-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TZTi7Lpcqkg/CWX33Mi3OfaopQzpPH95E+/djOQzxVtNTHb79AK+zw57rZQPtOit d5P7Y/sB0rfkvu8lM3IpKg== 0000950152-01-000263.txt : 20010123 0000950152-01-000263.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950152-01-000263 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001130 FILED AS OF DATE: 20010116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORTHINGTON INDUSTRIES INC CENTRAL INDEX KEY: 0000108516 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 311189815 STATE OF INCORPORATION: OH FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08399 FILM NUMBER: 1509153 BUSINESS ADDRESS: STREET 1: 1205 DEARBORN DR CITY: COLUMBUS STATE: OH ZIP: 43085 BUSINESS PHONE: 6144383210 MAIL ADDRESS: STREET 1: 1205 DEARBORN DR CITY: COLUMBUS STATE: OH ZIP: 43085 FORMER COMPANY: FORMER CONFORMED NAME: WORTHINGTON STEEL CO DATE OF NAME CHANGE: 19720123 10-Q 1 l85923ae10-q.txt WORTHINGTON INDUSTRIES, INC. 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 - Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2000 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to __________________ Commission File No. 1-8399 WORTHINGTON INDUSTRIES, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Ohio 31-1189815 - --------------------------------------------- --------------------------------- (State of Incorporation) (IRS Employer Identification No.) 1205 Dearborn Drive, Columbus, Ohio 43085 - --------------------------------------------- -------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (614) 438-3210 ----------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the Issuer's classes of common stock as of the latest practicable date. As of December 31, 2000, 85,375,425 of the Registrant's common shares, without par value, were outstanding. 1 2 WORTHINGTON INDUSTRIES, INC. INDEX PAGE ---- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets - November 30, 2000 and May 31, 2000.............................3 Condensed Consolidated Statements of Earnings - Three and Six Months Ended November 30, 2000 and 1999 .........5 Condensed Consolidated Statements of Cash Flows - Six Months Ended November 30, 2000 and 1999 ...................6 Notes to Condensed Consolidated Financial Statements...........7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...............9 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..............................15 SIGNATURES..................................................................15 2 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS WORTHINGTON INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) ASSETS
November 30, May 31, 2000 2000 ---------- ---------- (Unaudited) (Audited) CURRENT ASSETS Cash and cash equivalents $ 936 $ 538 Accounts receivable, less allowances of $4,881 at November 30, 2000 and $3,879 at May 31, 2000 154,502 301,175 Inventories Raw materials 132,206 144,903 Work in process 61,767 81,632 Finished products 77,668 64,669 ---------- ---------- Total Inventories 271,641 291,204 Other current assets 29,897 31,312 ---------- ---------- TOTAL CURRENT ASSETS 456,976 624,229 Property, plant and equipment 1,208,377 1,180,622 Less accumulated depreciation 350,247 318,110 ---------- ---------- Property, plant and equipment, net 858,130 862,512 Other Assets 193,543 187,132 ---------- ---------- TOTAL ASSETS $1,508,649 $1,673,873 ========== ==========
See notes to condensed consolidated financial statements. 3 4 WORTHINGTON INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) LIABILITIES AND SHAREHOLDERS' EQUITY
November 30, May 31, 2000 2000 ---------- ---------- (Unaudited) (Audited) CURRENT LIABILITIES Accounts payable $ 148,697 $ 157,998 Notes payable 56,692 160,194 Current maturities of long-term debt 2,498 2,688 Other current liabilities 70,378 112,390 ---------- ---------- TOTAL CURRENT LIABILITIES 278,265 433,270 Long-Term Debt 361,367 362,190 Other Liabilities 75,698 79,117 Deferred Income Taxes 129,226 125,942 Shareholders' Equity 664,093 673,354 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,508,649 $1,673,873 ========== ==========
See notes to condensed consolidated financial statements. 4 5 WORTHINGTON INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (In Thousands, Except Per Share) (Unaudited)
