Worthington Industries (WOR) 10-K 2024 FY Annual report

Exhibit 99.2

Clarkwestern Dietrich
Building Systems, LLC

Consolidated Financial Statements
as of March 31, 2024 and 2023 and
for the Fiscal Years Ended
March 31, 2024, 2023 and 2022,
and Independent Auditor’s Report

CLARKWESTERN DIETRICH BUILDING SYSTEMS, LLC

TABLE OF CONTENTS

	Page
INDEPENDENT AUDITOR’S REPORT	1-2
CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2024 AND 2023 AND FOR THE FISCAL YEARS ENDED MARCH 31, 2024, 2023 AND 2022:
Balance Sheets	3
Statements of Income and Comprehensive Income	4
Statements of Members’ Equity	5
Statements of Cash Flows	6
Notes to Consolidated Financial Statements	7-21

  Deloitte & Touche LLP 50 W 5th Street
Suite 200
Cincinnati, OH 45202-3789
USA Tel: +1 513 784 7100
Fax: +1 513 784 7201
www.deloitte.com

INDEPENDENT AUDITOR’S REPORT

To the Management Committee of
Clarkwestern Dietrich Building Systems, LLC:

Opinion

We have audited the consolidated financial statements of Clarkwestern Dietrich Building Systems, LLC and subsidiaries (the “Company”), which comprise the consolidated balance sheets as of March 31, 2024 and 2023, and the related consolidated statements of income and comprehensive income, members’ equity, and cash flows for the fiscal years ended March 31, 2024, 2023 and 2022, and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for the fiscal years ended March 31, 2024, 2023 and 2022 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

As discussed in Note 8 to the financial statements, because of the extensive transactions with related parties, the financial statements may not be indicative of the financial position that would have existed or the results of operations that would have been achieved if the Company had operated without such affiliations. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•

Obtain an understanding of internal control relevant to the audit 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 Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/Deloitte & Touche LLP

July 25, 2024

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CLARKWESTERN DIETRICH BUILDING SYSTEMS, LLC

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2024 AND 2023

		2024		2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	32,505,652	$	40,427,785
Accounts receivable:
Trade—net of allowances		194,581,708		203,442,777
Other		2,869,031		3,856,819
Notes receivable from MIFA		32,018,785
Notes receivable from MISA				121,361,758
Inventories		188,950,768		166,444,984
Prepaid expenses		2,651,748		2,821,298
Total current assets		453,577,692		538,355,421
EQUITY METHOD INVESTMENTS		2,728,635		1,786,128
PROPERTY, PLANT, AND EQUIPMENT—Net		87,781,144		80,574,584
OPERATING LEASE RIGHT-OF-USE ASSETS		43,362,492		47,833,649
GOODWILL		16,716,702		12,321,964
OTHER INTANGIBLE ASSETS—Net		11,187,903		14,315,611
OTHER ASSETS		2,556,440		2,916,199
TOTAL ASSETS	$	617,911,008	$	698,103,556
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	79,076,815	$	39,287,969
Accounts payable—MISA and its affiliates		4,211,021		3,002,383
Accrued rebates		34,066,138		37,357,588
Accrued liabilities		35,163,335		32,347,792
Accrued distributions to members—CWBS-MISA, Inc.		28,478,896
Accrued distributions to members—Worthington		9,492,965
Operating lease liabilities		9,744,709		9,214,276
Total current liabilities		200,233,879		121,210,008
Long-term operating lease liabilities		35,504,015		40,831,833
Other long-term liabilities		8,760,259		3,937,876
Total liabilities		244,498,153		165,979,717
COMMITMENTS AND CONTINGENCIES (Note 5)
MEMBERS’ EQUITY:
Members’ capital		218,160,618		218,160,618
Retained earnings		155,252,237		314,225,552
Accumulated other comprehensive loss				(262,331)
Total members’ equity		373,412,855		532,123,839
TOTAL LIABILITIES AND MEMBERS’ EQUITY	$	617,911,008	$	698,103,556

See accompanying notes to consolidated financial statements.

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CLARKWESTERN DIETRICH BUILDING SYSTEMS, LLC

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE FISCAL YEARS ENDED MARCH 31, 2024, 2023 AND 2022

		2024		2023		2022
NET SALES	$	1,343,952,585	$	1,517,819,728	$	1,591,318,101
COSTS AND EXPENSES:
Cost of sales		982,729,663		1,118,199,355		1,202,594,839
Selling and administrative expenses		90,278,450		86,953,986		80,841,577
Loss (gain) on disposal of assets		659,722		(69,959)		414,245
Total costs and expenses		1,073,667,835		1,205,083,382		1,283,850,661
INCOME FROM OPERATIONS		270,284,750		312,736,346		307,467,440
OTHER INCOME (EXPENSES):
Equity in income from equity method investments		942,507		2,472,092		5,662,677
Other income		5,204,352		4,990,374		1,953,174
Other expenses		(855,875)		(1,165,119)		(1,120,973)
Total other income		5,290,984		6,297,347		6,494,878
INCOME BEFORE INCOME TAXES		275,575,734		319,033,693		313,962,318
INCOME TAX EXPENSE FOR STRUCTA WIRE CORP.		(1,847,255)		(1,671,246)		-
NET INCOME	$	273,728,479	$	317,362,447	$	313,962,318
OTHER COMPREHENSIVE INCOME:
Net income	$	273,728,479	$	317,362,447	$	313,962,318
Foreign currency translation adjustments		262,331		(236,313)		(2,467)
COMPREHENSIVE INCOME	$	273,990,810	$	317,126,134	$	313,959,851

See accompanying notes to consolidated financial statements.

