Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May 31, 2016 | Jul. 22, 2016 | Nov. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | May 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | WOR | ||
Entity Registrant Name | WORTHINGTON INDUSTRIES INC | ||
Entity Central Index Key | 108,516 | ||
Current Fiscal Year End Date | --05-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 63,880,868 | ||
Entity Public Float | $ 1,347,090,363 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | May 31, 2016 | May 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 84,188 | $ 31,067 |
Receivables, less allowances of $4,579 and $3,085 at May 31, 2016 and 2015, respectively | 439,688 | 474,292 |
Inventories: | ||
Raw materials | 162,427 | 181,975 |
Work in process | 86,892 | 107,069 |
Finished products | 70,016 | 85,931 |
Total inventories | 319,335 | 374,975 |
Income taxes receivable | 10,535 | 12,119 |
Assets held for sale | 10,079 | 23,412 |
Deferred income taxes | 22,034 | |
Prepaid expenses and other current assets | 51,635 | 54,294 |
Total current assets | 915,460 | 992,193 |
Investments in unconsolidated affiliates | 191,826 | 196,776 |
Goodwill | 246,067 | 238,999 |
Other intangible assets, net of accumulated amortization of $49,532 and $47,547 at May 31, 2016 and 2015, respectively | 96,164 | 119,117 |
Other assets | 31,400 | 24,867 |
Property, plant and equipment: | ||
Land | 18,537 | 16,017 |
Buildings and improvements | 256,973 | 218,182 |
Machinery and equipment | 945,951 | 872,986 |
Construction in progress | 48,156 | 40,753 |
Total property, plant and equipment | 1,269,617 | 1,147,938 |
Less: accumulated depreciation | 686,779 | 634,748 |
Total property, plant and equipment, net | 582,838 | 513,190 |
Total assets | 2,063,755 | 2,085,142 |
Current liabilities: | ||
Accounts payable | 290,432 | 294,129 |
Short-term borrowings | 2,651 | 90,550 |
Accrued compensation, contributions to employee benefit plans and related taxes | 75,105 | 66,252 |
Dividends payable | 13,471 | 12,862 |
Other accrued items | 45,056 | 56,913 |
Income taxes payable | 2,501 | 2,845 |
Current maturities of long-term debt | 862 | 841 |
Total current liabilities | 430,078 | 524,392 |
Other liabilities | 63,487 | 58,269 |
Distributions in excess of investment in unconsolidated affiliate | 52,983 | 61,585 |
Long-term debt | 579,982 | 579,352 |
Deferred income taxes | 17,379 | 21,495 |
Total liabilities | 1,143,909 | 1,245,093 |
Shareholders' equity - controlling interest: | ||
Preferred shares, without par value; authorized - 1,000,000 shares; issued and outstanding - none | ||
Common shares, without par value; authorized - 150,000,000 shares; issued and outstanding, 2016 - 61,533,668 shares, 2015 - 64,141,478 shares | 0 | 0 |
Additional paid-in capital | 298,984 | 289,078 |
Accumulated other comprehensive loss, net of taxes of $4,768 and $16,909 at May 31, 2016 and 2015, respectively | (28,565) | (50,704) |
Retained earnings | 522,952 | 510,738 |
Total shareholders' equity - controlling interest | 793,371 | 749,112 |
Noncontrolling interests | 126,475 | 90,937 |
Total equity | 919,846 | 840,049 |
Total liabilities and equity | $ 2,063,755 | $ 2,085,142 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | May 31, 2016 | May 31, 2015 |
Receivables, allowances | $ 4,579 | $ 3,085 |
Other intangible assets, accumulated amortization | $ 49,532 | $ 47,547 |
Preferred shares, without par value | $ 0 | $ 0 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Common stock, without par value | $ 0 | $ 0 |
Common shares, authorized | 150,000,000 | 150,000,000 |
Common shares, shares issued | 61,533,668 | 64,141,478 |
Common shares, shares outstanding | 61,533,668 | 64,141,478 |
Accumulated other comprehensive income (loss), taxes | $ 4,768 | $ 16,909 |
Consolidated Statements of Earn
Consolidated Statements of Earnings - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
May 31, 2016 | May 31, 2015 | May 31, 2014 | ||
Net sales | $ 2,819,714 | $ 3,384,234 | $ 3,126,426 | |
Cost of goods sold | 2,367,121 | 2,920,701 | 2,633,907 | |
Gross margin | 452,593 | 463,533 | 492,519 | |
Selling, general and administrative expense | 297,402 | 295,920 | 300,396 | |
Impairment of goodwill and long-lived assets | 25,962 | 100,129 | 58,246 | |
Restructuring and other expense (income) | 7,177 | 6,927 | (1,876) | |
Operating income | 122,052 | 60,557 | 135,753 | |
Other income (expense): | ||||
Miscellaneous income, net | 11,267 | 795 | 16,963 | |
Interest expense | (31,670) | (35,800) | (26,671) | |
Equity in net income of unconsolidated affiliates | 114,966 | 87,476 | 91,456 | |
Earnings before income taxes | 216,615 | 113,028 | 217,501 | |
Income tax expense | 58,987 | 25,772 | 57,349 | |
Net earnings | 157,628 | 87,256 | 160,152 | |
Net earnings attributable to noncontrolling interests | [1] | 13,913 | 10,471 | 8,852 |
Net earnings attributable to controlling interest | $ 143,715 | $ 76,785 | $ 151,300 | |
Basic | ||||
Average common shares outstanding | 62,469 | 66,309 | 68,944 | |
Earnings per share attributable to controlling interest | $ 2.30 | $ 1.16 | $ 2.19 | |
Diluted | ||||
Average common shares outstanding | 64,755 | 68,483 | 71,664 | |
Earnings per share attributable to controlling interest | $ 2.22 | $ 1.12 | $ 2.11 | |
[1] | Net earnings attributable to noncontrolling interests are not taxable to Worthington. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Net earnings | $ 157,628 | $ 87,256 | $ 160,152 |
Other comprehensive income (loss): | |||
Foreign currency translation | 4,716 | (34,229) | 7,618 |
Pension liability adjustment, net of tax | (2,058) | (3,738) | (1,044) |
Cash flow hedges, net of tax | 22,208 | (11,653) | 2,509 |
Other comprehensive income (loss) | 24,866 | (49,620) | 9,083 |
Comprehensive income | 182,494 | 37,636 | 169,235 |
Comprehensive income attributable to noncontrolling interests | 16,640 | 7,974 | 9,480 |
Comprehensive income attributable to controlling interest | $ 165,854 | $ 29,662 | $ 159,755 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | PSI Energy Solutions, LLC | DHybrid Systems LLC | Worthington Specialty Processing | Common Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Loss, Net of Tax | Retained Earnings | Total | Noncontrolling Interests | Noncontrolling InterestsPSI Energy Solutions, LLC | Noncontrolling InterestsDHybrid Systems LLC | Noncontrolling InterestsWorthington Specialty Processing |
Balance at May. 31, 2013 | $ 872,237 | $ 244,864 | $ (12,036) | $ 597,994 | $ 830,822 | $ 41,415 | |||||||
Balance (in shares) at May. 31, 2013 | 69,752,411 | ||||||||||||
Net earnings | 160,152 | 151,300 | 151,300 | 8,852 | |||||||||
Other comprehensive income (loss) | 9,083 | 8,455 | 8,455 | 628 | |||||||||
Acquisition | $ 84,144 | $ 84,144 | |||||||||||
Common shares issued, net of withholding tax | 4,618 | 4,618 | 4,618 | ||||||||||
Common shares issued, net of withholding tax (in shares) | 1,036,573 | ||||||||||||
Stock-based compensation | 25,651 | 25,651 | 25,651 | ||||||||||
Purchases and retirement of common shares (in shares) | (3,380,500) | ||||||||||||
Purchases and retirement of common shares | (128,218) | (12,523) | (115,695) | (128,218) | |||||||||
Payments to noncontrolling interests | (40,969) | (40,969) | |||||||||||
Cash dividends declared ($0.60 per share in 2014, $0.72 per share in 2015, and $0.76 per share in 2016) | (41,816) | (41,816) | (41,816) | ||||||||||
Balance at May. 31, 2014 | 944,882 | 262,610 | (3,581) | 591,783 | 850,812 | 94,070 | |||||||
Balance (in shares) at May. 31, 2014 | 67,408,484 | ||||||||||||
Net earnings | 87,256 | 76,785 | 76,785 | 10,471 | |||||||||
Other comprehensive income (loss) | (49,620) | (47,123) | (47,123) | (2,497) | |||||||||
Acquisition | $ 4,082 | $ 4,082 | |||||||||||
Common shares issued, net of withholding tax | 2,910 | 2,910 | 2,910 | ||||||||||
Common shares issued, net of withholding tax (in shares) | 909,181 | ||||||||||||
Theoretical common shares in NQ plans | 14,560 | 14,560 | 14,560 | ||||||||||
Stock-based compensation | $ 26,837 | 26,837 | 26,837 | ||||||||||
Purchases and retirement of common shares (in shares) | (4,176,187) | (4,176,187) | |||||||||||
Purchases and retirement of common shares | $ (127,360) | (17,839) | (109,521) | (127,360) | |||||||||
Payments to noncontrolling interests | (15,189) | (15,189) | |||||||||||
Cash dividends declared ($0.60 per share in 2014, $0.72 per share in 2015, and $0.76 per share in 2016) | (48,309) | (48,309) | (48,309) | ||||||||||
Balance at May. 31, 2015 | 840,049 | 289,078 | (50,704) | 510,738 | 749,112 | 90,937 | |||||||
Balance (in shares) at May. 31, 2015 | 64,141,478 | ||||||||||||
Net earnings | 157,628 | 143,715 | 143,715 | 13,913 | |||||||||
Other comprehensive income (loss) | 24,866 | 22,139 | 22,139 | 2,727 | |||||||||
Acquisition | $ 28,004 | $ 28,004 | |||||||||||
Common shares issued, net of withholding tax | 8,707 | 8,707 | 8,707 | ||||||||||
Common shares issued, net of withholding tax (in shares) | 892,190 | ||||||||||||
Theoretical common shares in NQ plans | 960 | 960 | 960 | ||||||||||
Stock-based compensation | $ 16,534 | 16,534 | 16,534 | ||||||||||
Purchases and retirement of common shares (in shares) | (3,500,000) | (3,500,000) | |||||||||||
Purchases and retirement of common shares | $ (99,847) | (16,295) | (83,552) | (99,847) | |||||||||
Payments to noncontrolling interests | (9,106) | (9,106) | |||||||||||
Cash dividends declared ($0.60 per share in 2014, $0.72 per share in 2015, and $0.76 per share in 2016) | (47,949) | (47,949) | (47,949) | ||||||||||
Balance at May. 31, 2016 | $ 919,846 | $ 298,984 | $ (28,565) | $ 522,952 | $ 793,371 | $ 126,475 | |||||||
Balance (in shares) at May. 31, 2016 | 61,533,668 |
Consolidated Statements of Equ7
Consolidated Statements of Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Cash dividend declared, per share | $ 0.76 | $ 0.72 | $ 0.60 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Operating activities: | |||
Net earnings | $ 157,628 | $ 87,256 | $ 160,152 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 84,699 | 85,089 | 79,730 |
Impairment of goodwill and long-lived assets | 25,962 | 100,129 | 58,246 |
Provision for (benefit from) deferred income taxes | 7,354 | (39,960) | (25,916) |
Bad debt expense | 346 | 259 | 32 |
Equity in net income of unconsolidated affiliates, net of distributions | (29,473) | (12,299) | (15,333) |
Net (gain) loss on sale of assets | (12,996) | 3,277 | (11,212) |
Stock-based compensation | 15,836 | 17,916 | 22,017 |
Excess tax benefits - stock-based compensation | (7,178) | (8,880) | |
Gain on previously held equity interests | (6,877) | (11,000) | |
Changes in assets and liabilities, net of impact of acquisitions: | |||
Receivables | 66,117 | 32,011 | (49,206) |
Inventories | 66,351 | 54,108 | (38,010) |
Prepaid expenses and other current assets | 18,327 | (15,295) | (2,921) |
Other assets | (4,530) | 1,617 | (5,278) |
Accounts payable and accrued expenses | 20,180 | (83,190) | 69,682 |
Other liabilities | 4,460 | (9,365) | 6,943 |
Net cash provided by operating activities | 413,384 | 214,375 | 229,046 |
Investing activities: | |||
Investment in property, plant and equipment | (97,036) | (96,255) | (71,338) |
Investment in notes receivable | (7,300) | ||
Acquisitions, net of cash acquired | (34,206) | (105,291) | (11,517) |
Distributions from (investments in) unconsolidated affiliates | (5,595) | (8,230) | 9,223 |
Proceeds from sale of assets and insurance | 9,797 | 14,007 | 27,438 |
Net cash used by investing activities | (127,040) | (203,069) | (46,194) |
Financing activities: | |||
Net proceeds from (repayments of) short-term borrowings, net of issuance costs | (85,843) | 79,047 | (103,618) |
Proceeds from long-term debt, net of issuance costs | 921 | 30,572 | 247,566 |
Principal payments on long-term debt | (862) | (102,852) | (1,219) |
Proceeds from issuance of common shares | 8,707 | 2,910 | 4,618 |
Excess tax benefits - stock-based compensation | 7,178 | 8,880 | |
Payments to noncontrolling interests | (9,106) | (13,379) | (40,969) |
Repurchase of common shares | (99,847) | (127,360) | (128,218) |
Dividends paid | (47,193) | (46,434) | (31,198) |
Net cash used by financing activities | (233,223) | (170,318) | (44,158) |
Increase (decrease) in cash and cash equivalents | 53,121 | (159,012) | 138,694 |
Cash and cash equivalents at beginning of year | 31,067 | 190,079 | 51,385 |
Cash and cash equivalents at end of year | $ 84,188 | $ 31,067 | $ 190,079 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2016 | |
Summary of Significant Accounting Policies | Note A – Summary of Significant Accounting Policies Consolidation: dHybrid Systems, LLC (“dHybrid”), Spartan Steel Coating, LLC (“Spartan”), TWB Company, L.L.C. (“TWB”), Worthington Aritaş Basinçli Kaplar Sanayi (“Worthington Aritas”), Worthington Energy Innovations, LLC (“WEI”), and Worthington Specialty Processing (“WSP”) in which we own controlling interests of 79.59%, 52%, 55%, 75%, 75%, and 51%, respectively, are consolidated with the equity owned by the other joint venture members shown as noncontrolling interests in our consolidated balance sheets, and the other joint venture members’ portions of net earnings and other comprehensive income or loss (“OCI”) shown as net earnings or comprehensive income attributable to noncontrolling interests in our consolidated statements of earnings and consolidated statements of comprehensive income, respectively. Use of Estimates: Cash and Cash Equivalents: Inventories: Derivative Financial Instruments: In order for hedging relationships to qualify for hedge accounting under current accounting guidance, we formally document each hedging relationship and its risk management objective. This documentation includes the hedge strategy, the hedging instrument, the hedged item, the nature of the risk being hedged, how hedge effectiveness will be assessed prospectively and retrospectively as well as a description of the method used to measure hedge ineffectiveness. Derivative instruments are executed only with highly-rated counterparties. No credit loss is anticipated on existing instruments, and no material credit losses have been experienced to date. We monitor our positions, as well as the credit ratings of counterparties to those positions. We discontinue hedge accounting when it is determined that the derivative instrument is no longer effective in offsetting the hedged risk, expires or is sold, is terminated or is no longer designated as a hedging instrument because it is unlikely that a forecasted transaction will occur or we determine that designation of the hedging instrument is no longer appropriate. In all situations in which hedge accounting is discontinued and the derivative instrument is retained, we continue to carry the derivative instrument at its fair value on the consolidated balance sheet and recognize any subsequent changes in its fair value in net earnings immediately. When it is probable that a forecasted transaction will not occur, we discontinue hedge accounting and immediately recognize the gains and losses that were accumulated in AOCI. Refer to “Note P – Derivative Instruments and Hedging Activities” for additional information regarding the consolidated balance sheet location and the risk classification of our derivative instruments. Risks and Uncertainties In fiscal 2016, our largest customer accounted for approximately 8% of our consolidated net sales, and our ten largest customers accounted for approximately 34% of our consolidated net sales. A significant loss of, or decrease in, business from any of these customers could have an adverse effect on our sales and financial results if we cannot obtain replacement business. Also, due to consolidation within the industries we serve, including the construction, automotive and retail industries, our sales may be increasingly sensitive to deterioration in the financial condition of, or other adverse developments with respect to, one or more of our largest customers. Our principal raw material is flat-rolled steel, which we purchase from multiple primary steel producers. The steel industry as a whole has been cyclical, and at times availability and pricing can be volatile due to a number of factors beyond our control. This volatility can significantly affect our steel costs. In an environment of increasing prices for steel and other raw materials, in general, competitive conditions may impact how much of the price increases we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, our financial results could be adversely affected. Also, if steel prices decrease, in general, competitive conditions may impact how quickly we must reduce our prices to our customers and we could be forced to use higher-priced raw materials to complete orders for which the selling prices have decreased. Declining steel prices could also require us to write-down the value of our inventories to reflect current market pricing. Further, the number of suppliers has decreased in recent years due to industry consolidation and the financial difficulties of certain suppliers, and consolidation may continue. Accordingly, if delivery from a major steel supplier is disrupted, it may be more difficult to obtain an alternative supply than in the past. Receivables: The allowance for doubtful accounts is used to record the estimated risk of loss related to the customers’ inability to pay. This allowance is maintained at a level that we consider appropriate based on factors that affect collectability, such as the financial health of our customers, historical trends of charge-offs and recoveries and current economic and market conditions. As we monitor our receivables, we identify customers that may have payment problems, and we adjust the allowance accordingly, with the offset to selling, general and administrative (“SG&A”) expense. Account balances are charged off against the allowance when recovery is considered remote. The allowance for doubtful accounts increased approximately $1,494,000 during fiscal 2016 to $4,579,000. While we believe our allowances are adequate, changes in economic conditions, the financial health of customers and bankruptcy settlements could impact our future earnings. If the economic environment and market conditions deteriorate, particularly in the automotive and construction end markets where our exposure is greatest, additional reserves may be required. Property and Depreciation: Goodwill and Other Long-Lived Assets: The goodwill impairment test consists of comparing the fair value of each reporting unit, determined using discounted cash flows, to each reporting unit’s respective carrying value. If the estimated fair value of a reporting unit exceeds its carrying value, there is no impairment. If the carrying amount of the reporting unit exceeds its estimated fair value, goodwill impairment is indicated. The amount of the impairment is determined by comparing the fair value of the net assets of the reporting unit, excluding goodwill, to its estimated fair value, with the difference representing the implied fair value of the goodwill. If the implied fair value of the goodwill is lower than its carrying value, the difference is recorded as an impairment charge in our consolidated statements of earnings. The impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset to its carrying value. If the carrying value of the intangible asset exceeds its fair value, the difference is recorded as an impairment charge in our consolidated statements of earnings. We review the carrying value of our long-lived assets, including intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its respective carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized. The loss recognized is equal to the amount that the carrying value of the asset or asset group exceeds fair value. Our impairment testing for both goodwill and other long-lived assets, including intangible assets with finite useful lives, is largely based on cash flow models that require significant judgment and require assumptions about future volume trends, revenue and expense growth rates; and, in addition, external factors such as changes in economic trends and cost of capital. Significant changes in any of these assumptions could impact the outcomes of the tests performed. See “Note C – Goodwill and Other Long-Lived Assets” for additional details regarding these assets and related impairment testing. Leases: Stock-Based Compensation: Revenue Recognition Advertising Expense: Shipping and Handling Fees and Costs: Environmental Costs: Statements of Cash Flows: (in thousands) 2016 2015 2014 Interest paid, net of amount capitalized $ 30,431 $ 36,190 $ 24,199 Income taxes paid, net of refunds 50,750 67,825 81,997 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. Income Taxes: Tax benefits from uncertain tax positions that are recognized in the consolidated financial statements are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. We have reserves for taxes and associated interest and penalties that may become payable in future years as a result of audits by taxing authorities. It is our policy to record these in income tax expense. While we believe the positions taken on previously filed tax returns are appropriate, we have established the tax and interest reserves in recognition that various taxing authorities may challenge our positions. The tax reserves are analyzed periodically, and adjustments are made as events occur to warrant adjustment to the reserves, such as lapsing of applicable statutes of limitations, conclusion of tax audits, additional exposure based on current calculations, identification of new issues and release of administrative guidance or court decisions affecting a particular tax issue. Self-Insurance Reserves: Recently Issued Accounting Standards In February 2015, amended accounting guidance was issued that revised consolidation requirements in order to provide financial statement users with a more useful presentation of an entity’s economic and operational results. The amended guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted, and the amendments may be applied using either a retrospective or modified retrospective approach. We do not expect the adoption of this amended accounting guidance to have a material impact on our financial position or results of operations. In April 2015, amended accounting guidance was issued to simplify the presentation of debt issuance costs by requiring that such costs be presented in the balance sheet as a direct deduction from the carrying amount of the corresponding debt liability itself. The amended guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been issued. Retrospective application to prior periods is required. The adoption of this guidance will not have a significant impact on our consolidated financial position and results of operations. In July 2015, amended accounting guidance was issued regarding the measurement of inventory. The amended guidance requires that inventory accounted for under the first-in, first-out (FIFO) or average cost methods be measured at the lower of cost and net realizable value, where net realizable value represents the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amended guidance has no impact on inventory accounted for under the last-in, first-out (LIFO) or retail inventory methods. The amended guidance is effective prospectively for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of an interim or annual reporting period. We do not expect the adoption of this amended accounting guidance to have a material impact on our financial position or results of operations. In September 2015, amended accounting guidance was issued regarding adjustments to provisional amounts reported in conjunction with a business combination. The amended guidance requires that an acquirer in a business combination recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendment also requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change, calculated as if the accounting had been completed at the acquisition date. Additionally, the amendment requires the acquirer to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amended guidance is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been issued. We do not expect the adoption of this amended accounting guidance to have a material impact on our financial position or results of operations. In November 2015, amended accounting guidance was issued that simplifies the presentation of deferred income taxes. The amended guidance requires entities with a classified balance sheet to present all deferred income tax assets and liabilities as noncurrent. The amended guidance is effective for financial statements issued for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period, and the change may be applied either prospectively or retrospectively. The Company elected to early adopt this amended accounting guidance during the fourth quarter of fiscal 2016. The adoption was on a prospective basis and therefore prior periods have not been restated. In February 2016, amended accounting guidance was issued that replaces most existing lease accounting guidance under U.S. GAAP. Among other changes, the amended guidance requires that lease assets and liabilities be recognized on the balance sheet by lessees for those leases classified as operating leases under previous guidance. The amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, and the change is to be applied using a modified retrospective approach as of the beginning of the earliest period presented. We are in the process of evaluating the effect this guidance will have on our consolidated financial position and results of operations, and we have not determined the effect of the amended guidance on our ongoing financial reporting. In March 2016, amended accounting guidance was issued regarding derivatives instruments designated as hedging instruments. The amended guidance clarifies that a change in the counterparty to such a hedging instrument does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The amended guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, and the change may be applied either prospectively or retrospectively. We do not expect the adoption of this amended accounting guidance to have a material impact on our financial position or results of operations. In March 2016, amended accounting guidance was issued that simplifies the accounting for share-based payments. The amended guidance impacts several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, statutory withholding requirements, and classification in the statement of cash flows. The amended guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company elected to early adopt this amended accounting guidance during the fourth quarter of fiscal 2016. The impact resulting from the adoption of this amended guidance is summarized below. • Income Tax Accounting • Forfeitures • Statement of Cash Flows Presentation In June 2016, amended accounting guidance was issued related to the measurement of credit losses on financial instruments. The amended guidance changes the impairment model for most financial assets to require measurement and recognition of expected credit losses for financial assets held. The amended guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are in the process of evaluating the effect this guidance will have on our consolidated financial position and results of operations, and we have not determined the effect of the amended guidance on our ongoing financial reporting. |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 12 Months Ended |
May 31, 2016 | |
Unconsolidated Affiliates | |
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. |
Goodwill and Other Long-Lived A
Goodwill and Other Long-Lived Assets | 12 Months Ended |
May 31, 2016 | |
