EX-99.1 13 d491316dex991.htm EX-99.1 EX-99.1
Table of Contents

Exhibit No. 99.1

WORTHINGTON ARMSTRONG VENTURE

Consolidated Financial Statements

December 31, 2012 and 2011

(With Independent Auditors’ Report Thereon)


Table of Contents

WORTHINGTON ARMSTRONG VENTURE

Table of Contents

 

     Page  

Independent Auditors’ Report

     1   

Consolidated Balance Sheets, December 31, 2012 and 2011

     2   

Consolidated Statements of Income and Comprehensive Income, Years ended December 31, 2012, 2011, and 2010

     3   

Consolidated Statements of Partners’ Deficit, Years ended December 31, 2012, 2011, and 2010

     4   

Consolidated Statements of Cash Flows, Years ended December 31, 2012, 2011, and 2010

     5   

Notes to Consolidated Financial Statements

     6   


Table of Contents

Independent Auditors’ Report

The Board of Directors

Worthington Armstrong Venture:

We have audited the accompanying consolidated financial statements of Worthington Armstrong Venture and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of income and comprehensive income, partners’ deficit, and cash flows for each of the years in the three-year period ended December 31, 2012, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly in all material respects, the financial position of Worthington Armstrong Venture and its subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012 in accordance with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 18, 2013

 

1


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WORTHINGTON ARMSTRONG VENTURE

Consolidated Balance Sheets

December 31, 2012 and 2011

(In thousands)

 

     2012     2011  
Assets     

Current assets:

    

Cash and cash equivalents

   $ 38,498       42,545  

Accounts receivable, net

     35,617       30,586  

Receivables from affiliates

     2,553       2,043  

Inventory, net

     35,716       38,834  

Other current assets

     958       1,030  
  

 

 

   

 

 

 

Total current assets

     113,342       115,038  

Property, plant, and equipment, net

     35,417       32,831  

Goodwill

     2,075       2,030  

Other assets

     986       1,343  
  

 

 

   

 

 

 

Total assets

   $ 151,820       151,242  
  

 

 

   

 

 

 
Liabilities and Partners’ Deficit     

Current liabilities:

    

Accounts payable

   $ 16,544       16,532  

Accrued expenses

     7,254       5,952  

Taxes payable

     1,091       1,310  
  

 

 

   

 

 

 

Total current liabilities

     24,889       23,794  
  

 

 

   

 

 

 

Long-term liabilities:

    

Deferred income taxes

     524       285  

Long-term debt

     238,000       237,000  

Other long-term liabilities

     4,673       4,701  
  

 

 

   

 

 

 

Total long-term liabilities

     243,197       241,986  
  

 

 

   

 

 

 

Total liabilities

     268,086       265,780  
  

 

 

   

 

 

 

Partners’ deficit:

    

Contributed capital

     —         —    

Accumulated deficit

     (113,329     (110,835

Accumulated other comprehensive loss

     (2,937     (3,703
  

 

 

   

 

 

 

Total partners’ deficit

     (116,266     (114,538
  

 

 

   

 

 

 

Total liabilities and partners’ deficit

   $ 151,820       151,242  
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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WORTHINGTON ARMSTRONG VENTURE

Consolidated Statements of Income and Comprehensive Income

Years ended December 31, 2012, 2011, and 2010

(In thousands)

 

     2012     2011     2010  

Net sales

   $ 368,035       367,177       332,165  

Cost of sales

     (204,365     (211,472     (194,657
  

 

 

   

 

 

   

 

 

 

Gross margin

     163,670       155,705       137,508  

Selling, general, and administrative expenses

     (29,120     (28,157     (28,108
  

 

 

   

 

 

   

 

 

 
     134,550       127,548       109,400  

Other income (expense)

     (428     (133     204  

Interest income

     689       620       33  

Interest expense

     (6,392     (1,319     (1,398
  

 

 

   

 

 

   

 

 

 

Income before income tax expense

     128,419       126,716       108,239  

Income tax expense

     (2,913     (2,991     (2,430
  

 

 

   

 

 

   

 

 

 

Net income

     125,506       123,725       105,809  
  

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss), net of tax:

      

Change in pension plan

     (87     (919     (560

Foreign currency adjustments

     853        (1,379     (2,452
  

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss)

     766       (2,298     (3,012
  

 

 

   

 

 

   

 

 

 

