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Debt and Receivables Securitization
12 Months Ended
May 31, 2020
Debt Disclosure [Abstract]  
Debt and Receivables Securitization

Note H – Debt and Receivables Securitization

The following table summarizes our long-term debt and short-term borrowings outstanding at May 31, 2020 and 2019:

 

(in thousands)

2020

 

2019

 

1.56% senior notes due August 23, 2029

$

33,311

 

$

-

 

1.56% senior notes due August 23, 2031

 

7,439

 

 

-

 

1.90% senior notes due August 23, 2031

 

25,872

 

 

-

 

1.90% senior notes due August 23, 2034

 

35,199

 

 

-

 

4.30% senior notes due August 1, 2032

 

200,000

 

 

200,000

 

4.55% senior notes due April 15, 2026

 

250,000

 

 

250,000

 

4.60% senior notes due August 10, 2024

 

150,000

 

 

150,000

 

6.50% senior notes due April 15, 2020

 

-

 

 

150,000

 

Term loans

 

-

 

 

-

 

Other

 

1,239

 

 

3,100

 

Total debt

 

703,060

 

 

753,100

 

Unamortized discount and debt issuance costs

 

(3,395

)

 

(3,801

)

Total debt, net

 

699,665

 

 

749,299

 

Less: current maturities and short-term borrowings

 

149

 

 

150,943

 

Total long-term debt

$

699,516

 

$

598,356

 

 

Maturities of long-term debt in the next five fiscal years, and the remaining years thereafter, are as follows:

 

(in thousands)

 

 

 

 

2021

 

$

-

 

2022

 

 

298

 

2023

 

 

298

 

2024

 

 

298

 

2025

 

 

298

 

Thereafter

 

 

701,868

 

Total

 

$

703,060

 

 

Long-Term Debt

On August 23, 2019, two of our European subsidiaries issued a €36,700,000 principal amount unsecured 1.56% Series A Senior Note due August 23, 2031 (the “2031 Note”) and €55,000,000 aggregate principal amount of unsecured 1.90% Series B Senior Notes due August 23, 2034 (the “2034 Notes”), (collectively, the “Senior Notes”).  The 2031 Note is to be repaid in the principal amount of €30,000,000, together with accrued interest, on August 23, 2029, with the remaining €6,700,000 principal amount payable on August 23, 2031, together with accrued interest.  The 2034 Notes are to be repaid in the aggregate principal amount of €23,300,000, together with accrued interest, on August 23, 2031, with the remaining €31,700,000 aggregate principal amount payable on August 23, 2034, together with accrued interest.  Debt issuance costs of $134,000 were incurred in connection with the issuance of the Senior Notes and have been recorded on the consolidated balance sheet within long-term debt as a contra-liability.  They will continue to be amortized, through interest expense, in our consolidated statements of earnings over the term of the respective Senior Notes.  The unamortized portion of the debt issuance costs was $126,000 at May 31, 2020.

The Senior Notes were issued in a private placement and the proceeds thereof were used in the redemption of $150,000,000 aggregate principal amount of unsecured 6.50% senior notes that were set to mature on April 15, 2020 (the “2020 Notes”).  The 2020 Notes were redeemed in full on August 30, 2019.  In connection with the early redemption, the Company recognized a loss on extinguishment of debt of $4,034,000, which has been presented separately in our consolidated statement of earnings for fiscal 2020.

On July 28, 2017, we issued $200,000,000 aggregate principal amount of senior unsecured notes due August 1, 2032 (the “2032 Notes”).  The 2032 Notes bear interest at a rate of 4.300%.  The 2032 Notes were sold to

the public at 99.901% of the principal amount thereof, to yield 4.309% to maturity.  We used a portion of the net proceeds from the offering to repay amounts then outstanding under our multi-year revolving credit facilities and amounts then outstanding under our revolving trade accounts receivable securitization facility, both of which are described in more detail below.  We entered into an interest rate swap in June 2017, in anticipation of the issuance of the 2032 Notes.  The interest rate swap had a notional amount of $150,000,000 to hedge the risk of changes in the semi-annual interest rate payments attributable to changes in the benchmark interest rate during the several days leading up to the issuance of the 2032 Notes.  Upon pricing of the 2032 Notes, the derivative instrument was settled resulting in a gain of approximately $3,098,000, which was reflected in AOCI.  Approximately $2,116,000 and $198,000 were allocated to debt issuance costs and the debt discount, respectively.  The debt issuance costs and the debt discount were recorded on the consolidated balance sheet within long-term debt as a contra-liability.  Each will continue to be amortized, through interest expense, in our consolidated statements of earnings over the term of the 2032 Notes.  The unamortized portion of the debt issuance costs and debt discount was $1,717,000 and $161,000, respectively, at May 31, 2020 and $1,857,000 and $174,000, respectively, at May 31, 2019.

