Good afternoon, and welcome to the Worthington Industries' Third Quarter 2013 Earnings Call. [Operator Instructions] This conference is being recorded at the request of Worthington Industries. If anyone objects, you may disconnect at this time. I'd like to introduce Ms. Cathy Lyttle, Vice President of Corporate Communications and Investor Relations. Ms. Lyttle, you may begin.

Thank you, Rochelle. Good afternoon, and welcome to our third quarter earnings conference call. Certain statements made on this call are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and could cause actual results to differ from those suggested. Please refer to our third quarter earnings release issued this morning for more detail on those factors that could cause actual results to differ materially. For anyone interested in listening to this call again, a replay will be made available on our company website, worthingtonindustries.com. On the call today are John McConnell, Chairman and Chief Executive Officer; Mark Russell, President and Chief Operating Officer; Andy Rose, Vice President and Chief Financial Officer. John will get us started.

Well, thank you, Cathy, and good afternoon, everyone. We appreciate you joining us today. [Indiscernible] this quarter, we're very happy with the performance of our business, and we are very proud of our employees who continue to drive Worthington Industries to new heights. Andy and Mark are both prepared to walk through the quarter in more detail. We'll get started with Andy.

Thank you, John, and good afternoon, everyone. The company's performance in the third quarter of fiscal 2013 was quite good once again, led by strong earnings growth in Cylinders, improved margins in our steel company and higher earnings from our joint ventures. Quarterly earnings per share of $0.52 were up $0.15 from the prior year or 41% and represents a record for Worthington's fiscal third quarter, something we are all very proud of. Inventory holding losses were [ph] phenomenal during the quarter, as they were in the prior year period. Volume growth was mixed in the third quarter. Cylinder volumes were essentially flat year-over-year, but this metric is becoming less and less meaningful as we add much larger and lower volume tanks to our portfolio in energy and alternative fuels. Steel Processing direct volumes were up 3% while toll volumes declined 26%. Excluding the planned wind-down of volumes from the MISA Metals acquisition, steel direct volumes were up 6%, while toll volumes declined 22%, mostly attributable to our Spartan joint venture. Spartan volumes are down over the last year due to our partner moving business to their in-house galvanizing facility as expected. Volumes have stabilized and the business remains solidly profitable. The Engineered Cabs business continues to be soft due to production declines at its largest customer. The business generated $4.7 million of EBITDA during the quarter before including corporate allocations and the fiscal year -- and for the fiscal year is expected to be only 15% to 20% below the run rate when we acquired the business in December 2011. Mark Russell will elaborate on a number of positive developments in the business and why the future prospects of the Cabs segment are good. Equity income from our joint ventures during the quarter was up 2% over last year…

Thanks, Andy. Many of you may have seen the recently released MSCI Industry data. That's helpful context for looking at our results. It shows that the overall steel flat-rolled market is fairly even with relatively stable volume and pricing and manageable mill capacity utilization and reasonable lead times for our most products. Automotive is still our biggest market and has shown relatively steady demand. Building and construction has shown signs of life, though still much more on the residential side than commercial. Agriculture has been steady on the equipment side, weaker on the infrastructure side. Large earthmoving and mining equipment demand is still in correction. We've seen continued evidence of destocking there. When viewed against this backdrop, we think the results in our steel company continue to show the strength of our data-driven and accountability-focused transformation approach with continued sourcing and inventory discipline, operational efficiency, commercial excellence driving earnings growth in this core business. The transformation approach is yielding similar results in Cylinders, which has formed their own excellence team as steel has done previously, driving improvements in their base business as well as in newly acquired entities. The continued strong growth of Cylinders has driven us to a notable milestone in the history of Worthington. Since 1955, the steel company has been Worthington's largest entity by all key measures. The growth of Cylinders has been so significant that we now have more capital employed in the Cylinders business than in the steel company. The Cylinders has more growth prospects on the horizon, especially in the energy production and alternative fuels markets. Sales in the alternative fuels markets surpassed $18 million this quarter, up 25% year-on-year. Sales growth in energy production was, of course, off the charts since it's a new segment for us. Energy production in alternative fuels will…

Well, thank you both for your overview of the quarter. And why don't we just get right to your questions?