Total comprehensive income

   $ 126,272       121,427       102,797  
  

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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WORTHINGTON ARMSTRONG VENTURE

Consolidated Statements of Partners’ Deficit

Years ended December 31, 2012, 2011, and 2010

(In thousands)

 

     Contributed capital              
      Armstrong
Ventures,
Inc.
     The
Worthington
Steel
Company
     Accumulated
deficit
    Accumulated
other
comprehensive
income (loss)
    Total
partners’
deficit
 

Balance, December 31, 2009

   $ —           —           (27,339     1,607       (25,732

Net income

     —           —           105,809       —          105,809  

Distributions

     —           —           (105,530     —          (105,530

Change in pension plan

     —           —           —          (560     (560

Foreign currency translation adjustments

     —           —           —          (2,452     (2,452
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, December 31, 2010

     —           —           (27,060     (1,405     (28,465

Net income

     —           —           123,725       —          123,725  

Distributions

     —           —           (207,500     —          (207,500

Change in pension plan

     —           —           —          (919     (919

Foreign currency translation adjustments

     —           —           —          (1,379     (1,379
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, December 31, 2011

     —           —           (110,835     (3,703     (114,538

Net income

     —           —           125,506       —          125,506  

Distributions

     —           —           (128,000     —          (128,000

Change in pension plan

     —           —           —          (87     (87

Foreign currency translation adjustments

     —           —           —          853       853  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, December 31, 2012

   $ —           —           (113,329     (2,937     (116,266
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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WORTHINGTON ARMSTRONG VENTURE

Consolidated Statements of Cash Flows

Years ended December 31, 2012, 2011, and 2010

(In thousands)

 

     2012     2011     2010  

Cash flows from operating activities:

      

Net income

   $ 125,506       123,725       105,809  

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation and amortization

     4,006       4,057       3,909  

Deferred income taxes

     281       292       61  

Changes in assets and liabilities:

      

Change in accounts receivable

     (5,333     (2,024     (3,145

Change in inventory

     3,351        (3,831     (4,187

Change in accounts payable and accrued expenses

     1,297        2,121       4,553  

Other

     (408     (1,007     945  
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     128,700       123,333       107,945  
  

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

      

Purchases of property, plant, and equipment

     (6,628     (4,331     (3,802

Sale of property, plant, and equipment

     70       161       31  
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (6,558     (4,170     (3,771
  

 

 

   

 

 

   

 

 

 

Cash flows from financing activities:

      

Proceeds from revolving credit facility

     139,500       187,000       —     

Issuance of long-term debt

     —          50,000       —     

Repayment of revolving line of credit

     (138,500     (150,000     —     

Financing cost

     —          (1,189     —     

Distributions paid

     (128,000     (207,500     (105,530
  

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

     (127,000     (121,689     (105,530
  

 

 

   

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     811       (462     (1,908
  

 

 

   

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (4,047     (2,988     (3,264

Cash and cash equivalents at beginning of year

     42,545       45,533       48,797  
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ 38,498       42,545       45,533  
  

 

 

   

 

 

   

 

 

 

Supplemental disclosures:

      

Interest paid

   $ 6,309       1,131       1,376  

Income taxes paid

     2,760       3,094       1,134  

See accompanying notes to consolidated financial statements.

 

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WORTHINGTON ARMSTRONG VENTURE

Notes to Consolidated Financial Statements

December 31, 2012 and 2011

(In thousands)

 

(1) Description of Business

Worthington Armstrong Venture (the Company) is a general partnership, formed in June 1992, between Armstrong Ventures, Inc. (Armstrong), a subsidiary of Armstrong World Industries, Inc., and The Worthington Steel Company (Worthington), a Delaware corporation (a subsidiary of Worthington Industries, Inc.). Its business is to manufacture and market suspension systems for commercial and residential ceiling markets throughout the world. The Company has manufacturing plants located in the United States, France, Spain, the United Kingdom, the People’s Republic of China, and India.

 

(2) Summary of Significant Accounting Policies

 

  (a) Use of Estimates

These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include management estimates and judgments, where appropriate. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the carrying amount of property, plant, and equipment and goodwill, valuation allowances for receivables and inventories, and assets and obligations related to employee benefits.

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions have been eliminated.

