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Investments in Unconsolidated Affiliates
9 Months Ended
Feb. 28, 2019
Equity Method Investments And Joint Ventures [Abstract]  
Investments in Unconsolidated Affiliates

NOTE C – 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.  These include ArtiFlex Manufacturing, LLC (“ArtiFlex”) (50%), Clarkwestern Dietrich Building Systems LLC (“ClarkDietrich”) (25%), Samuel Steel Pickling Company (31.25%), Serviacero Planos, S. de R. L. de C.V. (“Serviacero Worthington”) (50%), Worthington Armstrong Venture (“WAVE”) (50%), and Zhejiang Nisshin Worthington Precision Specialty Steel Co., Ltd. (10%).  

We received distributions from unconsolidated affiliates totaling $131,888,000 during the nine months ended February 28, 2019, including $60,000,000 of one-time special distributions from WAVE, comprised of $35,000,000 related to the pending sale of the international operations and $25,000,000 in connection with a financing transaction.  We have received cumulative distributions from WAVE in excess of our investment balance, which resulted in an amount recorded within other liabilities on our consolidated balance sheets of $124,198,000 at February 28, 2019.  In accordance with the applicable accounting guidance, we reclassified the negative investment balance to the liabilities section of our consolidated balance sheet.  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 sheet.  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.  We received excess distributions from WAVE of $56,693,000 during the nine months ended February 28, 2019.

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)

2019

 

 

2018

 

Cash

$

41,087

 

 

$

52,812

 

Other current assets

 

595,417

 

 

 

590,578

 

Current assets for discontinued operations

 

35,609

 

 

 

37,640

 

Noncurrent assets

 

363,992

 

 

 

358,927

 

Total assets

$

1,036,105

 

 

$

1,039,957

 

 

 

 

 

 

 

 

 

Current liabilities

$

234,230

 

 

$

166,493

 

Current liabilities for discontinued operations

 

8,744

 

 

 

7,142

 

Short-term borrowings

 

21,983

 

 

 

26,599

 

Current maturities of long-term debt

 

23,216

 

 

 

23,243

 

Long-term debt

 

322,306

 

 

 

259,588

 

Other noncurrent liabilities

 

18,734

 

 

 

17,536

 

Equity

 

406,892

 

 

 

539,356

 

Total liabilities and equity

$

1,036,105

 

 

$

1,039,957

 

 

 

Three Months Ended February 28,

 

 

Nine Months Ended February 28,

 

(in thousands)

2019

 

 

2018

 

 

2019

 

 

2018

 

Net sales

$

454,579

 

 

$

403,426

 

 

$

1,433,840

 

 

$

1,258,667

 

Gross margin

 

77,706

 

 

 

72,828

 

 

 

257,033

 

 

 

230,185

 

Operating income

 

47,392

 

 

 

41,546

 

 

 

164,360

 

 

 

133,313

 

Depreciation and amortization

 

6,310

 

 

 

5,406

 

 

 

19,368

 

 

 

18,534

 

Interest expense

 

3,529

 

 

 

2,564

 

 

 

9,836

 

 

 

7,517

 

Income tax expense (benefit)

 

1,877

 

 

 

(1,095

)

 

 

9,970

 

 

 

2,069

 

Net earnings from continuing operations

 

40,196

 

 

 

36,058

 

 

 

141,613

 

 

 

118,995

 

Net earnings from discontinued operations

 

1,001

 

 

 

1,805

 

 

 

4,713

 

 

 

1,532

 

Net earnings

 

41,197

 

 

 

37,863

 

 

 

146,326

 

 

 

120,527

 

 

The amounts presented within the discontinued operations captions in the tables above reflect the international operations of our WAVE joint venture, which are being sold as part of a broader transaction between the joint venture partner, Armstrong World Industries, Inc. (“AWI”), and Knauf Group, a family-owned manufacturer of building materials headquartered in Germany.  WAVE’s portion of the total sales proceeds is expected to be approximately $90,000,000 ($45,000,000 attributed to Worthington).  The transaction is subject to regulatory approvals and other customary closing conditions.  During the first quarter of fiscal 2019, the parties agreed to extend the date by which certain competition clearance conditions were to be satisfied per the original purchase agreement.  In exchange, Knauf Group irrevocably agreed to fund the purchase price which was received by AWI in two distributions, the first on August 1, 2018, and the balance on September 15, 2018.  In September 2018, we received a cash distribution of $35,000,000 from WAVE related to the pending sale of the international operations.  We will receive the remaining proceeds at closing, subject to certain adjustments as provided in the purchase agreement, including those related to the economic impact of any required regulatory remedies and a working capital adjustment.  Despite receiving a portion of the sales proceeds, there has been no change in control of the international operations of WAVE; therefore, the gain to be realized from this transaction has not been reflected in WAVE’s statement of earnings.  The closing is expected to occur by June 30, 2019.