[Operator Instructions] For our first question, from the line of Martin Englert of Jefferies. Martin Englert - Jefferies & Company, Inc., Research Division: December saw a modest pickup in flat-rolled steel prices. It looked like the quarterly average was up a bit. Also, when you look at the direct versus tolling, that continues to increase there, as you noted. Can you talk about the impact that, that has had on the operating income per ton within the steel segment and how you would expect that to trend with the direct versus tolling mix in the future quarters?

I think the biggest impact there is just going to be related to the shift in mix of direct versus toll, and you may have heard us mention one of our facilities, a joint venture facility, Spartan, we've seen a decline in volume as our partner there has built a line of their own and has taken some of that volume in-house. That's probably the biggest driver there. I would not expect that trend to continue just because we've seen volume stabilize in that facility. I think our bias is that there may be some opportunity for those volumes to actually start to go back up, probably not immediately to the levels where they were, but I would think that the trend would be somewhat stable from here on out depending on the mix of toll versus direct. Martin Englert - Jefferies & Company, Inc., Research Division: Okay. Are you able to provide any other detail within Cylinders when you look among the different end users there within retail, industrial and then alternative fuels as far as year-over-year growth rates in volumes?

We have not historically broken those end markets out, although we did last year during -- in our 10-K, we broke out the revenue by segment. And I can't remember actually if we broke out the volume by segment or not. I'm guessing we probably didn't. But we're starting to -- we'll likely do that again at the end of this fiscal year as we are starting to somewhat change the way we manage the business internally in Cylinders as those businesses grow and expand. So we can't give you any detail now is the short answer, but we'll likely give you some more detail in our next quarter's announcement. Martin Englert - Jefferies & Company, Inc., Research Division: Sure. And if I could, one more question. When you think about the business units as a whole now heading into this construction cycle versus the last, can you talk about the leverage or opportunity there? What kind of exposure you think you have?

Yes, I would say we have -- still have a fair amount of leverage there. We still own 25% of the Metal Framing business, as you know. That business is making money once again, which is a good thing. We still have exposure in our steel company. I think our sales exposure there is around 11% now if I'm not mistaken. But that used to represent over 20% of the steel company's volume, so there's a significant upside there in the steel business. And then, obviously, WAVE is a commercial construction business as well. The interesting thing that's happened to WAVE in the downturn is their business mix had shifted to 80%, potentially even a little bit higher, of remodel as opposed to new construction. But when new construction comes back, we would expect WAVE to benefit from that as well.

Construction is traditionally our second largest market. And if we were a 3- or 4-cylinder engine, we've been running on half, one cylinder down basically. And when construction comes back, it should give us substantial upside, that's my view, in all of the businesses that Andy mentioned.

It could also impact Cylinders with the benefit in rural areas where they're using propane as the primary fuel source. As new housing picks up, so will the usage of those system tanks.

Next question from the line of Arun Viswanathan of Longbow Research.

Maybe I just want to get a little bit more detail on the guidance. You said that you expect a good quarter. Obviously, the environment's a little different than it was last year at this time. But can you give us a little bit more detail? I mean, that quarter, you saw Cylinders up at 24 million tons. Was there some seasonality there? What are you expecting in the next quarter for Cylinders as well as Processing?

Yes. Unfortunately, we don't give guidance. I think the one thing I can say -- detailed guidance, I should say. What we've said here is maybe a couple of things. One is seasonally, the fourth quarter is our strongest quarter anyway. And I think with a number of the initiatives related to transformation, as well as some of the new additions in terms of our M&A activity, our business is performing relatively well compared to maybe what the general economy is seeing. And as a result, we expect a pretty solid quarter. But beyond that, we're not going to give any detailed guidance.