 

  (b) Revenue Recognition

The Company recognizes revenue from the sale of products when title transfers, generally on the date of shipment and collection of the relevant receivable is probable. At the time of shipment, a provision is made for estimated applicable discounts and losses that reduce revenue. Sales with independent U.S. distributors of products to major home center retailers are recorded when the products are shipped from the distributor’s locations to these retailers.

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from revenues in the consolidated statements of income and comprehensive income.

 

  (c) Advertising Costs

The Company recognizes advertising expense as incurred. Advertising expense was $951, $744, and $867 for the years ended December 31, 2012, 2011, and 2010, respectively.

 

  (d) Research and Development Expenditures

The Company recognizes research and development expense as expenditures are incurred. Total research and development expense was $3,185, $3,276, and $3,442 for the years ended December 31, 2012, 2011, and 2010, respectively.

(Continued)

 

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WORTHINGTON ARMSTRONG VENTURE

Notes to Consolidated Financial Statements

December 31, 2012 and 2011

(In thousands)

 

  (e) Taxes

The Company is a general partnership in the United States, and accordingly, generally, U.S. federal and state income taxes are the responsibility of the two general partners. Deferred income tax assets and liabilities are recognized for foreign subsidiaries for taxes estimated to be payable in future years based upon differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are determined using enacted rates expected to apply to taxable income in the years the temporary differences are expected to be recovered or settled. The Company recognizes the effect of uncertain income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

 

  (f) Cash and Cash Equivalents

Short-term cash investments that have original maturities of three months or less when purchased are considered to be cash equivalents.

 

  (g) Trade Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses, current receivables aging, and existing industry and national economic data. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

 

  (h) Inventories

Inventories are valued at the lower of cost or market. Cost is determined on the first-in, first-out method.

 

  (i) Long-Lived Assets

Property, plant, and equipment are stated at cost, with accumulated depreciation and amortization deducted to arrive at net book value. Depreciation charges are determined generally on the straight-line basis over the useful lives as follows: buildings, 30 years; machinery and equipment, 5 to 15 years; and leasehold improvements over the shorter of 10 years or the life of the lease. Impairment losses are recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. If an impairment exists, the asset is reduced to fair value.

 

  (j) Goodwill

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill is tested for impairment at least annually.

 

(Continued)

 

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WORTHINGTON ARMSTRONG VENTURE

Notes to Consolidated Financial Statements

December 31, 2012 and 2011

(In thousands)

 

The impairment tests performed in 2012, 2011, and 2010 did not result in an impairment of the Company’s goodwill.

 

  (k) Foreign Currency Translation and Transactions

For subsidiaries with functional currencies other than the U.S. dollar, income statement items are translated into dollars at average exchange rates throughout the year and balance sheet items are translated at year-end exchange rates. Gains or losses on foreign currency transactions are recognized in other income, net in the accompanying consolidated statements of income. Gains and losses on foreign currency translation are recognized in accumulated other comprehensive income in the accompanying consolidated balance sheets.

 

(3) Accounts Receivable

The Company sells its products to select, preapproved customers whose businesses are directly affected by changes in economic and market conditions. The Company considers these factors and the financial condition of each customer when establishing its allowance for losses from doubtful accounts. The allowance for doubtful accounts was $946, and $1,031 at December 31, 2012 and 2011, respectively.

 

(4) Inventory

 

     2012      2011  

Finished goods

   $ 13,900        16,159  

Goods in process

     50        91  

Raw materials

     17,820        19,284  

Supplies

     3,946        3,300  
  

 

 

    

 

 

 

Total inventories

   $ 35,716        38,834  
  

 

 

    

 

 

 

 

(5) Property, Plant, and Equipment

 

     2012     2011  

Land

   $ 1,806       1,809  

Buildings

     16,903       16,779  

Machinery and equipment

     76,625       74,856  

Computer software

     1,005       1,033  

Construction in process

     4,956       2,920  
  

 

 

   

 

 

 
     101,295       97,397  

Accumulated depreciation and amortization

     (65,878     (64,566
  

 

 

   

 

 

 

Total property, plant, and equipment, net

   $ 35,417       32,831  
  

 

 

   

 

 

 

Depreciation and amortization expense was $4,006, $4,057, and $3,909 for the years ended December 31, 2012, 2011, and 2010, respectively.

 

(Continued)

 

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WORTHINGTON ARMSTRONG VENTURE

Notes to Consolidated Financial Statements

December 31, 2012 and 2011

(In thousands)

 

(6) Goodwill

Goodwill increased (decreased) by $45, $(23), and $(192) during 2012, 2011, and 2010, respectively, due to foreign currency translation.