Three Months Ended Six Months Ended November 30, November 30, --------------------------- --------------------------- 2000 1999 2000 1999 --------- --------- --------- --------- Net sales $ 457,369 $ 473,331 $ 941,593 $ 936,242 Cost of goods sold 400,748 388,289 821,094 768,025 --------- --------- --------- --------- GROSS MARGIN 56,621 85,042 120,499 168,217 Selling, general & administrative expense 41,975 41,832 83,966 83,711 --------- --------- --------- --------- OPERATING INCOME 14,646 43,210 36,533 84,506 Other income (expense): Miscellaneous income (expense) (430) 24 (347) 986 Interest expense (9,550) (10,079) (18,907) (20,294) Equity in net income of unconsolidated affiliates 6,168 6,406 13,204 13,176 --------- --------- --------- --------- EARNINGS BEFORE INCOME TAXES 10,834 39,561 30,483 78,374 Income taxes 3,954 14,835 11,126 29,390 --------- --------- --------- --------- NET EARNINGS $ 6,880 $ 24,726 $ 19,357 $ 48,984 ========= ========= ========= ========= AVERAGE COMMON SHARES OUTSTANDING - DILUTED 85,755 89,483 85,755 89,796 EARNINGS PER COMMON SHARE - BASIC & DILUTED $ 0.08 $ 0.28 $ 0.23 $ 0.55 ========= ========= ========= ========= CASH DIVIDENDS DECLARED PER COMMON SHARE $ 0.16 $ 0.15 $ 0.32 $ 0.30 ========= ========= ========= =========
See notes to condensed consolidated financial statements. 5 6 WORTHINGTON INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited)
Six Months Ended November 30, --------------------------- 2000 1999 --------- --------- OPERATING ACTIVITIES Net Earnings $ 19,357 $ 48,984 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 35,848 35,285 Other adjustments (6,563) 26,482 Changes in current assets and liabilities 120,001 (19,521) --------- --------- Net Cash Provided By Operating Activities 168,643 91,230 INVESTING ACTIVITIES Investment in property, plant and equipment, net (32,697) (31,946) Proceeds from sale of assets 719 519 --------- --------- Net Cash Used By Investing Activities (31,978) (31,427) FINANCING ACTIVITIES Payments on short-term borrowings (103,502) (16,508) Proceeds from long-term debt 482 86 Principal payments on long-term debt (1,228) (4,633) Repurchase of common shares (737) (12,902) Dividends paid (27,441) (26,858) Other (3,841) 582 --------- --------- Net Cash Used By Financing Activities (136,267) (60,233) --------- --------- Increase (decrease) in cash and cash equivalents 398 (430) Cash and cash equivalents at beginning of period 538 7,641 --------- --------- Cash and cash equivalents at end of period $ 936 $ 7,211 ========= =========
See notes to condensed consolidated financial statements. 6 7 WORTHINGTON INDUSTRIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In Thousands) (Unaudited) NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended November 30, 2000 are not necessarily indicative of the results that may be expected for the year ended May 31, 2001. For further information, refer to the consolidated financial statements and footnotes thereto included in the Worthington Industries, Inc. 2000 Annual Report to Shareholders and incorporated by reference in the Form 10-K for the fiscal year ended May 31, 2000 of Worthington Industries, Inc. NOTE B - INDUSTRY SEGMENT DATA
Three Months Ended Six Months Ended November 30, November 30, -------------------------------- ----------------------------------- ($000) 2000 1999 2000 1999 -------------- -------------- ------------------ ---------------- NET SALES: Processed Steel Products $306,578 $316,012 $624,691 $616,416 Metal Framing 89,215 84,315 184,225 172,802 Pressure Cylinders 59,815 71,443 129,791 144,483 Other 1,761 1,561 2,886 2,541 -------------- -------------- ------------------ ---------------- $457,369 $473,331 $941,593 $936,242 ============== ============== ================== ================ OPERATING INCOME: Processed Steel Products $ 5,029 $27,491 $14,393 $51,252 Metal Framing 7,414 10,306 16,441 20,908 Pressure Cylinders 3,172 6,929 8,485 15,131 Other (969) (1,516) (2,786) (2,785) -------------- -------------- ------------------ ---------------- $14,646 $43,210 $36,533 $84,506 ============== ============== ================== ================
Nov. 30, May 31, 2000 2000 ------------------ ---------------- TOTAL ASSETS: Processed Steel Products $ 877,779 $ 1,049,579 Metal Framing 247,427 256,505 Pressure Cylinders 198,451 215,873 Other 184,992 151,916 ------------------ ---------------- $ 1,508,649 $ 1,673,873 ================== ================