Okay, yes, fair enough. If -- another question I have was on SG&A, it appeared that it was a little bit higher than what I expected, especially in Cylinders. Was that just a function of a slightly different mix or -- and do you expect that to come down in future quarters as you get further along in the transformation? I think, in the past, you've noted that you were in maybe 5 out of the 14 sites you've gone through transformation. Where do you stand on that? And do you expect future SG&A declines in Cylinders?

Yes. The SG&A increase is attributable to a couple of things. One is we're a profit sharing company, so improved performance in that business segment is driving higher compensation expense. Secondly, acquisition activity is adding SG&A there. And with respect to weather, we expect it to come down. To be honest, without going and looking at some detailed numbers, I can't give you a good feel for that.

And how far along are you in the transformation, I guess, in the different segments maybe on a percent basis or how much further along do you have to go?

We're still less than halfway through in Cylinders. And as they continue to acquire, we're going to -- at this rate, we're going to stay halfway done because they continue to add locations at a fairly rapid clip.

And the way we approach transformation is we go plant-by-plant and spend about 8 to 10 weeks at each facility, and I believe they just kicked off their fifth facility in Cylinders, and I think we're up to 15 or 16 locations right now. So we've got a ways to run in that business. And as you heard Mark mention in his comments, we're in the second, ready to go to the third facility in Cabs.

Great. I'm sorry, if I can, just one last question. On the M&A side, you said that there are still some good opportunities. What are you seeing there? What can we expect? Is it likely to be more bolt-ons in some of these targeted areas like alternative fuels and so on? Or what are you looking at and what do you see in the environment right now?

Yes, the strategy in Cylinders has been and will continue to be to look for new products, new geographies and also to concentrate market positions where it makes sense. But overall, what we're trying to do is acquire in higher growth end markets so energy, alternative fuels and also acquire higher-margin businesses. And typically, in Cylinders, we find that the margin profiles of a lot of these companies are attractive. We can buy these businesses at reasonable prices. There's almost always synergies. We can plug them into our global sales force suite. There may be steel purchasing synergies because we are a large buyer of steel. And then we can drive our transformation through, which is going to enhance the operating performance and potentially working capital of the business. So the combination of all of those things make that an attractive market for us to continue to consolidate. In terms of the size, I wouldn't expect to see us do billion-dollar transactions for a couple of reasons: One, we don't like that risk profile. We're not a bet-the-ranch kind of company. But then secondly, there just really aren't any huge cylinder acquisitions out there. I shouldn't say there aren't any, there's probably a few. But most of the industry is relatively small and fragmented, so it's a good structure for us to consolidate.

And next question from the line of Aldo Mazzaferro of Macquarie.

On the -- I just wonder if you could help fill out a little bit of the seasonal pattern in your business and if it's changed since history. I heard you say that fourth quarter is the strongest. Second quarter, third quarter, first quarter, could you give us a little feel for how those compare?

Yes, I would say the fourth quarter has traditionally always been the strongest, and I would expect it will continue to be. Our fiscal first quarter, which is June, July, August, is typically the second strongest. I would say that's likely to continue. The 2 that have -- are somewhat flip-flopping a little bit are the second and third quarter. You heard us mention this was the highest earnings per share ever for our fiscal third quarter. I actually was just looking at this earlier today. For the last 3 or 4 years, that's generally been the case, although it's been rough sledding a little bit because of the downturn, et cetera, so there's been a lot of noise in the system. If you go back beyond that, typically the second quarter was our third strongest and then the third quarter was sort of the laggard, if you will. That may be flip-flopping. It may be too early to tell, I guess. We need a few more data points, I think, to sort of determine if that's a permanent switch.

Right. So it sounds like this quarter you just reported was either your weakest or your second weakest quarter, seasonally.