 

(7) Fair Value of Financial Instruments

The Company does not hold or issue financial instruments for trading purposes.

The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate their fair value due to the short-term maturity of these instruments. The carrying value and estimated fair value of debt was $238,000 and $241,700, respectively, at December 31, 2012. The carrying value and estimated fair value of debt was $237,000 and $237,000, respectively, at December 31, 2011.

The fair value of the Company’s debt is based on the amount of future cash flows discounted using rates the Company would currently be able to realize for similar instruments of comparable maturity.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

Assets measured at fair value on a recurring basis are summarized below:

 

     Quoted active markets  
     (Level 1)  
     2012      2011  

Assets:

     

Money market investments (included within cash and cash equivalents)

   $ 18,363        19,433  
  

 

 

    

 

 

 
   $ 18,363        19,433  
  

 

 

    

 

 

 

The Company does not have any significant financial or nonfinancial assets or liabilities that are valued using Level 2 or 3 inputs.

 

(Continued)

 

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WORTHINGTON ARMSTRONG VENTURE

Notes to Consolidated Financial Statements

December 31, 2012 and 2011

(In thousands)

 

(8) Debt

The Company has a $225,000 revolving credit facility (Facility) with PNC Bank and other lenders that expires in December 2014. As of December 31, 2012 and 2011, there was $188,000 and $187,000, respectively, outstanding under the Facility. The Company can borrow at rates with a range over LIBOR of 1.25% to 2.00%, depending on the Company’s leverage ratio, as defined by the terms of the Facility. As of December 31, 2012 and 2011, the rate was 1.96% and 2.05%, respectively.

On December 23, 2011, the Company issued $50,000 of 10-year private placement notes (Senior Notes) with Prudential Insurance Company that mature in December 2021. At December 31, 2012 and 2011, there was $50,000 outstanding on the 10-year notes. The Senior Notes bear interest at 4.9% that is paid on a quarterly basis.

The debt agreements contain certain restrictive financial covenants, including, among others, interest coverage and leverage ratios. The Company was in compliance with its covenants during the years ended and as of December 31, 2012 and 2011.

 

(9) Pension Benefit Programs

The Company contributes to the Worthington Industries Deferred Profit Sharing Plan for eligible U.S. employees. Cost for this plan was $1,106, $1,053, and $868 for 2012, 2011, and 2010, respectively.

The Company contributes to government-related pension programs in a number of foreign countries. The cost for these plans amounted to $488, $415, and $356 for 2012, 2011, and 2010, respectively.

The Company also has a U.S. defined benefit pension plan for eligible hourly employees that worked in its former manufacturing plant located in Malvern, Pennsylvania. This plan was curtailed in January 2004 due to the consolidation of the Company’s East Coast operations, which eliminated the expected future years of service for participants in the plan.

The following table sets forth the defined benefit pension plan’s benefit obligations, fair value of plan assets, and funded status at December 31, 2012 and 2011:

 

     2012     2011  

Projected benefit obligation at beginning of year

   $ 9,917       9,081  

Interest cost

     422       468  

Actuarial loss

     459       1,018  

Benefits paid

     (641     (650
  

 

 

   

 

 

 

Projected benefit obligation at end of year

   $ 10,157       9,917  
  

 

 

   

 

 

 

 

(Continued)

 

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WORTHINGTON ARMSTRONG VENTURE

Notes to Consolidated Financial Statements

December 31, 2012 and 2011

(In thousands)

 

     2012     2011  

Benefit obligation at December 31

   $ 10,157       9,917  

Fair value of plan assets as of December 31

     6,815       5,853  
  

 

 

   

 

 

 

Funded status at end of year

   $ (3,342     (4,064
  

 

 

   

 

 

 

Amounts recognized in the balance sheets consist of:

    

Other long-term liabilities

   $ (3,342     (4,064

Accumulated other comprehensive loss

     5,411       5,324  
  

 

 

   

 

 

 

Net amount recognized

   $ 2,069       1,260  
  

 

 

   

 

 

 

Amounts recognized in accumulated other comprehensive loss represent unrecognized net actuarial losses.

