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Investments in Unconsolidated Affiliates
9 Months Ended
Feb. 28, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Investments in Unconsolidated Affiliates

Note D – Investments in Unconsolidated Affiliates

 

Investments in affiliated companies that we do not control, either through majority ownership or otherwise, are accounted for using the equity method. At February 28, 2023, we held noncontrolling investments in the following affiliated companies: Clarkwestern Dietrich Building Systems LLC (“ClarkDietrich”) (25%); Serviacero Planos, S. de R. L. de C.V. (“Serviacero Worthington”) (50%); Taxi Workhorse Holdings, LLC (“Workhorse”) (20%); and Worthington Armstrong Venture (“WAVE”) (50%).

 

On August 3, 2022, we sold our 50% noncontrolling equity interest in ArtiFlex Manufacturing, LLC (“ArtiFlex”) to the unaffiliated joint venture member for net proceeds of approximately $41,795,000, after adjustments for closing debt and final net working capital. Approximately $6,000,000 of the total cash proceeds were attributed to real property in Wooster, Ohio, with a net book value of approximately $6,300,000. This real property was owned by us and leased to ArtiFlex prior to closing of the transaction. For the nine months ended February 28, 2023, we recognized a pre-tax loss of $16,059,000 in equity income related to the sale, including a loss of $300,000 for the settlement of final transaction costs related to the sale during the three months ended February 28, 2023.

 

We received distributions from unconsolidated affiliates totaling $189,910,000 during the nine months ended February 28, 2023. We have received cumulative distributions from WAVE in excess of our investment balance amounting to $116,825,000, which is shown as a separate liability on our consolidated balance sheet at February 28, 2023. In accordance with the applicable accounting guidance, we have reclassified the negative investment balance to the liabilities section of our consolidated balance sheets. We will continue to record our equity in the net income of WAVE as a debit to the investment account, and if the investment balance becomes positive, it will again be shown as an asset on our consolidated balance sheets. If it becomes probable that any excess distribution may not be returned (upon joint venture liquidation or otherwise), we will recognize any negative investment balance classified as a liability as income immediately.

 

We use the “cumulative earnings” approach for determining cash flow presentation of distributions from our unconsolidated joint ventures. Distributions received are included in our consolidated statements of cash flows as operating activities, unless the cumulative distributions received, less distributions received in prior periods that were determined to be returns of investment, exceed our portion of the cumulative equity in the net earnings of the joint venture, in which case the excess distributions are deemed to be returns of the investment and are classified as investing activities in our consolidated statements of cash flows.

 

The following tables summarize combined financial information for our unconsolidated affiliates as of the dates, and for the periods presented:

 

 

February 28,

 

 

May 31,

 

(in thousands)

2023

 

 

2022

 

Cash and cash equivalents

$

83,482

 

 

$

68,563

 

Other current assets

 

820,978

 

 

 

1,148,029

 

Noncurrent assets

 

308,512

 

 

 

369,608

 

Total assets

$

1,212,972

 

 

$

1,586,200

 

 

 

 

 

 

Current liabilities

 

213,496

 

 

 

345,097

 

Short-term borrowings

 

10,000

 

 

 

5,943

 

Current maturities of long-term debt

 

48,898

 

 

 

33,054

 

Long-term debt

 

349,161

 

 

 

306,814

 

Other noncurrent liabilities

 

66,538

 

 

 

76,437

 

Equity

 

524,879

 

 

 

818,855

 

Total liabilities and equity

$

1,212,972

 

 

$

1,586,200

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

February 28,

 

February 28,

 

(in thousands)

2023

 

 

2022

 

2023

 

 

2022

 

Net sales

$

626,527

 

 

$

789,483

 

$

2,162,134

 

 

$

2,392,643

 

Gross margin

 

150,698

 

 

 

187,602

 

 

479,402

 

 

 

603,778

 

Operating income

 

107,994

 

 

 

144,575

 

 

353,177

 

 

 

475,341

 

Depreciation and amortization

 

6,774

 

 

 

7,831

 

 

21,826

 

 

 

23,907

 

Interest expense

 

4,607

 

 

 

2,661

 

 

11,197

 

 

 

7,833

 

Income tax expense (benefit)

 

(3,782

)

 

 

4,478

 

 

(410

)

 

 

20,938

 

Net earnings

 

111,135

 

 

 

136,346

 

 

349,556

 

 

 

449,149