That's correct, yes.

Although, Aldo, with that said, as Andy said, that effect is diminishing as we get bigger and have more areas of focus. What drove it traditionally in the steel company was automotive shutdowns, the typical July and end-of-year shutdowns and then the seasonality of some of the demands for cylinders products and then the building construction season in the northern latitudes and all those things are more muted. At least, they're a smaller proportion than they used to be.

Right. I get it. Can I ask another question on the automotive, well, actually, the alternative fuel sales? Can you say what type of customers are driving that 25% increase? Is it the big auto companies? Or is it other users?

Our biggest customers are automotive for that. And we are -- we provide the cylinder for the Honda Civic Natural Gas version. We're working with the other automakers for some existing special products and also -- as well as OEM products. So that's just a -- that's a market with huge potential growth in front of it.

The biggest driver of the market today, though, is the commercial vehicle market as opposed to the consumer market as you would have a sense. You don't see a ton of natural gas vehicles being driven by consumers, but you are seeing more and more driven by the fleet vehicles, at least today.

Yes. I read an article that said that even locomotives are considering natural gas-driven.

Anything with wheels moves most cheaply and cleanly on natural gas.

So you think the locomotives and long-haul trucking would require cryogenic tanks, though?

The long-haul trucks do use cryogenic tanks, that is true.

Next question from the line of Michelle Applebaum of Steel Market Intelligence.

I know I've always said that I think saying congratulations is specious, but it's at least impressive to see this kind of a quarter with almost no contribution from Cabs in this time of year and what's going on in the flat-rolled market. So really nice job, really terrific job. I had a technical glitch for a second. I didn't really hear -- have you talked much about Cabs and what you're going to do and what's going on there? I'm trying to figure out is the problem entirely what's happening in the end market, one customer? Or is there -- are there other things going on?

There's a couple of things that make this confusing. One is that -- well, first of all, as it relates to the market, it's principally concentrated in their largest customer. They have seen softness in a few other customers, but there are also customers, particularly on the ag side, where demand is still very robust. So it's a little bit of a mixed picture. But their largest customer, which is well publicized, has seen -- has excess inventory and some slowdown in demand. So that's really what's driving somewhat of the slowdown there. The other thing that makes this confusing is this is a business that we acquired, was performing at a certain level. We immediately, because of the way accounting works, add corporate overhead onto it that's not necessarily related to the business. We also apply purchase accounting, which adds to the expense of the business. And so what appears to be a business that is making no money for us is actually quite cash flow positive, and that's one of the reasons I called out in my speech the EBITDA level for the quarter because it is contributing. It is absorbing some corporate overhead and it is a cash flow-positive business. It's underperforming, there's no question, from where we bought it. But it's not maybe the disaster that it might seem if you just look at a business that's not making any money.

Okay. And what are your plans? You talked about last time that you could work on costs and that kind of thing there, but you were concerned about doing too much there because you might miss an upturn. What are your feelings since the last call?

Michelle, that's exactly what we will do. We have already reduced the variable costs accordingly. We're not going to reduce our productive capacity, so that we're ready when this gets sorted out. Part of this is an inventory correction, and you can see that in the reported results of the customers we're talking about. They not only have a slowdown in the markets there and particularly in the market for mining equipment and large earthmoving equipment, but there's also, with a lot of inventory in the pipeline, they needed to get worked out. That's happening and when it gets sorted out, we expect the business to come back.

Okay. Any idea of the time frame?

No, we couldn't predict that. All we can say is the same thing that you can see, which is it is working itself out. And if you look at their numbers, you can see it is getting worked out, and you can do your own the extrapolation on that, but it is working itself out. When it's done, it will come back.

Well, it's -- overall results, I think, is -- that's what we're looking for. So with -- given the level of performance, it's really -- you're really knocking the cover off the ball, so great job.