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CLARKWESTERN DIETRICH BUILDING SYSTEMS, LLC

CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY

FOR THE FISCAL YEARS ENDED MARCH 31, 2024, 2023 AND 2022

––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

						Accumulated
						Other		Total
		Members’		Retained		Comprehensive		Members’
		Capital		Earnings		Income (Loss)		Equity
BALANCE—March 31, 2021	$	218,160,618	$	97,537,097	$	(23,551)	$	315,674,164
Net income				313,962,318				313,962,318
Foreign currency translation adjustments						(2,467)		(2,467)
Distributions to members—dividends				(69,439,668)				(69,439,668)
BALANCE—March 31, 2022		218,160,618		342,059,747		(26,018)		560,194,347
Net income				317,362,447				317,362,447
Foreign currency translation adjustments						(236,313)		(236,313)
Distributions to members—dividends				(345,196,642)				(345,196,642)
BALANCE—March 31, 2023		218,160,618		314,225,552		(262,331)		532,123,839
Net income				273,728,479				273,728,479
Foreign currency translation adjustments						262,331		262,331
Distributions to members—dividends				(432,701,794)				(432,701,794)
BALANCE—March 31, 2024	$	218,160,618	$	155,252,237	$	-	$	373,412,855

See accompanying notes to consolidated financial statements.

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CLARKWESTERN DIETRICH BUILDING SYSTEMS, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE FISCAL YEARS ENDED MARCH 31, 2024, 2023 AND 2022

		2024		2023		2022
OPERATING ACTIVITIES:
Net income	$	273,728,479	$	317,362,447	$	313,962,318
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		15,499,399		13,523,124		11,477,969
Noncash lease expense		9,062,425		8,315,851		8,089,272
Loss (gain) on disposal of assets		659,722		(69,959)		414,245
Impairment of intangible assets						1,222,868
Equity in income from equity method investments		(942,507)		(2,472,092)		(5,662,677)
Bad debt expense		(28,969)		215,031		697,162
Gain in the acquisition of Structa Wire				(5,184,035)
Changes in fair value of the forward contract				3,161,556
Changes in fair value of contingent consideration		457,422		3,435		808,852
Cash paid for contingent consideration		(45,149)
Changes in assets and liabilities:
Trade accounts receivable		8,890,038		34,493,182		(93,034,554)
Other receivables		987,788		(1,789,914)		(224,569)
Inventories		(22,505,784)		144,085,697		(158,795,755)
Prepaid expenses		169,550		(706,066)		(286,002)
Other assets		359,759		437,538		(21,632)
Accounts payable		39,733,954		(1,644,181)		(1,607,374)
Accrued liabilities and other long-term liabilities		(1,018,350)		(6,167,264)		25,687,709
Accounts payable—MISA and its affiliates		1,208,638		(4,312,049)		5,532,453
Operating lease liabilities		(9,388,653)		(8,380,811)		(8,050,485)
Net cash provided by operating activities		316,827,762		490,871,490		100,209,800
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(18,912,479)		(13,702,525)		(12,719,007)
Collection (issuance) of notes receivable from (to) MISA—net		121,361,758		(121,361,758)		5,000,000
Collection of notes receivable from CDH Custom Roll Form, LLC						750,000
Investment in CDH Custom Roll Form, LLC						(1,500,000)
Issuance of notes receivable to MIFA—net		(32,018,785)
Acquisition of Structa Wire, net of cash acquired				(7,395,652)
Proceeds from the sale of property, plant, and equipment		23,465		80,100		89,317
Net cash provided by (used in) investing activities		70,453,959		(142,379,835)		(8,379,690)
FINANCING ACTIVITIES:
Dividends paid to members		(394,729,933)		(345,196,642)		(69,439,668)
Payment of finance lease obligations		(231,267)		(417,753)		(513,104)
Cash paid for contingent consideration		(504,985)		(527,722)		(436,431)
Borrowings from line of credit		4,986,065		9,905,709		114,507,789
Repayments of line of credit		(4,986,065)		(9,905,709)		(114,507,789)
Net cash used in financing activities		(395,466,185)		(346,142,117)		(70,389,203)
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		262,331		(236,313)		(2,467)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(7,922,133)		2,113,225		21,438,440
CASH AND CASH EQUIVALENTS—Beginning of year		40,427,785		38,314,560		16,876,120
CASH AND CASH EQUIVALENTS—End of year	$	32,505,652	$	40,427,785	$	38,314,560
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest—including $5,822, $16,904 and $33,242, respectively, from finance leases	$	36,102	$	524,123	$	314,776
Cash paid for Structa Wire Corp.'s income taxes	$	1,471,444	$	-	$	-
Cash paid for operating lease obligations	$	11,016,566	$	9,833,856	$	9,951,922
SUPPLEMENTAL DISCLOSURES OF NONCASH TRANSACTIONS:
Operating right-of-use assets obtained in exchange for operating lease liabilities	$	4,591,268	$	2,530,193	$	2,594,260
Recording of Structa Wire’s purchase price allocation (Note 3)	$	4,394,738	$	35,128,139	$	-
Capital expenditures in accounts payable	$	457,249	$	402,357	$	294,161
Capital expenditures in accrued liabilities and other long-term liabilities	$	1,294,067	$	-	$	-
Accrued distributions to members	$	37,971,861	$	-	$	-

See accompanying notes to consolidated financial statements.

