completed earlier in the fiscal year.
Equity income from unconsolidated joint ventures decreased $7.9 million from the prior year quarter to $17.3 on lower contributions from all joint ventures. The Company received cash distributions of $44.6 million from unconsolidated joint ventures during the quarter for a total of $123.0 million for fiscal 2020.
Income tax expense was $5.8 million in the current quarter compared to $9.2 million in the prior year quarter. Tax expense in the current quarter reflects an annual effective rate of 25.1% compared to 22.0% for the prior year quarter.
Balance Sheet
At quarter-end, total debt was $699.7 million, up $0.9 million over February 29, 2019, and the Company had $147.2 million of cash on hand.
Quarterly Segment Results
Steel Processing’s net sales totaled $328.2 million, down 44%, or $256.2 million, from the comparable prior year quarter on lower direct volume and to a lesser extent lower average selling prices. The operating loss of $1.8 million in the current quarter was $16.7 million unfavorable to the $14.9 million operating income reported in the prior year quarter on lower direct volume, partially offset by the favorable impact of a slight inventory holding gain in the current quarter compared to a significant inventory holding loss in the prior year quarter. The mix of direct versus toll tons processed was 45% to 55% in the current quarter, compared to 55% to 45% in the prior year quarter. The change in mix was driven primarily by the consolidation of the toll processing joint venture, Worthington Samuel Coil Processing, earlier in the fiscal year.
Pressure Cylinders’ net sales totaled $282.9 million, down 12%, or $39.4 million, from the comparable prior year quarter. The decline was due to lower volumes in the oil and gas equipment business and a shift in product mix in the industrial products business, partially offset by higher volume in the consumer products business. Operating income of $13.5 million was $7.9 million less than the prior year quarter, $5.5 million of which was driven by higher combined impairment and restructuring charges. The remaining decline was due to weakness in the industrial products business, primarily in Europe, partially offset by lower SG&A expense and a slight improvement in the consumer products business.
Recent Developments
- During May 2020, the Company finalized plans to exit the two remaining facilities that were part of the former Engineered Cabs segment in Stow, Ohio and Greensburg, Ind. In connection with these actions, the Company recorded impairment and restructuring charges totaling $4.0 million within the Other segment during the quarter.
- On June 3, 2020, Nikola Corporation (“NKLA”) became a public company through a reverse merger into a subsidiary of VectoIQ Acquisition Corporation, a NASDAQ listed publicly traded company. As previously disclosed, the Company owns 19,048,020 shares of NKLA.
- On June 24, 2020, Worthington’s Board of Directors declared a quarterly dividend of $0.25 per share payable on September 29, 2020 to shareholders of record on September 15, 2020, an increase of $0.01 per share.
- On June 24, 2020, the Company announced that Andy Rose would become President and CEO effective Sept. 1, and that John McConnell will serve as Executive Chairman.
Outlook
“Yesterday, we announced our leadership succession plan, naming Andy Rose President and CEO effective Sept. 1. At that time, I will assume the role of Executive Chairman” McConnell said. “One of my recent priorities was to have a strong set of leaders in place to drive the company forward. As we enter our 65th year in business, I am confident we have the right team, and we are well positioned to emerge from the current crisis as a stronger Company.”
Conference Call
Worthington will review fiscal 2020 fourth quarter results during its quarterly conference call on June 25, 2020, at 10:30 a.m., Eastern Time. Details regarding the conference call can be found on the Company website at www.WorthingtonIndustries.com.
About Worthington Industries
Worthington Industries (NYSE:WOR) is a leading industrial manufacturing company delivering innovative solutions to customers that span many industries including transportation, construction, industrial, agriculture, retail and energy. Worthington is North America’s premier value-added steel processor and producer of laser welded products; and a leading global supplier of pressure cylinders and accessories for applications such as fuel storage, water systems, outdoor living, tools and celebrations. The Company’s brands, primarily sold in retail stores, include Coleman®, Bernzomatic®, Balloon Time®, Mag Torch® and Well-X-Trol®. Worthington’s WAVE joint venture with Armstrong is the North American leader in innovative ceiling solutions.
Headquartered in Columbus, Ohio, Worthington operates 56 facilities in 15 states and six countries, sells into over 90 countries and employs approximately 7,500 people. Founded in 1955, the Company follows a people-first philosophy with earning money for its shareholders as its first corporate goal. Relentlessly finding new ways to drive progress and practicing a shared commitment to transformation, Worthington makes better solutions possible for customers, employees, shareholders and communities.