Goodwill and Other Long-Lived Assets | Note C – Goodwill and Other Long-Lived Assets Fiscal 2016: During the second quarter of fiscal 2016, the continued decline of oil prices further reduced the demand for Oil & Gas Equipment products, causing a significant decrease in the long-term cash flow projections of that business. Based on these revised cash flow projections, the Company determined that long-lived assets of two of the facilities with a combined carrying amount of $59,895,000 were impaired and wrote them down to their estimated fair value of $36,933,000, resulting in an impairment charge of $22,962,000. Fair value was based on expected future cash flows using Level 3 inputs under Accounting Standard Codification (“ASC”) 820. The cash flows are those expected to be generated by market participants, discounted at an appropriate rate for the risks inherent in those cash flow projections, or 13%. Because of deteriorating market conditions (i.e., rising interest rates and declining marketplace demand), it is possible that our estimate of discounted cash flows may change resulting in the need to adjust our determination of fair value. As a result of the impairment of the Oil & Gas Equipment assets noted above, the Company also performed an impairment review of the goodwill of the Pressure Cylinders reporting unit during the second quarter of fiscal 2016. The Company first assessed the reporting unit structure and determined that it was no longer appropriate to aggregate the Oil & Gas Equipment component with the rest of Pressure Cylinders for purposes of goodwill impairment testing. This determination was driven by changes in the economic characteristics of the Oil & Gas Equipment business as a result of sustained low oil prices, which now indicate that the risk profile and prospects for growth and profitability of the Oil & Gas Equipment component are no longer similar to the other components of our Pressure Cylinders businesses. In accordance with the applicable accounting guidance, the Company allocated a portion of Pressure Cylinders goodwill totaling $25,982,000 to the Oil & Gas Equipment reporting unit using a relative fair value approach. A subsequent comparison of the fair values of the Oil & Gas Equipment and the Pressure Cylinders reporting units, determined using discounted cash flows, to their respective carrying values indicated that a step 2 calculation to quantify a potential impairment was not required. The key assumptions that drive the fair value calculations are projected cash flows and the discount rate. Prior to the allocation of goodwill, the Company tested the goodwill of the old Pressure Cylinders reporting unit for impairment and determined that fair value exceeded carrying value by a significant amount. During the first quarter of fiscal 2016, management finalized its plan to close the Engineered Cabs facility in Florence, South Carolina and transfer the majority of the business to the Engineered Cabs facility in Greeneville, Tennessee. Under the plan, certain machinery and equipment was transferred to the Greeneville facility to support higher volume requirements. Management reevaluated the recoverability of the remaining assets and determined that long-lived assets with a carrying value of $4,059,000 were impaired. As a result, these long-lived assets were written down to their estimated fair value of $1,059,000 resulting in an impairment charge of $3,000,000 during the first quarter of fiscal 2016. The Company ceased production at the Florence facility on September 30, 2015. Fiscal 2015: During the third quarter of fiscal 2015, the Company concluded that an interim impairment test of the goodwill of its Engineered Cabs reporting unit was necessary. This conclusion was based on certain indicators of impairment, including the decision to close the Company’s Engineered Cabs’ facility in Florence, South Carolina and significant downward revisions to forecasted cash flows as a result of continued weakness in the mining and agricultural end markets and higher than expected manufacturing costs. Prior to conducting the goodwill impairment test, the Company first evaluated the other long-lived assets of the Engineered Cabs reporting unit for recoverability. Recoverability was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sums of the undiscounted future cash flows for the customer relationship intangible asset and the property, plant and equipment of the Florence, South Carolina facility were less than their respective carrying values. As a result, these assets were written down to their respective fair values, resulting in impairment charges of $22,356,000 for the customer relationship intangible asset and $14,311,000 for the property, plant and equipment of the Florence asset group during the third quarter of fiscal 2015. As noted above, an additional impairment charge related to the Florence asset group was later recognized during the first quarter of fiscal 2016. As noted above, the Company determined that indicators of potential impairment existed to require an interim goodwill analysis of the Engineered Cabs reporting unit. A comparison of the fair value of the Engineered Cabs reporting unit, determined using discounted cash flows, to its carrying value indicated that a step 2 calculation to quantify the potential impairment was required. After a subsequent review of the fair value of the net assets of Engineered Cabs, it was determined that the implied fair value of goodwill was $0 and, accordingly, the entire $44,933,000 goodwill balance was written-off during the third quarter of fiscal 2015. The key assumptions used in the fair value calculations were projected cash flows and the discount rate. During the second quarter of fiscal 2015, management committed to a plan to sell the assets of the Advanced Component Technologies, Inc. (“ACT”) business within Engineered Cabs. In accordance with the applicable accounting guidance, the net assets were recorded at the lower of net book value or fair value less costs to sell, resulting in an impairment charge of $2,389,000. During the third quarter of fiscal 2015, the Company completed the sale of these assets and recognized a gain of $332,000. Also during the second quarter of fiscal 2015, we determined that indicators of impairment were present at the Company’s aluminum high-pressure cylinder business in New Albany, Mississippi, and at the Company’s military construction business due to current and projected operating losses. Recoverability of the identified asset groups was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sum of the undiscounted future cash flows was less than the net book value of the asset groups. In accordance with the applicable accounting guidance, the net assets were written down to their fair values, resulting in impairment charges of $3,221,000 and $1,179,000, respectively. During the fourth quarter of fiscal 2014, the Company committed to a plan to sell its 60% ownership interest in Worthington Nitin Cylinders, a consolidated joint venture in India, and Precision Specialty Metals (“PSM”), a stainless steel business. Accordingly, at May 31, 2014, the net assets of these businesses were recorded as assets held for sale at the lower of their fair values or net book values, less selling costs. During the first half of fiscal 2015, changes in facts and circumstances related to these businesses indicated that the Company needed to reassess the fair value of these assets. As a result, additional impairment charges of $6,346,000 and $3,050,000, respectively, were recorded. The Company completed the sale of Worthington Nitin Cylinders during the second quarter of fiscal 2016. Fiscal 2014: During the fourth quarter of fiscal 2014, we determined that indicators of impairment were present at the Company’s aluminum high-pressure cylinder business in New Albany, Mississippi, due to current and projected operating losses. Recoverability of the identified asset group was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sum of these undiscounted future cash flows was less than the net book value of the asset group. In accordance with the applicable accounting guidance, the net assets were written down to their fair value of $7,034,000, resulting in an impairment charge of $1,412,000. During the second quarter of fiscal 2014, we committed to a re-branding initiative. Under the re-branding initiative, we re-branded substantially all of our businesses under the Worthington Industries name. In connection with the change in branding strategy, we discontinued the use of all non-Worthington trade names except those related to consumer products such as BernzOmatic ® ® Goodwill The following table summarizes the changes in the carrying amount of goodwill during fiscal 2016 and fiscal 2015 by reportable business segment: Steel Pressure Engineered Other Total (in thousands) Balance at May 31, 2014 Goodwill $ - $ 200,509 $ 44,933 $ 127,245 $ 372,687 Accumulated impairment losses - - - (121,594 ) (121,594 ) - 200,509 44,933 5,651 251,093 Acquisitions and purchase accounting adjustments 6,587 41,421 - - 48,008 Divestitures - (1,891 ) - - (1,891 ) Translation adjustments - (13,278 ) - - (13,278 ) Impairment losses - - (44,933 ) - (44,933 ) 6,587 26,252 (44,933 ) - (12,094 ) Balance at May 31, 2015 Goodwill 6,587 226,761 44,933 127,245 405,526 Accumulated impairment losses - - (44,933 ) (121,594 ) (166,527 ) 6,587 226,761 - 5,651 238,999 Acquisitions and purchase accounting adjustments 458 6,713 - - 7,171 Translation adjustments - (103 ) - - (103 ) 458 6,610 - - 7,068 Balance at May 31, 2016 Goodwill 7,045 233,371 44,933 127,245 412,594 Accumulated impairment losses - - (44,933 ) (121,594 ) (166,527 ) $ 7,045 $ 233,371 $ - $ 5,651 $ 246,067 For additional information regarding the Company’s acquisitions, refer to “Note O – Acquisitions.” Other Intangible Assets Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, which range from one to 20 years. The following table summarizes other intangible assets by class as of May 31, 2016 and 2015: 2016 2015 (in thousands) Cost Accumulated Cost Accumulated Indefinite-lived intangible assets: Trademarks $ 14,501 $ - $ 12,601 $ - Total indefinite-lived intangible assets 14,501 - 12,601 - Definite-lived intangible assets: Customer relationships $ 96,072 $ 35,561 $ 119,871 $ 34,421 Non-compete agreements 9,422 6,237 14,221 6,897 Technology / know-how 21,689 3,865 15,633 2,350 Other 4,012 3,869 4,338 3,879 Total definite-lived intangible assets 131,195 49,532 154,063 47,547 Total intangible assets $ 145,696 $ 49,532 $ 166,664 $ 47,547 Amortization expense of $15,813,000, $20,422,000, and $17,386,000 was recognized during fiscal 2016, fiscal 2015 and fiscal 2014, respectively. Amortization expense for each of the next five fiscal years is estimated to be: (in thousands) 2017 $ 13,664 2018 $ 13,225 2019 $ 10,772 2020 $ 8,385 2021 $ 7,813 |
Restructuring and Other Expense
Restructuring and Other Expense | 12 Months Ended |
May 31, 2016 | |
Restructuring and Other Expense | Note D – Restructuring and Other Expense We consider restructuring activities to be programs whereby we fundamentally change our operations such as closing and consolidating manufacturing facilities, moving manufacturing of a product to another location, and employee severance (including rationalizing headcount or other significant changes in personnel). A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other expense (income) financial statement caption in our consolidated statement of earnings for fiscal 2016, is summarized below: (in thousands) Beginning Expense Payments Adjustments Ending Early retirement and severance $ 2,170 $ 6,137 $ (5,746 ) $ (730 ) $ 1,831 Facility exit and other costs 371 7,967 (7,482 ) (203 ) 653 $ 2,541 14,104 $ (13,228 ) $ (933 ) $ 2,484 Net gain on sale of assets (6,927 ) Restructuring and other expense $ 7,177 During fiscal 2016, the following actions were taken related to the Company’s restructuring activities: • In connection with the closure of the Engineered Cabs facility in Florence, South Carolina the Company recognized severance expense of $1,929,000 and facility exit costs of $1,283,000. The Company also recognized a net loss of $207,000 related to the disposal of assets. • The Company recognized severance expense of $1,803,000 related to workforce reductions in our Oil & Gas Equipment business within Pressure Cylinders. • In connection with the closure of the Company’s stainless steel business, PSM, the Company recognized $5,863,000 of facility exit costs and severance expense of $1,122,000. The Company also recognized a net gain of $670,000 related to the disposal of assets. • In connection with the pending closure of the steel packaging facility in York, Pennsylvania, the Company recognized severance expense of $589,000. • The Company recognized a gain of $2,978,000 in connection with the sale of the remaining fixed assets of its legacy Baltimore steel processing facility. The Company also recorded a $240,000 credit to severance expense and recognized facility exit costs of $130,000 during fiscal 2016 related to this matter. • The Company recognized a gain of $1,484,000 in connection with the sale of the remaining land and building of its legacy metal framing business. • The Company recognized a gain of $1,928,000 in connection with the sale of its interest in Worthington Nitin Cylinders, the Company’s alternative fuels joint venture in India. The sale was completed on January 28, 2016. • In connection with the consolidation of the cryogenics trailer business in Boston, Massachusetts, to the recently acquired facility in Theodore, Alabama, the Company recognized severance expense of $550,000. • The Company incurred severance expense and facility costs totaling $384,000 and $691,000, respectively, related to other non-significant restructuring activities. The total liability as of May 31, 2016 is expected to be paid in the next twelve months. A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other expense (income) financial statement caption in our consolidated statement of earnings for fiscal 2015, is summarized as follows: (in thousands) Beginning Expense Payments Adjustments Ending Early retirement and severance $ 6,495 $ 3,323 $ (7,694 ) $ 46 $ 2,170 Facility exit and other costs 534 1,266 (1,568 ) 139 371 $ 7,029 4,589 $ (9,262 ) $ 185 $ 2,541 Net loss on sale of assets 2,338 Restructuring and other expense $ 6,927 During fiscal 2015, the following actions were taken related to the Company’s restructuring activities: • In connection with the wind-down of our former Metal Framing operating segment, we recognized $413,000 of facility exit and other costs. • The Company completed the sale of its aluminum high-pressure cylinder business in New Albany, Mississippi, for cash proceeds of $8,415,000. A loss of $2,670,000 was recognized as a result of the transaction, which included $1,891,000 of allocated goodwill. The Company also recognized an accrual of $664,000 for expected severance costs associated with the transaction. • The Company completed the sale of the ACT business within Engineered Cabs for cash proceeds of $2,622,000, resulting in a gain of $332,000. • On March 24, 2015, the Company announced a workforce reduction in several Oil & Gas Equipment locations due to slowing demand. The Company recognized an accrual of $2,221,000 for expected severance costs covering those affected by the workforce reductions. • In connection with the consolidation of the BernzOmatic hand torch manufacturing operation in Medina, New York into the existing Pressure Cylinders’ facility in Chilton, Wisconsin, we incurred $853,000 of facility exit costs. • In connection with the wind down of the Military Construction business, the Company recognized an accrual of $366,000 for expected severance costs. |
Contingent Liabilities and Comm
Contingent Liabilities and Commitments | 12 Months Ended |
May 31, 2016 | |
Contingent Liabilities and Commitments | Note E – Contingent Liabilities and Commitments Legal Proceedings We are defendants in certain legal actions. In the opinion of management, the outcome of these actions, which is not clearly determinable at the present time, would not significantly affect our consolidated financial position or future results of operations. We also believe that environmental issues will not have a material effect on our capital expenditures, consolidated financial position or future results of operations. Insurance Recoveries On August 19, 2013, a fire occurred at our Pressure Cylinders facility in Kienberg, Austria, in the building that houses the massing process in the production of acetylene cylinders. The other portions of the Austrian facility were not damaged; however, the massing process building sustained extensive damage and was rendered inoperable. Additionally, we incurred incremental business interruption costs. The Company had business interruption and property damage insurance and, as a result, the fire did not have a material adverse impact on the Company’s consolidated financial results. During fiscal 2015, the Company received proceeds of $1,248,000 representing advance payments for the replacement value of damaged equipment. These proceeds were in excess of the $243,000 remaining book value of the assets, resulting in a gain of $1,005,000 within miscellaneous income. Total proceeds received related to insurance claims since the date of loss have been as follows: (in thousands) Property and equipment $ 6,892 Business interruption 5,521 Other expenses 1,001 Total insurance proceeds $ 13,414 Proceeds for business interruption related to the loss of profits since the date of the fire and have been recorded as a reduction of manufacturing expense, including $2,653,000 during fiscal 2015. Proceeds for other expenses represent reimbursement for incremental expenses related to the fire and were recorded as an offset to manufacturing expense, including $256,000 during fiscal 2015. This claim was settled during the third quarter of fiscal 2015. |
Guarantees
Guarantees | 12 Months Ended |
May 31, 2016 | |
Guarantees | Note F – Guarantees We do not have guarantees that we believe are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. However, as of May 31, 2016, we were party to an operating lease for an aircraft in which we have guaranteed a residual value at the termination of the lease. The maximum obligation under the terms of this guarantee was approximately $10,510,000 at May 31, 2016. Based on current facts and circumstances, we have estimated the likelihood of payment pursuant to this guarantee, and determined that the fair value of our obligation based on the likely outcome is not material. |
Debt and Receivables Securitiza
Debt and Receivables Securitization | 12 Months Ended |
May 31, 2016 | |
Debt and Receivables Securitization | Note G – Debt and Receivables Securitization The following table summarizes our long-term debt and short-term borrowings outstanding at May 31, 2016 and 2015: (in thousands) 2016 2015 Short-term borrowings $ 2,651 $ 90,550 4.55% senior notes due April 15, 2026 249,567 249,524 4.60% senior notes due August 10, 2024 150,000 150,000 6.50% senior notes due April 15, 2020 149,937 149,920 Term loans 31,020 30,429 Other 320 320 Total debt 583,495 670,743 Less: current maturities and short-term borrowings 3,513 91,391 Total long-term debt $ 579,982 $ 579,352 Short-term borrowings at May 31, 2016, consisted of an aggregate of $2,651,000 outstanding under various credit facilities maintained by our consolidated affiliate, Worthington Aritas. We maintain a $100,000,000 revolving trade accounts receivable securitization facility (the “AR Facility”) that expires in January 2018 and was available throughout fiscal 2016 and fiscal 2015. Pursuant to the terms of the AR Facility, certain of our subsidiaries sell their accounts receivable without recourse, on a revolving basis, to Worthington Receivables Corporation (“WRC”), a wholly-owned, consolidated, bankruptcy-remote subsidiary. In turn, WRC may sell without recourse, on a revolving basis, up to $100,000,000 of undivided ownership interests in this pool of accounts receivable to a multi-seller, asset-backed commercial paper conduit (the “Conduit”). Purchases by the Conduit are financed with the sale of A1/P1 commercial paper. We retain an undivided interest in this pool and are subject to risk of loss based on the collectability of the receivables from this retained interest. Because the amount eligible to be sold excludes receivables more than 90 days past due, receivables offset by an allowance for doubtful accounts due to bankruptcy or other cause, concentrations over certain limits with specific customers and certain reserve amounts, we believe additional risk of loss is minimal. The book value of the retained portion of the pool of accounts receivable approximates fair value. As of May 31, 2016, no undivided ownership interests in this pool of accounts receivable had been sold. Facility fees of $540,000, $723,000, and $652,000 were recognized within interest expense during fiscal 2016, fiscal 2015 and fiscal 2014, respectively. We maintain a $500,000,000 multi-year revolving credit facility (the “Credit Facility”) with a group of lenders that matures in April 2020. Borrowings under the Credit Facility typically have maturities of less than one year and given that our intention has been to repay them within a year, they have been classified as short-term borrowings within current liabilities on our consolidated balance sheets. However, we can also extend the term of amounts borrowed by renewing these borrowings for the term of the Credit Facility. We have the option to borrow at rates equal to an applicable margin over the LIBOR, Prime or Fed Funds rates. The applicable margin is determined by our credit rating. There were no borrowings outstanding under the Credit Facility at May 31, 2016. We also had letters of credit totaling $16,428,000 outstanding as of May 31, 2016. These letters of credit have been issued to third-party service providers and had no amounts drawn against them at May 31, 2016. On September 26, 2014, our consolidated joint venture in Turkey, Worthington Aritas, executed a five-year term loan denominated in Euros. As of May 31, 2016, we had borrowed $28,445,000 against the facility. The facility bears interest at a variable rate based on EURIBOR. The applicable variable rate was 1.500% at May 31, 2016. On October 15, 2014, we entered into an interest rate swap to fix the interest rate on 60% of the borrowings outstanding under this facility at 2.015% starting on December 26, 2014 through September 26, 2019. Borrowings against the facility are being used for the construction of a new cryogenics manufacturing facility in Turkey. On April 15, 2014, we issued $250,000,000 aggregate principal amount of unsecured senior notes due on April 15, 2026 (the “2026 Notes”). The 2026 Notes bear interest at a rate of 4.55%. The 2026 Notes were sold to the public at 99.789% of the principal amount thereof, to yield 4.573% to maturity. We used a portion of the net proceeds from the offering to repay borrowings then outstanding under our revolving credit facilities. Approximately $3,081,000, $2,256,000 and $528,000 of the aggregate proceeds were allocated to the settlement of a derivative contract entered into in anticipation of the issuance of the 2026 Notes, debt issuance costs, and the debt discount, respectively. The debt discount, debt issuance costs and the loss on the derivative contract were recorded on the consolidated balance sheet as of May 31, 2016, within long-term debt as a contra-liability, short- and long-term other assets and AOCI, respectively. Each will be recognized, through interest expense, in our consolidated statements of earnings over the term of the 2026 Notes. The unamortized portion of the debt issuance costs and debt discount was $1,867,000 and $433,000, respectively, at May 31, 2016. On August 10, 2012, we issued $150,000,000 aggregate principal amount of unsecured senior notes due August 10, 2024 (the “2024 Notes”). The 2024 Notes bear interest at a rate of 4.60%. The net proceeds from this issuance were used to repay a portion of the then outstanding borrowings under our revolving credit facilities. On April 27, 2012, we executed a $5,880,000 seven-year term loan that matures on May 1, 2019 and requires monthly payments of $76,350. The loan bears interest at a rate of 2.49% and is secured by an aircraft that was purchased with its proceeds. Borrowings outstanding totaled $2,575,000 as of May 31, 2016. On April 13, 2010, we issued $150,000,000 aggregate principal amount of unsecured senior notes due on April 15, 2020 (the “2020 Notes”). The 2020 Notes bear interest at a rate of 6.50%. The 2020 Notes were sold to the public at 99.890% of the principal amount thereof, to yield 6.515% to maturity. We used the net proceeds from the offering to repay a portion of the then outstanding borrowings under our revolving credit facilities. Approximately $165,000, $1,535,000 and $1,358,000 of the aggregate proceeds were allocated to the debt discount, debt issuance costs, and the settlement of a derivative contract entered into in anticipation of the issuance of the 2020 Notes. The debt discount, debt issuance costs and the loss on the derivative contract were recorded on the consolidated balance sheets within long-term debt as a contra-liability, short- and long-term other assets and AOCI, respectively. Each will continue to be recognized, through interest expense, in our consolidated statements of earnings over the remaining term of the 2020 Notes. The unamortized portion of the debt issuance costs and debt discount was $569,000 and $63,000, respectively, at May 31, 2016. Maturities on long-term debt and short-term borrowings in the next five fiscal years, and the remaining years thereafter, are as follows: (in thousands) 2017 $ 3,513 2018 6,573 2019 6,518 2020 167,067 2021 - Thereafter 400,320 Total $ 583,991 |
Comprehensive Income (Loss)
Comprehensive Income (Loss) | 12 Months Ended |
May 31, 2016 | |
Comprehensive Income (Loss) | Note H – Comprehensive Income (Loss) Other Comprehensive Income (Loss): 2016 2015 2014 (in thousands) Before- Tax Tax Net-of- Tax Before- Tax Tax Net-of- Tax Before- Tax Tax Net-of- Tax Foreign currency translation $ 4,716 $ - $ 4,716 $ (34,229 ) $ - $ (34,229 ) $ 7,618 $ - $ 7,618 Pension liability adjustment (3,233 ) 1,175 (2,058 ) (5,652 ) 1,914 (3,738 ) (1,555 ) 511 (1,044 ) Cash flow hedges 35,524 (13,316 ) 22,208 (18,605 ) 6,952 (11,653 ) 3,548 (1,039 ) 2,509 Other comprehensive income (loss) $ 37,007 $ (12,141 ) $ 24,866 $ (58,486 ) $ 8,866 $ (49,620 ) $ 9,611 $ (528 ) $ 9,083 Accumulated Other Comprehensive Loss: Foreign Pension Cash Flow Accumulated (in thousands) Balance as of May 31, 2015 $ (20,717 ) $ (15,003 ) $ (14,984 ) $ (50,704 ) Other comprehensive income (loss) before reclassifications 1,989 (3,667 ) 7,283 5,605 Reclassification adjustments to income (a) - 434 28,241 28,675 Income taxes - 1,175 (13,316 ) (12,141 ) Balance as of May 31, 2016 $ (18,728 ) $ (17,061 ) $ 7,224 $ (28,565 ) (a) The statement of earnings classification of amounts reclassified to income for cash flow hedges is disclosed in “Note P – Derivative Instruments and Hedging Activities.” The estimated net amount of the gains in AOCI at May 31, 2016 expected to be reclassified into net earnings within the succeeding twelve months is $6,792,000 (net of tax of $4,127,000). This amount was computed using the fair value of the cash flow hedges at May 31, 2016, and will change before actual reclassification from other comprehensive income to net earnings during fiscal 2017. |
Equity
Equity | 12 Months Ended |
May 31, 2016 | |
Equity | Note I – Equity Preferred Shares: Common Shares On June 25, 2014, the Board of Worthington Industries, Inc. authorized the repurchase of up to an additional 10,000,000 of our outstanding common shares. An aggregate of 3,500,000 and 2,453,855 common shares were repurchased under this authorization during fiscal 2016 and fiscal 2015, respectively. At May 31, 2016, 4,046,145 common shares remained available for repurchase under this authorization. During fiscal 2016 and fiscal 2015, we paid $99,847,000 and $127,360,000 to repurchase 3,500,000 and 4,176,187 of our common shares, respectively, under these authorizations. The common shares available for repurchase under these authorizations may be purchased from time to time, with consideration given to the market price of the common shares, the nature of other investment opportunities, cash flows from operations, general economic conditions and other relevant considerations. Repurchases may be made on the open market or through privately negotiated transactions. On October 1, 2014, the Company amended its non-qualified deferred compensation plans for employees to require that any portion of a participant’s current account credited to the theoretical common share option, which reflects the fair value of the Company’s common shares with dividends reinvested, and any new contributions credited to the theoretical common share option remain credited to the theoretical common share option until distributed. For amounts credited to the theoretical common share option, payouts are required to be made in the form of whole common shares of the Company and cash in lieu of fractional shares. As a result, we account for the deferred compensation obligation credited to the theoretical common share option within equity, which totaled $960,000 and $14,560,000 for fiscal 2016 and fiscal 2015, respectively. Prior to October 1, 2014, participant accounts credited to the theoretical common share option were settled in cash and classified as a liability in the Company’s consolidated balance sheet. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