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CLARKWESTERN DIETRICH BUILDING SYSTEMS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE FISCAL YEARS ENDED MARCH 31, 2024, 2o23 AND 2022

1. NATURE OF BUSINESS

Clarkwestern Dietrich Building Systems, LLC (the Company) is a manufacturer and supplier of light gauge steel framing products in the United States of America and Canada. The Company manufactures a full line of drywall studs and accessories, structural studs and joists, metal lath and accessories, and shaft wall studs and track used primarily in residential and commercial construction. The Company operates 14 manufacturing facilities, one each in Connecticut, Georgia, Illinois, Maryland, Missouri, and British Columbia and two each in California, Florida, Ohio, and Texas.

The members of the Company are CWBS‑MISA, Inc., a wholly owned subsidiary of Marubeni‑Itochu Steel America Inc. (MISA) and Worthington CDBS Holding, LLC, an indirect subsidiary of Worthington Enterprises, Inc., formerly known as Worthington Industries, Inc., (Worthington). On March 1, 2011, Clarkwestern Building Systems, Inc. and Worthington, two independent entities, entered into a noncash transaction whereby certain assets and liabilities of Clarkwestern Building Systems, Inc., that constituted a business, and Dietrich Industries, Inc., a wholly owned subsidiary of Worthington that has since dissolved into Worthington, were contributed to form the Company to improve the competitive market position and operating efficiency. Clarkwestern Building Systems, Inc. and Worthington obtained a 75% and 25% ownership interest, respectively. On April 1, 2015, Clarkwestern Building Systems, Inc., the majority member of the Company, merged into MISA Metals, Inc., and MISA Metals, Inc. was renamed CWBS‑MISA, Inc.

The Company’s fiscal year is the twelve‑month period ending on March 31st. The accompanying consolidated balance sheets and consolidated statements of income and comprehensive income, members’ equity, and cash flows are as of and for the fiscal years ended March 31, 2024, 2023 and 2022 (2024, 2023 and 2022, respectively).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation—The accompanying consolidated financial statements reflect the accounts of Clarkwestern Dietrich Building Systems, LLC and its wholly owned subsidiaries as of March 31, 2024 and 2023 and for the fiscal years ended March 31, 2024, 2023 and 2022. The Company is the 100% owner of ClarkDietrich Research LLC, ClarkDietrich Engineering Services, LLC, ClarkDietrich Engineering Design Inc., and Structa Wire Corp. All intercompany transactions and balances have been eliminated.

Estimates—The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations of Credit Risk—Financial instruments, which potentially expose the Company to concentrations of credit risk, as defined by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 825, Financial Instruments, consist primarily of trade accounts receivable. In the normal course of business, the Company extends credit, generally on an unsecured basis, to various customers in industries where certain concentrations of credit risk exist. These concentrations of credit risk may be similarly affected by changes in the economy or other conditions and may, accordingly impact the Company’s overall credit risk. However, the Company’s management believes that trade accounts receivable are well diversified, thereby reducing the potential

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of material credit risk, and that the allowance for doubtful accounts is adequate to absorb estimated probable losses as of March 31, 2024 and 2023.

Customers of the Company are primarily located in the United States of America. Approximately 82%, 86% and 86% of sales were to customers in the commercial building distributors industry for the fiscal years ended March 31, 2024, 2023 and 2022, respectively. Approximately 30%, 16% and 13% of trade accounts receivable were from three customers in the commercial building distributors industry as of March 31, 2024. Approximately 26%, 15% and 12% of trade accounts receivable were from three customers in the commercial building distributors industry as of March 31, 2023. Approximately 22%, 17% and 16% of sales were to three customers for the fiscal year ended March 31, 2024. Approximately 21%, 16% and 15% of sales were to three customers for the fiscal year ended March 31, 2023. Approximately 19%, 17% and 16% of sales were to three customers for the fiscal year ended March 31, 2022.

Cash and Cash Equivalents—Cash and cash equivalents include cash in banks and investment instruments that are highly liquid in nature and have maturities of three months or less from their acquisition date. Cash and cash equivalents are stated at cost, which approximates fair value. The Company maintains cash balances in bank accounts, which frequently and substantially exceeds the amount insured by the United States of America’s Federal Deposit Insurance Corporation of $250,000 or, as applicable, the Canada Deposit Insurance Corporation of $100,000 in Canadian dollars. Although the Company bears risk on amounts in excess of these limits, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held.

Receivables—Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short‑term basis; thus, trade receivables do not bear interest. Receivables are reviewed on an ongoing basis to ensure they are properly valued and collectible. This is accomplished through two contra‑receivable accounts: returns and allowance reserve and allowance for doubtful accounts. The returns and allowance reserve is used to record estimates of returns or other allowances resulting from quality, delivery, discounts, or other issues affecting the value of receivables. This account is estimated based upon historical trends and current market conditions with the offset to net sales.

The allowance for doubtful accounts is used to record the estimated risk of loss related to customers’ inability to pay. This allowance is maintained at a level that the Company considers appropriate based on factors that affect collectability, such as the financial health of a customer, historical trends of charge‑offs and recoveries, and current economic and market conditions. As the Company monitors the receivables, the Company identifies customers that may have payment problems, and adjusts the allowance accordingly, with the offset to selling and administrative expenses. Account balances are charged off against the allowance when recovery is considered remote.

While the Company believes the allowances are adequate, changes in economic conditions, the financial health of customers, and bankruptcy settlements could impact the Company’s future earnings. If the economic environment and market conditions deteriorate, particularly in the construction market, additional reserves may be required. Allowance for doubtful accounts was approximately $758,000 and $1,314,000 as of March 31, 2024 and 2023, respectively. The trade accounts receivable also includes a reserve for cash discounts and a reserve for returns and allowances of approximately $3,215,000 and $3,008,000 as of March 31, 2024 and 2023, respectively.