Safe Harbor Statement
The Company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements by the Company relating to the impacts from the Novel Coronavirus (COVID-19) and the actions taken by governmental authorities and others related thereto, including our ability to continue operating facilities in connection therewith, to cut variable costs, or to eventually recall furloughed workers; future or expected cash positions, liquidity and ability to access financial markets and capital; outlook, strategy or business plans; future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, margins, balance sheet strengths, debt, financial condition or other financial measures; pricing trends for raw materials and finished goods and the impact of pricing changes; the ability to improve or maintain margins; expected demand or demand trends for the Company or its markets; additions to product lines and opportunities to participate in new markets; expected benefits from Transformation and innovation efforts; the ability to improve performance and competitive position at the Company’s operations; anticipated working capital needs, capital expenditures and asset sales; anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof; projected profitability potential; the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations; projected capacity and the alignment of operations with demand; the ability to operate profitably and generate cash in down markets; the ability to 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; expectations for generating 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 risks, uncertainties and impacts related to COVID-19 and other actual or potential public health emergencies and actions taken by governmental authorities or others in connection therewith, their potential impacts related to the ability and costs to continue to operate facilities and their potential to exacerbate other risks, the effect of national, regional and global economic conditions generally and within major product markets, including significant economic disruptions from COVID-19 and the actions taken therewith; the effect of conditions in national and worldwide financial markets and with respect to the ability of financial institutions to provide capital; the impact of tariffs, the adoption of trade restrictions affecting the Company’s products or suppliers, a United States withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, the closing of border crossings, and other changes in trade regulations or relationships; lower oil prices as a factor in demand for products; 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; the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters; 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 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 industries in which the Company participates 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, interruption in utility services, civil unrest, international conflicts, 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 exchange rate exposure and the acceptance of the Company’s products in global markets; the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment; deviation of actual results from estimates and/or assumptions used by the Company in the application of its significant accounting policies; the 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 governmental agencies as contemplated by the Coronavirus Aid, Relief and Economic Security (CARES) act and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; the effect of healthcare laws in the United States and potential changes for such laws especially in light of the COVID-19 pandemic, which may increase the Company’s healthcare and other costs and negatively impact the Company’s operations and financial results; cyber security risks; the effects of privacy and information security laws and standards; and other risks described from time to time in the Company’s filings with the United States Securities and Exchange Commission.
Contacts:
SONYA L. HIGGINBOTHAM
VP, CORPORATE COMMUNICATIONS AND BRAND MANAGEMENT
614.438.7391 | sonya.higginbotham@worthingtonindustries.com
MARCUS A. ROGIER
TREASURER AND INVESTOR RELATIONS OFFICER