7 8 NOTE C - COMPREHENSIVE INCOME Total comprehensive income was $5,842 and $25,386 for the three months ended November 30, 2000 and 1999, respectively. Total comprehensive income was $18,182 and $47,784 for the six months ended November 30, 2000 and 1999, respectively. NOTE D - SALE OF ACCOUNTS RECEIVABLE On November 30, 2000, Worthington Industries, Inc. (the "Company") and certain of its subsidiaries entered into a revolving trade receivables securitization facility. Pursuant to the terms of the facility, such subsidiaries of the Company will sell their accounts receivable to a wholly-owned, bankruptcy-remote subsidiary, Worthington Receivables Corporation ("WRC"). In turn, WRC will sell, on a revolving basis, up to $120.0 million undivided ownership interest in the purchased accounts receivable to independent third parties. The Company will continue to service the receivables. No servicing asset or liability has been recognized as the Company's cost to service the receivables is expected to approximate the servicing income. In accordance with the facility, WRC has sold $107.0 million of undivided interest in accounts receivable as of November 30, 2000. The proceeds from the sale were reflected as a reduction of accounts receivable on the condensed consolidated balance sheet and as operating cash flows in the condensed consolidated statement of cash flows. The sale proceeds were used to pay down short-term debt. NOTE E - ACQUISITION On October 13, 2000, Worthington Techs, L.P., a subsidiary of Worthington Industries, Inc., signed an agreement to acquire substantially all of the net assets of MetalTech, NexTech and GalvTech (collectively "the Techs"). This agreement has been terminated by mutual consent of both parties. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Statements contained in this Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission (the SEC), including, without limitation, the Management's Discussion and Analysis that follows, constitute "forward-looking statements" that are based on management's beliefs, estimates, assumptions and currently available information. Such forward-looking statements include, without limitation, statements relating to future operating results, growth, stock appreciation, projected capacity levels, pricing trends, anticipated capital expenditures, plant start-ups and capabilities and other non-historical information. 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, product demand, changes in product mix and market acceptance of products; changes in pricing or availability of raw materials, particularly steel; capacity restraints and efficiencies; conditions in major product markets; delays in construction or equipment supply; ability to integrate recent acquisitions; inherent risks of international development, including foreign currency risks; the ability to improve processes and business practices to keep pace with the economic, competitive and technological environment; general economic conditions, business environment and the impact of governmental regulations, both in the United States and abroad; and other risks described from time to time in filings with the SEC. OVERVIEW Worthington Industries, Inc. is a diversified steel processor that focuses on value-added steel processing and metals-related businesses. We operate 40 facilities worldwide, principally in three reportable business segments: Processed Steel Products, Metal Framing and Pressure Cylinders. We also hold equity positions in seven joint ventures which operate 15 facilities worldwide. RESULTS FROM OPERATIONS The following discussion and analysis of financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements included elsewhere in this report. Our Annual Report on Form 10-K for the fiscal year ended May 31, 2000, includes additional information about Worthington, our operations and our financial position, and should be read in conjunction with this Quarterly Report on Form 10-Q. SECOND QUARTER - FISCAL 2001 COMPARED TO FISCAL 2000 For the second quarter ended November 30, 2000 (the "second quarter") of the fiscal year ending May 31, 2001 ("fiscal 2001"), net sales decreased 3% to $457.4 million, down $15.9 million from the comparable quarter of the fiscal year ended May 31, 2000 ("fiscal 2000"). The overall decrease in net sales was due to softening demand within the Processed Steel Products and Pressure Cylinders segments as well 9 10 as competitive pricing pressure in all segments. The following provides further information on net sales by segment: - Processed Steel Products. Net sales decreased 3% to $306.6 million for the second quarter of fiscal 2001 from $316.0 million in the comparable quarter of fiscal 2000. The decline in net sales primarily was due to a general economic slow-down resulting in lower shipments from every plant, except Monroe and Decatur. In addition, toll-processing shipments decreased 16% as integrated steel mills experienced lower demand and retained much of this business. The dry lube line at our Monroe facility continued to provide substantial volume increases and the expanded annealing capabilities of Decatur allowed for additional shipments. - Metal Framing. Net sales of $89.2 million for the second quarter of fiscal 