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Inventories—Inventories are stated at the lower of cost or net realizable value, based on specific cost or by using a weighted average cost. Inventories as of March 31, 2024 and 2023 consisted of the following:

		2024		2023
Raw materials	$	118,438,663	$	86,653,363
Work in process		38,020,156		34,193,386
Finished goods		32,491,949		45,598,235
Total	$	188,950,768	$	166,444,984

The Company periodically reviews the inventory quantities on hand, considering assumptions such as current and future demand and market conditions and records reserves to reduce the carrying value of inventories to their net realizable value.

Property, Plant, and Equipment—Property, plant, and equipment are recorded at cost or the fair value at the date of acquisition and depreciated over their estimated useful lives on a straight‑line basis. Depreciation of right‑of‑use finance lease assets and leasehold improvements is provided over the shorter of the lease term or the life of the property on a straight‑line basis. Depreciation expense was approximately $12,372,000, $10,736,000, and $10,073,000 for the fiscal years ended March 31, 2024, 2023 and 2022, respectively.

As of March 31, 2024 and 2023, property, plant, and equipment consisted of the following:

		2024		2023
Land	$	2,737,126	$	2,737,126
Land improvements		6,573,752		6,271,978
Building		17,190,326		16,890,193
Machinery and equipment		167,028,637		162,063,879
Right-of-use finance lease assets		1,574,333		1,574,333
Computer equipment		9,752,454		8,450,801
Furniture and fixtures		5,823,206		5,566,324
Leasehold improvements		16,769,343		16,484,572
Internal use software		1,617,584
Construction in progress		25,958,867		19,624,287
Total property, plant, and equipment at cost		255,025,628		239,663,493
Less accumulated depreciation		(167,244,484)		(159,088,909)
Property, plant, and equipment—net	$	87,781,144	$	80,574,584

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The estimated useful lives of the assets are as follows:

Land improvements	10 years
Buildings	31 years
Machinery and equipment	2–10 years
Right-of-use finance lease assets	3-4 years, which is the shorter of useful life or lease term
Computer equipment	3–10 years
Furniture and fixtures	5 years
Leasehold improvements	5-10 years, which is the shorter of useful life or lease term
Internal use software	5 years

The Company evaluates the carrying values of long‑lived assets for impairment by assessing recoverability based on forecasted operating cash flows on an undiscounted basis in accordance with the FASB’s ASC 360, Property, Plant, and Equipment. For the fiscal years ended March 31, 2024, 2023 and 2022, the Company determined no impairment existed.

Leases—The Company leases certain properties and buildings (manufacturing facilities and office space) and equipment under various arrangements which provide the right to use the underlying asset and require lease payments for the lease term. The Company’s lease portfolio consists mainly of operating leases which expire at various dates through 2031 and finance leases which expire at various dates through 2025. Many of the property and building lease agreements obligate the Company to pay real estate taxes, insurance and certain maintenance costs (hereinafter referred to as nonlease components). The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leases with an initial term of 12 months or less are not recorded on the balance sheet. All other leases are recorded on the balance sheet with right‑of‑use (ROU) assets representing the right to use the underlying asset for the lease term and lease liabilities representing the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at lease commencement date. The Company elected the practical expedient to not separate lease and nonlease components for all classes of assets. For leases which contain increases in lease payments based on subsequent changes to the Consumer Price Index, the Consumer Price Index rate as of the commencement date is the rate that was used to compute the initial ROU assets and related lease liabilities. Any subsequent increases to the lease payments are expensed when incurred as variable lease expense.

Equity Method Investments—The investments included a 50% non‑controlling interest in Structa Wire Corp, until August 31, 2022, and CDH Custom Roll Form, LLC (the Investments) and are carried at cost, adjusted for the Company’s proportionate share of their undistributed earnings or losses (equity method), plus any amortization of basis difference (see Note 3), if applicable. If the fair value of the Investments is below their carrying value and the difference is deemed to be other than temporary, the difference between the fair value and the carrying value is charged to earnings as an impairment. No impairments were recognized for the Investments for the fiscal years ended March 31, 2024, 2023 and 2022. Equity in income from the equity method investments for the fiscal years ended March 31, 2024, 2023 and 2022 was $942,507, $2,472,092 and $5,662,677, respectively, and recorded in other income in the accompanying consolidated statements of income and comprehensive income. For additional information regarding the equity method investments, refer to Note 3 to these consolidated financial statements.

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Goodwill—Goodwill represents costs in excess of the fair value of tangible and identifiable intangible assets acquired and liabilities assumed in business combinations. In accordance with the FASB’s ASC 350, Intangibles—Goodwill and Other, goodwill is tested for impairment on an annual basis. When the fair value of a reporting unit falls below its carrying amount, an impairment charge is recorded for the amount, if any, by which the carrying amount of goodwill exceeds its implied fair value. Fair value of a reporting unit is established using a discounted cash flow method. For the fiscal years ended March 31, 2024, 2023 and 2022, the Company performed its annual impairment analysis and determined there was no impairment at such time.

The following table shows the change in goodwill for the fiscal years ended March 31, 2024, 2023 and 2022:

Balance—March 31, 2021	$	7,453,844
Balance—March 31, 2022	$	7,453,844
Addition from the acquisition of Structa Wire		4,868,120
Balance—March 31, 2023		12,321,964
Finalization of Structa Wire purchase price allocation		4,394,738
Balance—March 31, 2024	$	16,716,702

Other Intangible Assets Subject to Amortization—In accordance with the FASB’s ASC 350, an intangible asset that is subject to amortization shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. An impairment loss shall be recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value. No impairment existed for the fiscal years ended March 31, 2024 and March 31, 2023. The Company determined an impairment existed on intellectual property acquired from Structa Wire Corp. in 2018 and recognized a loss on impairment of $1,222,868 during the fiscal year ended March 31, 2022.