614.840.4663 | marcus.rogier@worthingtonindustries.com
200 Old Wilson Bridge Rd. | Columbus, Ohio 43085
WorthingtonIndustries.com
WORTHINGTON INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
| Three Months Ended | Twelve Months Ended | ||||||||||||||
| May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | ||||||||||||
| Net sales | $ | 611,627 | $ | 938,842 | $ | 3,059,119 | $ | 3,759,556 | |||||||
| Cost of goods sold | 521,737 | 812,839 | 2,615,782 | 3,279,601 | |||||||||||
| Gross margin | 89,890 | 126,003 | 443,337 | 479,955 | |||||||||||
| Selling, general and administrative expense | 67,816 | 87,863 | 328,110 | 338,392 | |||||||||||
| Impairment of goodwill and long-lived assets | 7,462 | 5,436 | 82,690 | 7,817 | |||||||||||
| Restructuring and other expense (income), net | 8,267 | 692 | 10,048 | (11,018 | ) | ||||||||||
| Operating income | 6,345 | 32,012 | 22,489 | 144,764 | |||||||||||
| Other income (expense): | |||||||||||||||
| Miscellaneous income, net | 783 | 494 | 9,099 | 2,716 | |||||||||||
| Interest expense | (7,459 | ) | (9,522 | ) | (31,616 | ) | (38,063 | ) | |||||||
| Loss on extinguishment of debt | - | - | (4,034 | ) | - | ||||||||||
| Equity in net income of unconsolidated affiliates | 17,256 | 25,142 | 114,848 | 97,039 | |||||||||||
| Earnings before income taxes | 16,925 | 48,126 | 110,786 | 206,456 | |||||||||||
| Income tax expense | 5,836 | 9,151 | 26,342 | 43,183 | |||||||||||
| Net earnings | 11,089 | 38,975 | 84,444 | 163,273 | |||||||||||
| Net earnings (loss) attributable to noncontrolling interests | (5,086 | ) | 1,237 | 5,648 | 9,818 | ||||||||||
| Net earnings attributable to controlling interest | $ | 16,175 | $ | 37,738 | $ | 78,796 | $ | 153,455 | |||||||
| Basic | |||||||||||||||
| Average common shares outstanding | 54,604 | 55,850 | 54,958 | 57,196 | |||||||||||
| Earnings per share attributable to controlling interest | $ | 0.30 | $ | 0.68 | $ | 1.43 | $ | 2.68 | |||||||
| Diluted | |||||||||||||||
| Average common shares outstanding | 55,206 | 57,325 | 55,983 | 58,823 | |||||||||||
| Earnings per share attributable to controlling interest | $ | 0.29 | $ | 0.66 | $ | 1.41 | $ | 2.61 | |||||||
| Common shares outstanding at end of period | 54,616 | 55,468 | 54,616 | 55,468 | |||||||||||
| Cash dividends declared per share | $ | 0.24 | $ | 0.23 | $ | 0.96 | $ | 0.92 | |||||||
WORTHINGTON INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
| May 31, | May 31, | ||||||
| 2020 | 2019 | ||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 147,198 | $ | 92,363 | |||
| Receivables, less allowances of $1,521 and $1,150 at May 31, 2020 | |||||||
| and May 31, 2019, respectively | 341,038 | 501,944 | |||||
| Inventories: | |||||||
| Raw materials | 234,629 | 268,607 | |||||
| Work in process | 76,497 | 113,848 | |||||
| Finished products | 93,975 | 101,825 | |||||
| Total inventories | 405,101 | 484,280 | |||||
| Income taxes receivable | 8,376 | 10,894 | |||||
| Assets held for sale | 12,928 | 6,924 | |||||
| Prepaid expenses and other current assets | 68,538 | 69,508 | |||||
| Total current assets | 983,179 | 1,165,913 | |||||
| Investments in unconsolidated affiliates | 203,329 | 214,930 | |||||
| Operating lease assets | 31,557 | - | |||||
| Goodwill | 321,434 | 334,607 | |||||
| Other intangible assets, net of accumulated amortization of $92,774 and | |||||||
| $87,759 at May 31, 2020 and May 31, 2019, respectively | 184,416 | 196,059 | |||||
| Other assets | 34,956 | 20,623 | |||||
| Property, plant and equipment: | |||||||
| Land | 24,197 | 23,996 | |||||
| Buildings and improvements | 302,796 | 310,112 | |||||
| Machinery and equipment | 1,055,139 | 1,049,068 | |||||
| Construction in progress | 52,231 | 49,423 | |||||
| Total property, plant and equipment | 1,434,363 | 1,432,599 | |||||
| Less: accumulated depreciation | 861,719 | 853,935 | |||||
| Total property, plant and equipment, net | 572,644 | 578,664 | |||||
| Total assets | $ | 2,331,515 | $ | 2,510,796 | |||
| Liabilities and equity | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 247,017 | $ | 393,517 | |||
| Accrued compensation, contributions to employee benefit plans and | |||||||
| related taxes | 64,650 | 78,155 | |||||
