XML 22 R10.htm IDEA: XBRL DOCUMENT v3.20.4
Investments in Unconsolidated Affiliates
6 Months Ended
Nov. 30, 2020
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 November 30, 2020, the Company held investments in the following affiliated companies:  ArtiFlex Manufacturing, LLC (“ArtiFlex”) (50%), the Cabs joint venture (20%), Clarkwestern Dietrich Building Systems LLC (“ClarkDietrich”) (25%), Serviacero Planos, S. de R. L. de C.V. (“Serviacero Worthington”) (50%), and Worthington Armstrong Venture (“WAVE”) (50%).

 

During the first quarter of fiscal 2020, the Company began the process of exploring the potential exit of its ownership interest in Nisshin, its former joint venture in China.  As a result, the Company evaluated its investment for potential impairment and concluded the remaining book value of the investment was fully impaired, resulting in an impairment charge of $4,236,000 within equity in net income of unconsolidated affiliates in our consolidated statement of loss for 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 and from that point on, the Company had no further rights or obligations related to the Nisshin joint venture.

 

On December 31, 2019, the Company contributed the operating net assets, excluding working capital, of its Cleveland facility, (which the Company had previously acquired on October 7, 2019 from Heidtman Steel Products, Inc.) to the Samuel joint venture in exchange for an incremental 31.75% ownership interest in the joint venture.  This increased our total ownership interest to 63% and the joint venture’s results have been consolidated within Steel Processing since that time.  

 

On November 1, 2019, we closed on an agreement with an affiliate of Angeles Equity Partners, LLC by which we contributed the net assets of our primary Engineered Cabs manufacturing facilities located in Greeneville, Tennessee and Watertown, South Dakota to the newly-formed Cabs 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 investment in the Cabs joint venture is accounted for under the equity method, due to lack of control.

The Company’s contribution to the Cabs joint venture resulted in recognizing an impairment charge of $35,194,000 in the first quarter of fiscal 2020 when the disposal group met the criteria as assets held for sale.  Certain non-core assets of the Engineered Cabs business, including the fabricated products facility in Stow, Ohio, and the steel packaging facility in Greensburg, Indiana, were retained.  Refer to “NOTE E – Impairment of Long-Lived Assets” for additional information on the retained assets.

Upon closing of the transaction, the contributed net assets were deconsolidated, resulting in a net gain of $258,000 during fiscal 2020, as summarized below:

 

(in thousands)

 

 

 

Retained investment (at fair value)

$

13,831

 

Contributed net assets (at carrying value)

 

13,394

 

Gain on deconsolidation

 

437

 

Less: deal costs

 

(179

)

Net gain on deconsolidation

$

258

 

 

We received distributions from unconsolidated affiliates totaling $47,116,000 during the six months ended November 30, 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 $107,951,000 at November 30, 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:  

 

November 30,

 

 

May 31,

 

(in thousands)

2020

 

 

2020

 

Cash

$

49,957

 

 

$

68,730

 

Other current assets

 

564,359

 

 

 

528,631

 

Noncurrent assets

 

391,547

 

 

 

399,731

 

Total assets

$

1,005,863

 

 

$

997,092

 

 

 

 

 

 

 

 

 

Current liabilities

$

205,530

 

 

$

174,709

 

Short-term borrowings

 

-

 

 

 

500

 

Current maturities of long-term debt

 

10,700

 

 

 

37,542

 

Long-term debt

 

314,730

 

 

 

346,690

 

Other noncurrent liabilities

 

87,087

 

 

 

73,656

 

Equity

 

387,816

 

 

 

363,995

 

Total liabilities and equity

$

1,005,863

 

 

$

997,092

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

November 30,

 

 

November 30,

 

(in thousands)

2020

 

 

2019

 

 

2020

 

 

2019

 

Net sales

$

451,198

 

 

$

453,288

 

 

$

856,518

 

 

$

923,493

 

Gross margin

 

96,561

 

 

 

95,995

 

 

 

189,610

 

 

 

193,531

 

Operating income

 

64,890

 

 

 

62,414

 

 

 

122,843

 

 

 

128,637

 

Depreciation and amortization

 

8,672

 

 

 

7,538

 

 

 

16,402

 

 

 

14,627

 

Interest expense

 

2,832

 

 

 

3,139

 

 

 

5,777

 

 

 

6,506

 

Income tax expense

 

2,322

 

 

 

1,272

 

 

 

4,052

 

 

 

1,853

 

Net earnings from continuing operations

 

60,943

 

 

 

53,483

 

 

 

117,516

 

 

 

114,624

 

Net earnings from discontinued operations

 

-

 

 

 

46,958

 

 

 

-

 

 

 

49,770

 

Net earnings

 

60,943

 

 

 

100,441

 

 

 

117,516

 

 

 

164,394

 

 

The amount presented within the “Net earnings from discontinued operations” caption in the table above reflects the international operations of our WAVE joint venture prior to their sale on September 30, 2019. The sale was 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.  In September 2020, we received the final cash distribution of $2,950,000 for our portion of the remaining proceeds of the sale.  The Company corrected certain amounts in the table above for the three and six months ended November 30, 2019, to reflect the international operations of our WAVE joint venture within discontinued operations prior to their sale on September 30, 2019, as those amounts were previously included in net sales, gross margin, operating income, and income tax expense.