The gross carrying values of other intangible assets, along with the related accumulated amortization and useful lives of the intangible assets subject to amortization, as of March 31, 2024 and 2023, are as follows:

	Weighted-
	Average		Gross
	Amortizable		Carrying		Accumulated		Net
2024	Life		Amount		Amortization		Intangibles
Trade name	8 years	$	5,520,724	$	(4,053,520)	$	1,467,204
Customer relationships	20 years		11,912,153		(5,461,050)		6,451,103
Non-compete covenant	4 years		106,350		(53,558)		52,792
Intellectual property	14 years		7,485,754		(4,268,950)		3,216,804
Total		$	25,024,981	$	(13,837,078)	$	11,187,903

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	Weighted-
	Average		Gross
	Amortizable		Carrying		Accumulated		Net
2023	Life		Amount		Amortization		Intangibles
Trade name	8 years	$	5,520,724	$	(3,690,954)	$	1,829,770
Customer relationships	20 years		11,912,153		(3,686,452)		8,225,701
Non-compete covenant	4 years		106,350		(21,890)		84,460
Intellectual property	14 years		7,485,754		(3,310,074)		4,175,680
Total		$	25,024,981	$	(10,709,370)	$	14,315,611

The Company’s other intangible assets are being amortized over their respective useful lives under accelerated methods of amortization or on a straight‑line basis to reflect the pattern in which the economic benefits of the intangible assets are estimated to be realized. The Company assesses the useful lives of the intangible assets, making adjustments as necessary to the remaining useful life of intangible assets and modifications to future amortization expense going forward.

Amortization expense of other intangible assets was approximately $3,128,000, $2,646,000 and $1,068,000 for the fiscal years ended March 31, 2024, 2023 and 2022, respectively. As of March 31, 2024, future amortization expense of other intangible assets for each of the five succeeding fiscal years is as follows:

March 31
2025	$	2,362,321
2026		2,041,971
2027		1,650,741
2028		1,227,622
2029		975,302

Royalty Agreement—The Company recorded royalty expense of approximately $301,000, $272,000 and $411,000 for the fiscal years ended March 31, 2024, 2023 and 2022, respectively. Royalty expense is recorded in cost of sales in the accompanying consolidated statements of income and comprehensive income.

Income Taxes—The Company is a limited liability company and, therefore, the majority of the related results of operations are included in the determination of the taxable income or loss of its members. In the event the Company revokes the limited liability company status and elects to be taxed as a C corporation, the then existing deferred taxes of the limited liability company would be reinstated as a liability or asset of the Company with a corresponding income tax expense or benefit.

Commencing in the fiscal year ended March 31, 2023, the Company’s consolidated financial statements include the results of operations from its wholly owned subsidiary, Structa Wire Corp. (see Note 3), which is taxed as a C corporation, not as a limited liability company. The Company records income taxes related to Structa Wire Corp. in accordance with the provisions of ASC 740, Income Taxes.

Additionally, the Company applies certain provisions of the FASB’s ASC 740, Income Taxes, which require that the consolidated financial statement effects of a tax position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The recognition and measurement guidelines are applied to the

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Company’s material tax positions in the consolidated financial statements; however, no amounts are recorded in the accompanying consolidated financial statements for uncertain tax positions.

Member Dividends—Each quarter, the Company remits dividends to CWBS‑MISA, Inc. and Worthington to pay taxes, of which 75% is remitted to CWBS‑MISA, Inc. and 25% is remitted to Worthington. At times, the Company may decide to distribute discretionary dividends as well.

Revenue Recognition—The Company recognizes revenue when a sales arrangement with a customer exists (e.g., executed contract agreement, receipt and acceptance of a purchase order, as well as other arrangements that are implied by customary practices and laws), a transaction price is fixed or determinable and the Company has satisfied its performance obligations per the sales arrangement. The Company’s sales arrangements generally have standard payment terms that do not exceed a year.

The Company’s revenue primarily originates from sales arrangements with a single performance obligation to deliver products to customers, whereby the Company’s performance obligation is satisfied at a point in time when control of the product is transferred to the customer per the arranged shipping terms.

The Company offers rebate agreements to certain of its customers based upon sales and purchased tons with most rebates issued quarterly or annually. Total rebate expense for the fiscal years ended March 31, 2024, 2023 and 2022, was approximately $152,039,000, $172,671,000 and $186,041,000, respectively.

The Company’s revenue is reported as net sales and is measured at the determinable transaction price, net of any variable considerations (e.g. sales discounts, rebates and other) and also net of any taxes collected from the customer and subsequently remitted to governmental authorities. The Company considers shipping and handling as activities to fulfill its performance obligation. Shipping and handling fees incurred by the Company are accounted for as cost of sales within the accompanying consolidated statements of income and comprehensive income.

The Company’s trade accounts receivable balances were approximately $194,582,000 as of March 31, 2024, $203,443,000 as of March 31, 2023, and $233,824,000 as of March 31, 2022.

Advertising—Advertising costs are expensed as incurred. Advertising expense was approximately $2,756,000, $2,466,000 and $1,918,000 for the fiscal years ended March 31, 2024, 2023 and 2022, respectively, and is included in selling and administrative expenses within the accompanying consolidated statements of income and comprehensive income.

Research and Development—Research and development (R&D) costs are expensed as incurred. R&D expense was approximately $1,028,000, $991,000 and $874,000 for the fiscal years ended March 31, 2024, 2023 and 2022, respectively, and is included in selling and administrative expenses within the accompanying consolidated statements of income and comprehensive income.