| Dividends payable | 14,648 | 14,431 | |||||
| Other accrued items | 49,974 | 59,810 | |||||
| Current operating lease liabilities | 10,851 | - | |||||
| Income taxes payable | 949 | 1,164 | |||||
| Current maturities of long-term debt | 149 | 150,943 | |||||
| Total current liabilities | 388,238 | 698,020 | |||||
| Other liabilities | 75,786 | 69,976 | |||||
| Distributions in excess of investment in unconsolidated affiliate | 103,837 | 121,948 | |||||
| Long-term debt | 699,516 | 598,356 | |||||
| Noncurrent operating lease liabilities | 25,763 | - | |||||
| Deferred income taxes, net | 71,942 | 74,102 | |||||
| Total liabilities | 1,365,082 | 1,562,402 | |||||
| Shareholders' equity - controlling interest | 820,821 | 831,246 | |||||
| Noncontrolling interests | 145,612 | 117,148 | |||||
| Total equity | 966,433 | 948,394 | |||||
| Total liabilities and equity | $ | 2,331,515 | $ | 2,510,796 | |||
WORTHINGTON INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Three Months Ended | Twelve Months Ended | ||||||||||||||
| May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | ||||||||||||
| Operating activities: | |||||||||||||||
| Net earnings | $ | 11,089 | $ | 38,975 | $ | 84,444 | $ | 163,273 | |||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||||||||||
| Depreciation and amortization | 23,125 | 23,959 | 92,678 | 95,602 | |||||||||||
| Impairment of goodwill and long-lived assets | 7,462 | 5,436 | 82,690 | 7,817 | |||||||||||
| Provision for (benefit from) deferred income taxes | 352 | (4,058 | ) | (1,309 | ) | 17,435 | |||||||||
| Bad debt (income) expense | (4 | ) | 205 | 580 | 659 | ||||||||||
| Equity in net income of unconsolidated affiliates, net of distributions | 27,377 | 4,049 | 8,106 | 7,347 | |||||||||||
| Net (gain) loss on sale of assets | 180 | 3,144 | (5,057 | ) | (7,059 | ) | |||||||||
| Stock-based compensation | 1,883 | 3,978 | 11,883 | 11,733 | |||||||||||
| Loss on extinguishment of debt | - | - | 4,034 | - | |||||||||||
| Changes in assets and liabilities, net of impact of acquisitions: | |||||||||||||||
| Receivables | 131,708 | 17,553 | 147,225 | 73,346 | |||||||||||
| Inventories | (28,781 | ) | 4,876 | 62,126 | (33,649 | ) | |||||||||
| Accounts payable | (114,337 | ) | (42,137 | ) | (142,684 | ) | (93,294 | ) | |||||||
| Accrued compensation and employee benefits | 10,862 | 19,610 | (11,878 | ) | (19,158 | ) | |||||||||
| Other operating items, net | 9,960 | (4,918 | ) | 3,888 | (26,193 | ) | |||||||||
| Net cash provided by operating activities | 80,876 | 70,672 | 336,726 | 197,859 | |||||||||||
| Investing activities: | |||||||||||||||
| Investment in property, plant and equipment | (23,729 | ) | (23,945 | ) | (95,503 | ) | (84,499 | ) | |||||||
| Acquisitions | (965 | ) | (10,402 | ) | (30,748 | ) | (10,402 | ) | |||||||
| Distributions from unconsolidated affiliate | - | - | - | 56,693 | |||||||||||
| Proceeds from sale of assets | 718 | 1,393 | 10,036 | 49,683 | |||||||||||
| Net cash provided (used) by investing activities | (23,976 | ) | (32,954 | ) | (116,215 | ) | 11,475 | ||||||||
| Financing activities: | |||||||||||||||
| Proceeds from long-term debt, net of issuance costs | - | - | 101,464 | - | |||||||||||
| Principal payments on long-term obligations and debt redemption costs | (102 | ) | (290 | ) | (154,913 | ) | (1,394 | ) | |||||||
| Proceeds from issuance of common shares, net of tax withholdings | 82 | (1,726 | ) | (6,513 | ) | (6,371 | ) | ||||||||
| Payments to noncontrolling interests | - | (4,399 | ) | (1,453 | ) | (10,726 | ) | ||||||||
| Repurchase of common shares | - | (39,093 | ) | (50,972 | ) | (168,113 | ) | ||||||||
| Dividends paid | (13,112 | ) | (12,963 | ) | (53,289 | ) | (52,334 | ) | |||||||
| Net cash used by financing activities | (13,132 | ) | (58,471 | ) | (165,676 | ) | (238,938 | ) | |||||||
| Increase (decrease) in cash and cash equivalents | 43,768 | (20,753 | ) | 54,835 | (29,604 | ) | |||||||||
| Cash and cash equivalents at beginning of period | 103,430 | 113,116 | 92,363 | 121,967 | |||||||||||
| Cash and cash equivalents at end of period | $ | 147,198 | $ | 92,363 | $ | 147,198 | $ | 92,363 | |||||||
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 | Twelve Months Ended | ||||||||||||||
