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Investments in Unconsolidated Affiliates
9 Months Ended
Feb. 29, 2020
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 February 29, 2020, the Company held investments in the following affiliated companies:  ArtiFlex Manufacturing, LLC (“ArtiFlex”) (50%), Clarkwestern Dietrich Building Systems LLC (“ClarkDietrich”) (25%), Serviacero Planos, S. de R. L. de C.V. (“Serviacero Worthington”) (50%), Worthington Armstrong Venture (“WAVE”) (50%) 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 related 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 then 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 closed on an agreement with an affiliate of Angeles Equity Partners, LLC by which we contributed 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.

On December 31, 2019, the Company contributed the recently acquired operating net assets related to Heidtman Steel Products, Inc.’s Cleveland facility (“Heidtman”) to the Samuel joint venture in exchange for an incremental 31.75% ownership interest in the Samuel joint venture, bringing our total ownership interest to 63%.  The Samuel joint venture’s results have been consolidated within Steel Processing since that date.  Refer to “NOTE P – Acquisitions” for additional information.

We received distributions from unconsolidated affiliates totaling $78,321,000 during the nine months ended February 29, 2020.  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 $95,291,000 at February 29, 2020.  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:  

 

February 29,

 

 

May 31,

 

(in thousands)

2020

 

 

2019

 

Cash

$

33,002

 

 

$

37,471

 

Other current assets

 

611,784

 

 

 

594,959

 

Current assets for discontinued operations

 

-

 

 

 

35,793

 

Noncurrent assets

 

379,984

 

 

 

360,925

 

Total assets

$

1,024,770

 

 

$

1,029,148

 

 

 

 

 

 

 

 

 

Current liabilities

$

163,758

 

 

$

236,781

 

Current liabilities for discontinued operations

 

-

 

 

 

9,610

 

Short-term borrowings

 

3,437

 

 

 

15,162

 

Current maturities of long-term debt

 

2,374

 

 

 

33,003

 

Long-term debt

 

352,827

 

 

 

321,791

 

Other noncurrent liabilities

 

47,107

 

 

 

18,192

 

Equity

 

455,267

 

 

 

394,609

 

Total liabilities and equity

$

1,024,770

 

 

$

1,029,148

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in thousands)

February 29,

2020

 

 

February 28,

2019

 

 

February 29,

2020

 

 

February 28,

2019

 

Net sales

$

477,494

 

 

$

440,186

 

 

$

1,400,987

 

 

$

1,385,399

 

Gross margin

 

100,070

 

 

 

74,783

 

 

 

293,601

 

 

 

247,852

 

Operating income

 

52,429

 

 

 

45,387

 

 

 

181,067

 

 

 

158,475

 

Depreciation and amortization

 

8,482

 

 

 

6,138

 

 

 

23,109

 

 

 

19,368

 

Interest expense

 

3,667

 

 

 

3,529

 

 

 

10,173

 

 

 

9,836

 

Income tax expense (benefit)

 

(614

)

 

 

1,001

 

 

 

1,239

 

 

 

8,433

 

Net earnings from continuing operations

 

54,806

 

 

 

40,196

 

 

 

169,430

 

 

 

141,613

 

Net earnings from discontinued operations

 

-

 

 

 

1,001

 

 

 

49,770

 

 

 

4,713

 

Net earnings

 

54,806

 

 

 

41,197

 

 

 

219,200

 

 

 

146,326

 

 

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 discontinued operations of $46,238,000, which is 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.  The Company corrected certain amounts in the above table during the quarter ended February 29, 2020, to reflect the international operations of our WAVE joint venture within discontinued operations prior to their sale on September 30, 2019.  Those amounts were previously included in net sales, gross margin, operating income, and income tax expense for the three month and year-to-date periods ended February 28, 2019, August 31, 2019, and November 30, 2019.  Additionally, the Company reclassified to discontinued operations $50,948,000 for the gain related to the sale of the WAVE international operations that was previously reported in net earnings from continuing operations for the three and six month periods ended November 30, 2019.  The amounts reported in our consolidated financial statements were not impacted.

Worthington has invested and continues to invest in other companies which are generally pursuing innovative products.  The amount invested by Worthington in these companies is generally smaller and accounted for using the cost method.  One of these investments is in Nikola Corporation, a designer and manufacturer of electric and hydrogen trucks and powertrains, in which the Company owns approximately a 5-6% interest.