Accumulated Other Comprehensive Income (Loss)—Other comprehensive income (loss) consists of all changes to members’ equity other than those resulting from net income or member transactions. Accumulated other comprehensive income (loss) is a separate component of members’ equity.

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The following table shows the changes in accumulated other comprehensive loss for the fiscal years ended March 31, 2024, 2023 and 2022:

		Cumulative
		Foreign
		Currency
		Translation
Balances at March 31, 2021	$	(23,551)
Other comprehensive loss		(2,467)
Balances at March 31, 2022		(26,018)
Other comprehensive loss		(236,313)
Balances at March 31, 2023		(262,331)
Other comprehensive income		262,331
Balances at March 31, 2024	$	-

Fair Value Measurements—The Company, at times, measures certain assets and liabilities at fair value. The Company determines the fair value of these assets and liabilities based on the fair value hierarchy established in ASC 820, Fair Value Measurements and Disclosures, which requires an entity to maximize the use of observable inputs (Level 1) and minimize the use of unobservable inputs (Level 3) when measuring fair value. ASC 820 also enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The three levels of inputs that may be used to measure fair values include:

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

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

3. ACQUISITIONS AND EQUITY METHOD INVESTMENTS

Formation of and 50% interest in CDH Custom Roll Form, LLC—On May 1, 2019, the Company entered into certain agreements with Hadley USA, LLC to form CDH Custom Roll Form, LLC. The Company holds a 50% interest in CDH Custom Roll Form, LLC. The Company recorded its 50% investment in CDH Custom Roll Form, LLC in accordance with ASC 323, Investments—Equity Method and Joint Ventures, under the equity method of accounting. The Company does not consolidate this entity because it does not control any of the ongoing activities of this entity and does not have a controlling interest in this entity. As of March 31, 2024 and 2023, the carrying value of the Company’s investment in CDH Custom Roll Form, LLC was approximately $2,729,000 and $1,786,000, respectively, which was included in equity method investments in the accompanying consolidated balance sheets.

Acquisition of Structa Wire—On August 1, 2018, the Company simultaneously entered into certain agreements with the former 100% owners of Structa Wire Corp. (Structa Wire) to 1) acquire 50% non‑controlling interest in

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Structa Wire, a Canadian company located in British Columbia, 2) enter into a licensing agreement for certain intellectual property owned by Structa Wire, and 3) enter into a forward contract to acquire the remaining 50% interest in Structa Wire. Structa Wire manufactures high-performance welded wire products for the lath and plaster industry. The total consideration paid was $14,576,449. As of August 1, 2018, the total consideration of $10,323,774, $1,561,109 and $2,691,566 was allocated to the 50% interest, the licensing agreement and the forward contract, respectively, based on their estimated fair values. The Company utilized both the market approach and the income approach, which included the use of Level 3 fair value measurements, to estimate these fair values.

Prior to the September 1, 2022 acquisition of the remaining 50% interest in Structa Wire, the Company recorded its 50% investment in Structa Wire in accordance with ASC 323, Investments—Equity Method and Joint Ventures, under the equity method of accounting. The Company did not consolidate this entity because it did not control any of the ongoing activities of this entity and did not have a controlling interest in this entity. The difference between the initial carrying value of this investment and Structa Wire’s initial underlying equity in net assets was approximately $6.6 million. The basis difference primarily related to the estimated fair value of property and equipment and other identified intangible assets and was amortized on a straight‑line basis over their remaining estimated useful lives. As of August 31, 2022, just prior to the acquisition of the remaining 50% interest in Structa Wire, the carrying value of the investment in Structa Wire was approximately $23,018,000.

On September 1, 2022, the Company acquired the remaining 50% interest in Structa Wire for $28,672,470, inclusive of $21,276,818 of cash acquired. This purchase price was comprised of two parts, $13,479,623, which equaled 50% of the net income from Structa Wire from August 1, 2018 through September 1, 2022, plus $15,192,847.

The Company accounted for the acquisition of the remaining 50% interest in Structa Wire as a business combination achieved in stages in accordance with ASC 805, Business Combinations, which requires, amongst other things, 1) recognition of the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date, 2) recognition of a gain related to the Company’s initial 50% interest in Structa Wire, and 3) recognition of goodwill for the amount in which the purchase price for the remaining 50% interest in Structa Wire, plus the estimated fair value of the forward contract and the fair value of the initial 50% interest in Structa Wire, exceeded the fair value of the identifiable assets acquired and liabilities assumed. The goodwill relates primarily to the expected synergies and the value of the qualified workforce. The fair value of identifiable intangible assets was based upon detailed valuations that use various assumptions made by management using one of three valuation approaches: market, income or cost. The selection of a particular method for a given asset depended on the reliability of available data and the nature of the asset, among other considerations. During the fiscal year ended March 31, 2024, the Company finalized its purchase price allocation, which included recording $4,394,738 of deferred tax liabilities with an offsetting increase to goodwill.

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The following table represents the final purchase price allocation for the Structa Wire acquisition:

Accounts receivable	$	4,327,483
Inventories		3,591,027
Prepaid expenses and other		205,131
Property and equipment		11,263,242
Trade name		1,435,724
Customer relationships		6,472,153
Intellectual property		3,919,754
Non-compete covenant		106,350
Operating lease right-of-use assets		4,491,062
Goodwill		9,262,858
Accounts payable and accrued liabilities		(5,551,907)
Deferred tax liabilities		(4,394,738)
Total final purchase price, net of $21,276,818 of cash acquired	$	35,128,139

During the fiscal year ended March 31, 2023, the net gain recognized at the acquisition date on the Company’s initial 50% interest in Structa Wire was approximately $2,022,000, which represents the combination of the excess of the estimated fair value of 50% of Structa Wire over the then carrying value of the investment in Structa Wire of approximately $5,184,000, less the changes in fair value of the forward contract of approximately $3,162,000.