May 31, 2016 | |
Stock-Based Compensation | Note J – Stock-Based Compensation Under our employee and non-employee director stock-based compensation plans (the “Plans”), we may grant incentive or non-qualified stock options, restricted common shares and performance shares to employees and non-qualified stock options and restricted common shares to non-employee directors. We classify share-based compensation expense within SG&A expense to correspond with the same financial statement caption as the majority of the cash compensation paid to employees. A total of 4,886,393 of our common shares were authorized and available for issuance in connection with the stock-based compensation plans in place at May 31, 2016. We recognized pre-tax stock-based compensation expense of $15,836,000 ($10,056,000 after-tax), $17,916,000 ($11,500,000 after-tax), and $22,017,000 ($13,778,000 after-tax) under the Plans during fiscal 2016, fiscal 2015 and fiscal 2014, respectively. At May 31, 2016, the total unrecognized compensation cost related to non-vested awards was $9,963,000, which will be expensed over the next three fiscal years. Non-Qualified Stock Options Stock options may be granted to purchase common shares at not less than 100% of fair market value on the date of the grant. All outstanding stock options are non-qualified stock options. The exercise price of all stock options granted has been set at 100% of the fair market value of the underlying common shares on the date of grant. Generally, stock options granted to employees vest and become exercisable at the rate of (i) 20% per year for options issued before June 30, 2011, and (ii) 33% per year for options issued on or after June 30, 2011, in each case beginning one year from the date of grant, and expire ten years after the date of grant. Non-qualified stock options granted to non-employee directors vest and become exercisable on the earlier of (a) the first anniversary of the date of grant or (b) the date on which the next annual meeting of shareholders is held following the date of grant for any stock option granted as of the date of an annual meeting of shareholders of Worthington Industries, Inc. Stock options can be exercised through net-settlement, at the election of the option holder. U.S. GAAP requires that all share-based awards be recorded as expense in the statement of earnings based on their grant-date fair value. We calculate the fair value of our non-qualified stock options using the Black-Scholes option pricing model and certain assumptions. The computation of fair values for all stock options incorporates the following assumptions: expected volatility (based on the historical volatility of our common shares); risk-free interest rate (based on the United States Treasury strip rate for the expected term of the stock options); expected term (based on historical exercise experience); and dividend yield (based on annualized current dividends and an average quoted price of our common shares over the preceding annual period). The table below sets forth the non-qualified stock options granted during each of the last three fiscal years. For each grant, the exercise price was equal to the closing market price of the underlying common shares at each respective grant date. The fair values of these stock options were based on the Black-Scholes option pricing model, calculated at the respective grant dates. The calculated pre-tax stock-based compensation expense for these stock options, which is after an estimate of forfeitures, will be recognized on a straight-line basis over the respective vesting periods of the stock options. 2016 2015 2014 (in thousands, except per share amounts) Granted 154 97 130 Weighted average exercise price, per share $ 30.92 $ 42.95 $ 32.21 Weighted average grant date fair value, per share $ 9.55 $ 17.96 $ 12.92 Pre-tax stock-based compensation $ 1,305 $ 1,553 $ 1,539 The weighted average fair value of stock options granted in fiscal 2016, fiscal 2015 and fiscal 2014 was based on the Black-Scholes option pricing model with the following weighted average assumptions: 2016 2015 2014 Assumptions used: Dividend yield 2.33 % 1.88 % 2.28 % Expected volatility 38.40 % 50.92 % 52.23 % Risk-free interest rate 1.98 % 1.88 % 1.69 % Expected life (years) 6.0 6.0 6.0 The following tables summarize our stock option activity for the years ended May 31: 2016 2015 2014 (in thousands, except per share) Stock Weighted Stock Weighted Stock Weighted Outstanding, beginning of year 4,044 $ 18.25 4,752 $ 17.58 5,517 $ 17.19 Granted 154 30.92 97 42.95 130 32.21 Exercised (874 ) 17.22 (758 ) 17.24 (828 ) 17.39 Forfeited (18 ) 32.25 (47 ) 17.00 (67 ) 16.13 Outstanding, end of year 3,306 19.01 4,044 18.25 4,752 17.58 Exercisable at end of year 3,059 17.85 3,276 17.63 2,996 17.57 Number of Weighted (in years) Aggregate May 31, 2016 Outstanding 3,306 4.33 $ 61,178 Exercisable 3,059 4.01 60,082 May 31, 2015 Outstanding 4,044 4.82 $ 38,277 Exercisable 3,276 4.42 31,625 May 31, 2014 Outstanding 4,752 5.50 $ 107,970 Exercisable 2,996 4.67 68,108 During fiscal 2016, the total intrinsic value of stock options exercised was $9,084,000. The total amount of cash received from the exercise of stock options during fiscal 2016 was $7,893,000, and the related excess tax benefit realized from share-based payment awards was $3,178,000. The following table summarizes information about non-vested stock option awards for fiscal 2016: Number of Weighted Non-vested, beginning of year 768 $ 7.66 Granted 154 8.50 Vested (657 ) 6.63 Forfeited (18 ) 7.87 Non-vested, end of year 247 $ 10.91 Service-Based Restricted Common Shares We have awarded restricted common shares to certain employees and non-employee directors that contain service-based vesting conditions. Service-based restricted common shares granted to employees cliff vest three years from the date of grant. Service-based restricted common shares granted to non-employee directors vest under the same parameters as the stock options discussed above. These restricted common shares are valued at the closing market price of our common shares on the date of the grant. The table below sets forth the restricted common shares we granted during each of fiscal 2016, fiscal 2015 and fiscal 2014. The calculated pre-tax stock-based compensation expense for these restricted common shares will be recognized on a straight-line basis over their respective vesting periods. (in thousands, except per share amounts) 2016 2015 2014 Granted 217 240 380 Weighted average grant date fair value, per share $ 29.49 $ 40.05 $ 33.14 Pre-tax stock-based compensation $ 5,800 $ 8,660 $ 11,307 The following tables summarize our restricted common share activity for the years ended May 31: 2016 2015 2014 (in thousands, except per share) Restricted Weighted Restricted Weighted Restricted Weighted Outstanding, beginning of year 635 $ 33.65 573 $ 28.36 399 $ 18.74 Granted 217 29.49 240 40.05 380 33.14 Vested (120 ) 24.14 (142 ) 23.32 (185 ) 17.17 Forfeited (34 ) 34.53 (36 ) 32.62 (21 ) 30.70 Outstanding, end of year 698 33.69 635 33.65 573 28.36 Weighted average remaining contractual life of outstanding restricted common shares (in years) 1.04 1.41 1.61 Aggregate intrinsic value of outstanding restricted common shares $ 26,059 $ 17,269 $ 23,112 Aggregate intrinsic value of restricted common shares vested during the year $ 3,527 $ 5,400 $ 7,499 Market-Based Restricted Common Shares During fiscal 2015, we granted an aggregate of 50,000 market-based restricted common shares to two key employees under one of our stock-based compensation plans. Vesting of these restricted common share awards is contingent upon the price of our common shares reaching $60.00 per share and remaining at or above that price for 30 consecutive days during the five-year period following the date of grant and the completion of a five-year service vesting period. The grant-date fair value of these restricted common shares, as determined by a Monte Carlo simulation model, was $32.06 per share. The following assumptions were used to determine the grant-date fair value and the derived service period for these restricted common shares: Dividend yield 1.60 % Expected volatility 44.00 % Risk-free interest rate 1.70 % The calculated pre-tax stock-based compensation expense for these restricted common shares was determined to be $1,603,000 and will continue to be recognized on a straight-line basis over the remaining vesting period. Performance Shares We have awarded performance shares to certain key employees that are contingent (i.e., vest) upon achieving corporate targets for cumulative corporate economic value added, earnings per share growth and, in the case of business unit executives, business unit operating income targets for the three-year periods ended or ending May 31, 2016, 2017 and 2018. These performance share awards will be paid, to the extent earned, in common shares of the Company in the fiscal quarter following the end of the applicable three-year performance period. The fair value of our performance shares is determined by the closing market prices of the underlying common shares at their respective grant dates and the pre-tax stock-based compensation expense is based on our periodic assessment of the probability of the targets being achieved and our estimate of the number of common shares that will ultimately be issued. The table below sets forth the performance shares we granted (at target levels) during fiscal 2016, fiscal 2015 and fiscal 2014: (in thousands, except per share amounts) 2016 2015 2014 Granted 87 61 59 Weighted average grant date fair value, per share $ 30.12 $ 42.71 $ 33.33 Pre-tax stock-based compensation $ 2,623 $ 2,611 $ 1,958 |
Employee Pension Plans
Employee Pension Plans | 12 Months Ended |
May 31, 2016 | |
Employee Pension Plans | Note K – Employee Pension Plans We provide retirement benefits to employees mainly through defined contribution retirement plans. Eligible participants make pre-tax contributions based on elected percentages of eligible compensation, subject to annual addition and other limitations imposed by the Internal Revenue Code and the various plans’ provisions. Company contributions consist of company matching contributions, annual or monthly employer contributions and discretionary contributions, based on individual plan provisions. We also have one defined benefit plan, The Gerstenslager Company Bargaining Unit Employees’ Pension Plan (the “Gerstenslager Plan” or “defined benefit plan”). The Gerstenslager Plan is a non-contributory The following table summarizes the components of net periodic pension cost for the defined benefit plan and the defined contribution plans for the years ended May 31: (in thousands) 2016 2015 2014 Defined benefit plan: Interest cost $ 1,621 $ 1,541 $ 1,403 Actual return (loss) on plan assets (1,154 ) 1,846 2,524 Net amortization and deferral (356 ) (3,641 ) (4,175 ) Net periodic pension cost (benefit) on defined benefit plan 111 (254 ) (248 ) Defined contribution plans 13,300 13,270 12,586 Total retirement plan cost $ 13,411 $ 13,016 $ 12,338 The following actuarial assumptions were used for our defined benefit plan: 2016 2015 2014 To determine benefit obligation: Discount rate 3.75 % 4.07 % 4.38 % To determine net periodic pension cost: Discount rate 4.07 % 4.38 % 4.44 % Expected long-term rate of return 7.00 % 7.00 % 8.00 % Rate of compensation increase n/a n/a n/a To calculate the discount rate, we used the expected cash flows of the benefit payments and the Citigroup Pension Index. The Gerstenslager Plan’s expected long-term rate of return in fiscal 2016, fiscal 2015 and fiscal 2014 was based on the actual historical returns adjusted for a change in the frequency of lump-sum settlements upon retirement. In determining our benefit obligation, we use the actuarial present value of the vested benefits to which each eligible employee is currently entitled, based on the employee’s expected date of separation or retirement. The following tables provide a reconciliation of the changes in the projected benefit obligation and fair value of plan assets and the funded status for the Gerstenslager Plan during fiscal 2016 and fiscal 2015 as of the respective measurement dates: (in thousands) May 31, 2016 May 31, 2015 Change in benefit obligation Benefit obligation, beginning of year $ 40,227 $ 35,539 Interest cost 1,621 1,541 Actuarial loss 759 3,924 Benefits paid (1,439 ) (777 ) Benefit obligation, end of year $ 41,168 $ 40,227 Change in plan assets Fair value, beginning of year $ 28,159 $ 26,470 Actual return (loss) on plan assets (1,154 ) 1,846 Company contributions - 620 Benefits paid (1,439 ) (777 ) Fair value, end of year $ 25,566 $ 28,159 Funded status $ (15,602 ) $ (12,068 ) Amounts recognized in the consolidated balance sheets consist of: Other liabilities $ (15,602 ) $ (12,068 ) Accumulated other comprehensive loss 21,324 17,900 Amounts recognized in accumulated other comprehensive loss consist of: Net loss 21,324 17,900 Total $ 21,324 $ 17,900 The following table shows other changes in plan assets and benefit obligations recognized in OCI during the fiscal year ended May 31: (in thousands) 2016 2015 Net actuarial loss $ (3,858 ) $ (4,199 ) Amortization of net loss 434 327 Total recognized in other comprehensive loss $ (3,424 ) $ (3,872 ) Total recognized in net periodic benefit cost and other comprehensive loss $ (3,535 ) $ (3,618 ) The estimated net loss for the defined benefit plan that will be amortized from AOCI into net periodic pension cost over the fiscal year ending May 31, 2017 is $559,000. Pension plan assets are required to be disclosed at fair value in the consolidated financial statements. Fair value is defined in “Note Q – Fair Value Measurements.” The 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 table sets forth, by level within the fair value hierarchy, a summary of the defined benefit plan’s assets measured at fair value on a recurring basis at May 31, 2016: (in thousands) Fair Value Quoted Significant Significant Investment: Money Market Funds $ 340 $ 340 $ - $ - Bond Funds 12,435 12,435 - - Equity Funds 12,791 12,791 - - Totals $ 25,566 $ 25,566 $ - $ - The following table sets forth by level within the fair value hierarchy a summary of the defined benefit plan’s assets measured at fair value on a recurring basis at May 31, 2015: (in thousands) Fair Value Quoted Significant Significant Investment: Money Market Funds $ 1,775 $ 1,775 $ - $ - Bond Funds 11,524 11,524 - - Equity Funds 14,860 14,860 - - Totals $ 28,159 $ 28,159 $ - $ - Fair values of the money market, bond and equity funds held by the defined benefit plan were determined by quoted market prices. Plan assets for the defined benefit plan consisted principally of the following as of the respective measurement dates: May 31, May 31, Asset category Equity securities 50 % 53 % Debt securities 49 % 41 % Other 1 % 6 % Total 100 % 100 % Equity securities include no employer stock. The investment policy and strategy for the defined benefit plan is: (i) long-term in nature with liquidity requirements that are anticipated to be minimal due to the projected normal retirement date of the average employee and the current average age of participants; (ii) to earn nominal returns, net of investment fees, equal to or in excess of the actuarial assumptions of the plan; and (iii) to include a strategic asset allocation of 60%-80% equities, including international, and 20%-40% fixed income investments. No employer contributions are expected to be made to the defined benefit plan during fiscal 2017. The following estimated future benefits, which reflect expected future service, as appropriate, are expected to be paid during the fiscal years noted: (in thousands) 2017 $ 927 2018 $ 1,005 2019 $ 1,099 2020 $ 1,173 2021 $ 1,291 2022-2026 $ 8,470 Commercial law requires us to pay severance and service benefits to employees at our Austrian Pressure Cylinders location. Severance benefits must be paid to all employees hired before December 31, 2002. Employees hired after that date are covered under a governmental plan that requires us to pay benefits as a percentage of compensation (included in payroll tax withholdings). Service benefits are based on a percentage of compensation and years of service. The accrued liability for these unfunded plans was $5,939,000 and $5,564,000 at May 31, 2016 and 2015, respectively, and was included in other liabilities on the consolidated balance sheets. Net periodic pension cost for these plans was $617,000, $718,000, and $677,000, for fiscal 2016, fiscal 2015 and fiscal 2014, respectively. The assumed salary rate increase was 2.75% for fiscal 2016 and 3.0% for each of fiscal 2015 and fiscal 2014. The discount rate at May 31, 2016, 2015 and 2014 was 1.75%, 1.60%, and 3.25%, respectively. Each discount rate was based on a published corporate bond rate with a term approximating the estimated benefit payment cash flows and is consistent with European and Austrian regulations. |
Income Taxes
Income Taxes | 12 Months Ended |
May 31, 2016 | |
Income Taxes | Note L – Income Taxes Earnings before income taxes for the years ended May 31 include the following components: (in thousands) 2016 2015 2014 United States based operations $ 180,467 $ 104,732 $ 210,783 Non – United States based operations 36,148 8,296 6,718 Earnings before income taxes 216,615 113,028 217,501 Less: Net earnings attributable to noncontrolling interests* 13,913 10,471 8,852 Earnings before income taxes attributable to controlling interest $ 202,702 $ 102,557 $ 208,649 * Net earnings attributable to noncontrolling interests are not taxable to Worthington. Significant components of income tax expense (benefit) for the years ended May 31 were as follows: (in thousands) 2016 2015 2014 Current Federal $ 42,837 $ 57,511 $ 73,149 State and local 2,157 2,731 3,537 Foreign 6,639 5,490 6,579 51,633 65,732 83,265 Deferred Federal 7,584 (37,839 ) (25,453 ) State and local 934 (754 ) (1,194 ) Foreign (1,164 ) (1,367 ) 731 7,354 (39,960 ) (25,916 ) $ 58,987 $ 25,772 $ 57,349 Due to the adoption of amended accounting guidance related to the accounting for share-based payments in the current year, as described in “Note A – Summary of Significant Accounting Policies – Recently Issued Accounting Standards,” no tax benefits related to stock-based compensation were credited to additional paid-in capital in fiscal 2016. Tax benefits related to stock-based compensation that were credited to additional paid-in capital were $6,179,000, and $7,115,000 for fiscal 2015 and fiscal 2014, respectively. Tax benefits related to defined benefit pension liability that were credited to OCI were $1,175,000, $1,914,000, and $511,000 for fiscal 2016, fiscal 2015 and fiscal 2014, respectively. Tax benefits (expenses) related to cash flow hedges that were credited to (deducted from) OCI were $(13,316,000), $6,952,000, and $(1,039,000) for fiscal 2016, fiscal 2015 and fiscal 2014, respectively. A reconciliation of the 35% federal statutory tax rate to total tax provision follows: 2016 2015 2014 Federal statutory rate 35.0 % 35.0 % 35.0 % State and local income taxes, net of federal tax benefit 2.6 3.0 2.0 Change in state and local valuation allowances (1.1 ) (1.1 ) (0.9 ) Non-U.S. income taxes at other than 35% (3.5 ) (0.7 ) (1.0 ) Change in Non-U.S. valuation allowances 0.5 1.2 1.4 Qualified production activities deduction (2.2 ) (5.9 ) (3.9 ) Acquisition of an additional 10% interest in TWB - - (3.4 ) Research & development credits (0.2 ) (0.2 ) (1.1 ) Tax write off of investment in foreign subsidiary - - (1.1 ) Benefit related to foreign tax credits - (5.3 ) - Excess benefit related to share-based payment awards (1.6 ) - - Other (0.4 ) (0.9 ) 0.5 Effective tax rate attributable to controlling interest 29.1 % 25.1 % 27.5 % The above effective tax rate attributable to controlling interest excludes any impact from the inclusion of net earnings attributable to noncontrolling interests in our consolidated statements of earnings. The effective tax rates upon inclusion of net earnings attributable to noncontrolling interests were 27.2%, 22.8% and 26.4% for fiscal 2016, fiscal 2015 and fiscal 2014, respectively. The change in effective income tax rates, upon inclusion of net earnings attributable to noncontrolling interests, is primarily a result of our Spartan, Worthington Nitin Cylinders, Worthington Aritas, and TWB consolidated joint ventures. The earnings attributable to the noncontrolling interests in Spartan and TWB’s U.S. operations do not generate tax expense to Worthington since the investors in Spartan and TWB’s U.S. operations are taxed directly based on the earnings attributable to them. The tax expense of Worthington Aritas, a foreign corporation, is reported in our consolidated tax expense. Since the consolidation of TWB on July 31, 2013, the tax expense of TWB’s wholly-owned foreign corporations are reported in our consolidated tax expense. Under applicable accounting guidance, a tax benefit may be recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Any tax benefits recognized in our financial statements from such a position were measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The total amount of unrecognized tax benefits were $2,827,000, $3,530,000, and $4,110,000 as of May 31, 2016, 2015 and 2014, respectively. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate attributable to controlling interest was $2,035,000 as of May 31, 2016. Unrecognized tax benefits are the differences between a tax position taken, or expected to be taken in a tax return, and the benefit recognized for accounting purposes. Accrued amounts of interest and penalties related to unrecognized tax benefits are recognized as part of income tax expense within our consolidated statements of earnings. As of May 31, 2016, 2015 and 2014, we had accrued liabilities of $538,000, $947,000 and $1,049,000, respectively, for interest and penalties related to unrecognized tax benefits. A tabular reconciliation of unrecognized tax benefits follows: (In thousands) Balance at May 31, 2015 $ 3,530 Increases – tax positions taken in prior years 362 Decreases – tax positions taken in prior years (530 ) Increases – current tax positions 687 Settlements (755 ) Lapse of statutes of limitations (467 ) Balance at May 31, 2016 $ 2,827 Approximately $404,000 of the liability for unrecognized tax benefits is expected to be settled in the next twelve months due to the expiration of statutes of limitations in various tax jurisdictions and as a result of expected settlements with various tax jurisdictions. While it is expected that the amount of unrecognized tax benefits will change in the next twelve months, any change is not expected to have a material impact on our consolidated financial position, results of operations or cash flows. The following is a summary of the tax years open to examination by major tax jurisdiction: U.S. Federal – 2013 and forward U.S. State and Local – 2012 and forward Austria – 2013 and forward Canada – 2012 and forward Mexico – 2010 and forward Earnings before income taxes attributable to foreign sources for fiscal 2016, fiscal 2015 and fiscal 2014 were as noted above. As of May 31, 2016, and based on the tax laws in effect at that time, it remains our intention to continue to indefinitely reinvest our undistributed foreign earnings, except for the foreign earnings of our TWB joint venture. Accordingly, no deferred tax liability has been recorded for our foreign earnings, except those that pertain to TWB. Excluding TWB, the undistributed earnings of our foreign subsidiaries at May 31, 2016 were approximately $225,000,000. If such earnings were not permanently reinvested, a deferred tax liability of approximately $15,000,000 would have been required. The components of our deferred tax assets and liabilities as of May 31 were as follows: (in thousands) 2016 2015 Deferred tax assets Accounts receivable $ 2,786 $ 1,895 Inventories 6,418 8,051 Accrued expenses 34,035 33,678 Net operating and capital loss carry forwards 12,756 14,326 Tax credit carry forwards 3,127 3,688 Stock-based compensation 22,452 20,434 Derivative contracts - 9,177 Other 210 247 Total deferred tax assets 81,784 91,496 Valuation allowance for deferred tax assets (11,796 ) (13,036 ) Net deferred tax assets 69,988 78,460 Deferred tax liabilities Property, plant and equipment (35,521 ) (39,433 ) Undistributed earnings of unconsolidated affiliates (42,967 ) (35,165 ) Derivative contracts (6,395 ) - Other (2,484 ) (2,150 ) Total deferred tax liabilities (87,367 ) (76,748 ) Net deferred tax asset (liability) $ (17,379 ) $ 1,712 The above amounts are classified in the consolidated balance sheets as of May 31 as follows: (in thousands) 2016 2015 Current assets: Deferred income taxes $ - $ 22,034 Noncurrent assets: Other assets - 1,173 Noncurrent liabilities: Deferred income taxes (17,379 ) (21,495 ) Net deferred tax asset (liability) $ (17,379 ) $ 1,712 During fiscal 2016, the Company adopted amended accounting guidance that requires all deferred tax assets and liabilities to be classified as noncurrent on the balance sheet. The adoption was on a prospective basis and therefore prior periods have not been restated. At May 31, 2016, we had tax benefits for state net operating loss carry forwards of $9,615,000 that expire from fiscal 2017 to the fiscal year ending May 31, 2036, tax benefits for foreign net operating loss carry forwards of $3,141,000 that expire from fiscal 2018 to the fiscal year ending May 31, 2036, and a tax benefit for foreign income tax credit carry forwards of $3,127,000, that expire from fiscal 2025 to the fiscal year ending May 31, 2026. The valuation allowance for deferred tax assets of $11,796,000 at May 31, 2016 is associated primarily with the net operating loss carry forwards. The valuation allowance includes $9,395,000 for state and $2,401,000 for foreign. The majority of the state valuation allowance relates to our facility in Decatur, Alabama. The foreign valuation allowance relates to the Company’s operations in Turkey. Based on our history of profitability, the scheduled reversal of deferred tax liabilities, and taxable income projections, we have determined that it is more likely than not that the remaining deferred tax assets are otherwise realizable. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
May 31, 2016 | |
Earnings Per Share | Note M – Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share for the years ended May 31: (in thousands, except per share amounts) 2016 2015 2014 Numerator (basic & diluted): Net earnings attributable to controlling interest – income available to common shareholders $ 143,715 $ 76,785 $ 151,300 Denominator: Denominator for basic earnings per share attributable to controlling interest – weighted average common shares 62,469 66,309 68,944 Effect of dilutive securities 2,286 2,174 2,720 Denominator for diluted earnings per share attributable to controlling interest – adjusted weighted average common shares 64,755 68,483 71,664 Basic earnings per share attributable to controlling interest $ 2.30 $ 1.16 $ 2.19 Diluted earnings per share attributable to controlling interest 2.22 1.12 2.11 Stock options covering 326,585, 97,798, and 7,945 common shares for fiscal 2016, fiscal 2015 and fiscal 2014, respectively, have been excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive for those periods. |
Segment Data
Segment Data | 12 Months Ended |
May 31, 2016 | |