The components of net periodic benefit cost (benefit) are as follows:

 

     2012     2011     2010  

Interest cost

   $ 422       468       503  

Expected return on plan assets

     (438     (399     (430

Recognized net actuarial loss

     302       264       238  
  

 

 

   

 

 

   

 

 

 

Net periodic benefit cost

   $ 286       333       311  
  

 

 

   

 

 

   

 

 

 

The accumulated benefit obligation for the U.S. defined benefit plan was $10,157 and $9,917 at December 31, 2012 and 2011, respectively.

The unrecognized net loss for the defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $195.

Weighted average assumptions used to determine benefit obligations for the years ended and as of December 31, 2012 and 2011 are as follows:

 

     2012     2011  

Weighted average assumptions for the year ended December 31:

    

Discount rate

     4.40     5.30

Expected long-term rate of return on plan assets

     8.00        8.00   

Weighted average assumptions as of December 31:

    

Discount rate

     4.00     4.40

Expected long-term rate of return on plan assets

     7.25        8.00   

Pension plan assets are required to be disclosed at fair value in the consolidated financial statements. Fair value is defined in note 7 – Fair Value of Financial Instruments.

 

(Continued)

 

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WORTHINGTON ARMSTRONG VENTURE

Notes to Consolidated Financial Statements

December 31, 2012 and 2011

(In thousands)

 

The U.S. defined benefit pension plan assets’ fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following tables set forth by level within the fair value hierarchy a summary of the plan’s assets measured at fair value on a recurring basis as of December 31, 2012 and 2011, respectively:

 

            2012  
            Fair value based on  
     Fair value      Quoted active
markets
(Level 1)
     Observable
inputs
(Level 2)
 

Investment:

        

Cash and money market funds

   $ 747        747        —    

Corporate bonds

     751        —          751  

U.S. government and agency issues

     588        —          588  

Common stocks

     4,729        4,729        —    
  

 

 

    

 

 

    

 

 

 
   $ 6,815        5,476        1,339  
  

 

 

    

 

 

    

 

 

 

 

            2011  
            Fair value based on  
     Fair value      Quoted active
markets
(Level 1)
     Observable
inputs
(Level 2)
 

Investment:

        

Cash and money market funds

   $ 568        568        —    

Corporate bonds

     720        —          720  

U.S. government and agency issues

     580        —          580  

Common stocks

     3,985        3,985        —    
  

 

 

    

 

 

    

 

 

 
   $ 5,853        4,553        1,300  
  

 

 

    

 

 

    

 

 

 

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2012 and 2011.

Cash: Consists of cash and cash equivalents. The carrying amounts of cash and cash equivalents approximate fair value due to the short-term maturity of these instruments.

Money market funds: The money market investment consists of an institutional investor money market fund, valued at the fund’s net asset value (NAV), which is normally calculated at the close of business daily. The fund’s assets are valued as of this time for the purpose of computing the fund’s NAV.

 

(Continued)

 

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Table of Contents

WORTHINGTON ARMSTRONG VENTURE

Notes to Consolidated Financial Statements

December 31, 2012 and 2011

(In thousands)

 

Corporate bonds and U.S. government and agency issues: Consist of investments in individual corporate bonds or government bonds. These bonds are each individually valued using a yield curve model, based on observable inputs, that may also incorporate available trade and bid/ask spread data where available.

Common stocks: Consist of investments in common stocks that are valued at the closing price reported on the active market on which the individual security is traded.

In developing the 8.00% expected long-term rate of return assumption, the Company considered its historical returns and reviewed asset class return expectations and long-term inflation assumptions.

The primary investment objective of the defined benefit pension plan is to achieve long-term growth of capital in excess of 8.00% annually, exclusive of contributions or withdrawals. This objective is to be achieved through a balanced portfolio comprising equities, fixed income, and cash investments.

Each asset class utilized by the defined benefit pension plan has a targeted percentage. The following table shows the asset allocation target and the December 31, 2012 and 2011 position:

 

           Position at December 31  
     Target weight     2012     2011  

Equity securities

     65     69     68

Fixed income securities

     35        20        22   

Cash and equivalents

     —          11        10   

The Company made contributions of $1,096, $632, and $333 to the U.S. defined benefit pension plan in 2012, 2011, and 2010, respectively. The Company expects to contribute $906 to the plan in 2013.

The benefits expected to be paid in each of the next five years and in the aggregate for the five years thereafter are shown in the following table:

 

Expected future payments for the year ending December 31:       

2013

   $ 645  

2014

     640  

2015

     640  

2016

     635  

2017

     635  

2018 – 2022

     2,975  

The expected benefits are based on the same assumptions used to measure the Company’s benefit obligation at December 31, 2012.

