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Investments in Unconsolidated Affiliates
6 Months Ended
Nov. 30, 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.  At November 30, 2019, the Company held investments in the following affiliated companies:  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%), Zhejiang Nisshin Worthington Precision Specialty Steel Co., Ltd. (“Nisshin”) (10%) and the Cabs joint venture (20%).  

During the first quarter of fiscal 2020, the Company began the process of exploring the potential exit of its interest in the Nisshin joint venture in China.  As a result, the Company evaluated its investment for potential impairment.  The Company concluded the remaining book value of the investment was fully impaired, resulting in an impairment charge of $4,236,000 within equity income during the three months ended August 31, 2019.  On December 19, 2019, the Company finalized an agreement to transfer the risks and rewards related to its 10% interest to the other joint venture partners.  As a result, the Company has no further rights or obligations as it relates to the Nisshin joint venture.

During the second quarter of fiscal 2020, the Company’s exploration of strategic alternatives relating to its investment in ArtiFlex resulted in the need to evaluate this investment for potential impairment.  Based on the analysis performed, the Company concluded its investment was not impaired, as current and projected cash flows were deemed sufficient to recover the remaining book value of $54,566,000.  However, it is possible the Company’s estimate of future cash flows could decline to a level that no longer supports the current book value of the investment.  Factors which could have an adverse impact on the current cash flow projections, include, but are not limited to deteriorating market conditions as well as potential outcomes that may result from management’s review of strategic alternatives.  

On November 1, 2019, we reached an agreement with an affiliate of Angeles Equity Partners, LLC to contribute substantially all of the net assets of our Engineered Cabs business to a newly-formed joint venture, in which we retained a 20% noncontrolling interest.  Immediately following the contribution, the Cabs joint venture acquired the net assets of Crenlo. Our contributions to the Cabs joint venture consisted of the net assets of its primary manufacturing facilities located in Greeneville, Tennessee and Watertown, South Dakota.  Our investment in the Cabs joint venture is accounted for under the equity method, due to lack of control.

We received distributions from unconsolidated affiliates totaling $57,316,000 during the six months ended November 30, 2019.  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 $97,243,000 at November 30, 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.

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

 

November 30,

 

 

May 31,

 

(in thousands)

2019

 

 

2019

 

Cash

$

31,641

 

 

$

37,471

 

Other current assets

 

633,772

 

 

 

594,959

 

Current assets for discontinued operations

 

-

 

 

 

35,793

 

Noncurrent assets

 

390,433

 

 

 

360,925

 

Total assets

$

1,055,846

 

 

$

1,029,148

 

 

 

 

 

 

 

 

 

Current liabilities

$

202,450

 

 

$

236,781

 

Current liabilities for discontinued operations

 

-

 

 

 

9,610

 

Short-term borrowings

 

1,965

 

 

 

15,162

 

Current maturities of long-term debt

 

2,582

 

 

 

33,003

 

Long-term debt

 

346,223

 

 

 

321,791

 

Other noncurrent liabilities

 

42,144

 

 

 

18,192

 

Equity

 

460,482

 

 

 

394,609

 

Total liabilities and equity

$

1,055,846

 

 

$

1,029,148

 

 

 

Three Months Ended November 30,

 

 

Six Months Ended November 30,

 

(in thousands)

2019

 

 

2018

 

 

2019

 

 

2018

 

Net sales

$

458,859

 

 

$

480,716

 

 

$

946,134

 

 

$

979,261

 

Gross margin

 

97,329

 

 

 

75,515

 

 

 

198,944

 

 

 

179,327

 

Operating income

 

63,452

 

 

 

44,592

 

 

 

132,857

 

 

 

116,968

 

Depreciation and amortization

 

7,538

 

 

 

6,581

 

 

 

14,627

 

 

 

13,058

 

Interest expense

 

3,139

 

 

 

3,382

 

 

 

6,506

 

 

 

6,307

 

Income tax expense

 

1,576

 

 

 

3,568

 

 

 

2,578

 

 

 

8,093

 

Net earnings from continuing operations

 

104,431

 

 

 

36,523

 

 

 

165,572

 

 

 

101,417

 

Net earnings (loss) from discontinued operations

 

(3,990

)

 

 

2,028

 

 

 

(1,178

)

 

 

3,712

 

Net earnings

 

100,441

 

 

 

38,551

 

 

 

164,394

 

 

 

105,129

 

 

The amounts presented within the discontinued operations captions in the tables above reflect the international operations of our WAVE joint venture prior to their sale on September 30, 2019.  Upon closing of the transaction, the related net assets were deconsolidated resulting in a pre-tax gain within net earnings from continuing operations of $46,238,000, subject to certain post-closing adjustments. The sale of these operations was closed as part of a broader transaction between the joint venture partner, Armstrong World Industries, Inc. (“AWI”), and Knauf Ceilings and Holding GmbH (“Knauf”), a family-owned manufacturer of building materials headquartered in Germany.   Our portion of the net gain was $23,119,000 and has been recognized within equity in net income of unconsolidated affiliates.