| May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | ||||||||||||
| Volume: | |||||||||||||||
| Steel Processing (tons) | 795,161 | 940,844 | 3,830,675 | 3,714,850 | |||||||||||
| Pressure Cylinders (units) | 23,346,466 | 20,549,832 | 82,519,829 | 83,787,293 | |||||||||||
| Net sales: | |||||||||||||||
| Steel Processing | $ | 328,222 | $ | 584,417 | $ | 1,859,670 | $ | 2,435,818 | |||||||
| Pressure Cylinders | 282,898 | 322,308 | 1,148,424 | 1,207,798 | |||||||||||
| Other | 507 | 32,117 | 51,025 | 115,940 | |||||||||||
| Total net sales | $ | 611,627 | $ | 938,842 | $ | 3,059,119 | $ | 3,759,556 | |||||||
| Material cost: | |||||||||||||||
| Steel Processing | $ | 230,076 | $ | 443,111 | $ | 1,339,898 | $ | 1,834,920 | |||||||
| Pressure Cylinders | 123,639 | 143,011 | 496,906 | 550,383 | |||||||||||
| Selling, general and administrative expense: | |||||||||||||||
| Steel Processing | $ | 27,664 | $ | 33,409 | $ | 136,664 | $ | 137,056 | |||||||
| Pressure Cylinders | 40,090 | 49,129 | 180,721 | 183,210 | |||||||||||
| Other | 62 | 5,325 | 10,725 | 18,126 | |||||||||||
| Total selling, general and administrative expense | $ | 67,816 | $ | 87,863 | $ | 328,110 | $ | 338,392 | |||||||
| Operating income (loss): | |||||||||||||||
| Steel Processing | $ | (1,797 | ) | $ | 14,919 | $ | 40,564 | $ | 89,761 | ||||||
| Pressure Cylinders | 13,498 | 21,428 | 38,903 | 69,872 | |||||||||||
| Other | (5,356 | ) | (4,335 | ) | (56,978 | ) | (14,869 | ) | |||||||
| Total operating income | $ | 6,345 | $ | 32,012 | $ | 22,489 | $ | 144,764 | |||||||
| Equity income (loss) by unconsolidated affiliate: | |||||||||||||||
| WAVE | $ | 15,334 | $ | 23,088 | $ | 101,063 | $ | 82,283 | |||||||
| ClarkDietrich | 3,309 | 3,884 | 17,225 | 8,640 | |||||||||||
| Serviacero Worthington | (1,029 | ) | 1,357 | 1,325 | 8,140 | ||||||||||
| ArtiFlex | (297 | ) | 904 | 2,731 | 2,026 | ||||||||||
| Other | (61 | ) | (4,091 | ) | (7,496 | ) | (4,050 | ) | |||||||
| Total equity income | $ | 17,256 | $ | 25,142 | $ | 114,848 | $ | 97,039 | |||||||
WORTHINGTON INDUSTRIES, INC.
SUPPLEMENTAL DATA
(In thousands, except volume)
| The following provides detail of Pressure Cylinders volume and net sales by principal class of products. | |||||||||||||||
| Three Months Ended | Twelve Months Ended | ||||||||||||||
| May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | ||||||||||||
| Volume (units): | |||||||||||||||
| Consumer products | 18,926,216 | 16,362,485 | 68,596,103 | 68,791,001 | |||||||||||
| Industrial products | 4,419,990 | 4,186,952 | 13,921,973 | 14,994,640 | |||||||||||
| Oil & gas equipment | 260 | 395 | 1,753 | 1,652 | |||||||||||
| Total Pressure Cylinders | 23,346,466 | 20,549,832 | 82,519,829 | 83,787,293 | |||||||||||
| Net sales: | |||||||||||||||
| Consumer products | $ | 125,188 | $ | 118,424 | $ | 485,990 | $ | 470,447 | |||||||
| Industrial products | 138,549 | 174,170 | 550,543 | 627,053 | |||||||||||
| Oil & gas equipment | 19,161 | 29,714 | 111,891 | 110,298 | |||||||||||
| Total Pressure Cylinders | $ | 282,898 | $ | 322,308 | $ | 1,148,424 | $ | 1,207,798 | |||||||
| The following provides detail of impairment of goodwill and long-lived assets and restructuring and other expense (income), net included in operating income by segment. | |||||||||||||||
| Three Months Ended | Twelve Months Ended | ||||||||||||||
| May 31, 2020 | May 31, 2019 | May 31, 2020 | May 31, 2019 | ||||||||||||
| Impairment of goodwill and long-lived assets: | |||||||||||||||
| Steel Processing | $ | 565 | $ | 3,269 | $ | 1,839 | $ | 3,269 | |||||||
| Pressure Cylinders | 3,800 | 2,167 | 37,153 | 4,548 | |||||||||||
| Other | 3,097 | - | 43,698 | - | |||||||||||
| Total impairment of goodwill and long-lived assets | $ | 7,462 | $ | 5,436 | $ | 82,690 | $ | 7,817 | |||||||
| Restructuring and other expense (income), net: | |||||||||||||||
| Steel Processing | $ | 2,799 | $ | - | $ | 3,501 | $ | (9 | ) | ||||||
| Pressure Cylinders | 4,535 | 692 | 5,282 | (11,009 | ) | ||||||||||
| Other | 933 | - | 1,265 | - | |||||||||||
| Total restructuring and other expense (income), net | $ | 8,267 | $ | 692 | $ | 10,048 | $ | (11,018 | ) | ||||||
EXHIBIT 99.2