On April 15, 2014, we issued $250,000,000 aggregate principal amount of unsecured senior notes due on April 15, 2026 (the “2026 Notes”).  The 2026 Notes bear interest at a rate of 4.55%.  The 2026 Notes were sold to the public at 99.789% of the principal amount thereof, to yield 4.573% to maturity.  We used a portion of the net proceeds from the offering to repay borrowings then outstanding under our revolving credit facility.  Approximately $3,081,000, $2,279,000 and $528,000 were allocated to the settlement of a derivative contract entered into in anticipation of the issuance of the 2026 Notes, debt issuance costs, and the debt discount, respectively.  The debt issuance costs and debt discount were recorded on the consolidated balance sheets within long-term debt as a contra-liability, and the loss on the derivative contract recorded within AOCI.  Each will continue to be amortized, through interest expense, in our consolidated statements of earnings over the term of the 2026 Notes.  The unamortized portion of the debt issuance costs and debt discount was $1,108,000 and $256,000, respectively, at May 31, 2020 and $1,297,000 and $300,000, respectively, at May 31, 2019.

On August 10, 2012, we issued $150,000,000 aggregate principal amount of unsecured senior notes due August 10, 2024 (the “2024 Notes”).  The 2024 Notes bear interest at a rate of 4.60%.  The net proceeds from this issuance were used to repay a portion of the then outstanding borrowings under our revolving credit facilities.  Approximately $80,000 of the aggregate proceeds were allocated to debt issuance costs.  The unamortized portion of the debt issuance costs was $28,000 and $35,000 at May 31, 2020 and 2019, respectively.

Other Financing Arrangements

We maintain a revolving trade accounts receivable securitization facility (the “AR Facility”).  On January 13, 2020, the Company extended the maturity of the AR Facility by one year to January 2021 and reduced the borrowing capacity from $50,000,000 to $10,000,000.  Pursuant to the terms of the AR Facility, certain of our subsidiaries sell their accounts receivable without recourse, on a revolving basis, to Worthington Receivables Corporation (“WRC”), a wholly-owned, consolidated, bankruptcy-remote subsidiary.  In turn, WRC may sell without recourse, on a revolving basis, up to $10,000,000 of undivided ownership interests in this pool of accounts receivable to a third-party bank.  We retain an undivided interest in this pool and are subject to risk of loss based on the collectability of the receivables from this retained interest.  Because the amount eligible to be sold excludes receivables more than 90 days past due, receivables offset by an allowance for doubtful accounts due to bankruptcy or other cause, concentrations over certain limits with specific customers and certain reserve amounts, we believe additional risk of loss is minimal.  As of May 31, 2020, no undivided ownership interests in this pool of accounts receivable had been sold.  Facility fees of $132,000, $202,000, and $383,000 were recognized within interest expense during fiscal 2020, fiscal 2019 and fiscal 2018, respectively.  On July 22, 2020, the Company elected to terminate the AR Facility.

We also maintain a $500,000,000 multi-year revolving credit facility (the “Credit Facility”) with a group of lenders.  On February 16, 2018, the Company amended the terms of the Credit Facility, extending the maturity by three years to February 2023. Debt issuance costs of $805,000 were incurred as a result of the renewal.  These costs have been deferred and are being amortized over the life of the Credit Facility to interest expense.  Borrowings under the Credit Facility have maturities of up to one year.  We have the option to borrow at rates equal to an applicable margin over the LIBOR, Prime rate or Overnight Bank Funding rate.  The applicable margin is determined by our credit rating.  There were no borrowings outstanding under the Credit Facility at May 31, 2020.  As discussed in “Note G – Guarantees,” we provided $15,300,000 in letters of credit for third-party beneficiaries as

of May 31, 2020.  While not drawn against at May 31, 2020, $250,000 of these letters of credit were issued against availability under the Credit Facility, leaving $499,750,000 available at May 31, 2020.