Segment Data | Note N – Segment Data Our operations are managed principally on a products and services basis and include three reportable business segments: Steel Processing, Pressure Cylinders and Engineered Cabs, each of which is comprised of a similar group of products and services. Factors used to identify reportable business segments include the nature of the products and services provided by each business, the management reporting structure, similarity of economic characteristics and certain quantitative measures, as prescribed by authoritative guidance. A discussion of each of our reportable business segments is outlined below. During the first quarter of fiscal 2015, we made certain organizational changes impacting the internal reporting and management structure of our Steel Packaging operating segment. As a result of these organizational changes, management responsibilities and internal reporting were realigned under our Steel Processing operating segment. Segment information reported in previous periods has been restated to conform to this new presentation. Steel Processing Pressure Cylinders Our Pressure Cylinders operating segment manufactures and sells filled and unfilled pressure cylinders, tanks, hand torches, and oil and gas equipment along with various accessories and related products for diversified end-use market applications. The following is a description of these markets: • Industrial Products: This market sector includes high pressure and acetylene cylinders for industrial gases, refrigerant and certain propane gas cylinders, hand torch cylinders and joining products such as solder and brazing rods and other specialty products. Cylinders in these markets are generally sold to gas producers, cylinder exchangers and industrial distributors. Industrial cylinders hold fuel for uses such as cutting, brazing and soldering, semiconductor production, and beverage delivery. Refrigerant gas cylinders are used to hold refrigerant gases for commercial, residential and automotive air conditioning and refrigeration systems. LPG cylinders hold fuel for barbeque grills, recreational vehicle equipment, residential and light commercial heating systems, industrial forklifts and commercial/residential cooking (the latter, generally outside North America). Specialty products include a variety of fire suppression and chemical tanks. • Consumer Products: This market sector includes propane-filled cylinders for torches, camping stoves and other applications, hand held torches and accessories, and Balloon Time ® • Alternative Fuels: This market sector includes composite and steel cylinders used to hold CNG and hydrogen for automobiles, buses, and light-duty trucks, and to hold propane/autogas for automobiles and light- and medium-duty trucks, as well as CNG fuel systems for heavy duty, refuse and other trucks. • Oil & Gas Equipment: This market sector includes steel and fiberglass storage tanks, separation equipment, controls and other products primarily used in the energy markets, including oil and gas and nuclear. This sector also includes hoists and other marine products which are used principally in shipyard lift systems. This sector also leverages its manufacturing competencies to produce pressure vessels, atmospheric tanks, controls and various custom machined components for other industrial and agricultural end markets. • Cryogenics: This market sector includes cryogenic equipment, systems and services for handling liquid gases. Key product segments include LNG systems for marine and mining applications, liquid nitrogen storage freezers and shipping containers for organic specimens in healthcare markets, and tanks, trailers, and regasification plants for liquefied nitrogen, oxygen, argon, hydrogen, and natural gas. Engineered Cabs: Other: Construction Services: Worthington Energy Innovations: The accounting policies of the reportable business segments and other operating segments are described in “Note A – Summary of Significant Accounting Policies.” We evaluate operating segment performance based on operating income (loss). Inter-segment sales are not material. The following table presents summarized financial information for our reportable business segments as of, and for the fiscal years ended, May 31: (in thousands) 2016 2015 2014 Net sales Steel Processing $ 1,843,661 $ 2,145,744 $ 1,936,073 Pressure Cylinders 844,898 1,001,402 928,396 Engineered Cabs 121,946 192,953 200,528 Other 9,209 44,135 61,429 Total net sales $ 2,819,714 $ 3,384,234 $ 3,126,426 Operating income (loss) Steel Processing $ 112,001 $ 108,707 $ 119,025 Pressure Cylinders 28,375 58,113 55,004 Engineered Cabs (19,331 ) (97,260 ) (26,516 ) Other 1,007 (9,003 ) (11,760 ) Total operating income $ 122,052 $ 60,557 $ 135,753 Depreciation and amortization Steel Processing $ 38,523 $ 34,526 $ 32,882 Pressure Cylinders 32,403 34,953 31,984 Engineered Cabs 6,205 10,184 10,027 Other 7,568 5,426 4,837 Total depreciation and amortization $ 84,699 $ 85,089 $ 79,730 Impairment of goodwill and long-lived assets Steel Processing $ - $ 3,050 $ 7,141 Pressure Cylinders 22,962 11,911 32,005 Engineered Cabs 3,000 83,989 19,100 Other - 1,179 - Total impairment of goodwill and long-lived assets $ 25,962 $ 100,129 $ 58,246 Restructuring and other expense (income) Steel Processing $ 4,110 $ 72 $ (3,382 ) Pressure Cylinders 392 6,408 (745 ) Engineered Cabs 3,570 (332 ) - Other (895 ) 779 2,251 Total restructuring and other expense (income) $ 7,177 $ 6,927 $ (1,876 ) Total assets Steel Processing $ 819,853 $ 829,116 $ 850,748 Pressure Cylinders 787,786 804,799 818,720 Engineered Cabs 75,124 94,506 181,251 Other 380,992 356,721 445,662 Total assets $ 2,063,755 $ 2,085,142 $ 2,296,381 Capital expenditures Steel Processing $ 42,063 $ 34,546 $ 16,682 Pressure Cylinders 29,916 35,872 32,364 Engineered Cabs 6,945 8,951 10,351 Other 18,112 16,886 11,941 Total capital expenditures $ 97,036 $ 96,255 $ 71,338 The following table presents net sales by geographic region for the years ended May 31: (in thousands) 2016 2015 2014 United States $ 2,586,391 $ 3,175,972 $ 2,917,484 Europe 143,466 125,778 136,513 Mexico 54,284 56,687 51,430 Canada 21,521 6,464 10,324 Other 14,052 19,333 10,675 Total $ 2,819,714 $ 3,384,234 $ 3,126,426 The following table presents property, plant and equipment, net, by geographic region as of May 31: (in thousands) 2016 2015 United States $ 506,649 $ 439,296 Europe 49,529 50,520 Mexico 4,903 5,030 Canada 3,711 4,284 Other 18,046 14,060 Total $ 582,838 $ 513,190 |
Acquisitions
Acquisitions | 12 Months Ended |
May 31, 2016 | |
Acquisitions | Note O – Acquisitions Fiscal 2016 Worthington Specialty Processing Effective March 1, 2016, the Company reached an agreement with 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. The ownership percentages in WSP remained unchanged at 51% Worthington and 49% U.S. Steel. This transaction was accounted for as a step acquisition, which required that the Company re-measure its previously held 51% ownership interest in WSP to fair value and record the difference between fair value and carrying value as a gain in our consolidated statement of earnings. The re-measurement to fair value resulted in a non-cash, pre-tax gain of $6,877,000, which is included in miscellaneous income in our consolidated statement of earnings for fiscal 2016. The fair value of the Company’s previously held interest in WSP was estimated to be $32,375,000 and was derived using an income approach. The acquired assets became part of our Steel Processing operating segment upon closing. The assets acquired and liabilities assumed were recognized at their acquisition-date fair values. In connection with the acquisition of WSP, we identified and valued the following identifiable intangible assets: (in thousands) Amount Useful Life (Years) Category Customer relationships $ 3,300 6 Trade name 1,900 Indefinite Total acquired identifiable intangible assets $ 5,200 The total fair value of the business includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The fair value of the business also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. The following table summarizes the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: (in thousands) Cash $ 6,902 Accounts receivable 10,233 Inventories 3,349 Prepaid expense and other 809 Intangible assets 5,200 Other assets 2,608 Property, plant and equipment 39,511 Total identifiable assets 68,612 Accounts payable (6,963 ) Accrued liabilities (1,728 ) Net identifiable assets 59,921 Goodwill 458 Net assets 60,379 Noncontrolling interest (28,004 ) Total basis allocated $ 32,375 The CryoScience business of Taylor Wharton On December 7, 2015, the Company acquired the net assets of the CryoScience business of Taylor Wharton (“Taylor Wharton CryoScience”), including a manufacturing facility in Theodore, Alabama. The Company also purchased certain intellectual property and manufacturing assets of Taylor Wharton focused on the cryogenic industrial and LNG markets. The total purchase price was $30,584,000 after adjusting for an estimated working capital deficit of $772,000. The acquired assets became part of our Pressure Cylinders operating segment upon closing. The assets acquired and liabilities assumed were recognized at their acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition, we identified and valued the following identifiable intangible assets: (in thousands) Amount Useful Life (Years) Category Technology $ 2,800 20 Customer relationships 2,200 15 Other 260 1 Total acquired identifiable intangible assets $ 5,260 The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce), or of immaterial value. The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. The following table summarizes the consideration transferred and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: (in thousands) Accounts receivable $ 2,367 Inventories 5,762 Prepaid expenses 208 Intangible assets 5,260 Property, plant and equipment 13,400 Total identifiable assets 26,997 Accounts payable (2,808 ) Other accrued items (318 ) Net assets 23,871 Goodwill 6,713 Purchase price $ 30,584 Plus: estimated working capital deficit 772 Cash paid at closing $ 31,356 NetBraze On January 15, 2016, the Company acquired the net assets of NetBraze, LLC, a manufacturer of brazing alloys, silver brazing filler metals, solders and fluxes. The total purchase price was $3,390,000, including contingent consideration with an estimated fair value of $540,000. This basis was allocated among the net assets acquired at their acquisition-date fair values, with $1,565,000 to working capital and $1,825,000 to fixed assets. The purchase price is subject to change based on final working capital adjustments. The acquired assets became part of our Pressure Cylinders operating segment upon closing. Operating results of the acquired businesses have been included in our consolidated statements of earnings from the respective acquisition date, forward, and have been immaterial, individually and in the aggregate. Pro forma results, including the acquired businesses since the beginning of fiscal 2015, would not be materially different than reported results, individually and in the aggregate. Fiscal 2015 Rome Strip Steel Company, Inc. On January 16, 2015, the Company acquired the assets of Rome Strip Steel Company, Inc. (“Rome Strip Steel”) for cash consideration of $54,495,000. This amount differs from the $55,312,000 paid at closing due to an estimated working capital deficit of $817,000. Located in Rome, New York, the Rome Strip Steel business manufactures cold-rolled steel to extremely tight tolerances. The acquired assets became part of our Steel Processing operating segment upon closing. The assets acquired and liabilities assumed were recognized at their acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of the assets of Rome Strip Steel, we identified and valued the following identifiable intangible assets: (in thousands) Useful Life (Years) Category Amount Customer relationships $ 4,300 10 Non-compete agreements 1,200 5 Total acquired identifiable intangible assets $ 5,500 The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. The following table summarizes the consideration transferred for the assets of Rome Strip Steel and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: (in thousands) Cash $ 10 Accounts receivable 6,333 Inventories 17,063 Prepaid expenses 41 Intangible assets 5,500 Property, plant and equipment 22,775 Total identifiable assets 51,722 Accounts payable (3,091 ) Other accrued items (410 ) Other liabilities (313 ) Net assets 47,908 Goodwill 6,587 Purchase price $ 54,495 Plus: estimated working capital deficit 817 Cash paid at closing $ 55,312 dHybrid Systems, LLC On October 20, 2014, we acquired a 79.59% ownership interest in dHybrid, a manufacturer of CNG systems for heavy duty, refuse and other trucks, for total consideration of $15,918,000, including contingent consideration with an estimated fair value of $3,979,000, and the assumption of certain liabilities. The remaining 20.41% was retained by a founding member. The acquired business became part of our Pressure Cylinders operating segment upon closing. The contingent consideration arrangement requires the Company to pay $3,979,000 of additional consideration when cumulative net sales beginning January 1, 2013 reach $20,000,000 plus 50% of gross margin above certain thresholds in each of the five twelve-month periods following the closing date. We determined the acquisition-date fair value of the contingent consideration obligation using a probability weighted cash flow approach based on management’s projections of future sales and gross margin. Refer to “Note Q – Fair Value Measurements” for additional information regarding the fair value measurement of the contingent consideration obligation. The assets acquired and liabilities assumed were recognized at their acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of the assets of dHybrid, we identified and valued the following identifiable intangible assets: (in thousands) Useful Life (Years) Category Amount Technological know-how $ 3,100 10 Customer relationships 600 7 Backlog 88 Less than 1 Total acquired identifiable intangible assets $ 3,788 The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. The following table summarizes the consideration transferred for our 79.59% interest in dHybrid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: (in thousands) Consideration Transferred: Cash consideration $ 11,939 Fair value of contingent consideration 3,979 Total consideration $ 15,918 Estimated Fair Value of Assets Acquired and Liabilities Assumed: Cash and cash equivalents $ 1,132 Accounts receivable 1,482 Inventories 2,732 Prepaid expenses and other current assets 38 Intangible assets 3,788 Property, plant and equipment 406 Total identifiable assets 9,578 Accounts payable (1,867 ) Accrued liabilities (533 ) Long-term debt (5,000 ) Net identifiable assets 2,178 Goodwill 17,822 Net assets 20,000 Noncontrolling interest (4,082 ) Total consideration $ 15,918 Midstream Equipment Fabrication LLC On August 1, 2014, we acquired the assets of Midstream Equipment Fabrication LLC (“MEF”) for cash consideration of $38,441,000 and the assumption of certain liabilities. The MEF business manufactures patented horizontal heated and high pressure separators used to separate oilfield fluids and gas. The acquired assets became part of our Pressure Cylinders operating segment upon closing. The assets acquired and liabilities assumed were recognized at their acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of the assets of MEF, we identified and valued the following identifiable intangible assets: (in thousands) Useful Life (Years) Category Amount Technological know-how $ 5,100 10 Customer relationships 4,300 7 Non-compete agreements 2,400 4 Backlog 1,800 Less than 1 Total acquired identifiable intangible assets $ 13,600 The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. The following table summarizes the consideration transferred for the assets of MEF and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: (in thousands) Accounts receivable $ 3,329 Inventories 3,550 Intangible assets 13,600 Property, plant and equipment 166 Total identifiable assets 20,645 Accounts payable (555 ) Other accrued items (92 ) Deferred revenue (4,808 ) Net identifiable assets 15,190 Goodwill 23,251 Cash consideration $ 38,441 James Russell Engineering Works, Inc. On July 31, 2014, we acquired the assets of James Russell Engineering Works, Inc. (“JRE”) for cash consideration of $1,571,000. The JRE business manufactures aluminum and stainless steel cryogenic transport trailers used for hauling liquid oxygen, nitrogen, argon, hydrogen and LNG for producers and distributors of industrial gases and LNG. The acquired assets became part of our Pressure Cylinders operating segment upon closing. The assets acquired and liabilities assumed were recognized at their acquisition-date fair values. The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. The following table summarizes the consideration transferred for the assets of JRE and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: (in thousands) Cash $ 253 Accounts receivable 509 Inventories 2,793 Prepaid expense and other current assets 40 Property, plant and equipment 250 Total identifiable assets 3,845 Accounts payable (514 ) Other accrued items (2,160 ) Net identifiable assets 1,171 Goodwill 400 Total cash consideration $ 1,571 Operating results of the acquired businesses have been included in our consolidated statement of earnings from the respective acquisition date, forward, and have not been material, individually and in the aggregate. Pro forma net sales and net earnings, including the acquired businesses since the beginning of fiscal 2014, would not be materially different than reported results, individually and in the aggregate. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
May 31, 2016 | |
Derivative Instruments and Hedging Activities | Note P – Derivative Instruments and Hedging Activities We utilize derivative financial instruments to manage exposure to certain risks related to our ongoing operations. The primary risks managed through the use of derivative instruments include interest rate risk, currency exchange risk and commodity price risk. While certain of our derivative instruments are designated as hedging instruments, we also enter into derivative instruments that are designed to hedge a risk, but are not designated as hedging instruments and therefore do not qualify for hedge accounting. These derivative instruments are adjusted to current fair value through earnings at the end of each period. Interest Rate Risk Management Currency Exchange Risk Management Commodity Price Risk Management We are exposed to counterparty credit risk on all of our derivative instruments. Accordingly, we have established and maintain strict counterparty credit guidelines. We have credit support agreements in place with certain counterparties to limit our credit exposure. These agreements require either party to post cash collateral if its cumulative market position exceeds a predefined liability threshold. At May 31, 2016, we had posted total cash collateral of $255,000 to our margin accounts. Amounts posted to the margin accounts accrue interest at market rates and are required to be refunded in the period in which the cumulative market position falls below the required threshold. We do not have significant exposure to any one counterparty and management believes the risk of loss is remote and, in any event, would not be material. Refer to “Note Q – Fair Value Measurements” for additional information regarding the accounting treatment for our derivative instruments, as well as how fair value is determined. The following table summarizes the fair value of our derivative instruments and the respective line in which they were recorded in the consolidated balance sheet at May 31, 2016: Asset Derivatives Liability Derivatives (in thousands) Balance Fair Balance Sheet Fair Derivatives designated as hedging instruments: Commodity contracts Receivables $ 13,224 Accounts payable $ 696 Other assets 3,589 Other liabilities 80 16,813 776 Interest rate contracts Receivables - Accounts payable 155 Other assets - Other liabilities 306 - 461 Totals $ 16,813 $ 1,237 Derivatives not designated as hedging instruments: Commodity contracts Receivables $ 4,660 Accounts payable $ 761 Other assets 317 Other liabilities - 4,977 761 Foreign exchange contracts Receivables - Accounts payable 15 - 15 Totals $ 4,977 $ 776 Total Derivative Instruments $ 21,790 $ 2,013 The amounts in the table above reflect the fair value of the Company’s derivative contracts on a net basis. Had these amounts been recognized on a gross basis, the impact would have been a $300,000 decrease in receivables with a corresponding decrease in accounts payable. The following table summarizes the fair value of our derivative instruments and the respective line in which they were recorded in the consolidated balance sheet at May 31, 2015: Asset Derivatives Liability Derivatives (in thousands) Balance Fair Balance Sheet Fair Derivatives designated as hedging instruments: Commodity contracts Receivables $ - Accounts payable $ 17,241 Other assets - Other liabilities 592 - 17,833 Interest rate contracts Receivables - Accounts payable 81 Other assets - Other liabilities 113 - 194 Foreign exchange contracts Receivables 75 Accounts payable - Totals $ 75 $ 18,027 Derivatives not designated as hedging instruments: Commodity contracts Receivables $ 96 Accounts payable $ 4,104 Other assets - Other liabilities - Totals $ 96 $ 4,104 Total Derivative Instruments $ 171 $ 22,131 The amounts in the table above reflect the fair value of the Company’s derivative contracts on a net basis. Had these amounts been recognized on a gross basis, the impact would have been a $200,000 decrease in receivables with a corresponding decrease in accounts payable. Cash Flow Hedges We enter into derivative instruments to hedge our exposure to changes in cash flows attributable to interest rate and commodity price fluctuations associated with certain forecasted transactions. These derivative instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on the derivative instrument is reported as a component of OCI and reclassified into earnings in the same line associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument is recognized in earnings immediately. The following table summarizes our cash flow hedges outstanding at May 31, 2016: (in thousands) Notional Maturity Date Commodity contracts $ 87,639 June 2016 – December 2017 Interest rate contracts $ 17,032 September 2019 The following table summarizes the gain (loss) recognized in OCI and the gain (loss) reclassified from AOCI into earnings for derivative instruments designated as cash flow hedges during fiscal 2016 and fiscal 2015: (in thousands) Income Location of Income Location of Income For the fiscal year ended May 31, 2016: Interest rate contracts $ (266 ) Interest expense $ (510 ) Interest expense $ - Commodity contracts 7,549 Cost of goods sold (27,727 ) Cost of goods sold - Foreign currency contracts - Miscellaneous (4 ) Miscellaneous - Totals $ 7,283 $ (28,241 ) $ - For the fiscal year ended May 31, 2015: Interest rate contracts $ (167 ) Interest expense $ (2,538 ) Interest expense $ - Commodity contracts (29,336 ) Cost of goods sold (8,364 ) Cost of goods sold - Foreign currency contracts 851 Miscellaneous 855 Miscellaneous - Totals $ (28,652 ) $ (10,047 ) $ - The estimated net amount of the gains in AOCI at May 31, 2016 expected to be reclassified into net earnings within the succeeding twelve months is $6,792,000 (net of tax of $4,127,000). This amount was computed using the fair value of the cash flow hedges at May 31, 2016, and will change before actual reclassification from other comprehensive income to net earnings during fiscal 2017. Economic (Non-designated) Hedges We enter into foreign currency contracts to manage our foreign exchange exposure related to inter-company and financing transactions that do not meet the requirements for hedge accounting treatment. We also enter into certain commodity contracts that do not qualify for hedge accounting treatment. Accordingly, these derivative instruments are adjusted to current market value at the end of each period through earnings. The following table summarizes our economic (non-designated) derivative instruments outstanding at May 31, 2016: (in thousands) Notional Maturity Date(s) Commodity contracts $ 33,371 June 2016 – December 2017 Foreign currency contracts $ 10,767 May 2017 The following table summarizes the gain (loss) recognized in earnings for economic (non-designated) derivative financial instruments during fiscal 2016 and fiscal 2015: Income (Loss) Recognized Location of Income (Loss) Recognized in Earnings Fiscal Year Ended May 31, (in thousands) 2016 2015 Commodity contracts Cost of goods sold $ (1,351 ) $ (15,432 ) Foreign exchange contracts Miscellaneous income, net 148 - Total $ (1,203 ) $ (15,432 ) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
May 31, 2016 | |
Fair Value Measurements | Note Q – Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is an exit price concept that assumes an orderly transaction between willing market participants and is required to be based on assumptions that market participants would use in pricing an asset or a liability. Current accounting guidance establishes a three-tier fair value hierarchy as a basis for considering such assumptions and for classifying the inputs used in the valuation methodologies. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows: Level 1 – Observable prices in active markets for identical assets and liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical or similar 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. Recurring Fair Value Measurements At May 31, 2016, our financial assets and liabilities measured at fair value on a recurring basis were as follows: (in thousands) Quoted Prices Active Significant Significant (Level 3) Totals Assets Derivative contracts (1) $ - $ 21,790 $ - $ 21,790 Total assets $ - $ 21,790 $ - $ 21,790 Liabilities Derivative contracts (1) $ - $ 2,013 $ - $ 2,013 Contingent consideration obligations (2) - - 4,519 4,519 Total liabilities $ - $ 2,013 $ 4,519 $ 6,532 At May 31, 2015, our financial assets and liabilities measured at fair value on a recurring basis were as follows: (in thousands) Quoted Prices Active Significant Significant (Level 3) Totals Assets Derivative contracts (1) $ - $ 171 $ - $ 171 Total assets $ - $ 171 $ - $ 171 Liabilities Derivative contracts (1) $ - $ 22,131 $ - $ 22,131 Contingent consideration obligations (2) - - 3,979 3,979 Total liabilities $ - $ 22,131 $ 3,979 $ 26,110 (1) The fair value of our derivative contracts is based on the present value of the expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Market observable, Level 2 inputs are used to determine the present value of the expected future cash flows. Refer to “Note P – Derivative Instruments and Hedging Activities” for additional information regarding our use of derivative instruments. (2) The fair value of the contingent consideration obligations is determined using a probability weighted cash flow approach based on management’s projections of future cash flows of the acquired businesses. The fair value measurements are based on significant inputs not observable in the market and thus represent Level 3 measurements. Non-Recurring Fair Value Measurements At May 31, 2016, there were no assets or liabilities measured at fair value on a non-recurring basis on the Company’s consolidated balance sheet. At May 31, 2015, our assets measured at fair value on a non-recurring basis were categorized as follows: (in thousands) Quoted Prices Active Significant Significant (Level 3) Totals Assets Long-lived assets held and used (1) $ - $ - $ 12,403 $ 12,403 Total assets $ - $ - $ 12,403 $ 12,403 (1) During the fourth quarter of fiscal 2015, the Company determined that indicators of impairment were present with regard to intangible assets related to our CNG fuel systems joint venture, dHybrid. Recoverability of the identified asset group was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sum of these undiscounted future cash flows was less than the net book value of the asset group. In accordance with the applicable accounting guidance, the intangible assets were written down to their fair value of $600,000, resulting in an impairment charge of $2,344,000. The key assumptions that drove the fair value calculation were projected cash flows and the discount rate. During the third quarter of fiscal 2015, the Company concluded that an interim impairment test of the goodwill of its Engineered Cabs operating segment was necessary. Prior to conducting the goodwill impairment test, the Company first evaluated the other long-lived assets of the Engineered Cabs operating segment for recoverability. Recoverability was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sum of the undiscounted future cash flows for the customer relationship intangible asset and the property, plant and equipment of the Florence, South Carolina facility were less than their respective carrying values. As a result, these assets were written down to their respective fair values of $2,000,000 and $9,803,000. The fair value measurements are based on significant inputs not observable in the market and thus represent Level 3 measurements. The key assumptions that drove the fair value calculations were projected cash flows and the discount rate. The non-derivative financial instruments included in the carrying amounts of cash and cash equivalents, receivables, income taxes receivable, other assets, deferred income taxes, accounts payable, short-term borrowings, accrued compensation, contributions to employee benefit plans and related taxes, other accrued expenses, income taxes payable and other liabilities approximate fair value due to their short-term nature. The fair value of long-term debt, including current maturities, based upon models utilizing market observable (Level 2) inputs and credit risk, was $609,245,000 and $610,028,000 at May 31, 2016 and 2015, respectively. The carrying amount of long-term debt, including current maturities, was $580,844,000 and $580,193,000 at May 31, 2016 and 2015, respectively. |