Worthington Industries Implements Leadership Succession Plan, Names Andy Rose CEO, Effective Sept. 1; John McConnell to Serve as Executive Chairman
COLUMBUS, Ohio, June 24, 2020 (GLOBE NEWSWIRE) -- The Board of Directors of Worthington Industries, Inc. (NYSE:WOR) today announced that B. Andrew (Andy) Rose, the Company’s President, will become President and Chief Executive Officer (CEO), effective Sept. 1, 2020, succeeding long-time Chairman and CEO John P. McConnell who will remain with the Company as Executive Chairman.
“It has been my privilege to lead the Company my father founded for over 27 years,” said McConnell. “Andy has been a member of our leadership team for the last 11 years, and I am confident that he will carry our people-first Philosophy forward and lead Worthington through its next phase of growth. Together, we have built a dynamic leadership team that will successfully drive us into the future.”
As executive chairman, McConnell will continue to work with Rose, the executive team and the board to develop Company strategy and help identify value-enhancing strategic initiatives including acquisitions, joint ventures and strategically important relationships.
Rose, who was named Company president in 2018, added, “It is a tremendous honor to become CEO of Worthington Industries. I am grateful to have had the opportunity to work closely with John for more than a decade. Through his leadership, I have learned the value that people bring to an organization, given the right environment. I look forward to continuing to work with John and our strong leadership team to preserve our unique culture guided by our Philosophy and deliver solid returns for our shareholders.”
Rose, 50, was named president of Worthington in 2018. He joined the Company in 2008 as vice president and chief financial officer when the Company and the country were deep in the Great Recession. Rose helped preserve liquidity and financial stability and guide the Company through that challenge. In 2014, he was promoted to executive vice president and CFO and has been instrumental in advancing the Company’s financial and capital allocation strategies. Before joining Worthington, Rose was a senior investment professional of a public investment company and partner and co-founder of Peachtree Equity Partners, a private equity fund backed by Goldman Sachs.
John Blystone, lead director of Worthington’s Board of Directors, said, “Andy’s financial acumen and deep understanding of the business earned him the respect of the board, our employees and the investment community. The board expects a seamless and effective transition as John has been thorough in his succession planning.” Blystone continued, “John’s steadfast leadership has served as the Company’s true north, keeping to its principles while encouraging the Company to evolve and grow, ever focused on meeting the needs of customers while increasing shareholder value.”
McConnell, 66, began his career at Worthington in 1975 as a general laborer, later working in sales and operations with increasing responsibility. He was instrumental in administering the Company’s highly recognized employee-focused policies as head of personnel, including the Company’s focus on health and wellness that featured the opening of an onsite fitness center in 1985 and onsite medical center and pharmacy for employees and their families in 1994.
As CEO, McConnell streamlined Worthington’s focus on steel-related businesses, expanded the Company’s global footprint and enhanced its joint venture strategy, significantly growing profitability. Perhaps McConnell’s greatest achievement is the Transformation Plan, implemented in 2007, that positioned the Company to emerge from the Great Recession with expanded market share and profitability, and these efforts continue to be a key driver of the Company’s success. Under his leadership, the Company pioneered the use of futures for hedging steel. Over the last 10 years, Worthington has expanded its business by completing 20 acquisitions, including the largest acquisition in its history in 2017. McConnell’s commitment to shareholders is evidenced by the Company paying a quarterly dividend ever since becoming a public company more than 50 years ago and increasing the dividend for 10 consecutive years.