2001 increased 6% from $84.3 million in the comparable quarter of fiscal 2000. The increase in net sales was mainly attributable to continued strength in the building products line of business. However, severe competitive pressures reduced the average selling prices, partially offsetting the volume increases. - Pressure Cylinders. Net sales decreased 16% to $59.8 million for the second quarter of fiscal 2001 from $71.4 million in the comparable quarter of fiscal 2000. The decrease was due to lower sales volumes in the portable LPG, refrigerant and industrial gas cylinders resulting from the weakening economy and the competitive pressure in the European market. Gross margin on sales decreased to 12.4% for the second quarter of fiscal 2001 from 18.0% in the comparable quarter of fiscal 2000. Most of the decline occurred in the Processed Steel Products segment due to the lower spread between selling prices and raw material costs and the decrease in toll processing. For the second quarter of fiscal 2001, selling, general and administrative ("SG&A") costs of $42.0 million were virtually unchanged from the comparable quarter of fiscal 2000. Higher health care and salary expenses were offset by the lack of Y2K consulting expenses in fiscal 2001. Operating income decreased 66% to $14.6 million for the second quarter of fiscal 2001 from $43.2 million in the comparable quarter of fiscal 2000. The decrease in operating income primarily was due to the inability to pass through higher raw material costs to customers in the Processed Steel Products and Metal Framing segments, and due to shrinking demand in certain markets in the Processed Steel Products and Pressure Cylinders segments. The following provides further information on operating income by segment: - Processed Steel Products. Operating income decreased 82% to $5.0 million for the second quarter of fiscal 2001 from $27.5 million in the comparable quarter of fiscal 2000. The higher average cost of raw materials, a shift to lower margin products and reductions in direct and toll processing volumes all negatively impacted operating income. 10 11 - Metal Framing. Operating income decreased 28% to $7.4 million for the second quarter of fiscal 2001 from $10.3 million in the comparable quarter of fiscal 2000. Despite the sales volume increase, lower selling prices, increased raw material costs and unfavorable product mix resulted in a decrease in operating income. - Pressure Cylinders. Operating income decreased 54% to $3.2 million for the second quarter of fiscal 2001 from $6.9 million in the comparable quarter of fiscal 2000. The decrease was due to lower sales volumes and unfavorable overall product mix. Interest expense decreased 5% to $9.6 million for the second quarter of fiscal 2001 from $10.1 million in the comparable quarter of fiscal 2000. The DECS liability was paid off in the fourth quarter of fiscal 2000 resulting in no comparable interest expense during fiscal 2001. However, this was partially offset by higher average short-term debt levels and interest rates. The second quarter average interest rate on short-term unsecured notes payable was 6.93% for fiscal 2001 compared to 5.54% in the second quarter of fiscal 2000. At November 30, 2000, approximately 86.5% of our $420.6 million of consolidated debt was at fixed rates of interest. Equity in net income of unconsolidated affiliates decreased 4% to $6.2 million for the second quarter of fiscal 2001 from $6.4 million in the comparable quarter of fiscal 2000. The main reason for the decrease from the prior year was lower margins at the TWB and WSP joint ventures due to increases in raw material costs and lower sales, respectively. The effective tax rate for the second quarter of fiscal 2001 was 36.5%, down from 37.5% in fiscal 2000, due to ongoing tax planning initiatives, primarily in the state and local tax areas. YEAR-TO-DATE - FISCAL 2001 COMPARED TO FISCAL 2000 For the first six months of fiscal 2001, net sales increased 1% to $941.6 million, up $5.4 million from the comparable period of fiscal 2000. The overall increase in net sales was volume driven within the Processed Steel Products and Metal Framing segments partially offset by lower selling prices in all segments. The following provides further information on net sales by segment: - Processed Steel Products. Net sales increased 1% to $624.7 million for the first six months of fiscal 2001 from $616.4 million in the comparable period of fiscal 2000. The increase in net sales was primarily due to higher volumes at our Decatur plant, resulting from expanded annealing capacity and at our Monroe plant, where the dry lube line continued to provide volume increases. Lower volumes at most of the other plants and an 18% decrease in toll processing almost offset these increases. 