Operating Leases
Operating Leases | 12 Months Ended |
May 31, 2016 | |
Operating Leases | Note R – Operating Leases We lease certain property and equipment from third parties under non-cancelable operating lease agreements. Rent expense under operating leases was $14,683,000, $17,219,000 and $14,677,000 in fiscal 2016, fiscal 2015 and fiscal 2014, respectively. Future minimum lease payments for non-cancelable operating leases having an initial or remaining term in excess of one year at May 31, 2016, were as follows: (in thousands) 2017 $ 9,569 2018 8,567 2019 7,342 2020 5,800 2021 4,643 Thereafter 5,810 Total $ 41,731 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
May 31, 2016 | |
Related Party Transactions | Note S – Related Party Transactions We purchase from, and sell to, affiliated companies certain raw materials and services at prevailing market prices. Net sales to affiliated companies for fiscal 2016, fiscal 2015 and fiscal 2014 totaled $32,496,000, $32,277,000, and $31,441,000, respectively. Purchases from affiliated companies for fiscal 2016, fiscal 2015 and fiscal 2014 totaled $15,737,000, $8,021,000, and $9,387,000, respectively. Accounts receivable from affiliated companies were $5,152,000 and $5,826,000 at May 31, 2016 and 2015, respectively. Accounts payable to affiliated companies were $107,000 and $11,528,000 at May 31, 2016 and 2015, respectively. |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
May 31, 2016 | |
Quarterly Results of Operations (Unaudited) | Note T – Quarterly Results of Operations (Unaudited) The following table summarizes the unaudited quarterly consolidated results of operations for fiscal 2016 and fiscal 2015: (in thousands, except per share) Three Months Ended Fiscal 2016 August 31 November 30 February 29 May 31 Net sales $ 758,147 $ 699,816 $ 647,080 $ 714,671 Gross margin 113,016 109,179 95,923 134,475 Impairment of long-lived assets (1) 3,000 22,962 - - Net earnings (2) 34,995 25,752 34,143 62,738 Net earnings attributable to controlling interest (2) 31,968 23,376 29,847 58,523 Earnings per share – basic (2) $ 0.50 $ 0.37 $ 0.48 $ 0.95 Earnings per share – diluted (2) 0.48 0.36 0.47 0.92 Fiscal 2015 August 31 November 30 February 28 May 31 Net sales $ 862,414 $ 871,012 $ 804,785 $ 846,023 Gross margin 129,507 125,223 98,491 110,312 Impairment of goodwill and long-lived assets (1) 1,950 14,235 81,600 2,344 Net earnings (loss) 48,820 31,455 (23,243 ) 30,226 Net earnings (loss) attributable to controlling interest 44,168 29,462 (25,710 ) 28,865 Earnings (loss) per share – basic $ 0.65 $ 0.44 $ (0.39 ) $ 0.45 Earnings (loss) per share – diluted 0.63 0.43 (0.39 ) 0.44 (1) For additional information regarding the Company’s impairment charges, refer to “Note C – Goodwill and Other Long-Lived Assets.” (2) Amounts are presented on a revised basis due to the adoption of amended accounting guidance related to the accounting for share-based payments in the fourth quarter of fiscal 2016. As a result of the adoption of this amended accounting guidance, net earnings and net earnings attributable to controlling interest for the three month periods ended August 31, 2015, November 30, 2015 and February 29, 2016 increased $558,000, $136,000 and $271,000, respectively, from the previously reported results. For additional information, refer to “Note A – Summary of Significant Accounting Policies – Recently Issued Accounting Standards.” The sum of the quarterly earnings per share data presented in the table may not equal the annual results due to rounding and the impact of dilutive securities on the annual versus the quarterly earnings per share calculations. |
Schedule ii - Valuation and Qua
Schedule ii - Valuation and Qualifying Accounts | 12 Months Ended |
May 31, 2016 | |
Schedule ii - Valuation and Qualifying Accounts | WORTHINGTON INDUSTRIES, INC. AND SUBSIDIARIES SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS COL. A. COL. B. COL. C. COL. D. COL. E. Description Additions Balance at Charged to Charged to Deductions – Balance at End Year Ended May 31, 2016: Deducted from asset accounts: Allowance for possible losses on trade accounts receivable $ 3,085,000 $ 1,556,000 $ 394,000 $ 456,000 $ 4,579,000 Year Ended May 31, 2015: Deducted from asset accounts: Allowance for possible losses on trade accounts receivable $ 3,043,000 $ 259,000 $ - $ 217,000 $ 3,085,000 Year Ended May 31, 2014: Deducted from asset accounts: Allowance for possible losses on trade accounts receivable $ 3,408,000 $ 32,000 $ - $ 397,000 $ 3,043,000 Note A – Miscellaneous amounts. Note B – Uncollectable accounts charged to the allowance. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2016 | |
Consolidation | Consolidation: dHybrid Systems, LLC (“dHybrid”), Spartan Steel Coating, LLC (“Spartan”), TWB Company, L.L.C. (“TWB”), Worthington Aritaş Basinçli Kaplar Sanayi (“Worthington Aritas”), Worthington Energy Innovations, LLC (“WEI”), and Worthington Specialty Processing (“WSP”) in which we own controlling interests of 79.59%, 52%, 55%, 75%, 75%, and 51%, respectively, are consolidated with the equity owned by the other joint venture members shown as noncontrolling interests in our consolidated balance sheets, and the other joint venture members’ portions of net earnings and other comprehensive income or loss (“OCI”) shown as net earnings or comprehensive income attributable to noncontrolling interests in our consolidated statements of earnings and consolidated statements of comprehensive income, respectively. |
Use of Estimates | Use of Estimates: |
Cash and Cash Equivalents | Cash and Cash Equivalents: |
Inventories | Inventories: |
Derivative Financial Instruments | Derivative Financial Instruments: In order for hedging relationships to qualify for hedge accounting under current accounting guidance, we formally document each hedging relationship and its risk management objective. This documentation includes the hedge strategy, the hedging instrument, the hedged item, the nature of the risk being hedged, how hedge effectiveness will be assessed prospectively and retrospectively as well as a description of the method used to measure hedge ineffectiveness. Derivative instruments are executed only with highly-rated counterparties. No credit loss is anticipated on existing instruments, and no material credit losses have been experienced to date. We monitor our positions, as well as the credit ratings of counterparties to those positions. We discontinue hedge accounting when it is determined that the derivative instrument is no longer effective in offsetting the hedged risk, expires or is sold, is terminated or is no longer designated as a hedging instrument because it is unlikely that a forecasted transaction will occur or we determine that designation of the hedging instrument is no longer appropriate. In all situations in which hedge accounting is discontinued and the derivative instrument is retained, we continue to carry the derivative instrument at its fair value on the consolidated balance sheet and recognize any subsequent changes in its fair value in net earnings immediately. When it is probable that a forecasted transaction will not occur, we discontinue hedge accounting and immediately recognize the gains and losses that were accumulated in AOCI. Refer to “Note P – Derivative Instruments and Hedging Activities” for additional information regarding the consolidated balance sheet location and the risk classification of our derivative instruments. |
Risks and Uncertainties | Risks and Uncertainties In fiscal 2016, our largest customer accounted for approximately 8% of our consolidated net sales, and our ten largest customers accounted for approximately 34% of our consolidated net sales. A significant loss of, or decrease in, business from any of these customers could have an adverse effect on our sales and financial results if we cannot obtain replacement business. Also, due to consolidation within the industries we serve, including the construction, automotive and retail industries, our sales may be increasingly sensitive to deterioration in the financial condition of, or other adverse developments with respect to, one or more of our largest customers. Our principal raw material is flat-rolled steel, which we purchase from multiple primary steel producers. The steel industry as a whole has been cyclical, and at times availability and pricing can be volatile due to a number of factors beyond our control. This volatility can significantly affect our steel costs. In an environment of increasing prices for steel and other raw materials, in general, competitive conditions may impact how much of the price increases we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, our financial results could be adversely affected. Also, if steel prices decrease, in general, competitive conditions may impact how quickly we must reduce our prices to our customers and we could be forced to use higher-priced raw materials to complete orders for which the selling prices have decreased. Declining steel prices could also require us to write-down the value of our inventories to reflect current market pricing. Further, the number of suppliers has decreased in recent years due to industry consolidation and the financial difficulties of certain suppliers, and consolidation may continue. Accordingly, if delivery from a major steel supplier is disrupted, it may be more difficult to obtain an alternative supply than in the past. |
Receivables | Receivables: The allowance for doubtful accounts is used to record the estimated risk of loss related to the customers’ inability to pay. This allowance is maintained at a level that we consider appropriate based on factors that affect collectability, such as the financial health of our customers, historical trends of charge-offs and recoveries and current economic and market conditions. As we monitor our receivables, we identify customers that may have payment problems, and we adjust the allowance accordingly, with the offset to selling, general and administrative (“SG&A”) expense. Account balances are charged off against the allowance when recovery is considered remote. The allowance for doubtful accounts increased approximately $1,494,000 during fiscal 2016 to $4,579,000. While we believe our allowances are adequate, changes in economic conditions, the financial health of customers and bankruptcy settlements could impact our future earnings. If the economic environment and market conditions deteriorate, particularly in the automotive and construction end markets where our exposure is greatest, additional reserves may be required. |
Property and Depreciation | Property and Depreciation: |
Goodwill and Other Long-Lived Assets | Goodwill and Other Long-Lived Assets: The goodwill impairment test consists of comparing the fair value of each reporting unit, determined using discounted cash flows, to each reporting unit’s respective carrying value. If the estimated fair value of a reporting unit exceeds its carrying value, there is no impairment. If the carrying amount of the reporting unit exceeds its estimated fair value, goodwill impairment is indicated. The amount of the impairment is determined by comparing the fair value of the net assets of the reporting unit, excluding goodwill, to its estimated fair value, with the difference representing the implied fair value of the goodwill. If the implied fair value of the goodwill is lower than its carrying value, the difference is recorded as an impairment charge in our consolidated statements of earnings. The impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset to its carrying value. If the carrying value of the intangible asset exceeds its fair value, the difference is recorded as an impairment charge in our consolidated statements of earnings. We review the carrying value of our long-lived assets, including intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its respective carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized. The loss recognized is equal to the amount that the carrying value of the asset or asset group exceeds fair value. Our impairment testing for both goodwill and other long-lived assets, including intangible assets with finite useful lives, is largely based on cash flow models that require significant judgment and require assumptions about future volume trends, revenue and expense growth rates; and, in addition, external factors such as changes in economic trends and cost of capital. Significant changes in any of these assumptions could impact the outcomes of the tests performed. See “Note C – Goodwill and Other Long-Lived Assets” for additional details regarding these assets and related impairment testing. |
Leases | Leases: |
Stock-Based Compensation | Stock-Based Compensation: |
Revenue Recognition | Revenue Recognition |
Advertising Expense | Advertising Expense: |
Shipping and Handling Fees and Costs | Shipping and Handling Fees and Costs: |
Environmental Costs | Environmental Costs: |
Income Taxes | Income Taxes: Tax benefits from uncertain tax positions that are recognized in the consolidated financial statements are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. We have reserves for taxes and associated interest and penalties that may become payable in future years as a result of audits by taxing authorities. It is our policy to record these in income tax expense. While we believe the positions taken on previously filed tax returns are appropriate, we have established the tax and interest reserves in recognition that various taxing authorities may challenge our positions. The tax reserves are analyzed periodically, and adjustments are made as events occur to warrant adjustment to the reserves, such as lapsing of applicable statutes of limitations, conclusion of tax audits, additional exposure based on current calculations, identification of new issues and release of administrative guidance or court decisions affecting a particular tax issue. |
Self-Insurance Reserves | Self-Insurance Reserves: |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2015, amended accounting guidance was issued that revised consolidation requirements in order to provide financial statement users with a more useful presentation of an entity’s economic and operational results. The amended guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted, and the amendments may be applied using either a retrospective or modified retrospective approach. We do not expect the adoption of this amended accounting guidance to have a material impact on our financial position or results of operations. In April 2015, amended accounting guidance was issued to simplify the presentation of debt issuance costs by requiring that such costs be presented in the balance sheet as a direct deduction from the carrying amount of the corresponding debt liability itself. The amended guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been issued. Retrospective application to prior periods is required. The adoption of this guidance will not have a significant impact on our consolidated financial position and results of operations. In July 2015, amended accounting guidance was issued regarding the measurement of inventory. The amended guidance requires that inventory accounted for under the first-in, first-out (FIFO) or average cost methods be measured at the lower of cost and net realizable value, where net realizable value represents the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amended guidance has no impact on inventory accounted for under the last-in, first-out (LIFO) or retail inventory methods. The amended guidance is effective prospectively for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of an interim or annual reporting period. We do not expect the adoption of this amended accounting guidance to have a material impact on our financial position or results of operations. In September 2015, amended accounting guidance was issued regarding adjustments to provisional amounts reported in conjunction with a business combination. The amended guidance requires that an acquirer in a business combination recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendment also requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change, calculated as if the accounting had been completed at the acquisition date. Additionally, the amendment requires the acquirer to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amended guidance is effective prospectively for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been issued. We do not expect the adoption of this amended accounting guidance to have a material impact on our financial position or results of operations. In November 2015, amended accounting guidance was issued that simplifies the presentation of deferred income taxes. The amended guidance requires entities with a classified balance sheet to present all deferred income tax assets and liabilities as noncurrent. The amended guidance is effective for financial statements issued for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period, and the change may be applied either prospectively or retrospectively. The Company elected to early adopt this amended accounting guidance during the fourth quarter of fiscal 2016. The adoption was on a prospective basis and therefore prior periods have not been restated. In February 2016, amended accounting guidance was issued that replaces most existing lease accounting guidance under U.S. GAAP. Among other changes, the amended guidance requires that lease assets and liabilities be recognized on the balance sheet by lessees for those leases classified as operating leases under previous guidance. The amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, and the change is to be applied using a modified retrospective approach as of the beginning of the earliest period presented. We are in the process of evaluating the effect this guidance will have on our consolidated financial position and results of operations, and we have not determined the effect of the amended guidance on our ongoing financial reporting. In March 2016, amended accounting guidance was issued regarding derivatives instruments designated as hedging instruments. The amended guidance clarifies that a change in the counterparty to such a hedging instrument does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The amended guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, and the change may be applied either prospectively or retrospectively. We do not expect the adoption of this amended accounting guidance to have a material impact on our financial position or results of operations. In March 2016, amended accounting guidance was issued that simplifies the accounting for share-based payments. The amended guidance impacts several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, statutory withholding requirements, and classification in the statement of cash flows. The amended guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company elected to early adopt this amended accounting guidance during the fourth quarter of fiscal 2016. The impact resulting from the adoption of this amended guidance is summarized below. • Income Tax Accounting • Forfeitures • Statement of Cash Flows Presentation In June 2016, amended accounting guidance was issued related to the measurement of credit losses on financial instruments. The amended guidance changes the impairment model for most financial assets to require measurement and recognition of expected credit losses for financial assets held. The amended guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are in the process of evaluating the effect this guidance will have on our consolidated financial position and results of operations, and we have not determined the effect of the amended guidance on our ongoing financial reporting. |
Economic (Non-designated) Hedges | Economic (Non-designated) Hedges We enter into foreign currency contracts to manage our foreign exchange exposure related to inter-company and financing transactions that do not meet the requirements for hedge accounting treatment. We also enter into certain commodity contracts that do not qualify for hedge accounting treatment. Accordingly, these derivative instruments are adjusted to current market value at the end of each period through earnings. |
Cash Flow Hedges | |
Cash Flow Hedges | Cash Flow Hedges We enter into derivative instruments to hedge our exposure to changes in cash flows attributable to interest rate and commodity price fluctuations associated with certain forecasted transactions. These derivative instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on the derivative instrument is reported as a component of OCI and reclassified into earnings in the same line associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument is recognized in earnings immediately. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
May 31, 2016 | |
Supplemental Cash Flow Information | Supplemental cash flow information was as follows for the fiscal years ended May 31: (in thousands) 2016 2015 2014 Interest paid, net of amount capitalized $ 30,431 $ 36,190 $ 24,199 Income taxes paid, net of refunds 50,750 67,825 81,997 |
Investments in Unconsolidated32
Investments in Unconsolidated Affiliates (Tables) | 12 Months Ended |
May 31, 2016 | |
Unconsolidated Affiliates | |
Financial Information | 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 |
Goodwill and Other Long-Lived33
Goodwill and Other Long-Lived Assets (Tables) | 12 Months Ended |
May 31, 2016 | |
Summary of Changes in Carrying Amount of Goodwill | The following table summarizes the changes in the carrying amount of goodwill during fiscal 2016 and fiscal 2015 by reportable business segment: Steel Pressure Engineered Other Total (in thousands) Balance at May 31, 2014 Goodwill $ - $ 200,509 $ 44,933 $ 127,245 $ 372,687 Accumulated impairment losses - - - (121,594 ) (121,594 ) - 200,509 44,933 5,651 251,093 Acquisitions and purchase accounting adjustments 6,587 41,421 - - 48,008 Divestitures - (1,891 ) - - (1,891 ) Translation adjustments - (13,278 ) - - (13,278 ) Impairment losses - - (44,933 ) - (44,933 ) 6,587 26,252 (44,933 ) - (12,094 ) Balance at May 31, 2015 Goodwill 6,587 226,761 44,933 127,245 405,526 Accumulated impairment losses - - (44,933 ) (121,594 ) (166,527 ) 6,587 226,761 - 5,651 238,999 Acquisitions and purchase accounting adjustments 458 6,713 - - 7,171 Translation adjustments - (103 ) - - (103 ) 458 6,610 - - 7,068 Balance at May 31, 2016 Goodwill 7,045 233,371 44,933 127,245 412,594 Accumulated impairment losses - - (44,933 ) (121,594 ) (166,527 ) $ 7,045 $ 233,371 $ - $ 5,651 $ 246,067 |
Summary of Other Intangible Assets by Class | The following table summarizes other intangible assets by class as of May 31, 2016 and 2015: 2016 2015 (in thousands) Cost Accumulated Cost Accumulated Indefinite-lived intangible assets: Trademarks $ 14,501 $ - $ 12,601 $ - Total indefinite-lived intangible assets 14,501 - 12,601 - Definite-lived intangible assets: Customer relationships $ 96,072 $ 35,561 $ 119,871 $ 34,421 Non-compete agreements 9,422 6,237 14,221 6,897 Technology / know-how 21,689 3,865 15,633 2,350 Other 4,012 3,869 4,338 3,879 Total definite-lived intangible assets 131,195 49,532 154,063 47,547 Total intangible assets $ 145,696 $ 49,532 $ 166,664 $ 47,547 |
Estimated Amortization Expense | Amortization expense for each of the next five fiscal years is estimated to be: (in thousands) 2017 $ 13,664 2018 $ 13,225 2019 $ 10,772 2020 $ 8,385 2021 $ 7,813 |
Restructuring and Other Expen34
Restructuring and Other Expense (Tables) | 12 Months Ended |
May 31, 2016 | |
Schedule of Progression of Liabilities Associated with Restructuring Activities, Combined with Reconciliation to Restructuring and Other Expense (Income) | A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other expense (income) financial statement caption in our consolidated statement of earnings for fiscal 2016, is summarized below: (in thousands) Beginning Expense Payments Adjustments Ending Early retirement and severance $ 2,170 $ 6,137 $ (5,746 ) $ (730 ) $ 1,831 Facility exit and other costs 371 7,967 (7,482 ) (203 ) 653 $ 2,541 14,104 $ (13,228 ) $ (933 ) $ 2,484 Net gain on sale of assets (6,927 ) Restructuring and other expense $ 7,177 A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other expense (income) financial statement caption in our consolidated statement of earnings for fiscal 2015, is summarized as follows: (in thousands) Beginning Expense Payments Adjustments Ending Early retirement and severance $ 6,495 $ 3,323 $ (7,694 ) $ 46 $ 2,170 Facility exit and other costs 534 1,266 (1,568 ) 139 371 $ 7,029 4,589 $ (9,262 ) $ 185 $ 2,541 Net loss on sale of assets 2,338 Restructuring and other expense $ 6,927 |
Contingent Liabilities and Co35
Contingent Liabilities and Commitments (Tables) | 12 Months Ended |
May 31, 2016 | |
Total Proceeds Received related to Insurance Claim since Date of Loss | Total proceeds received related to insurance claims since the date of loss have been as follows: (in thousands) Property and equipment $ 6,892 Business interruption 5,521 Other expenses 1,001 Total insurance proceeds $ 13,414 |
Debt and Receivables Securiti36
Debt and Receivables Securitization (Tables) | 12 Months Ended |
May 31, 2016 | |
Summary of Long-term Debt and Short-term Borrowings Outstanding | The following table summarizes our long-term debt and short-term borrowings outstanding at May 31, 2016 and 2015: (in thousands) 2016 2015 Short-term borrowings $ 2,651 $ 90,550 4.55% senior notes due April 15, 2026 249,567 249,524 4.60% senior notes due August 10, 2024 150,000 150,000 6.50% senior notes due April 15, 2020 149,937 149,920 Term loans 31,020 30,429 Other 320 320 Total debt 583,495 670,743 Less: current maturities and short-term borrowings 3,513 91,391 Total long-term debt $ 579,982 $ 579,352 |
Maturities on Long-term Debt and Short-term Borrowings | Maturities on long-term debt and short-term borrowings in the next five fiscal years, and the remaining years thereafter, are as follows: (in thousands) 2017 $ 3,513 2018 6,573 2019 6,518 2020 167,067 2021 - Thereafter 400,320 Total $ 583,991 |
Comprehensive Income (Loss) (Ta
Comprehensive Income (Loss) (Tables) | 12 Months Ended |
May 31, 2016 | |
Summary of Tax Effects of Each Component of Other Comprehensive Income (Loss) | The following table summarizes the tax effects of each component of other comprehensive income (loss) for the fiscal years ended May 31: 2016 2015 2014 (in thousands) Before- Tax Tax Net-of- Tax Before- Tax Tax Net-of- Tax Before- Tax Tax Net-of- Tax Foreign currency translation $ 4,716 $ - $ 4,716 $ (34,229 ) $ - $ (34,229 ) $ 7,618 $ - $ 7,618 Pension liability adjustment (3,233 ) 1,175 (2,058 ) (5,652 ) 1,914 (3,738 ) (1,555 ) 511 (1,044 ) Cash flow hedges 35,524 (13,316 ) 22,208 (18,605 ) 6,952 (11,653 ) 3,548 (1,039 ) 2,509 Other comprehensive income (loss) $ 37,007 $ (12,141 ) $ 24,866 $ (58,486 ) $ 8,866 $ (49,620 ) $ 9,611 $ (528 ) $ 9,083 |
Components of Changes in Accumulated Other Comprehensive Loss | The components of the changes in accumulated other comprehensive loss for the fiscal year ended May 31, 2016 were as follows: Foreign Pension Cash Flow Accumulated (in thousands) Balance as of May 31, 2015 $ (20,717 ) $ (15,003 ) $ (14,984 ) $ (50,704 ) Other comprehensive income (loss) before reclassifications 1,989 (3,667 ) 7,283 5,605 Reclassification adjustments to income (a) - 434 28,241 28,675 Income taxes - 1,175 (13,316 ) (12,141 ) Balance as of May 31, 2016 $ (18,728 ) $ (17,061 ) $ 7,224 $ (28,565 ) (a) The statement of earnings classification of amounts reclassified to income for cash flow hedges is disclosed in “Note P – Derivative Instruments and Hedging Activities.” |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
