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Investments in Unconsolidated Affiliates
6 Months Ended
Nov. 30, 2018
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 $110,459,000 during the six months ended November 30, 2018, 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 $122,806,000 at November 30, 2018.  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 $55,201,000 during the six months ended November 30, 2018.

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)

2018

 

 

2018

 

Cash

$

35,079

 

 

$

52,812

 

Other current assets

 

625,214

 

 

 

590,578

 

Current assets for discontinued operations

 

35,390

 

 

 

37,640

 

Noncurrent assets

 

364,305

 

 

 

358,927

 

Total assets

$

1,059,988

 

 

$

1,039,957

 

 

 

 

 

 

 

 

 

Current liabilities

 

256,608

 

 

 

166,493

 

Current liabilities for discontinued operations

 

8,884

 

 

 

7,142

 

Short-term borrowings

 

38,366

 

 

 

26,599

 

Current maturities of long-term debt

 

8,173

 

 

 

23,243

 

Long-term debt

 

323,598

 

 

 

259,588

 

Other noncurrent liabilities

 

17,452

 

 

 

17,536

 

Equity

 

406,907

 

 

 

539,356

 

Total liabilities and equity

$

1,059,988

 

 

$

1,039,957

 

 

 

Three Months Ended November 30,

 

 

Six Months Ended November 30,

 

(in thousands)

2018

 

 

2017

 

 

2018

 

 

2017

 

Net sales

$

480,716

 

 

$

412,617

 

 

$

979,261

 

 

$

855,241

 

Gross margin

 

75,515

 

 

 

71,122

 

 

 

179,327

 

 

 

157,357

 

Operating income

 

44,592

 

 

 

34,604

 

 

 

116,968

 

 

 

91,767

 

Depreciation and amortization

 

6,581

 

 

 

5,935

 

 

 

13,058

 

 

 

13,128

 

Interest expense

 

3,382

 

 

 

2,461

 

 

 

6,307

 

 

 

4,953

 

Income tax expense

 

3,568

 

 

 

1,816

 

 

 

8,093

 

 

 

3,164

 

Net earnings from continuing operations

 

36,523

 

 

 

31,893

 

 

 

101,417

 

 

 

82,937

 

Net earnings (loss) from discontinued operations

 

2,028

 

 

 

(1,703

)

 

 

3,712

 

 

 

(273

)

Net earnings

 

38,551

 

 

 

30,190

 

 

 

105,129

 

 

 

82,664

 

 

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.  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.  Despite receiving the sales proceeds, there has been no change in control of the international operations, therefore, the gain or loss to be realized from this transaction has not been reflected in WAVE’s statement of earnings.  We expect to receive total proceeds of approximately $45,000,000 in connection with the sale transaction.