11 12 - Metal Framing. Net sales of $184.2 million for the first six months of fiscal 2001 increased 7% from $172.8 million in the comparable period of fiscal 2000. The increase in net sales was principally volume driven in the building products line of business partially offset by continuing decreases in sales prices brought on by stiff competition. - Pressure Cylinders. Net sales decreased 10% to $129.8 million for the first six months of fiscal 2001 from $144.5 million in the comparable period of fiscal 2000. The decrease was due to softening global demand in the refrigerant, portable LPG and industrial gas cylinders resulting from the weakening economy and lower volumes in the competitive European market. Gross margin on sales decreased to 12.8% for the first six months of fiscal 2001 from 18.0% in the comparable period of fiscal 2000. The majority of the decline occurred in the Processed Steel Products segment due to the inability to pass on the cost of higher priced raw materials in a declining market and due to lower toll processing volumes. For the first six months of fiscal 2001, SG&A costs of $84.0 million were flat compared to the first six months of fiscal 2000. Increased health care and salary expenses were offset by the lack of Y2K consulting expenses in fiscal 2001. Operating income decreased 57% to $36.5 million for the first six months of fiscal 2001 from $84.5 million in the comparable period of fiscal 2000. The inability to pass through higher raw material costs to customers in the Processed Steel Products and Metal Framing segments coupled with lower demand in certain markets in the Pressure Cylinders segment, led to the overall decrease in operating income. The following provides further information on operating income by segment: - Processed Steel Products. Operating income decreased 72% to $14.4 million for the first six months of fiscal 2001 from $51.3 million in the comparable period of fiscal 2000. The main reasons for the reduction in operating income were higher average raw material prices, changes in sales mix to lower margin products and lower toll processing volumes. - Metal Framing. Operating income decreased 22% to $16.4 million for the first six months of fiscal 2001 from $20.9 million in the comparable period of fiscal 2000. Lower selling prices and unfavorable raw material variances outweighed the sales volume increases resulting in lower operating income. - Pressure Cylinders. Operating income decreased 44% to $8.5 million for the first six months of fiscal 2001 from $15.1 million in the comparable period of fiscal 2000. The decrease primarily was attributable to lower volumes and unfavorable overall product mix. Interest expense decreased 7% to $18.9 million for the first six months of fiscal 2001 from $20.3 million in the comparable period of fiscal 2000. The DECS liability was paid off in the fourth quarter of fiscal 2000 resulting in no comparable interest expense 12 13 during fiscal 2001. However, this was partially offset by higher average short-term debt levels and interest rates. The average interest rate on short-term unsecured notes payable for the first six months of fiscal 2001 was 6.84% compared to 5.39% for the first six months of fiscal 2000. Equity in net income of unconsolidated affiliates was unchanged at $13.2 million for the first six months of both fiscal 2001 and fiscal 2000. Increases in sales and operating income at the WAVE and Acerex joint ventures were offset by lower margins at the TWB and WSP joint ventures due to increases in raw material costs and lower sales, respectively. The effective tax rate for the first six months of fiscal 2001 was 36.5%, down from 37.5% in fiscal 2000, primarily due to ongoing state and local tax planning initiatives. LIQUIDITY AND CAPITAL RESOURCES For the first six months of fiscal 2001, we generated $168.6 million in cash from operating activities representing a $77.4 million increase from the comparable period of fiscal 2000. The increase primarily was due to the sale of $107.0 million in accounts receivable and a reduction in inventories. Partially offsetting these factors were a $31.0 million tax payment relating to the tax gain from the disposition of our investment in the common shares of Rouge Industries (which occurred in the fourth quarter of fiscal 2000) and lower net income. In November 2000, we entered into a $120.0 million revolving trade receivables securitization ("TRS") facility with a commercial bank. Under the TRS, certain of our subsidiaries sell receivables