May 31, 2016 | |
Summary of Stock Option Activity | The following tables summarize our stock option activity for the years ended May 31: 2016 2015 2014 (in thousands, except per share) Stock Weighted Stock Weighted Stock Weighted Outstanding, beginning of year 4,044 $ 18.25 4,752 $ 17.58 5,517 $ 17.19 Granted 154 30.92 97 42.95 130 32.21 Exercised (874 ) 17.22 (758 ) 17.24 (828 ) 17.39 Forfeited (18 ) 32.25 (47 ) 17.00 (67 ) 16.13 Outstanding, end of year 3,306 19.01 4,044 18.25 4,752 17.58 Exercisable at end of year 3,059 17.85 3,276 17.63 2,996 17.57 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | Number of Weighted (in years) Aggregate May 31, 2016 Outstanding 3,306 4.33 $ 61,178 Exercisable 3,059 4.01 60,082 May 31, 2015 Outstanding 4,044 4.82 $ 38,277 Exercisable 3,276 4.42 31,625 May 31, 2014 Outstanding 4,752 5.50 $ 107,970 Exercisable 2,996 4.67 68,108 |
Summary of Non-Vested Stock Option Awards | The following table summarizes information about non-vested stock option awards for fiscal 2016: Number of Weighted Non-vested, beginning of year 768 $ 7.66 Granted 154 8.50 Vested (657 ) 6.63 Forfeited (18 ) 7.87 Non-vested, end of year 247 $ 10.91 |
Summarize of Restricted Common Share Activity | The following tables summarize our restricted common share activity for the years ended May 31: 2016 2015 2014 (in thousands, except per share) Restricted Weighted Restricted Weighted Restricted Weighted Outstanding, beginning of year 635 $ 33.65 573 $ 28.36 399 $ 18.74 Granted 217 29.49 240 40.05 380 33.14 Vested (120 ) 24.14 (142 ) 23.32 (185 ) 17.17 Forfeited (34 ) 34.53 (36 ) 32.62 (21 ) 30.70 Outstanding, end of year 698 33.69 635 33.65 573 28.36 Weighted average remaining contractual life of outstanding restricted common shares (in years) 1.04 1.41 1.61 Aggregate intrinsic value of outstanding restricted common shares $ 26,059 $ 17,269 $ 23,112 Aggregate intrinsic value of restricted common shares vested during the year $ 3,527 $ 5,400 $ 7,499 |
Performance Shares Granted | The table below sets forth the performance shares we granted (at target levels) during fiscal 2016, fiscal 2015 and fiscal 2014: (in thousands, except per share amounts) 2016 2015 2014 Granted 87 61 59 Weighted average grant date fair value, per share $ 30.12 $ 42.71 $ 33.33 Pre-tax stock-based compensation $ 2,623 $ 2,611 $ 1,958 |
Non-Qualified Stock Options | |
Non-Qualified Stock Options Granted | The table below sets forth the non-qualified stock options granted during each of the last three fiscal years. For each grant, the exercise price was equal to the closing market price of the underlying common shares at each respective grant date. The fair values of these stock options were based on the Black-Scholes option pricing model, calculated at the respective grant dates. The calculated pre-tax stock-based compensation expense for these stock options, which is after an estimate of forfeitures, will be recognized on a straight-line basis over the respective vesting periods of the stock options. 2016 2015 2014 (in thousands, except per share amounts) Granted 154 97 130 Weighted average exercise price, per share $ 30.92 $ 42.95 $ 32.21 Weighted average grant date fair value, per share $ 9.55 $ 17.96 $ 12.92 Pre-tax stock-based compensation $ 1,305 $ 1,553 $ 1,539 |
Assumptions to Value Stock Options | The weighted average fair value of stock options granted in fiscal 2016, fiscal 2015 and fiscal 2014 was based on the Black-Scholes option pricing model with the following weighted average assumptions: 2016 2015 2014 Assumptions used: Dividend yield 2.33 % 1.88 % 2.28 % Expected volatility 38.40 % 50.92 % 52.23 % Risk-free interest rate 1.98 % 1.88 % 1.69 % Expected life (years) 6.0 6.0 6.0 |
Service-Based Restricted Common Shares | |
Service-Based Restricted Common Shares Granted | The table below sets forth the restricted common shares we granted during each of fiscal 2016, fiscal 2015 and fiscal 2014. The calculated pre-tax stock-based compensation expense for these restricted common shares will be recognized on a straight-line basis over their respective vesting periods. (in thousands, except per share amounts) 2016 2015 2014 Granted 217 240 380 Weighted average grant date fair value, per share $ 29.49 $ 40.05 $ 33.14 Pre-tax stock-based compensation $ 5,800 $ 8,660 $ 11,307 |
Market-Based Restricted Common Shares | |
Assumptions to Value Stock Options | The following assumptions were used to determine the grant-date fair value and the derived service period for these restricted common shares: Dividend yield 1.60 % Expected volatility 44.00 % Risk-free interest rate 1.70 % |
Employee Pension Plans (Tables)
Employee Pension Plans (Tables) | 12 Months Ended |
May 31, 2016 | |
Components of Net Periodic Pension Cost for the Defined Benefit Plan and the Defined Contribution Plans | The following table summarizes the components of net periodic pension cost for the defined benefit plan and the defined contribution plans for the years ended May 31: (in thousands) 2016 2015 2014 Defined benefit plan: Interest cost $ 1,621 $ 1,541 $ 1,403 Actual return (loss) on plan assets (1,154 ) 1,846 2,524 Net amortization and deferral (356 ) (3,641 ) (4,175 ) Net periodic pension cost (benefit) on defined benefit plan 111 (254 ) (248 ) Defined contribution plans 13,300 13,270 12,586 Total retirement plan cost $ 13,411 $ 13,016 $ 12,338 |
Actuarial Assumptions Used for Defined Benefit Plan | The following actuarial assumptions were used for our defined benefit plan: 2016 2015 2014 To determine benefit obligation: Discount rate 3.75 % 4.07 % 4.38 % To determine net periodic pension cost: Discount rate 4.07 % 4.38 % 4.44 % Expected long-term rate of return 7.00 % 7.00 % 8.00 % Rate of compensation increase n/a n/a n/a |
Reconciliation of the Changes in the Projected Benefit Obligation and Fair Value of Plan Assets and the Funded Status for the Gerstenslager Plan | The following tables provide a reconciliation of the changes in the projected benefit obligation and fair value of plan assets and the funded status for the Gerstenslager Plan during fiscal 2016 and fiscal 2015 as of the respective measurement dates: (in thousands) May 31, 2016 May 31, 2015 Change in benefit obligation Benefit obligation, beginning of year $ 40,227 $ 35,539 Interest cost 1,621 1,541 Actuarial loss 759 3,924 Benefits paid (1,439 ) (777 ) Benefit obligation, end of year $ 41,168 $ 40,227 Change in plan assets Fair value, beginning of year $ 28,159 $ 26,470 Actual return (loss) on plan assets (1,154 ) 1,846 Company contributions - 620 Benefits paid (1,439 ) (777 ) Fair value, end of year $ 25,566 $ 28,159 Funded status $ (15,602 ) $ (12,068 ) Amounts recognized in the consolidated balance sheets consist of: Other liabilities $ (15,602 ) $ (12,068 ) Accumulated other comprehensive loss 21,324 17,900 Amounts recognized in accumulated other comprehensive loss consist of: Net loss 21,324 17,900 Total $ 21,324 $ 17,900 |
Other Changes in Plan Assets And Benefit Obligations Recognized in OCI | The following table shows other changes in plan assets and benefit obligations recognized in OCI during the fiscal year ended May 31: (in thousands) 2016 2015 Net actuarial loss $ (3,858 ) $ (4,199 ) Amortization of net loss 434 327 Total recognized in other comprehensive loss $ (3,424 ) $ (3,872 ) Total recognized in net periodic benefit cost and other comprehensive loss $ (3,535 ) $ (3,618 ) |
Plan Assets for Defined Benefit Plan | Plan assets for the defined benefit plan consisted principally of the following as of the respective measurement dates: May 31, May 31, Asset category Equity securities 50 % 53 % Debt securities 49 % 41 % Other 1 % 6 % Total 100 % 100 % |
Estimated Future Benefits Expected to be Paid | The following estimated future benefits, which reflect expected future service, as appropriate, are expected to be paid during the fiscal years noted: (in thousands) 2017 $ 927 2018 $ 1,005 2019 $ 1,099 2020 $ 1,173 2021 $ 1,291 2022-2026 $ 8,470 |
Fair Value, Measurements, Recurring | |
Plan Assets for Defined Benefit Plan | The following table sets forth, by level within the fair value hierarchy, a summary of the defined benefit plan’s assets measured at fair value on a recurring basis at May 31, 2016: (in thousands) Fair Value Quoted Significant Significant Investment: Money Market Funds $ 340 $ 340 $ - $ - Bond Funds 12,435 12,435 - - Equity Funds 12,791 12,791 - - Totals $ 25,566 $ 25,566 $ - $ - The following table sets forth by level within the fair value hierarchy a summary of the defined benefit plan’s assets measured at fair value on a recurring basis at May 31, 2015: (in thousands) Fair Value Quoted Significant Significant Investment: Money Market Funds $ 1,775 $ 1,775 $ - $ - Bond Funds 11,524 11,524 - - Equity Funds 14,860 14,860 - - Totals $ 28,159 $ 28,159 $ - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May 31, 2016 | |
Earnings before Income Taxes | Earnings before income taxes for the years ended May 31 include the following components: (in thousands) 2016 2015 2014 United States based operations $ 180,467 $ 104,732 $ 210,783 Non – United States based operations 36,148 8,296 6,718 Earnings before income taxes 216,615 113,028 217,501 Less: Net earnings attributable to noncontrolling interests* 13,913 10,471 8,852 Earnings before income taxes attributable to controlling interest $ 202,702 $ 102,557 $ 208,649 * Net earnings attributable to noncontrolling interests are not taxable to Worthington. |
Components of Income Tax Expense (Benefit) | Significant components of income tax expense (benefit) for the years ended May 31 were as follows: (in thousands) 2016 2015 2014 Current Federal $ 42,837 $ 57,511 $ 73,149 State and local 2,157 2,731 3,537 Foreign 6,639 5,490 6,579 51,633 65,732 83,265 Deferred Federal 7,584 (37,839 ) (25,453 ) State and local 934 (754 ) (1,194 ) Foreign (1,164 ) (1,367 ) 731 7,354 (39,960 ) (25,916 ) $ 58,987 $ 25,772 $ 57,349 |
Reconciliation of 35% Federal Statutory Tax Rate to Total Tax Provision | A reconciliation of the 35% federal statutory tax rate to total tax provision follows: 2016 2015 2014 Federal statutory rate 35.0 % 35.0 % 35.0 % State and local income taxes, net of federal tax benefit 2.6 3.0 2.0 Change in state and local valuation allowances (1.1 ) (1.1 ) (0.9 ) Non-U.S. income taxes at other than 35% (3.5 ) (0.7 ) (1.0 ) Change in Non-U.S. valuation allowances 0.5 1.2 1.4 Qualified production activities deduction (2.2 ) (5.9 ) (3.9 ) Acquisition of an additional 10% interest in TWB - - (3.4 ) Research & development credits (0.2 ) (0.2 ) (1.1 ) Tax write off of investment in foreign subsidiary - - (1.1 ) Benefit related to foreign tax credits - (5.3 ) - Excess benefit related to share-based payment awards (1.6 ) - - Other (0.4 ) (0.9 ) 0.5 Effective tax rate attributable to controlling interest 29.1 % 25.1 % 27.5 % |
Reconciliation of Unrecognized Tax Benefits | A tabular reconciliation of unrecognized tax benefits follows: (In thousands) Balance at May 31, 2015 $ 3,530 Increases – tax positions taken in prior years 362 Decreases – tax positions taken in prior years (530 ) Increases – current tax positions 687 Settlements (755 ) Lapse of statutes of limitations (467 ) Balance at May 31, 2016 $ 2,827 |
Summary of Tax Years Open to Examination by Major Tax Jurisdiction | The following is a summary of the tax years open to examination by major tax jurisdiction: U.S. Federal – 2013 and forward U.S. State and Local – 2012 and forward Austria – 2013 and forward Canada – 2012 and forward Mexico – 2010 and forward |
Deferred Tax Assets and Liabilities | The components of our deferred tax assets and liabilities as of May 31 were as follows: (in thousands) 2016 2015 Deferred tax assets Accounts receivable $ 2,786 $ 1,895 Inventories 6,418 8,051 Accrued expenses 34,035 33,678 Net operating and capital loss carry forwards 12,756 14,326 Tax credit carry forwards 3,127 3,688 Stock-based compensation 22,452 20,434 Derivative contracts - 9,177 Other 210 247 Total deferred tax assets 81,784 91,496 Valuation allowance for deferred tax assets (11,796 ) (13,036 ) Net deferred tax assets 69,988 78,460 Deferred tax liabilities Property, plant and equipment (35,521 ) (39,433 ) Undistributed earnings of unconsolidated affiliates (42,967 ) (35,165 ) Derivative contracts (6,395 ) - Other (2,484 ) (2,150 ) Total deferred tax liabilities (87,367 ) (76,748 ) Net deferred tax asset (liability) $ (17,379 ) $ 1,712 |
Deferred Tax Assets and Liabilities Classified in Consolidated Balance Sheet | The above amounts are classified in the consolidated balance sheets as of May 31 as follows: (in thousands) 2016 2015 Current assets: Deferred income taxes $ - $ 22,034 Noncurrent assets: Other assets - 1,173 Noncurrent liabilities: Deferred income taxes (17,379 ) (21,495 ) Net deferred tax asset (liability) $ (17,379 ) $ 1,712 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
May 31, 2016 | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share for the years ended May 31: (in thousands, except per share amounts) 2016 2015 2014 Numerator (basic & diluted): Net earnings attributable to controlling interest – income available to common shareholders $ 143,715 $ 76,785 $ 151,300 Denominator: Denominator for basic earnings per share attributable to controlling interest – weighted average common shares 62,469 66,309 68,944 Effect of dilutive securities 2,286 2,174 2,720 Denominator for diluted earnings per share attributable to controlling interest – adjusted weighted average common shares 64,755 68,483 71,664 Basic earnings per share attributable to controlling interest $ 2.30 $ 1.16 $ 2.19 Diluted earnings per share attributable to controlling interest 2.22 1.12 2.11 |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
May 31, 2016 | |
Financial Information for Reportable Segments | The following table presents summarized financial information for our reportable business segments as of, and for the fiscal years ended, May 31: (in thousands) 2016 2015 2014 Net sales Steel Processing $ 1,843,661 $ 2,145,744 $ 1,936,073 Pressure Cylinders 844,898 1,001,402 928,396 Engineered Cabs 121,946 192,953 200,528 Other 9,209 44,135 61,429 Total net sales $ 2,819,714 $ 3,384,234 $ 3,126,426 Operating income (loss) Steel Processing $ 112,001 $ 108,707 $ 119,025 Pressure Cylinders 28,375 58,113 55,004 Engineered Cabs (19,331 ) (97,260 ) (26,516 ) Other 1,007 (9,003 ) (11,760 ) Total operating income $ 122,052 $ 60,557 $ 135,753 Depreciation and amortization Steel Processing $ 38,523 $ 34,526 $ 32,882 Pressure Cylinders 32,403 34,953 31,984 Engineered Cabs 6,205 10,184 10,027 Other 7,568 5,426 4,837 Total depreciation and amortization $ 84,699 $ 85,089 $ 79,730 Impairment of goodwill and long-lived assets Steel Processing $ - $ 3,050 $ 7,141 Pressure Cylinders 22,962 11,911 32,005 Engineered Cabs 3,000 83,989 19,100 Other - 1,179 - Total impairment of goodwill and long-lived assets $ 25,962 $ 100,129 $ 58,246 Restructuring and other expense (income) Steel Processing $ 4,110 $ 72 $ (3,382 ) Pressure Cylinders 392 6,408 (745 ) Engineered Cabs 3,570 (332 ) - Other (895 ) 779 2,251 Total restructuring and other expense (income) $ 7,177 $ 6,927 $ (1,876 ) Total assets Steel Processing $ 819,853 $ 829,116 $ 850,748 Pressure Cylinders 787,786 804,799 818,720 Engineered Cabs 75,124 94,506 181,251 Other 380,992 356,721 445,662 Total assets $ 2,063,755 $ 2,085,142 $ 2,296,381 Capital expenditures Steel Processing $ 42,063 $ 34,546 $ 16,682 Pressure Cylinders 29,916 35,872 32,364 Engineered Cabs 6,945 8,951 10,351 Other 18,112 16,886 11,941 Total capital expenditures $ 97,036 $ 96,255 $ 71,338 |
Net Sales by Geographic Region | The following table presents net sales by geographic region for the years ended May 31: (in thousands) 2016 2015 2014 United States $ 2,586,391 $ 3,175,972 $ 2,917,484 Europe 143,466 125,778 136,513 Mexico 54,284 56,687 51,430 Canada 21,521 6,464 10,324 Other 14,052 19,333 10,675 Total $ 2,819,714 $ 3,384,234 $ 3,126,426 |
Property, Plant and Equipment, Net by Geographic Region | The following table presents property, plant and equipment, net, by geographic region as of May 31: (in thousands) 2016 2015 United States $ 506,649 $ 439,296 Europe 49,529 50,520 Mexico 4,903 5,030 Canada 3,711 4,284 Other 18,046 14,060 Total $ 582,838 $ 513,190 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
May 31, 2016 | |
CryoScience | |
Schedule of Acquisition of Intangible Assets | In connection with the acquisition, we identified and valued the following identifiable intangible assets: (in thousands) Amount Useful Life (Years) Category Technology $ 2,800 20 Customer relationships 2,200 15 Other 260 1 Total acquired identifiable intangible assets $ 5,260 |
Schedule of Consideration Transferred and Fair Value Assigned to Assets Acquired And Liabilities Assumed | The following table summarizes the consideration transferred and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: (in thousands) Accounts receivable $ 2,367 Inventories 5,762 Prepaid expenses 208 Intangible assets 5,260 Property, plant and equipment 13,400 Total identifiable assets 26,997 Accounts payable (2,808 ) Other accrued items (318 ) Net assets 23,871 Goodwill 6,713 Purchase price $ 30,584 Plus: estimated working capital deficit 772 Cash paid at closing $ 31,356 |
Worthington Specialty Processing | |
Schedule of Acquisition of Intangible Assets | In connection with the acquisition of WSP, we identified and valued the following identifiable intangible assets: (in thousands) Amount Useful Life (Years) Category Customer relationships $ 3,300 6 Trade name 1,900 Indefinite Total acquired identifiable intangible assets $ 5,200 |
Schedule of Consideration Transferred and Fair Value Assigned to Assets Acquired And Liabilities Assumed | The following table summarizes the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: (in thousands) Cash $ 6,902 Accounts receivable 10,233 Inventories 3,349 Prepaid expense and other 809 Intangible assets 5,200 Other assets 2,608 Property, plant and equipment 39,511 Total identifiable assets 68,612 Accounts payable (6,963 ) Accrued liabilities (1,728 ) Net identifiable assets 59,921 Goodwill 458 Net assets 60,379 Noncontrolling interest (28,004 ) Total basis allocated $ 32,375 |
Rome Strip Steel | |
Schedule of Acquisition of Intangible Assets | In connection with the acquisition of the assets of Rome Strip Steel, we identified and valued the following identifiable intangible assets: (in thousands) Useful Life (Years) Category Amount Customer relationships $ 4,300 10 Non-compete agreements 1,200 5 Total acquired identifiable intangible assets $ 5,500 |
Schedule of Consideration Transferred and Fair Value Assigned to Assets Acquired And Liabilities Assumed | The following table summarizes the consideration transferred for the assets of Rome Strip Steel and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: (in thousands) Cash $ 10 Accounts receivable 6,333 Inventories 17,063 Prepaid expenses 41 Intangible assets 5,500 Property, plant and equipment 22,775 Total identifiable assets 51,722 Accounts payable (3,091 ) Other accrued items (410 ) Other liabilities (313 ) Net assets 47,908 Goodwill 6,587 Purchase price $ 54,495 Plus: estimated working capital deficit 817 Cash paid at closing $ 55,312 |
DHybrid Systems LLC | |
Schedule of Acquisition of Intangible Assets | In connection with the acquisition of the assets of dHybrid, we identified and valued the following identifiable intangible assets: (in thousands) Useful Life (Years) Category Amount Technological know-how $ 3,100 10 Customer relationships 600 7 Backlog 88 Less than 1 Total acquired identifiable intangible assets $ 3,788 |
Schedule of Consideration Transferred and Fair Value Assigned to Assets Acquired And Liabilities Assumed | The following table summarizes the consideration transferred for our 79.59% interest in dHybrid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: (in thousands) Consideration Transferred: Cash consideration $ 11,939 Fair value of contingent consideration 3,979 Total consideration $ 15,918 Estimated Fair Value of Assets Acquired and Liabilities Assumed: Cash and cash equivalents $ 1,132 Accounts receivable 1,482 Inventories 2,732 Prepaid expenses and other current assets 38 Intangible assets 3,788 Property, plant and equipment 406 Total identifiable assets 9,578 Accounts payable (1,867 ) Accrued liabilities (533 ) Long-term debt (5,000 ) Net identifiable assets 2,178 Goodwill 17,822 Net assets 20,000 Noncontrolling interest (4,082 ) Total consideration $ 15,918 |
MEF | |
Schedule of Acquisition of Intangible Assets | In connection with the acquisition of the assets of MEF, we identified and valued the following identifiable intangible assets: (in thousands) Useful Life (Years) Category Amount Technological know-how $ 5,100 10 Customer relationships 4,300 7 Non-compete agreements 2,400 4 Backlog 1,800 Less than 1 Total acquired identifiable intangible assets $ 13,600 |
Schedule of Consideration Transferred and Fair Value Assigned to Assets Acquired And Liabilities Assumed | The following table summarizes the consideration transferred for the assets of MEF and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: (in thousands) Accounts receivable $ 3,329 Inventories 3,550 Intangible assets 13,600 Property, plant and equipment 166 Total identifiable assets 20,645 Accounts payable (555 ) Other accrued items (92 ) Deferred revenue (4,808 ) Net identifiable assets 15,190 Goodwill 23,251 Cash consideration $ 38,441 |
JRE | |
Schedule of Consideration Transferred and Fair Value Assigned to Assets Acquired And Liabilities Assumed | The following table summarizes the consideration transferred for the assets of JRE and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: (in thousands) Cash $ 253 Accounts receivable 509 Inventories 2,793 Prepaid expense and other current assets 40 Property, plant and equipment 250 Total identifiable assets 3,845 Accounts payable (514 ) Other accrued items (2,160 ) Net identifiable assets 1,171 Goodwill 400 Total cash consideration $ 1,571 |
Derivative Instruments and He44
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
May 31, 2016 | |
Schedule of Fair Value of Derivative Instruments | The following table summarizes the fair value of our derivative instruments and the respective line in which they were recorded in the consolidated balance sheet at May 31, 2016: Asset Derivatives Liability Derivatives (in thousands) Balance Fair Balance Sheet Fair Derivatives designated as hedging instruments: Commodity contracts Receivables $ 13,224 Accounts payable $ 696 Other assets 3,589 Other liabilities 80 16,813 776 Interest rate contracts Receivables - Accounts payable 155 Other assets - Other liabilities 306 - 461 Totals $ 16,813 $ 1,237 Derivatives not designated as hedging instruments: Commodity contracts Receivables $ 4,660 Accounts payable $ 761 Other assets 317 Other liabilities - 4,977 761 Foreign exchange contracts Receivables - Accounts payable 15 - 15 Totals $ 4,977 $ 776 Total Derivative Instruments $ 21,790 $ 2,013 The following table summarizes the fair value of our derivative instruments and the respective line in which they were recorded in the consolidated balance sheet at May 31, 2015: Asset Derivatives Liability Derivatives (in thousands) Balance Fair Balance Sheet Fair Derivatives designated as hedging instruments: Commodity contracts Receivables $ - Accounts payable $ 17,241 Other assets - Other liabilities 592 - 17,833 Interest rate contracts Receivables - Accounts payable 81 Other assets - Other liabilities 113 - 194 Foreign exchange contracts Receivables 75 Accounts payable - Totals $ 75 $ 18,027 Derivatives not designated as hedging instruments: Commodity contracts Receivables $ 96 Accounts payable $ 4,104 Other assets - Other liabilities - Totals $ 96 $ 4,104 Total Derivative Instruments $ 171 $ 22,131 |
Schedule of Derivatives Designated as Cash Flow Hedging Instruments | The following table summarizes the gain (loss) recognized in OCI and the gain (loss) reclassified from AOCI into earnings for derivative instruments designated as cash flow hedges during fiscal 2016 and fiscal 2015: (in thousands) Income Location of Income Location of Income For the fiscal year ended May 31, 2016: Interest rate contracts $ (266 ) Interest expense $ (510 ) Interest expense $ - Commodity contracts 7,549 Cost of goods sold (27,727 ) Cost of goods sold - Foreign currency contracts - Miscellaneous (4 ) Miscellaneous - Totals $ 7,283 $ (28,241 ) $ - For the fiscal year ended May 31, 2015: Interest rate contracts $ (167 ) Interest expense $ (2,538 ) Interest expense $ - Commodity contracts (29,336 ) Cost of goods sold (8,364 ) Cost of goods sold - Foreign currency contracts 851 Miscellaneous 855 Miscellaneous - Totals $ (28,652 ) $ (10,047 ) $ - |
Schedule of Gain (Loss) Recognized in Earnings for Economic (Non-Designated) Derivative Financial Instruments | The following table summarizes the gain (loss) recognized in earnings for economic (non-designated) derivative financial instruments during fiscal 2016 and fiscal 2015: Income (Loss) Recognized Location of Income (Loss) Recognized in Earnings Fiscal Year Ended May 31, (in thousands) 2016 2015 Commodity contracts Cost of goods sold $ (1,351 ) $ (15,432 ) Foreign exchange contracts Miscellaneous income, net 148 - Total $ (1,203 ) $ (15,432 ) |
Cash Flow Hedges | |
Schedule of Summary of Derivative Hedges | The following table summarizes our cash flow hedges outstanding at May 31, 2016: (in thousands) Notional Maturity Date Commodity contracts $ 87,639 June 2016 – December 2017 Interest rate contracts $ 17,032 September 2019 |
Derivatives Not Designated As Hedging Instruments | |
Schedule of Summary of Derivative Hedges | The following table summarizes our economic (non-designated) derivative instruments outstanding at May 31, 2016: (in thousands) Notional Maturity Date(s) Commodity contracts $ 33,371 June 2016 – December 2017 Foreign currency contracts $ 10,767 May 2017 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
May 31, 2016 | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | At May 31, 2016, our financial assets and liabilities measured at fair value on a recurring basis were as follows: (in thousands) Quoted Prices Active Significant Significant (Level 3) Totals Assets Derivative contracts (1) $ - $ 21,790 $ - $ 21,790 Total assets $ - $ 21,790 $ - $ 21,790 Liabilities Derivative contracts (1) $ - $ 2,013 $ - $ 2,013 Contingent consideration obligations (2) - - 4,519 4,519 Total liabilities $ - $ 2,013 $ 4,519 $ 6,532 At May 31, 2015, our financial assets and liabilities measured at fair value on a recurring basis were as follows: (in thousands) Quoted Prices Active Significant Significant (Level 3) Totals Assets Derivative contracts (1) $ - $ 171 $ - $ 171 Total assets $ - $ 171 $ - $ 171 Liabilities Derivative contracts (1) $ - $ 22,131 $ - $ 22,131 Contingent consideration obligations (2) - - 3,979 3,979 Total liabilities $ - $ 22,131 $ 3,979 $ 26,110 (1) The fair value of our derivative contracts is based on the present value of the expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Market observable, Level 2 inputs are used to determine the present value of the expected future cash flows. Refer to “Note P – Derivative Instruments and Hedging Activities” for additional information regarding our use of derivative instruments. (2) The fair value of the contingent consideration obligations is determined using a probability weighted cash flow approach based on management’s projections of future cash flows of the acquired businesses. The fair value measurements are based on significant inputs not observable in the market and thus represent Level 3 measurements. |
Assets Measured at Fair Value on Non-recurring Basis | At May 31, 2015, our assets measured at fair value on a non-recurring basis were categorized as follows: (in thousands) Quoted Prices Active Significant Significant (Level 3) Totals Assets Long-lived assets held and used (1) $ - $ - $ 12,403 $ 12,403 Total assets $ - $ - $ 12,403 $ 12,403 (1) During the fourth quarter of fiscal 2015, the Company determined that indicators of impairment were present with regard to intangible assets related to our CNG fuel systems joint venture, dHybrid. Recoverability of the identified asset group was tested using future cash flow projections based on management’s long-range estimates of market conditions. The sum of these undiscounted future cash flows was less than the net book value of the asset group. In accordance with the applicable accounting guidance, the intangible assets were written down to their fair value of $600,000, resulting in an impairment charge of $2,344,000. The key assumptions that drove the fair value calculation were projected cash flows and the discount rate. |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