 

(10) Income Taxes

The Company is a general partnership in the United States, and accordingly, generally, U.S. federal and state income taxes are the responsibility of the two general partners. Therefore, no income tax provision has been recorded on U.S. income. There are no significant differences between the statutory income tax

 

(Continued)

 

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Table of Contents

WORTHINGTON ARMSTRONG VENTURE

Notes to Consolidated Financial Statements

December 31, 2012 and 2011

(In thousands)

 

rates in foreign countries where the Company operates and the income tax provision recorded in the income statements. No deferred taxes, including withholding taxes, have been provided on the unremitted earnings of foreign subsidiaries as the Company’s intention is to invest these earnings permanently.

Deferred tax balances recorded on the balance sheets relate primarily to depreciation, tax-deductible goodwill, and accrued expenses. In 2012, the provision for income tax expense (benefit) was $2,913 comprising $2,784 current and $129 deferred. In 2011, the provision for income tax expense (benefit) was $2,991 comprising $2,870 current and $121 deferred. In 2010, the provision for income tax expense (benefit) was $2,430 comprising $2,446 current and ($16) deferred.

The Company is open for tax examination by foreign taxing authorities for various jurisdictions from 2006 - 2010. There is no reserve related to these tax years.

 

(11) Leases

The Company rents certain real estate and equipment. Several leases include options for renewal or purchase and contain clauses for payment of real estate taxes and insurance. In most cases, management expects that in the normal course of business, leases will be renewed or replaced by other leases. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease including any periods of free rent. Rent expense during 2012, 2011, and 2010 amounted to $2,521, $2,393, and $2,458, respectively.

Future minimum payments by year and in the aggregate for operating leases having noncancelable lease terms in excess of one year are as follows:

 

Year:       

2013

   $ 2,647  

2014

     2,305  

2015

     2,134  

2016

     2,100  

2017

     2,100  

Thereafter

     7,868  
  

 

 

 

Total

   $ 19,154  
  

 

 

 

 

(12) Accumulated Other Comprehensive Income

The balances for accumulated other comprehensive income are as follows:

 

     2012     2011  

Foreign currency translation

   $ 2,474       1,621  

Change in pension plan

     (5,411     (5,324
  

 

 

   

 

 

 

Total accumulated other comprehensive loss

   $ (2,937     (3,703
  

 

 

   

 

 

 

 

(Continued)

 

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Table of Contents

WORTHINGTON ARMSTRONG VENTURE

Notes to Consolidated Financial Statements

December 31, 2012 and 2011

(In thousands)

 

(13) Related Parties

Armstrong provides certain selling, promotional, and administrative processing services to the Company for which it receives reimbursement. Armstrong purchases grid products from the Company, which are then resold along with Armstrong inventory to the customer.

 

     2012      2011      2010  

Services provided by Armstrong

   $ 14,575        14,998        15,158  

Sales to Armstrong

     89,299        93,043        78,526  

No amounts were owed to Armstrong as of December 31, 2012 or 2011. Armstrong owed the Company $2,553 and $2,043 for purchases of product as of the same periods, respectively. Worthington provides certain administrative processing services, steel processing services, and insurance-related coverages to the Company for which it receives reimbursement.

 

     2012      2011      2010  

Administrative services by Worthington

   $ 464        464        432  

Insurance-related coverage net of premiums by Worthington

     647        509        585  

Steel processing services by Worthington

     1,590        1,626        1,619  

The Company owed $752 and $778 to Worthington as of December 31, 2012 and 2011, respectively, which are included in accounts payable.

 

(14) Legal Proceedings

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

 

(15) Business and Credit Concentrations

Approximately 15% and 16% of net sales were to the Company’s largest third-party customer for 2012 and 2011, respectively. The Company’s ten largest third–party customer’s accounted for approximately 42% and 42% of the Company’s net sales for 2012 and 2011, respectively, and approximately 40% and 45% of the Company’s accounts receivable balances at December 31, 2012 and 2011, respectively. See note 13 for sales to and amounts owed to the Company from Armstrong.

 

(16) Subsequent Events

Management has evaluated subsequent events through the date the annual consolidated financial statements were available to be issued, February 18, 2013.

 

15