to Worthington Receivables Corporation ("WRC"), a wholly-owned, bankruptcy-remote subsidiary. WRC will sell undivided ownership interests in the receivables to third parties. As of November 30, 2000, $107.0 million of accounts receivable had been sold. The proceeds from this sale were used to reduce short-term borrowings. During the first six months of fiscal 2001, we invested $32.7 million in capital projects, paid our shareholders $27.4 million in dividends and provided for our working capital requirements. These transactions were funded by the cash flow from operations. Capital investments during the first six months included amounts for completing the annealing capacity at the Decatur, Alabama plant, adding the ability to apply a dry film lubricant at the Monroe plant and continued construction on Gerstenslager's Clyde facility, all within the Processed Steel Products segment. Expenditures were made in the Metal Framing segment for plant startups in Seattle and Hawaii, in the Pressure Cylinders segment for a new low-pressure cylinder line in Portugal, and in our steel pallet business, SteelPac, for additional weld cells. Net working capital decreased $12.2 million from May 31, 2000 to $178.7 million at November 30, 2000. The majority of the decrease was due to a reduction in 13 14 accounts receivable caused by lower sales levels and a planned decrease in inventory levels, partially offset by the previously mentioned tax payment. During the first six months of fiscal 2001, we did not repurchase any of our common shares. However, we did disburse $737,000 in cash for common shares that were purchased in the fourth quarter of fiscal 2000. As of November 30, 2000, approximately 2.9 million common shares remain available for repurchase under programs authorized by our Board of Directors. The timing and amount of any future repurchases will be at our discretion and will depend upon market conditions and our operating performance and liquidity. Any repurchase will also be subject to the covenants contained in our credit facilities and our other debt instruments. We use short-term uncommitted lines of credit extended by various commercial banks as part of our strategy to finance our business operations. Maturities on these borrowings typically range from one to ninety days. We also maintain a $190.0 million revolving credit facility (the "Revolver") with a group of commercial banks, which expires in May 2003. There were no outstanding borrowings under the Revolver at November 30, 2000. At November 30, 2000, our total debt was $420.6 million compared to $525.1 million at the end of fiscal 2000 due to the previously mentioned reduction of short-term debt from the proceeds of the accounts receivable sale. This decreased the debt to committed capital ratio to 38.8% from 43.8% at the end of fiscal 2000. On October 13, 2000, Worthington Techs, L.P., a subsidiary of Worthington Industries, Inc., signed an agreement to acquire substantially all of the net assets of MetalTech, NexTech and GalvTech (collectively "the Techs"). This agreement was terminated by mutual consent of both parties. From time to time, we engage in discussions with respect to selected acquisitions and expect to continue to assess acquisition opportunities as they arise. Additional financing may be required if we decide to make additional acquisitions. There can be no assurance, however, that any such opportunities will arise, any such acquisitions will be consummated or that any needed additional financing will be available on satisfactory terms when required. Absent any acquisitions, we anticipate that cash flows from operations, working capital and unused short-term borrowing capacity should be more than sufficient to fund expected normal operating costs, dividends, and capital expenditures for our existing businesses. 14 15 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. Exhibits: None Reports on Form 8-K: A Current Report on Form 8-K, dated October 13, 2000, was filed during the second quarter of fiscal 2001 to summarize the material provisions of the agreement to acquire the Techs' net assets and to provide historical financial statements of the Techs and pro forma financial information regarding the acquisition. This information was provided under Item 5 - Other Events. SIGNATURES 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 thereunto duly authorized. WORTHINGTON INDUSTRIES, INC. Date: January 15, 2001 By: /s/John T. Baldwin ------------------ ------------------- John T. Baldwin Vice President & Chief Financial Officer (On behalf of the Registrant and as Principal Financial Officer 15 -----END PRIVACY-ENHANCED MESSAGE-----