May 31, 2016 | |
Future Minimum Lease Payments for Noncancelable Operating Leases | Future minimum lease payments for non-cancelable operating leases having an initial or remaining term in excess of one year at May 31, 2016, were as follows: (in thousands) 2017 $ 9,569 2018 8,567 2019 7,342 2020 5,800 2021 4,643 Thereafter 5,810 Total $ 41,731 |
Quarterly Results of Operatio47
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
May 31, 2016 | |
Summary of Unaudited Quarterly Consolidated Results of Operations | The following table summarizes the unaudited quarterly consolidated results of operations for fiscal 2016 and fiscal 2015: (in thousands, except per share) Three Months Ended Fiscal 2016 August 31 November 30 February 29 May 31 Net sales $ 758,147 $ 699,816 $ 647,080 $ 714,671 Gross margin 113,016 109,179 95,923 134,475 Impairment of long-lived assets (1) 3,000 22,962 - - Net earnings (2) 34,995 25,752 34,143 62,738 Net earnings attributable to controlling interest (2) 31,968 23,376 29,847 58,523 Earnings per share – basic (2) $ 0.50 $ 0.37 $ 0.48 $ 0.95 Earnings per share – diluted (2) 0.48 0.36 0.47 0.92 Fiscal 2015 August 31 November 30 February 28 May 31 Net sales $ 862,414 $ 871,012 $ 804,785 $ 846,023 Gross margin 129,507 125,223 98,491 110,312 Impairment of goodwill and long-lived assets (1) 1,950 14,235 81,600 2,344 Net earnings (loss) 48,820 31,455 (23,243 ) 30,226 Net earnings (loss) attributable to controlling interest 44,168 29,462 (25,710 ) 28,865 Earnings (loss) per share – basic $ 0.65 $ 0.44 $ (0.39 ) $ 0.45 Earnings (loss) per share – diluted 0.63 0.43 (0.39 ) 0.44 (1) For additional information regarding the Company’s impairment charges, refer to “Note C – Goodwill and Other Long-Lived Assets.” (2) Amounts are presented on a revised basis due to the adoption of amended accounting guidance related to the accounting for share-based payments in the fourth quarter of fiscal 2016. As a result of the adoption of this amended accounting guidance, net earnings and net earnings attributable to controlling interest for the three month periods ended August 31, 2015, November 30, 2015 and February 29, 2016 increased $558,000, $136,000 and $271,000, respectively, from the previously reported results. For additional information, refer to “Note A – Summary of Significant Accounting Policies – Recently Issued Accounting Standards.” |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |||
May 31, 2016USD ($)StateCountryFacilityJointVenturesCustomer | May 31, 2015USD ($) | May 31, 2014USD ($) | Jul. 31, 2013 | |
Significant Accounting Policies [Line Items] | ||||
Lower of cost or market adjustment | $ 1,716,000 | |||
Number of manufacturing facilities operated | Facility | 82 | |||
Number of States operated | State | 24 | |||
Number of Countries operated | Country | 11 | |||
Number of joint ventures | JointVentures | 12 | |||
Returns and allowances increase (decrease) | $ (341,000) | |||
Returns and Allowances | 6,052,000 | |||
Allowance for doubtful accounts increase (decrease) | 1,494,000 | |||
Receivables, allowances | 4,579,000 | 3,085,000 | ||
Depreciation Expenses | 68,886,000 | 64,666,000 | $ 62,344,000 | |
Advertising Expenses | 13,970,000 | 11,153,000 | 6,788,000 | |
Provision (benefit) for income taxes | 58,987,000 | $ 25,772,000 | $ 57,349,000 | |
Adjustments for New Accounting Pronouncement | ||||
Significant Accounting Policies [Line Items] | ||||
Provision (benefit) for income taxes | $ (3,178,000) | |||
Amended accounting guidance, description | Income Tax Accounting – The amended accounting guidance requires all excess tax benefits and tax deficiencies to be recognized as an income tax benefit or expense on a prospective basis in the period of adoption. The adoption of this provision of the amended accounting guidance resulted in the recognition of excess tax benefits of $3,178,000 in income tax expense, rather than in paid-in capital, during fiscal 2016. As the adoption was on a prospective basis, prior periods have not been restated. | |||
Building and Improvements | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, estimated useful life | 10 years | |||
Building and Improvements | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, estimated useful life | 40 years | |||
Machinery and Equipment | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, estimated useful life | 3 years | |||
Machinery and Equipment | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, estimated useful life | 20 years | |||
Net Sales | Product Concentration Risk | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 43.00% | 38.00% | 36.00% | |
Net Sales | Foreign Operations | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 8.00% | 6.00% | 7.00% | |
Net Earnings | Foreign Operations | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 10.00% | (2.00%) | (2.00%) | |
Net Assets, Segment | Foreign Operations | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 14.00% | 14.00% | ||
Workforce Subject to Collective Bargaining Arrangements | Labor Force Concentration Risk [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 8.00% | |||
Largest Customer | ||||
Significant Accounting Policies [Line Items] | ||||
Number of customers | Customer | 10 | |||
Largest Customer | Net Sales | Customer Concentration Risk | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 8.00% | |||
Ten Largest Customers | Net Sales | Customer Concentration Risk | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 34.00% | |||
WRC | ||||
Significant Accounting Policies [Line Items] | ||||
Number of manufacturing facilities operated | Facility | 31 | |||
Consolidated Entities | ||||
Significant Accounting Policies [Line Items] | ||||
Number of joint ventures | JointVentures | 6 | |||
DHybrid Systems LLC | Joint Venture Transactions | ||||
Significant Accounting Policies [Line Items] | ||||
Percent of controlling interest by the Company | 79.59% | |||
Spartan | Joint Venture Transactions | ||||
Significant Accounting Policies [Line Items] | ||||
Percent of controlling interest by the Company | 52.00% | |||
TWB | Joint Venture Transactions | ||||
Significant Accounting Policies [Line Items] | ||||
Percent of controlling interest by the Company | 55.00% | 55.00% | ||
Worthington Aritas | Joint Venture Transactions | ||||
Significant Accounting Policies [Line Items] | ||||
Percent of controlling interest by the Company | 75.00% | |||
WEI | Joint Venture Transactions | ||||
Significant Accounting Policies [Line Items] | ||||
Percent of controlling interest by the Company | 75.00% | |||
Worthington Specialty Processing | Joint Venture Transactions | ||||
Significant Accounting Policies [Line Items] | ||||
Percent of controlling interest by the Company | 51.00% |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Cash Flow Supplemental Disclosures [Line Items] | |||
Interest paid, net of amount capitalized | $ 30,431 | $ 36,190 | $ 24,199 |
Income taxes paid, net of refunds | $ 50,750 | $ 67,825 | $ 81,997 |
Investments in Unconsolidated50
Investments in Unconsolidated Affiliates - Additional Information (Detail) | 12 Months Ended | ||||
May 31, 2016USD ($)Entity | May 31, 2015USD ($)Entity | May 31, 2014USD ($)Entity | Oct. 18, 2013 | Jul. 31, 2013 | |
Investments in and Advances to Affiliates [Line Items] | |||||
Number of unconsolidated affiliates | Entity | 4 | 4 | 4 | ||
Consolidated retained earnings undistributed earnings net of tax | $ 23,283,000 | ||||
ClarkDietrich | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Distributions from (investments in) unconsolidated affiliate(s) | $ 570,000 | ||||
WAVE | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Cumulative distributions in excess of investment | 52,983,000 | 61,585,000 | |||
Unconsolidated Affiliates | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Distributions from unconsolidated affiliates | $ 86,513,000 | $ 78,297,000 | $ 85,346,000 | ||
Joint Venture Transactions | ArtiFlex | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Percent of interest by unconsolidated affiliates | 50.00% | ||||
Joint Venture Transactions | ClarkDietrich | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Percent of interest by unconsolidated affiliates | 25.00% | ||||
Joint Venture Transactions | Samuel Steel Pickling Company | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Percent of interest by unconsolidated affiliates | 31.25% | ||||
Joint Venture Transactions | Seviacero | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Percent of interest by unconsolidated affiliates | 50.00% | ||||
Joint Venture Transactions | WAVE | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Percent of interest by unconsolidated affiliates | 50.00% | ||||
Joint Venture Transactions | Zhejiang Nisshin Worthington Precision Specialty Steel Co | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Percent of interest by unconsolidated affiliates | 10.00% | 10.00% | |||
Joint Venture Transactions | Zhejiang Nisshin Worthington Precision Specialty Steel Co | Maximum | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Percent of interest by unconsolidated affiliates | 34.00% | ||||
Joint Venture Transactions | TWB | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Percentage of additional interest acquired by the company | 10.00% | ||||
Percent of controlling interest by the Company | 55.00% | 55.00% |
Schedule of Combined Financial
Schedule of Combined Financial Information for Unconsolidated Affiliates (Detail) - Unconsolidated Affiliates - USD ($) $ in Thousands | May 31, 2016 | May 31, 2015 | |
Investments in and Advances to Affiliates [Line Items] | |||
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. |
Financial Results of Four Large
Financial Results of Four Largest Unconsolidated Affiliates (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Investments in and Advances to Affiliates [Line Items] | |||
Net sales | $ 1,563,388 | $ 1,510,180 | $ 1,492,802 |
Gross margin | 361,221 | 302,006 | 312,620 |
Operating income | 247,250 | 193,531 | 213,932 |
Depreciation and amortization | 31,103 | 35,662 | 36,958 |
Interest expense (income) | 8,469 | 8,695 | 9,222 |
Income tax expense | 9,040 | 10,488 | 9,854 |
Net earnings | 258,106 | 178,102 | 196,131 |
WAVE | |||
Investments in and Advances to Affiliates [Line Items] | |||
Net sales | 393,718 | 382,451 | 382,821 |
Gross margin | 207,143 | 181,102 | 177,935 |
Operating income | 172,721 | 147,603 | 144,167 |
Depreciation and amortization | 4,120 | 4,150 | 4,916 |
Interest expense (income) | 6,635 | 6,412 | 6,464 |
Income tax expense | 2,449 | 2,539 | 3,606 |
Net earnings | 164,132 | 138,670 | 134,019 |
ClarkDietrich | |||
Investments in and Advances to Affiliates [Line Items] | |||
Net sales | 615,609 | 576,171 | 549,267 |
Gross margin | 95,427 | 65,530 | 73,803 |
Operating income | 33,897 | 10,436 | 27,918 |
Depreciation and amortization | 14,289 | 16,638 | 16,523 |
Interest expense (income) | 80 | 138 | 103 |
Net earnings | 58,539 | 11,799 | 27,837 |
Seviacero | |||
Investments in and Advances to Affiliates [Line Items] | |||
Net sales | 260,337 | 277,385 | 249,661 |
Gross margin | 15,328 | 17,028 | 22,268 |
Operating income | 11,110 | 14,036 | 19,413 |
Depreciation and amortization | 3,508 | 3,462 | 3,533 |
Interest expense (income) | 114 | 201 | 474 |
Income tax expense | 6,249 | 7,844 | 5,689 |
Net earnings | 6,246 | 8,429 | 14,530 |
ArtiFlex | |||
Investments in and Advances to Affiliates [Line Items] | |||
Net sales | 219,510 | 183,029 | 170,531 |
Gross margin | 30,181 | 24,145 | 16,839 |
Operating income | 22,612 | 16,476 | 9,785 |
Depreciation and amortization | 6,105 | 7,258 | 7,129 |
Interest expense (income) | 1,650 | 1,973 | 2,183 |
Income tax expense | 289 | 105 | 82 |
Net earnings | 20,673 | 14,398 | 7,539 |
Other Affiliates | |||
Investments in and Advances to Affiliates [Line Items] | |||
Net sales | 74,214 | 91,144 | 140,522 |
Gross margin | 13,142 | 14,201 | 21,775 |
Operating income | 6,910 | 4,980 | 12,649 |
Depreciation and amortization | 3,081 | 4,154 | 4,857 |
Interest expense (income) | (10) | (29) | (2) |
Income tax expense | 53 | 477 | |
Net earnings | $ 8,516 | $ 4,806 | $ 12,206 |
Goodwill and Other Long-Lived53
Goodwill and Other Long-Lived Assets - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Nov. 30, 2015USD ($)Facility | Aug. 31, 2015USD ($) | May 31, 2015USD ($) | Feb. 28, 2015USD ($) | Nov. 30, 2014USD ($) | Aug. 31, 2014USD ($) | [1] | May 31, 2014USD ($) | Nov. 30, 2013USD ($) | Nov. 30, 2015USD ($) | May 31, 2016USD ($) | May 31, 2015USD ($) | May 31, 2014USD ($) | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Asset measured at fair value on nonrecurring basis | $ 12,403,000 | $ 0 | $ 12,403,000 | ||||||||||||||||
Impairment of long-lived assets | $ 22,962,000 | [1] | $ 3,000,000 | [1] | 2,344,000 | [1] | $ 81,600,000 | [1] | $ 14,235,000 | [1] | $ 1,950,000 | $ 30,734,000 | 25,962,000 | 100,129,000 | $ 58,246,000 | ||||
Goodwill | 238,999,000 | $ 251,093,000 | 246,067,000 | 238,999,000 | 251,093,000 | ||||||||||||||
Goodwill written-off | 44,933,000 | ||||||||||||||||||
Amortization expense | $ 15,813,000 | 20,422,000 | 17,386,000 | ||||||||||||||||
DHybrid Systems LLC | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Asset measured at fair value on nonrecurring basis | 600,000 | 600,000 | |||||||||||||||||
Impairment of long-lived assets | 2,344,000 | ||||||||||||||||||
Goodwill | 17,822,000 | 17,822,000 | |||||||||||||||||
Minimum | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Definite-lived intangible assets, estimated useful lives | 1 year | ||||||||||||||||||
Maximum | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Definite-lived intangible assets, estimated useful lives | 20 years | ||||||||||||||||||
Long-lived Assets Held and Used | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Asset measured at fair value on nonrecurring basis | [2] | 12,403,000 | 12,403,000 | ||||||||||||||||
Engineered Cabs | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Impairment of long-lived assets | 3,000,000 | 2,389,000 | $ 3,000,000 | 83,989,000 | 19,100,000 | ||||||||||||||
Goodwill | 0 | 44,933,000 | 44,933,000 | ||||||||||||||||
Goodwill written-off | 44,933,000 | 44,933,000 | |||||||||||||||||
Gain (loss) on sale of business | 332,000 | ||||||||||||||||||
Engineered Cabs | Florence Facility | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Asset measured at fair value on nonrecurring basis | 9,803,000 | ||||||||||||||||||
Impairment of long-lived assets | 14,311,000 | ||||||||||||||||||
Engineered Cabs | Customer relationships | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Asset measured at fair value on nonrecurring basis | 2,000,000 | ||||||||||||||||||
Impairment of long-lived assets | $ 22,356,000 | ||||||||||||||||||
Engineered Cabs | Long-lived Assets Held and Used | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Asset measured at fair value on nonrecurring basis | 1,059,000 | ||||||||||||||||||
Carrying value long-lived assets | $ 4,059,000 | ||||||||||||||||||
Pressure Cylinders | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Impairment of long-lived assets | 22,962,000 | 11,911,000 | 32,005,000 | ||||||||||||||||
Goodwill | 226,761,000 | 200,509,000 | 233,371,000 | 226,761,000 | $ 200,509,000 | ||||||||||||||
Pressure Cylinders | Aluminum High Pressure Cylinder Business | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Impairment of long-lived assets | 3,221,000 | 1,412,000 | |||||||||||||||||
Pressure Cylinders | Oil & Gas Equipment | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Number of equipment facilities | Facility | 2 | ||||||||||||||||||
Carrying value long-lived assets | $ 59,895,000 | ||||||||||||||||||
Cash flow projections, discount rate | 13.00% | ||||||||||||||||||
Impairment of long-lived assets | $ 22,962,000 | ||||||||||||||||||
Goodwill | 25,982,000 | $ 25,982,000 | |||||||||||||||||
Pressure Cylinders | Worthington Nitin Cylinders | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Impairment of long-lived assets | 18,959,000 | ||||||||||||||||||
Pressure Cylinders | Worthington Nitin Cylinders | Noncontrolling Interest | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Impairment of long-lived assets | $ 7,583,000 | ||||||||||||||||||
Pressure Cylinders | Worthington Nitin Cylinders | Joint Venture Transactions | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Impairment of long-lived assets | 6,346,000 | ||||||||||||||||||
Percent of controlling interest by the Company | 60.00% | 60.00% | |||||||||||||||||
Pressure Cylinders | Long-lived Assets Held and Used | Aluminum High Pressure Cylinder Business | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Asset measured at fair value on nonrecurring basis | $ 7,034,000 | $ 7,034,000 | |||||||||||||||||
Pressure Cylinders | Long-lived Assets Held and Used | Oil & Gas Equipment | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Asset measured at fair value on nonrecurring basis | $ 36,933,000 | 36,933,000 | |||||||||||||||||
Other Business Segment | Military Construction Business | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Impairment of long-lived assets | $ 1,179,000 | ||||||||||||||||||
Steel Processing | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Impairment of long-lived assets | 3,050,000 | $ 7,141,000 | |||||||||||||||||
Goodwill | $ 6,587,000 | $ 7,045,000 | $ 6,587,000 | ||||||||||||||||
Steel Processing | Closure of Precision Specialty Metals, Inc | |||||||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||||||||||||||
Impairment of long-lived assets | $ 7,141,000 | $ 3,050,000 | |||||||||||||||||
[1] | For additional information regarding the Company's impairment charges, refer to "Note C - Goodwill and Other Long-Lived Assets." | ||||||||||||||||||
[2] | During the fourth quarter of fiscal 2015, the Company determined that indicators of impairment were present with regard to intangible assets related to our CNG fuel systems joint venture, dHybrid. Recoverability of the identified asset group was tested using future cash flow projections based on management's long-range estimates of market conditions. The sum of these undiscounted future cash flows was less than the net book value of the asset group. In accordance with the applicable accounting guidance, the intangible assets were written down to their fair value of $600,000, resulting in an impairment charge of $2,344,000. The key assumptions that drove the fair value calculation were projected cash flows and the discount rate. |
Summary of Changes in Carrying
Summary of Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2015 | May 31, 2016 | May 31, 2015 | |
Goodwill [Line Items] | |||
Goodwill, beginning balance | $ 405,526 | $ 372,687 | |
Accumulated impairment losses, beginning balance | (166,527) | (121,594) | |
Goodwill net, beginning balance | 238,999 | 251,093 | |
Acquisitions and purchase accounting adjustments | 7,171 | 48,008 | |
Divestitures | (1,891) | ||
Translation adjustments | (103) | (13,278) | |
Impairment losses | (44,933) | ||
Goodwill, Period Increase (Decrease) | 7,068 | (12,094) | |
Goodwill, ending balance | 412,594 | 405,526 | |
Accumulated impairment losses, ending balance | (166,527) | (166,527) | |
Goodwill net, ending balance | 246,067 | 238,999 | |
Steel Processing | |||
Goodwill [Line Items] | |||
Goodwill, beginning balance | 6,587 | ||
Goodwill net, beginning balance | 6,587 | ||
Acquisitions and purchase accounting adjustments | 458 | 6,587 | |
Goodwill, Period Increase (Decrease) | 458 | 6,587 | |
Goodwill, ending balance | 7,045 | 6,587 | |
Goodwill net, ending balance | 7,045 | 6,587 | |
Pressure Cylinders | |||
Goodwill [Line Items] | |||
Goodwill, beginning balance | 226,761 | 200,509 | |
Goodwill net, beginning balance | 226,761 | 200,509 | |
Acquisitions and purchase accounting adjustments | 6,713 | 41,421 | |
Divestitures | (1,891) | ||
Translation adjustments | (103) | (13,278) | |
Goodwill, Period Increase (Decrease) | 6,610 | 26,252 | |
Goodwill, ending balance | 233,371 | 226,761 | |
Goodwill net, ending balance | 233,371 | 226,761 | |
Engineered Cabs | |||
Goodwill [Line Items] | |||
Goodwill, beginning balance | 44,933 | 44,933 | |
Accumulated impairment losses, beginning balance | (44,933) | ||
Goodwill net, beginning balance | 44,933 | ||
Impairment losses | $ (44,933) | (44,933) | |
Goodwill, Period Increase (Decrease) | (44,933) | ||
Goodwill, ending balance | 44,933 | 44,933 | |
Accumulated impairment losses, ending balance | (44,933) | (44,933) | |
Goodwill net, ending balance | $ 0 | ||
Other | |||
Goodwill [Line Items] | |||
Goodwill, beginning balance | 127,245 | 127,245 | |
Accumulated impairment losses, beginning balance | (121,594) | (121,594) | |
Goodwill net, beginning balance | 5,651 | 5,651 | |
Goodwill, ending balance | 127,245 | 127,245 | |
Accumulated impairment losses, ending balance | (121,594) | (121,594) | |
Goodwill net, ending balance | $ 5,651 | $ 5,651 |
Summary of Other Intangible Ass
Summary of Other Intangible Assets by Class (Detail) - USD ($) $ in Thousands | May 31, 2016 | May 31, 2015 |
Other Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, cost | $ 14,501 | $ 12,601 |
Cost | 145,696 | 166,664 |
Definite-lived intangible assets, cost | 131,195 | 154,063 |
Accumulated Amortization | 49,532 | 47,547 |
Trademarks | ||
Other Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, cost | 14,501 | 12,601 |
Customer relationships | ||
Other Intangible Assets [Line Items] | ||
Definite-lived intangible assets, cost | 96,072 | 119,871 |
Accumulated Amortization | 35,561 | 34,421 |
Non-compete agreements | ||
Other Intangible Assets [Line Items] | ||
Definite-lived intangible assets, cost | 9,422 | 14,221 |
Accumulated Amortization | 6,237 | 6,897 |
Technology / know-how | ||
Other Intangible Assets [Line Items] | ||
Definite-lived intangible assets, cost | 21,689 | 15,633 |
Accumulated Amortization | 3,865 | 2,350 |
Other Intangible Assets | ||
Other Intangible Assets [Line Items] | ||
Definite-lived intangible assets, cost | 4,012 | 4,338 |
Accumulated Amortization | $ 3,869 | $ 3,879 |
Estimated Amortization Expense
Estimated Amortization Expense (Detail) $ in Thousands | May 31, 2016USD ($) |
Expected Amortization Expense [Line Items] | |
2,017 | $ 13,664 |
2,018 | 13,225 |
2,019 | 10,772 |
2,020 | 8,385 |
2,021 | $ 7,813 |
Schedule of Progression of Liab
Schedule of Progression of Liabilities Associated with Restructuring Activities, Combined with Reconciliation to Restructuring and Other Expense (Income) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||
Beginning Balance | $ 2,541 | $ 7,029 | |
Expense | 14,104 | 4,589 | |
Payments | (13,228) | (9,262) | |
Adjustments | (933) | 185 | |
Ending Balance | 2,484 | 2,541 | $ 7,029 |
Net (gain) loss on sale of assets | (6,927) | 2,338 | |
Restructuring and other expense | 7,177 | 6,927 | (1,876) |
Early Retirement And Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning Balance | 2,170 | 6,495 | |
Expense | 6,137 | 3,323 | |
Payments | (5,746) | (7,694) | |
Adjustments | (730) | 46 | |
Ending Balance | 1,831 | 2,170 | 6,495 |
Facility Exit And Other Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning Balance | 371 | 534 | |
Expense | 7,967 | 1,266 | |
Payments | (7,482) | (1,568) | |
Adjustments | (203) | 139 | |
Ending Balance | $ 653 | $ 371 | $ 534 |
Restructuring and Other Expen58
Restructuring and Other Expense - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Feb. 28, 2015 | May 31, 2016 | May 31, 2015 | May 31, 2014 | Mar. 24, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||||
Net gain (loss) on sale of assets | $ 12,996,000 | $ (3,277,000) | $ 11,212,000 | ||
Net gain (loss) on sale of assets | 6,927,000 | (2,338,000) | |||
Amount of goodwill included in loss on sale of business | 1,891,000 | ||||
Restructuring reserve | 2,484,000 | 2,541,000 | $ 7,029,000 | ||
Joint Venture Transactions | Worthington Nitin Cylinders | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Gain from sale of interest | 1,928,000 | ||||
Cryogenics Trailer Business in Boston, Massachusetts, to the Recently Acquired Facility in Theodore, Alabama | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | 550,000 | ||||
Pending Closure, Pennsylvania Steel Packaging Facility | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | 589,000 | ||||
Facility Closing, Baltimore Steel Processing Facility | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Facility exit and other costs incurred | 130,000 | ||||
Net gain (loss) on sale of assets | 2,978,000 | ||||
Severance expense credit | 240,000 | ||||
Legacy Metal Framing | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Facility exit and other costs incurred | 413,000 | ||||
Net gain (loss) on sale of assets | 1,484,000 | ||||
Other Non-significant Restructuring Activities | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | 384,000 | ||||
Facility costs | 691,000 | ||||
Closure of Precision Specialty Metals, Inc | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | 1,122,000 | ||||
Facility exit and other costs incurred | 5,863,000 | ||||
Net gain (loss) on sale of assets | 670,000 | ||||
Aluminum High Pressure Cylinder Business | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Cash proceeds from sale of business | 8,415,000 | ||||
Gain (loss) on sale of business | (2,670,000) | ||||
Amount of goodwill included in loss on sale of business | 1,891,000 | ||||
Restructuring reserve | 664,000 | ||||
Oil and Gas Equipment Location | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring reserve | $ 2,221,000 | ||||
Military Construction Business | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring reserve | 366,000 | ||||
Pressure Cylinders | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | 1,803,000 | ||||
Facility exit and other costs incurred | 853,000 | ||||
Amount of goodwill included in loss on sale of business | 1,891,000 | ||||
Engineered Cabs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Gain (loss) on sale of business | $ 332,000 | ||||
Engineered Cabs | Facility Closing | Florence, South Carolina | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | 1,929,000 | ||||
Facility exit and other costs incurred | 1,283,000 | ||||
Net gain (loss) on sale of assets | $ (207,000) | ||||
Engineered Cabs | ACT Business | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Cash proceeds from sale of business | 2,622,000 | ||||
Gain (loss) on sale of business | $ 332,000 |
Contingent Liabilities and Co59
Contingent Liabilities and Commitments - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | 33 Months Ended |
May 31, 2015 | May 31, 2016 | |
Commitment And Contingencies [Line Items] | ||
Insurance proceeds for replacement value of damaged property and equipment | $ 1,248 | $ 13,414 |
Book value of assets | 243 | |
Gain on damaged property and equipment | 1,005 | |
Business interruption | ||
Commitment And Contingencies [Line Items] | ||
Insurance proceeds for replacement value of damaged property and equipment | 5,521 | |
Other expenses | ||
Commitment And Contingencies [Line Items] | ||
Insurance proceeds for replacement value of damaged property and equipment | $ 1,001 | |
Manufacturing Expense | Business interruption | ||
Commitment And Contingencies [Line Items] | ||
Insurance proceeds for replacement value of damaged property and equipment | 2,653 | |
Manufacturing Expense | Other expenses | ||
Commitment And Contingencies [Line Items] | ||
Insurance proceeds for replacement value of damaged property and equipment | $ 256 |
Total Proceeds Received related
Total Proceeds Received related to Insurance Claims since Date of Loss (Detail) - USD ($) $ in Thousands | 12 Months Ended | 33 Months Ended |
May 31, 2015 | May 31, 2016 | |
Unusual or Infrequent Item [Line Items] | ||
Total insurance proceeds | $ 1,248 | $ 13,414 |
Property and equipment | ||
Unusual or Infrequent Item [Line Items] | ||
Total insurance proceeds | 6,892 | |
Business interruption | ||
Unusual or Infrequent Item [Line Items] | ||
Total insurance proceeds | 5,521 | |
Other expenses | ||
Unusual or Infrequent Item [Line Items] | ||
Total insurance proceeds | $ 1,001 |
Guarantees - Additional Informa
Guarantees - Additional Information (Detail) | May 31, 2016USD ($) |