The operating results of Structa Wire are included in the consolidated statements of income and comprehensive income after the date of acquisition.

Prior to the acquisition of the remaining 50% interest in Structa Wire, the Company had a forward contract or option to acquire the remaining 50% share of Structa Wire. The Company elected to account for this forward contract under the fair value option provisions of the FASB’s ASC 825, Financial Instruments, which required the forward contract to be recorded at fair value. As of August 31, 2022, just prior to the acquisition of the remaining 50% interest in Structa Wire, the forward contract’s estimated fair value was a liability of $469,990. This estimated fair value was based on both the market approach and the income approach, which included Level 3 fair value inputs. Upon the acquisition of the remaining 50% interest in Structa Wire, the forward contract was derecognized as part of the purchase price allocation.

A reconciliation of the beginning and ending balances for the forward contract measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the fiscal years ended March 31, 2023 and 2022, was as follows:

		2023		2022
Balance at beginning of year—April 1	$	2,691,566	$	2,691,566
Change in fair value included in earnings		(3,161,556)
Derecognition of the forward contract upon acquisition		469,990
Balance at end of year—March 31	$	-	$	2,691,566

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Acquisition of Strait‑Flex International, Inc.—On January 30, 2017, the Company acquired 100% of the stock of Strait‑Flex International, Inc. (Strait‑Flex). The purchase agreement contained a provision for contingent consideration requiring the Company to pay 2% of total Strait‑Flex sales over the succeeding 10‑year period to the former owner of Strait‑Flex. Initially, the Company recorded a $2,738,000 contingent consideration obligation based on the estimated fair value of the contingent consideration as of the date of acquisition. The Company granted a security interest in the property and equipment acquired to the former owner of Strait‑Flex as collateral for the obligations related to this contingent obligation. All acquisition‑related transaction costs have been expensed as incurred.

The Company recorded contingent consideration within accrued liabilities (current portion) and other long-term liabilities at its estimated fair value of $1,725,502 and $1,818,214 as of March 31, 2024 and 2023, respectively. The estimated fair value was based on the present value of expected cash flows, which included Level 3 fair value measurement inputs.

A reconciliation of the beginning and ending balances for the contingent consideration measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the fiscal years ended March 31, 2024, 2023 and 2022, is as follows:

		2024		2023		2022
Balance at beginning of year—April 1	$	1,818,214	$	2,342,501	$	1,970,080
Change in estimates included in earnings		457,422		3,435		808,852
Settlements		(550,134)		(527,722)		(436,431)
Balance at end of year—March 31	$	1,725,502	$	1,818,214	$	2,342,501

4. LINE OF CREDIT AGREEMENTS

The Company had an uncommitted line of credit agreement to borrow up to $100 million with MISA, which matured on July 31, 2023.

The Company had an unsecured line of credit agreement with a financial institution which allowed the Company to borrow up to $30 million. This agreement matured on September 30, 2023.

On April 6, 2023, the Company transitioned its financing arrangement from MISA to Marubeni-Itochu Finance Americas, LLC (MIFA), a related party. Under the financing agreement from MIFA, the Company’s financing arrangement was reduced from an uncommitted line of credit agreement of up to $100 million of borrowing capacity under its previously financing agreement with MISA to an uncommitted line of credit agreement of up to $50 million borrowing capacity until June 30, 2024. The line bears interest based on MIFA’s monthly funding cost rate, which ranges from 5.40% to 6.00% as of March 31, 2024. As of March 31, 2024, there were no outstanding borrowings on this line of credit agreement. On June 30, 2024, the Company renewed its financing arrangement with MIFA, which extended the maturity date to June 30, 2025.

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5. COMMITMENTS AND CONTINGENCIES

Purchase Commitments—The Company has purchase commitments for materials and supplies incidental to the ordinary conduct of its business. Such commitments are not in excess of current market prices.

Litigation and Contingencies—The Company is party to certain legal proceedings that seek damages or injunctive relief. The Company’s management is of the opinion that the ultimate disposition of the legal proceedings will not have a material effect, if any, on the consolidated financial condition, results of operations, or cash flows of the Company.

6. Leases

The Company leases certain properties and buildings (manufacturing facilities and office space) and equipment under various arrangements which provide the right to use the underlying asset and require lease payments for the lease term. The Company’s lease portfolio consists of operating leases which expire at various dates through 2031 and finance leases which expire at various dates through 2025. The Company’s finance leases consist of leases for equipment.

Leases were recorded in the accompanying consolidated balance sheets as follows as of March 31, 2024 and 2023:

		2024		2023
Operating lease right-of-use assets	$	43,362,492	$	47,833,649
Finance lease right-of-use assets included in property, plant and   equipment (net amortization of $1,501,662 and $1,290,864)		72,671		283,468
Total right-of-use assets	$	43,435,163	$	48,117,117
Current operating lease liabilities	$	9,744,709	$	9,214,276
Long-term operating lease liabilities		35,504,015		40,831,833
Current finance lease liabilities, included
in accrued liabilities		76,795		231,267
Long-term finance lease liabilities, included
in other long-term liabilities				76,795
Total lease liabilities	$	45,325,519	$	50,354,171

Information related to operating leases are as follows as of March 31, 2024 and 2023:

	2024	2023
Weighted average remaining lease term	5.02 years	5.93 years
Weighted average incremental borrowing rate	3.53 %	3.52 %

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Information related to finance leases are as follows as of March 31, 2024 and 2023:

	2024	2023
Weighted average remaining lease term	0.62 years	1.26 years
Weighted average incremental borrowing rate	3.49 %	3.46 %

Rent expense on operating leases longer than 1 year was approximately $10,726,000, $10,172,000 and $10,667,000 for the fiscal years ended March 31, 2024, 2023 and 2022, respectively. Variable lease costs for the fiscal years ended March 31, 2024, 2023 and 2022, were approximately $6,917,000, $6,000,000 and $5,223,000, respectively, and were expensed as incurred. Variable lease costs primarily included common area maintenance charges, real estate taxes, insurance and annual changes in monthly rent costs mainly based on the consumer price index. Depreciation on finance leases was approximately $211,000, $402,000 and $514,000 and interest expense was approximately $6,000, $17,000 and $33,000 for the fiscal years ended March 31, 2024, 2023 and 2022, respectively.

Maturities of operating lease liabilities as of March 31, 2024, are as follows:

Fiscal Years Ending
March 31
2025	$	11,159,057
2026		9,992,480
2027		9,435,644
2028		7,083,232
2029		5,401,807
Thereafter		6,515,354
Total lease payments		49,587,574
Less interest		(4,338,850)
Present value of lease liabilities, including $9,744,709 of current liabilities	$	45,248,724

Maturities of finance lease liabilities as of March 31, 2024, are as follows:

Fiscal Years Ending
March 31
2025	$	77,555
Total lease payments		77,555
Less interest		(760)
Present value of lease liabilities, included in current liabilities	$	76,795

As of March 31, 2024, the Company’s future lease obligations that have not yet commenced are immaterial.

The Company evaluates the carrying values of right‑of‑use assets for impairment by assessing recoverability based on forecasted operating cash flows on an undiscounted basis in accordance with the FASB’s ASC 360, Property,

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Plant, and Equipment. For the fiscal years ended March 31, 2024, 2023 and 2022, the Company determined no impairment existed.

7. 401(k) Plan

Eligible employees of the Company participate in the MISA Consolidated 401(k) Plan. The MISA Consolidated 401(k) Plan provides for a 75% match on an employee’s contribution up to 6%, for a maximum company match of 4.5%. Total company contributions expensed were approximately $4,049,000, and $3,726,000 and $3,708,000 for the fiscal years ended March 31, 2024, 2023 and 2022, respectively.

8. RELATED‑PARTY ACTIVITIES

Summary of Related Party Transactions and Balances—A summary of related‑party transactions and balances as of March 31, 2024 and 2023 are as follows:

		2024		2023
Notes receivable from MISA	$	-	$	121,361,758
Notes receivable from MIFA		32,018,785
Accounts payable to MISA and its affiliates		4,211,021		3,002,383
Accrued liabilities to MISA		1,070,004		500,000
Accounts payable to Worthington Enterprises, Inc. and its affiliates		903,936		115,496
Accrued inventory from Worthington Enterprises, Inc. and its affiliates		120,198		285,108
Accrued distributions to Worthington Enterprises, Inc. and its affiliates		9,492,965
Accrued distributions to CWBS-MISA, Inc.		28,478,896
Operating lease right-of-use assets with a Sacks Family Trust		1,713,715		1,850,070
Operating lease liabilities-current with a Sacks Family Trust		212,729		187,127
Long-term operating lease liabilities with a Sacks Family Trust		1,455,205		1,669,840
Accounts receivable from CDH Custom Roll Form, LLC		1,225,687		1,997,114
Accounts Payable to CDH Custom Roll Form, LLC		115,156		116,393

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A summary of related party transactions and balances for the fiscal years ended March 31, 2024, 2023 and 2022 are as follows:

		2024		2023		2022
Other expense to MISA	$	5,122	$	7,648	$	14,155
Purchases from MISA and its affiliates		9,032,891		21,715,023		31,580,471
Payments to MISA for health insurance costs—including amount
contributed by the employees of $5,038,999, $4,866,336 and $4,924,338
for the fiscal years ended March 31, 2024, 2023 and 2022, respectively		19,701,209		18,647,196		18,974,815
Management fees incurred from MISA		500,000		500,000		500,000
Interest expense to MISA				204,521		202,667
Interest income from MISA		39,493		464,036		4,778
Interest income from MIFA		3,399,097
Purchases from Worthington Enterprises, Inc. and its affiliates		18,489,465		19,156,128		53,394,017
Distributions—dividends to:
Worthington		108,175,449		86,299,160		17,359,917
CWBS-MISA, Inc.		324,526,345		258,897,482		52,079,751
Lease payments made to a Sacks Family Trust		454,494		339,647
Purchases from Sacks Industrial		10,644,751		9,161,010
Purchases from Structa Wire, prior to acquiring 100% interest of Structa Wire				2,281,295		5,634,389
Rental income from CDH Custom Roll Form, LLC		168,409		183,719		183,719
Revenue from CDH Custom Roll Form, LLC		1,223,773		464,803		435,387
Reimbursement for management services provided to
CDH Custom Roll Form, LLC		2,023,609		1,650,276		1,202,570
Purchases from CDH Custom Roll Form, LLC		3,126,742		1,997,894		898,984
Commission Income from CDH Custom Roll Form, LLC		15,574		9,023		2,666

9. SUBSEQUENT EVENTS

The Company has evaluated subsequent events for potential recognition and disclosure through July 25, 2024, the date the consolidated financial statements were available to be issued, and has concluded there were no subsequent events to be reported in the Company’s consolidated financial statements, except as follows:

On June 30, 2024, the Company renewed its financing arrangement with MIFA, which extended the maturity date to June 30, 2025 (see Note 4).

******

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