Next question from the line of Richard Garchitorena of Credit Suisse. Richard Garchitorena - Crédit Suisse AG, Research Division: So first question, on Pressure Cylinders, I know Andy mentioned that realized price is higher related to larger units. So are this quarter's pricing and unit volumes, is that a good indication of where to expect it to be going forward? Or are you going to see continued sort of increasing prices as you further build out your Westerman, that type of thing?

That's a very difficult question to answer, Richard, just because we now have such a broad mix of different products. I mean, we have tanks that sell for $2 and we have tanks that sell for $200,000. So it really -- depending on the mix in any given quarter, it's going to really drive your unit costs there and your -- I guess, your unit price, I think is what you referenced. So I think we are migrating up. I think that trend, as long as you see us continue to do more in some of the energy and alternative fuels segments, you will see that those numbers continue to creep up. But again, quarterly fluctuations can also impact that. That's why one of the comments I made related to Cylinders volumes, and I think somebody asked the question earlier about can we break out volumes by segment, that's something we've contemplated just because it's -- a total volume number in Cylinders is just getting complex and really doesn't really tell you anything. Richard Garchitorena - Crédit Suisse AG, Research Division: Okay, that's helpful. But I guess when you look at the margin, they've improved from Q1 to Q3 by a full percentage point. That really is a function of what Westerman has added, would you say?

It's a couple of things. Westerman is going to be part of that. There's also been -- the Cylinders team has done a good job of bringing down some of their costs, their manufacturing costs, particularly their input costs. You've also seen some reduction in SG&A related to the corporate side of things as other businesses have grown, et cetera. So I think it's a combination of a number of factors.

In simple terms, in the broadest terms, it's a function of showing that we're succeeding at what we said our primary goals were, which were to increase our margins and decrease our volatility. And that's where our focus is and that's what we hope you'll continue to see in the results. Richard Garchitorena - Crédit Suisse AG, Research Division: Okay, great. And then a follow-up. CapEx this quarter was just under $10 million. And I think around June of last year, you had guided to a number close to $70 million in CapEx. So, but the -- for the fourth quarter, do you see another step-up in CapEx or has that changed at all?

I think our current number for the year, our look, is somewhere between $50 million and $55 million. I was telling somebody the other day we -- when we budget CapEx, after the 4 years that I've been here, we've always overshot. I think, partly this year it's attributable to -- there were some CapEx in the Cabs segment that we dialed back because of the performance. And I think in some of our other businesses, we've just been less aggressive about spending it. So I'd use a kind of a $50 million to $55 million number for the year. Richard Garchitorena - Crédit Suisse AG, Research Division: Great, that's very helpful. My last question, can you just give us your general sense, I guess, obviously, a lot of us have looked at the data on ABI and the commentary around potential recovery. Generally speaking, with WAVE and the other businesses that have some exposure to that, do you sense that this year's any different than last year? Or is it still very cautious optimism, I guess, is a way to put it?

That's exactly how I would put it, Richard. I think, cautious optimism, you see a lot of healthy signs out there. The residential and multifamily strength is well underway now, and the question now turns to commercial. You see the same ABI numbers that we do, so there's some evidence of some activity there. So it's cautiously optimistic, I'd say.

[Operator Instructions] You have a question from the line of Mark Parr of KeyBanc.

So I was wondering on -- in the Cylinders side, can you give us some color on the alternative energy market and how much growth you're achieving and whether you're seeing opportunity for further acceleration or a stabilization of growth over the next couple of quarters?

Mark, the answer is unequivocally yes on both fronts. And we are seeing obviously the growth in M&A, which you can see and we'll continue to look for opportunities there. But also, you're going to see more organic growth here. This is where we're putting a lot of our energy and our focus. We have 2 different cryo prototypes working at the moment. We are looking at every opportunity we have there, and there are just a lot of them. It's a fast-growing market and we're very focused on it.