About Worthington Industries
Worthington Industries (NYSE:WOR) is a leading industrial manufacturing company delivering innovative solutions to customers that span many industries including transportation, construction, industrial, agriculture, retail and energy. Worthington is North America’s premier value-added steel processor and producer of laser welded products; and a leading global supplier of pressure cylinders and accessories for applications such as fuel storage, water systems, outdoor living, tools and celebrations. The Company’s brands, primarily sold in retail stores, include Coleman®, Bernzomatic®, Balloon Time®, Mag Torch® and Well-X-Trol®. Worthington’s WAVE joint venture with Armstrong is the North American leader in innovative ceiling solutions.
Headquartered in Columbus, Ohio, Worthington operates 56 facilities in 15 states and six countries, sells into over 90 countries and employs approximately 7,500 people. Founded in 1955, the Company follows a people-first philosophy with earning money for its shareholders as its first corporate goal. Relentlessly finding new ways to drive progress and practicing a shared commitment to transformation, Worthington makes better solutions possible for customers, employees, shareholders and communities.
Safe Harbor Statement
The Company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act"). Statements by the Company which are not historical information constitute "forward looking statements" within the meaning of the Act. All forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from those projected. Factors that could cause actual results to differ materially include risks, uncertainties and impacts described from time to time in the Company's filings with the Securities and Exchange Commission, including those related to COVID-19 and the various actions taken in connection therewith, which could also heighten other risks.
Contacts:
SONYA L. HIGGINBOTHAM
VP, CORPORATE COMMUNICATIONS AND BRAND MANAGEMENT
614.438.7391 | sonya.higginbotham@worthingtonindustries.com
MARCUS A. ROGIER
TREASURER AND INVESTOR RELATIONS OFFICER
614.840.4663 | marcus.rogier@worthingtonindustries.com
200 Old Wilson Bridge Rd. | Columbus, Ohio 43085
WorthingtonIndustries.com
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/33730a86-daec-4802-945f-fc9bc78f9918
EXHIBIT 99.3
Worthington Industries Declares Increase in Quarterly Dividend
COLUMBUS, Ohio, June 24, 2020 (GLOBE NEWSWIRE) -- The board of directors of Worthington Industries, Inc. (NYSE: WOR) has declared a quarterly dividend of $0.25 per share, an increase of $0.01 per share from the prior quarter. The dividend is payable on Sept. 29, 2020, to shareholders of record Sept. 15, 2020. Worthington has increased its dividend for 10 consecutive years and has paid a quarterly dividend since it became a public company in 1968.
About Worthington Industries
Worthington Industries (NYSE:WOR) is a leading industrial manufacturing company delivering innovative solutions to customers that span many industries including transportation, construction, industrial, agriculture, retail and energy. Worthington is North America’s premier value-added steel processor and producer of laser welded products; and a leading global supplier of pressure cylinders and accessories for applications such as fuel storage, water systems, outdoor living, tools and celebrations. The Company’s brands, primarily sold in retail stores, include Coleman®, Bernzomatic®, Balloon Time®, Mag Torch® and Well-X-Trol®. Worthington’s WAVE joint venture with Armstrong is the North American leader in innovative ceiling solutions.
Headquartered in Columbus, Ohio, Worthington operates 56 facilities in 15 states and six countries, sells into over 90 countries and employs approximately 7,500 people. Founded in 1955, the Company follows a people-first philosophy with earning money for its shareholders as its first corporate goal. Relentlessly finding new ways to drive progress and practicing a shared commitment to transformation, Worthington makes better solutions possible for customers, employees, shareholders and communities.
Safe Harbor Statement
The Company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the “Act"). Statements by the Company which are not historical information constitute "forward looking statements" within the meaning of the Act. All forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from those projected. Factors that could cause actual results to differ materially include risks, uncertainties and impacts described from time to time in the Company's filings with the Securities and Exchange Commission, including those related to COVID-19 and the various actions taken in connection therewith, which could also heighten other risks.
Contacts:
SONYA L. HIGGINBOTHAM
VP, CORPORATE COMMUNICATIONS AND BRAND MANAGEMENT
614.438.7391 | sonya.higginbotham@worthingtonindustries.com
MARCUS A. ROGIER
TREASURER AND INVESTOR RELATIONS OFFICER
614.840.4663 | marcus.rogier@worthingtonindustries.com
200 Old Wilson Bridge Rd. | Columbus, Ohio 43085
WorthingtonIndustries.com