Investments in Unconsolidated Affiliates | Note B – Investments in Unconsolidated Affiliates At May 31, 2016, equity investments and the percentage interests owned consisted of the following (in alphabetic order): ArtiFlex Manufacturing, LLC (“ArtiFlex”) (50%), Clarkwestern Dietrich Building Systems LLC (“ClarkDietrich”) (25%), Samuel Steel Pickling Company (31.25%), Serviacero Planos, S. de R. L. de C.V. (“Serviacero”) (50%), Worthington Armstrong Venture (“WAVE”) (50%), and Zhejiang Nisshin Worthington Precision Specialty Steel Co., Ltd. (10%). Effective March 1, 2016, the Company reached an agreement with United States Steel Corporation (“U.S. Steel”), its partner in the WSP joint venture, whereby the Company appoints a majority of the WSP Board of Directors, giving the Company effective control over the operations of WSP. Since that date, WSP’s results have been consolidated within the financial results of Steel Processing versus being reported in equity in net income of unconsolidated affiliates. For additional information, refer to “Note O – Acquisitions.” On October 18, 2013, we finalized an agreement with Nisshin Steel Co., Ltd. and Marubeni-Itochu Steel Inc. to form Zhejiang Nisshin Worthington Precision Specialty Steel Co., Ltd. We own a 10% interest in the joint venture with the option to increase our ownership interest to 34%. The joint venture is constructing a facility to produce cold-rolled strip steel, primarily for the automotive industry, which is scheduled to start production in the first quarter of fiscal 2017. During the second quarter of fiscal 2014, we dissolved our wind tower joint venture, Gestamp Worthington Wind Steel, LLC, due to the volatile political environment in the United States, particularly in regards to the Federal Production Tax Credit. This event did not have a material impact on our financial position or results of operations. On July 31, 2013, we acquired an additional 10% interest in our laser welded blank joint venture, TWB, increasing our ownership to a 55% controlling interest. Since that date, TWB’s results have been consolidated within the financial results of Steel Processing versus being reported in equity in net income of unconsolidated affiliates. For additional information, refer to “Note O – Acquisitions.” We received distributions from unconsolidated affiliates totaling $86,513,000, $78,297,000, and $85,346,000 in fiscal 2016, fiscal 2015 and fiscal 2014, respectively. We have received cumulative distributions from WAVE in excess of our investment balance, which resulted in an amount recorded within other liabilities on our consolidated balance sheets of $52,983,000 and $61,585,000 at May 31, 2016 and 2015, respectively. In accordance with the applicable accounting guidance, we reclassified the negative balance to the liability section of our consolidated balance sheet. We will continue to record our equity in the net income of WAVE as a debit to the investment account, and if it becomes positive, it will again be shown as an asset on our consolidated balance sheet. If it becomes probable that any excess distribution may not be returned (upon joint venture liquidation or otherwise), we will recognize any balance classified as a liability as income immediately. We use the “cumulative earnings” approach for determining cash flow presentation of distributions from our unconsolidated joint ventures. Distributions received are included in our consolidated statements of cash flows as operating activities, unless the cumulative distributions exceed our portion of the cumulative equity in the net earnings of the joint venture, in which case the excess distributions are deemed to be returns of the investment and are classified as investing activities in our consolidated statements of cash flows. During fiscal 2015, we received excess distributions from ClarkDietrich of $570,000. The following table presents combined information of the financial position of our unconsolidated affiliates accounted for using the equity method as of May 31, 2016 and 2015: (in thousands) 2016 2015 Cash $ 112,122 $ 101,011 Receivable from member (1) - 11,092 Other current assets 446,796 491,507 Noncurrent assets 352,370 318,939 Total assets $ 911,288 $ 922,549 Current liabilities $ 112,491 $ 184,028 Short-term borrowings 11,398 - Current maturities of long-term debt 3,297 4,489 Long-term debt 266,942 272,861 Other noncurrent liabilities 21,034 20,471 Equity 496,126 440,700 Total liabilities and equity $ 911,288 $ 922,549 (1) Represents cash owed from a third-party joint venture partner as a result of centralized cash management. The decrease in fiscal 2016 is due to the consolidation of the WSP joint venture. The following table presents financial results of our four largest unconsolidated affiliates for fiscal 2016, fiscal 2015 and fiscal 2014. All other unconsolidated affiliates are combined and presented in the Other category. (in thousands) 2016 2015 2014 Net sales WAVE $ 393,718 $ 382,451 $ 382,821 ClarkDietrich 615,609 576,171 549,267 Serviacero 260,337 277,385 249,661 ArtiFlex 219,510 183,029 170,531 Other 74,214 91,144 140,522 Total net sales $ 1,563,388 $ 1,510,180 $ 1,492,802 Gross margin WAVE $ 207,143 $ 181,102 $ 177,935 ClarkDietrich 95,427 65,530 73,803 Serviacero 15,328 17,028 22,268 ArtiFlex 30,181 24,145 16,839 Other 13,142 14,201 21,775 Total gross margin $ 361,221 $ 302,006 $ 312,620 Operating income WAVE $ 172,721 $ 147,603 $ 144,167 ClarkDietrich 33,897 10,436 27,918 Serviacero 11,110 14,036 19,413 ArtiFlex 22,612 16,476 9,785 Other 6,910 4,980 12,649 Total operating income $ 247,250 $ 193,531 $ 213,932 Depreciation and amortization WAVE $ 4,120 $ 4,150 $ 4,916 ClarkDietrich 14,289 16,638 16,523 Serviacero 3,508 3,462 3,533 ArtiFlex 6,105 7,258 7,129 Other 3,081 4,154 4,857 Total depreciation and amortization $ 31,103 $ 35,662 $ 36,958 Interest expense (income) WAVE $ 6,635 $ 6,412 $ 6,464 ClarkDietrich 80 138 103 Serviacero 114 201 474 ArtiFlex 1,650 1,973 2,183 Other (10 ) (29 ) (2 ) Total interest expense $ 8,469 $ 8,695 $ 9,222 Income tax expense WAVE $ 2,449 $ 2,539 $ 3,606 ClarkDietrich - - - Serviacero 6,249 7,844 5,689 ArtiFlex 289 105 82 Other 53 - 477 Total income tax expense $ 9,040 $ 10,488 $ 9,854 Net earnings WAVE $ 164,132 $ 138,670 $ 134,019 ClarkDietrich 58,539 11,799 27,837 Serviacero 6,246 8,429 14,530 ArtiFlex 20,673 14,398 7,539 Other 8,516 4,806 12,206 Total net earnings $ 258,106 $ 178,102 $ 196,131 The financial results of WSP have been included in the amounts presented in the tables above through March 1, 2016. Effective March 1, 2016, the Company obtained effective control over the operations of WSP. As a result, WSP’s results have been consolidated within the financial results of Steel Processing since that date with the minority member’s portion of earnings eliminated within earnings attributable to noncontrolling interest. The financial results of TWB have been included in the amounts presented in the tables above through July 31, 2013. On July 31, 2013, we completed the acquisition of an additional 10% interest in TWB. As a result, TWB’s results have been consolidated within the financial results of Steel Processing since that date with the minority member’s portion of earnings eliminated within earnings attributable to noncontrolling interest. At May 31, 2016, $23,283,000 of our consolidated retained earnings represented undistributed earnings, net of tax, of our unconsolidated affiliates. |