Okay. Are you seeing the profitability of that business come in, in line with the overall business or overall Cylinders business? Or is there much of a difference there between?

Yes, there is. Yes, there is. And it's higher and that's why we're focused on it so we can increase our margins. It's definitely higher.

Okay, that's good color. I had another question. Just curious because your volume numbers in the steel business seemed meaningfully greater in terms of momentum than the service center data for the 3 months in your quarter. Just curious if there've been -- where the specific areas of strengths are? Where are the strongest areas that you're seeing, or maybe you're avoiding some of the areas that have been particularly weak like plate markets and OCTG markets. But just if you could give a little color on the end market momentum in the steel business.

Happy to do that, Mark. And I saw your commentary on the MSCI numbers and I agree with your characterization of those. It was pretty flat, and compared to it, we look a little stronger. And I would characterize that as -- based on 2 things: One is I think that our profile does match the markets that are stronger a little bit better. We're a little bit more exposed to those than the rest of the market is. And then two, I think we're managing things very adeptly commercially in the steel business. We have a discipline commercially there that we didn't have in years past. That approach -- our approach commercially in the steel business has been transformed, and I think you see it in the numbers.

And the next question is from the line of John Tumazos of John Tumazos Independent Research.

As you consider acquisitions and higher demand that had a nice title from the other company, a lot of businesses are hard to predict anymore. I have a fertilizers, nitrogens fertilizer stock where the Chinese are selling, knocking down the Midwestern nitrogen fertilizer price, and you wouldn't expect to have Chinese competition in that aspect of manufacturing. In the nonferrous metals last year, Chinese output was up 18%. Businesses are hard to predict. Now you have $525 million of equity other than goodwill and intangibles and almost $500 million of debt and other long-term liabilities. How much would you let your debt rise to make acquisitions?

The way we think about that, John, is we are focused on maintaining our investment grade credit rating. That's one of the metrics, which -- that puts us kind of at 2.5x debt-to-EBITDA multiple. Again, you heard me mention earlier, we're not trying to be the next leveraged buyout and get us maximum amount of leverage. We want to have a modest amount of leverage and we want to have a lot of liquidity. We have been through downturns in the past and we have been able to capitalize on those opportunities because we are not over-leveraged and we have lots of liquidity. So that philosophy continues to be part of the way we approach M&A and will continue to be that way going forward. The good news is when you buy companies and they perform, you generate additional cash flow, which enables you to pay down that debt very quickly. And the last couple of acquisitions that we've done, we've been able to pay them off in a quarter or less. So the fact that we're generating good solid cash flow. We bought Westerman back in, I believe, September. We paid $70 million, and we've already paid off all the debt we used to buy that business. So again, we'll take a relatively conservatively approach -- relatively conservative approach, try and be somewhat systematic in terms of buying 2, 3 businesses a year, integrating them well, make sure they're running well and then move on to the next one.

And there are no further questions in queue.

Thank you all again for joining us. We believe the overall economy and the markets we serve will continue to improve in a nonlinear fashion, and I look forward to a quarter I don't have this tagline, so long as our nation's or the world's economy does not suffer a significant shock resulting in retraction. We currently do not see such an event on the horizon, but we'll continue to operate, as Andy just went through, with close attention to our balance sheet. That said, we will also continue to pursue acquisitions we believe will help us meet our overall objectives of increasing our margins while decreasing the volatility of our earnings. We are making clear progress on both fronts. Again, thank you for joining us. We look forward to talking to you, reviewing our full fiscal year 2013 in May or in June. Thank you.

Okay, thank you. And ladies and gentlemen, this conference will be made available for replay after 3:30 p.m. today through March 28 at midnight. You may access AT&T executive replay system at anytime by dialing 1 (800) 475-6701, entering the access code 283584. International participants, dial (320) 365-3844. And that does conclude our conference for today. Thank you for your participation and for using AT&T Executive TeleConference service. You may now disconnect.