Operating Lease of Aircraft | |
Loss Contingencies [Line Items] | |
Maximum potential obligation | $ 10,510,000 |
Summary of Long-term Debt and S
Summary of Long-term Debt and Short-term Borrowings Outstanding (Detail) - USD ($) $ in Thousands | May 31, 2016 | May 31, 2015 |
Debt Instrument [Line Items] | ||
Debt | $ 583,495 | $ 670,743 |
Less: current maturities and short-term borrowings | 3,513 | 91,391 |
Total long-term debt | 579,982 | 579,352 |
Short-term borrowings | ||
Debt Instrument [Line Items] | ||
Debt | 2,651 | 90,550 |
4.55% Senior Notes due April 15, 2026 | ||
Debt Instrument [Line Items] | ||
Debt | 249,567 | 249,524 |
4.60% Senior Notes due August 10, 2024 | ||
Debt Instrument [Line Items] | ||
Debt | 150,000 | 150,000 |
6.50% Senior Notes due April 15, 2020 | ||
Debt Instrument [Line Items] | ||
Debt | 149,937 | 149,920 |
Term Loans | ||
Debt Instrument [Line Items] | ||
Debt | 31,020 | 30,429 |
Other Debt | ||
Debt Instrument [Line Items] | ||
Debt | $ 320 | $ 320 |
Summary of Long-term Debt and63
Summary of Long-term Debt and Short-term Borrowings Outstanding (Parenthetical) (Detail) | Aug. 10, 2012 | May 31, 2016 | May 31, 2015 | Apr. 15, 2014 |
4.55% Senior Notes due April 15, 2026 | ||||
Debt Instrument [Line Items] | ||||
Debt, interest rate | 4.55% | 4.55% | 4.55% | |
Debt, maturity date | Apr. 15, 2026 | |||
4.60% Senior Notes due August 10, 2024 | ||||
Debt Instrument [Line Items] | ||||
Debt, interest rate | 4.60% | 4.60% | 4.60% | |
Debt, maturity date | Aug. 10, 2024 | Aug. 10, 2024 | ||
6.50% Senior Notes due April 15, 2020 | ||||
Debt Instrument [Line Items] | ||||
Debt, interest rate | 6.50% | 6.50% | ||
Debt, maturity date | Apr. 15, 2020 |
Debt and Receivables Securiti64
Debt and Receivables Securitization - Additional Information (Detail) - USD ($) | Sep. 26, 2014 | Apr. 15, 2014 | Aug. 10, 2012 | Apr. 27, 2012 | Apr. 13, 2010 | May 31, 2016 | May 31, 2015 | May 31, 2014 | Oct. 15, 2014 |
Debt And Receivables Securitization [Line Items] | |||||||||
Short-term borrowings | $ 2,651,000 | $ 90,550,000 | |||||||
Letter of credit amount outstanding | $ 16,428,000 | ||||||||
Interest Rate Swap | |||||||||
Debt And Receivables Securitization [Line Items] | |||||||||
Interest rate swap, interest rate | 2.015% | ||||||||
Interest rate swap, start date | Dec. 26, 2014 | ||||||||
Interest rate swap, maturity date | Sep. 26, 2019 | ||||||||
Line of Credit Facility, Outstanding Borrowing Percentage | 60.00% | ||||||||
4.55% Senior Notes due April 15, 2026 | |||||||||
Debt And Receivables Securitization [Line Items] | |||||||||
Principal amount | $ 250,000,000 | ||||||||
Debt, maturity date | Apr. 15, 2026 | ||||||||
Debt, interest rate | 4.55% | 4.55% | 4.55% | ||||||
Percentage of principal amount debt instrument was sold to the public | 99.789% | ||||||||
Yield to maturity | 4.573% | ||||||||
Debt discount | $ 528,000 | $ 433,000 | |||||||
Debt issuance cost | 2,256,000 | ||||||||
Settlement of hedge interest | $ (3,081,000) | ||||||||
Unamortized portion of debt issuance costs | $ 1,867,000 | ||||||||
4.60% Senior Notes due August 10, 2024 | |||||||||
Debt And Receivables Securitization [Line Items] | |||||||||
Principal amount | $ 150,000,000 | ||||||||
Debt, maturity date | Aug. 10, 2024 | Aug. 10, 2024 | |||||||
Debt, interest rate | 4.60% | 4.60% | 4.60% | ||||||
6.50% Unsecured Senior Notes due April 15, 2020 | |||||||||
Debt And Receivables Securitization [Line Items] | |||||||||
Principal amount | $ 150,000,000 | ||||||||
Debt, maturity date | Apr. 15, 2020 | ||||||||
Debt, interest rate | 6.50% | ||||||||
Yield to maturity | 6.515% | ||||||||
Debt discount | $ 165,000 | $ 63,000 | |||||||
Debt issuance cost | 1,535,000 | ||||||||
Settlement of hedge interest | $ (1,358,000) | ||||||||
Unamortized portion of debt issuance costs | 569,000 | ||||||||
Percentage of principal amount debt instrument was sold to the public | 99.89% | ||||||||
Term Loan maturing May 1, 2019 | |||||||||
Debt And Receivables Securitization [Line Items] | |||||||||
Maximum borrowing capacity | $ 5,880,000 | ||||||||
Borrowings outstanding | $ 2,575,000 | ||||||||
Term loan credit facility, term | 7 years | ||||||||
Debt, maturity date | May 1, 2019 | ||||||||
Debt, interest rate | 2.49% | ||||||||
Debt instrument required monthly payments | $ 76,350 | ||||||||
Securities Sold under Agreements to Repurchase | |||||||||
Debt And Receivables Securitization [Line Items] | |||||||||
Maturity date | 2018-01 | ||||||||
Maximum borrowing capacity | $ 100,000,000 | ||||||||
Number of days past due trade accounts receivables are ineligible for securitization | 90 days | ||||||||
Borrowings outstanding | $ 0 | ||||||||
Facility fee | 540,000 | $ 723,000 | $ 652,000 | ||||||
Worthington Aritas | |||||||||
Debt And Receivables Securitization [Line Items] | |||||||||
Short-term borrowings | 2,651,000 | ||||||||
Borrowings outstanding | $ 28,445,000 | ||||||||
Term loan credit facility, term | 5 years | ||||||||
Line of credit, variable rate | 1.50% | ||||||||
Unsecured Revolving Credit Facility | |||||||||
Debt And Receivables Securitization [Line Items] | |||||||||
Maturity date | 2020-04 | ||||||||
Maximum borrowing capacity | $ 500,000,000 | ||||||||
Borrowings outstanding | $ 0 | ||||||||
Unsecured Revolving Credit Facility | Maximum | |||||||||
Debt And Receivables Securitization [Line Items] | |||||||||
Debt maturity period | 1 year |
Maturities on Long-term Debt an
Maturities on Long-term Debt and Short-term Borrowings (Detail) - USD ($) $ in Thousands | May 31, 2016 | May 31, 2015 |
Debt Instrument [Line Items] | ||
2,017 | $ 3,513 | $ 91,391 |
2,018 | 6,573 | |
2,019 | 6,518 | |
2,020 | 167,067 | |
2,021 | 0 | |
Thereafter | 400,320 | |
Total | $ 583,991 |
Summary of Tax Effects of Each
Summary of Tax Effects of Each Component of Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Components Of Other Comprehensive Income Loss [Line Items] | |||
Other comprehensive income (loss), before tax | $ 37,007 | $ (58,486) | $ 9,611 |
Other comprehensive income (loss), tax | (12,141) | 8,866 | (528) |
Other comprehensive income (loss) | 24,866 | (49,620) | 9,083 |
Foreign Currency Translation | |||
Components Of Other Comprehensive Income Loss [Line Items] | |||
Other comprehensive income (loss), before tax | 4,716 | (34,229) | 7,618 |
Other comprehensive income (loss) | 4,716 | (34,229) | 7,618 |
Pension Liability Adjustment | |||
Components Of Other Comprehensive Income Loss [Line Items] | |||
Other comprehensive income (loss), before tax | (3,233) | (5,652) | (1,555) |
Other comprehensive income (loss), tax | 1,175 | 1,914 | 511 |
Other comprehensive income (loss) | (2,058) | (3,738) | (1,044) |
Cash Flow Hedges | |||
Components Of Other Comprehensive Income Loss [Line Items] | |||
Other comprehensive income (loss), before tax | 35,524 | (18,605) | 3,548 |
Other comprehensive income (loss), tax | (13,316) | 6,952 | (1,039) |
Other comprehensive income (loss) | $ 22,208 | $ (11,653) | $ 2,509 |
Components of Changes in Accumu
Components of Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
May 31, 2016 | May 31, 2015 | May 31, 2014 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance | $ 840,049 | $ 944,882 | $ 872,237 | |
Income taxes | (12,141) | 8,866 | (528) | |
Balance | 919,846 | 840,049 | 944,882 | |
Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance | (20,717) | |||
Other comprehensive income (loss) before reclassifications | 1,989 | |||
Balance | (18,728) | (20,717) | ||
Pension Liability Adjustment | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance | (15,003) | |||
Other comprehensive income (loss) before reclassifications | (3,667) | |||
Reclassification adjustments to income | [1] | 434 | ||
Income taxes | 1,175 | |||
Balance | (17,061) | (15,003) | ||
Cash Flow Hedges | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance | (14,984) | |||
Other comprehensive income (loss) before reclassifications | 7,283 | |||
Reclassification adjustments to income | [1] | 28,241 | ||
Income taxes | (13,316) | |||
Balance | 7,224 | (14,984) | ||
Accumulated Other Comprehensive Loss, Net of Tax | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance | (50,704) | (3,581) | (12,036) | |
Balance | (28,565) | (50,704) | (3,581) | |
Parent | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance | 749,112 | 850,812 | 830,822 | |
Other comprehensive income (loss) before reclassifications | 5,605 | |||
Reclassification adjustments to income | [1] | 28,675 | ||
Income taxes | (12,141) | |||
Balance | $ 793,371 | $ 749,112 | $ 850,812 | |
[1] | The statement of earnings classification of amounts reclassified to income for cash flow hedges is disclosed in "Note P - Derivative Instruments and Hedging Activities." |
Comprehensive Income (Loss) - A
Comprehensive Income (Loss) - Additional Information (Detail) $ in Thousands | 12 Months Ended |
May 31, 2016USD ($) | |
Other Comprehensive Income (Loss) [Line Items] | |
Gains in accumulated other comprehensive income, estimate of time of transfer | 12 months |
Gains in accumulated other comprehensive income expected to be reclassified into net earnings | $ 6,792 |
Gains in accumulated other comprehensive income expected to be reclassified into net earnings, tax | $ 4,127 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
May 31, 2016 | May 31, 2015 | May 31, 2014 | Jun. 25, 2014 | Jun. 29, 2011 | |
Class of Stock [Line Items] | |||||
Common Stock remaining shares authorized for repurchase | 0 | ||||
Purchases of common shares (in shares) | 1,722,332 | ||||
Repurchase of common shares | $ 99,847 | $ 127,360 | $ 128,218 | ||
Purchases and retirement of common shares (in shares) | 3,500,000 | 4,176,187 | |||
Deferred compensation obligation credited to common share option | $ 960 | $ 14,560 | |||
Stock repurchase on June 25, 2014 | |||||
Class of Stock [Line Items] | |||||
Common Stock remaining shares authorized for repurchase | 4,046,145 | ||||
Purchases of common shares (in shares) | 3,500,000 | 2,453,855 | |||
Maximum | |||||
Class of Stock [Line Items] | |||||
Common Stock shares authorized for repurchase | 10,000,000 | ||||
Maximum | Stock repurchase on June 25, 2014 | |||||
Class of Stock [Line Items] | |||||
Common Stock shares authorized for repurchase | 10,000,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock authorized for issuance | 4,886,393 | ||
Stock based compensation expense, pre tax | $ 15,836,000 | $ 17,916,000 | $ 22,017,000 |
Stock based compensation expense, after tax | 10,056,000 | $ 11,500,000 | $ 13,778,000 |
Unrecognized compensation cost | $ 9,963,000 | ||
Unrecognized compensation cost related to non-vested awards, expense period | 3 years | ||
Purchase price percentage of fair market value on the date of grant for stock options | 100.00% | ||
Stock options expiration period | 10 years | ||
Total intrinsic value of stock options exercised | $ 9,084,000 | ||
Cash received from the exercise of stock options | 7,893,000 | ||
Tax benefit realized from share-based payment awards | $ 3,178,000 | ||
Service-based restricted common shares granted to employees cliff vesting period | 3 years | ||
Before June 30, 2011 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options vesting percentage | 20.00% | ||
After June 30, 2011 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options vesting percentage | 33.00% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Purchase price percentage of fair market value on the date of grant for stock options | 100.00% | ||
Market-Based Restricted Common Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted common shares, granted | 50,000 | ||
Common share awards vesting, minimum price per share | $ 60 | ||
Common share awards vesting, minimum consecutive days at stated price | 30 days | ||
Restricted common shares, fair value per share | $ 32.06 | ||
Unrecognized compensation cost | $ 1,603,000 |
Non-Qualified Stock Options Gra
Non-Qualified Stock Options Granted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 154 | 97 | 130 |
Weighted average exercise price, per share | $ 30.92 | $ 42.95 | $ 32.21 |
Weighted average grant date fair value, per share | $ 9.55 | $ 17.96 | $ 12.92 |
Pre-tax stock-based compensation | $ 1,305 | $ 1,553 | $ 1,539 |
Assumptions To Value Stock Opti
Assumptions To Value Stock Options (Detail) | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Non-Qualified Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 2.33% | 1.88% | 2.28% |
Expected volatility | 38.40% | 50.92% | 52.23% |
Risk-free interest rate | 1.98% | 1.88% | 1.69% |
Expected life (years) | 6 years | 6 years | 6 years |
Market-Based Restricted Common Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 1.60% | ||
Expected volatility | 44.00% | ||
Risk-free interest rate | 1.70% |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Stock Options | |||
Outstanding, beginning of year | 4,044 | 4,752 | 5,517 |
Granted | 154 | 97 | 130 |
Exercised | (874) | (758) | (828) |
Forfeited | (18) | (47) | (67) |
Outstanding, end of year | 3,306 | 4,044 | 4,752 |
Exercisable at end of year | 3,059 | 3,276 | 2,996 |
Weighted Average Exercise Price | |||
Outstanding, beginning of year | $ 18.25 | $ 17.58 | $ 17.19 |
Granted | 30.92 | 42.95 | 32.21 |
Exercised | 17.22 | 17.24 | 17.39 |
Forfeited | 32.25 | 17 | 16.13 |
Outstanding, end of year | 19.01 | 18.25 | 17.58 |
Exercisable at end of year | $ 17.85 | $ 17.63 | $ 17.57 |
Weighted Average Remaining Contractual Life (in years) | |||
Outstanding | 4 years 3 months 29 days | 4 years 9 months 26 days | 5 years 6 months |
Exercisable | 4 years 4 days | 4 years 5 months 1 day | 4 years 8 months 1 day |
Aggregate intrinsic value | |||
Outstanding | $ 61,178 | $ 38,277 | $ 107,970 |
Exercisable | $ 60,082 | $ 31,625 | $ 68,108 |
Summary of Non-Vested Stock Opt
Summary of Non-Vested Stock Option Awards (Detail) - $ / shares shares in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Number of Stock Options | |||
Non-vested, beginning of year | 768 | ||
Granted | 154 | 97 | 130 |
Vested | (657) | ||
Forfeited | (18) | ||
Non-vested, end of year | 247 | 768 | |
Weighted Average Grant Date Fair Value Per Share | |||
Non-vested, beginning of year | $ 7.66 | ||
Granted | 8.50 | ||
Vested | 6.63 | ||
Forfeited | 7.87 | ||
Non-vested, end of year | $ 10.91 | $ 7.66 |
Restricted Common Shares Grante
Restricted Common Shares Granted (Detail) - Service-Based Restricted Common Shares - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 217 | 240 | 380 |
Weighted average grant date fair value, per share | $ 29.49 | $ 40.05 | $ 33.14 |
Pre-tax stock-based compensation | $ 5,800 | $ 8,660 | $ 11,307 |
Summary of Restricted Common Sh
Summary of Restricted Common Share Activity (Detail) - Restricted Common Shares - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Restricted Common Shares | |||
Outstanding, beginning of year | 635 | 573 | 399 |
Granted | 217 | 240 | 380 |
Vested | (120) | (142) | (185) |
Forfeited | (34) | (36) | (21) |
Outstanding, end of year | 698 | 635 | 573 |
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning of year | $ 33.65 | $ 28.36 | $ 18.74 |
Granted | 29.49 | 40.05 | 33.14 |
Vested | 24.14 | 23.32 | 17.17 |
Forfeited | 34.53 | 32.62 | 30.70 |
Outstanding, end of year | $ 33.69 | $ 33.65 | $ 28.36 |
Weighted Average Remaining Contractual Life (in years) | |||
Weighted average remaining contractual life of outstanding restricted common shares (in years) | 1 year 15 days | 1 year 4 months 28 days | 1 year 7 months 10 days |
Aggregate intrinsic value | |||
Aggregate intrinsic value of outstanding restricted common shares | $ 26,059 | $ 17,269 | $ 23,112 |
Aggregate intrinsic value of restricted common shares vested during the year | $ 3,527 | $ 5,400 | $ 7,499 |
Performance Shares Granted (Det
Performance Shares Granted (Detail) - Performance Shares - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 87 | 61 | 59 |
Weighted average grant date fair value, per share | $ 30.12 | $ 42.71 | $ 33.33 |
Pre-tax stock-based compensation | $ 2,623 | $ 2,611 | $ 1,958 |
Components of Net Periodic Pens
Components of Net Periodic Pension Cost for Defined Benefit Plan and Defined Contribution Plans (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | $ 1,621 | $ 1,541 | $ 1,403 |
Actual return (loss) on plan assets | (1,154) | 1,846 | 2,524 |
Net amortization and deferral | (356) | (3,641) | (4,175) |
Net periodic pension cost (benefit) on defined benefit plan | 111 | (254) | (248) |
Defined contribution plans | 13,300 | 13,270 | 12,586 |
Total retirement plan cost | $ 13,411 | $ 13,016 | $ 12,338 |
Actuarial Assumptions Used for
Actuarial Assumptions Used for Defined Benefit Plan (Detail) | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
To determine benefit obligation: | |||
Discount rate | 3.75% | 4.07% | 4.38% |
To determine net periodic pension cost: | |||
Discount rate | 4.07% | 4.38% | 4.44% |
Expected long-term rate of return | 7.00% | 7.00% | 8.00% |
Rate of compensation increase | 0.00% | 0.00% | 0.00% |
Reconciliation of Changes in Pr
Reconciliation of Changes in Projected Benefit Obligation and Fair Value of Plan Assets and Funded Status for Gerstenslager Plan (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Change in benefit obligation | |||
Benefit obligation, beginning of year | $ 40,227 | $ 35,539 | |
Interest cost | 1,621 | 1,541 | $ 1,403 |
Actuarial loss | 759 | 3,924 | |
Benefits paid | (1,439) | (777) | |
Benefit obligation, end of year | 41,168 | 40,227 | 35,539 |
Change in plan assets | |||
Fair value, beginning of year | 28,159 | 26,470 | |
Actual return (loss) on plan assets | (1,154) | 1,846 | 2,524 |
Company contributions | 620 | ||
Benefits paid | (1,439) | (777) | |
Fair value, end of year | 25,566 | 28,159 | $ 26,470 |
Funded status | (15,602) | (12,068) | |
Amounts recognized in the consolidated balance sheets consist of: | |||
Other liabilities | (15,602) | (12,068) | |
Amounts recognized in accumulated other comprehensive loss consist of: | |||
Net loss | 21,324 | 17,900 | |
Other Postretirement Benefit Plan | |||
Amounts recognized in the consolidated balance sheets consist of: | |||
Accumulated other comprehensive loss | 21,324 | 17,900 | |
Amounts recognized in accumulated other comprehensive loss consist of: | |||
Total | $ 21,324 | $ 17,900 |
Other Changes in Plan Assets An
Other Changes in Plan Assets And Benefit Obligations Recognized in OCI (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss | $ (3,858) | $ (4,199) |
Amortization of net loss | 434 | 327 |
Total recognized in other comprehensive loss | (3,424) | (3,872) |
Total recognized in net periodic benefit cost and other comprehensive loss | $ (3,535) | $ (3,618) |
Employee Pension Plans - Additi
Employee Pension Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Estimated net loss | $ (559,000) | ||
Description of investment policy and strategy for the defined benefit plan | The investment policy and strategy for the defined benefit plan is (i) long-term in nature with liquidity requirements that are anticipated to be minimal due to the projected normal retirement date of the average employee and the current average age of participants | ||
Weighted-average asset allocation | 100.00% | 100.00% | |
Expected employer contribution to defined benefit plan during fiscal 2017 | $ 0 | ||
Net periodic pension costs | $ 111,000 | $ (254,000) | $ (248,000) |
Assumed salary rate increase | 0.00% | 0.00% | 0.00% |
Discount rate | 4.07% | 4.38% | 4.44% |
Fixed Income Investments | Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted-average asset allocation | 20.00% | ||
Fixed Income Investments | Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted-average asset allocation | 40.00% | ||
Foreign Pension Plan | Austrian Pressure Cylinders | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accrued liability of unfunded plans included in other liabilities | $ 5,939,000 | $ 5,564,000 | |
Net periodic pension costs | $ 617,000 | $ 718,000 | $ 677,000 |
Assumed salary rate increase | 2.75% | 3.00% | 3.00% |
Discount rate | 1.75% | 1.60% | 3.25% |
Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted-average asset allocation | 50.00% | 53.00% | |
Equity Securities | Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted-average asset allocation | 60.00% | ||
Equity Securities | Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Weighted-average asset allocation | 80.00% |
Summary of Defined Benefit Plan
Summary of Defined Benefit Plan's Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | May 31, 2016 | May 31, 2015 | May 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit plan assets fair value | $ 25,566 | $ 28,159 | $ 26,470 |
Quoted Prices In Active Markets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit plan assets fair value | 25,566 | 28,159 | |
Money Market Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit plan assets fair value | 340 | 1,775 | |
Money Market Funds | Quoted Prices In Active Markets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit plan assets fair value | 340 | 1,775 | |
Bond Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit plan assets fair value | 12,435 | 11,524 | |
Bond Funds | Quoted Prices In Active Markets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit plan assets fair value | 12,435 | 11,524 | |
Equity Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit plan assets fair value | 12,791 | 14,860 | |
Equity Funds | Quoted Prices In Active Markets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit plan assets fair value | $ 12,791 | $ 14,860 |
Plan Assets for Defined Benefit
Plan Assets for Defined Benefit Plan (Detail) | May 31, 2016 | May 31, 2015 |
Asset category | ||
Weighted-average asset allocation | 100.00% | 100.00% |
Equity Securities | ||
Asset category | ||
Weighted-average asset allocation | 50.00% | 53.00% |
Debt Securities | ||
Asset category | ||
Weighted-average asset allocation | 49.00% | 41.00% |
Other securities | ||
Asset category | ||
Weighted-average asset allocation | 1.00% | 6.00% |
Estimated Future Benefits Expec
Estimated Future Benefits Expected to be Paid (Detail) $ in Thousands | May 31, 2016USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2,017 | $ 927 |
2,018 | 1,005 |
2,019 | 1,099 |
2,020 | 1,173 |
2,021 | 1,291 |
2022-2026 | $ 8,470 |
Earnings before Income Taxes (D
Earnings before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
May 31, 2016 | May 31, 2015 | May 31, 2014 | ||
Schedule of Income Before Income Tax [Line Items] | ||||
United States based operations | $ 180,467 | $ 104,732 | $ 210,783 | |
Non - United States based operations | 36,148 | 8,296 | 6,718 | |
Earnings before income taxes | 216,615 | 113,028 | 217,501 | |
Less: Net earnings attributable to noncontrolling interests | [1] | 13,913 | 10,471 | 8,852 |
Earnings before income taxes attributable to controlling interest | $ 202,702 | $ 102,557 | $ 208,649 | |
[1] | Net earnings attributable to noncontrolling interests are not taxable to Worthington. |
Components of Income Tax Expens
Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Current | |||
Federal | $ 42,837 | $ 57,511 | $ 73,149 |
State and local | 2,157 | 2,731 | 3,537 |
Foreign | 6,639 | 5,490 | 6,579 |
Current Income Tax Expense (Benefit), Total | 51,633 | 65,732 | 83,265 |
Deferred | |||
Federal | 7,584 | (37,839) | (25,453) |
State and local | 934 | (754) | (1,194) |
Foreign | (1,164) | (1,367) | 731 |
Provision for (benefit from) deferred income taxes | 7,354 | (39,960) | (25,916) |
Income tax expense | $ 58,987 | $ 25,772 | $ 57,349 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Income Taxes [Line Items] | |||
Tax benefits related to stock-based compensation credited to additional paid-in capital | $ 0 | $ 6,179,000 | $ 7,115,000 |
Tax benefits related to defined benefit pension liability credited to other comprehensive income | 1,175,000 | 1,914,000 | 511,000 |
Tax benefits (expenses) related to cash flow hedges credited to (deducted from) other comprehensive income | $ (13,316,000) | $ 6,952,000 | $ (1,039,000) |
Effective tax rates upon inclusion of net earnings attributable to noncontrolling interests | 27.20% | 22.80% | 26.40% |
Minimum likelihood of tax benefits being recognized upon ultimate settlement | 50.00% | ||
Total unrecognized tax benefits | $ 2,827,000 | $ 3,530,000 | $ 4,110,000 |
Unrecognized tax benefits if recognized would affect tax rate attributable to controlling interest | 2,035,000 | ||
Interest and penalties related to unrecognized tax benefits | 538,000 | 947,000 | $ 1,049,000 |
Undistributed earnings of consolidated foreign subsidiaries | 225,000,000 | ||
Deferred tax liability would have been required if earnings were not permanently reinvested | 15,000,000 | ||
Valuation allowance for deferred tax assets | 11,796,000 | $ 13,036,000 | |
Settlement with Taxing Authority | |||
Income Taxes [Line Items] | |||
Liability for unrecognized tax benefit expected to be settled in the next 12 months | 404,000 | ||
State and Local Jurisdiction | |||
Income Taxes [Line Items] | |||
Net operating loss carry forwards | 9,615,000 | ||
Valuation allowance for deferred tax assets | $ 9,395,000 | ||
State and Local Jurisdiction | Earliest Tax Year | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards, expiration date | May 31, 2017 | ||
State and Local Jurisdiction | Latest Tax Year | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards, expiration date | May 31, 2036 | ||
Non - United States | |||
Income Taxes [Line Items] | |||
Net operating loss carry forwards | $ 3,141,000 | ||
Tax credit carry forwards | 3,127,000 | ||
Valuation allowance for deferred tax assets | $ 2,401,000 | ||
Non - United States | Earliest Tax Year | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards, expiration date | May 31, 2018 | ||
Tax credit carryforward, expiration date | May 31, 2025 | ||
Non - United States | Latest Tax Year | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards, expiration date | May 31, 2036 | ||
Tax credit carryforward, expiration date | May 31, 2026 |
Reconciliation of 35% Federal S
Reconciliation of 35% Federal Statutory Tax Rate to Total Tax Provision (Detail) | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Reconciliation of Statutory Federal Tax Rate [Line Items] | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
State and local income taxes, net of federal tax benefit | 2.60% | 3.00% | 2.00% |
Change in state and local valuation allowances | (1.10%) | (1.10%) | (0.90%) |
Non-U.S. income taxes at other than 35% | (3.50%) | (0.70%) | (1.00%) |
Change in Non-U.S. valuation allowances | 0.50% | 1.20% | 1.40% |
Qualified production activities deduction | (2.20%) | (5.90%) | (3.90%) |
Acquisition of an additional 10% interest in TWB | (3.40%) | ||
Research & development credits | (0.20%) | (0.20%) | (1.10%) |
Tax write off of investment in foreign subsidiary | (1.10%) | ||
Benefit related to foreign tax credits | (5.30%) | ||
Excess benefit related to share-based payment awards | (1.60%) | ||
Other | (0.40%) | (0.90%) | 0.50% |
Effective tax rate attributable to controlling interest | 29.10% | 25.10% | 27.50% |
Reconciliation of Unrecognized
Reconciliation of Unrecognized Tax Benefits (Detail) $ in Thousands | 12 Months Ended |
May 31, 2016USD ($) | |
Income Tax Contingency [Line Items] | |
Beginning Balance | $ 3,530 |
Increases - tax positions taken in prior years | 362 |
Decreases - tax positions taken in prior years | (530) |
Increases - current tax positions | 687 |
Settlements | (755) |
Lapse of statutes of limitations | (467) |
Ending Balance | $ 2,827 |
Summary of Tax Years Open to Ex
Summary of Tax Years Open to Examination by Major Tax Jurisdiction (Detail) | 12 Months Ended |
May 31, 2016 | |
State and Local Jurisdiction | |
Income Tax Examination [Line Items] | |
Open tax years | 2,012 |
U.S. | United States | |
Income Tax Examination [Line Items] | |
Open tax years | 2,013 |
Federal Ministry of Finance, Austria | Non - United States | |
Income Tax Examination [Line Items] | |
Open tax years | 2,013 |
Canada Revenue Agency | Non - United States | |
Income Tax Examination [Line Items] | |
Open tax years | 2,012 |
Mexican Tax Authority | Non - United States | |
Income Tax Examination [Line Items] | |
Open tax years | 2,010 |
Deferred Tax Assets and Liabili
Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | May 31, 2016 | May 31, 2015 |
Deferred tax assets | ||
Accounts receivable | $ 2,786 | $ 1,895 |
Inventories | 6,418 | 8,051 |
Accrued expenses | 34,035 | 33,678 |
Net operating and capital loss carry forwards | 12,756 | 14,326 |
Tax credit carry forwards | 3,127 | 3,688 |
Stock-based compensation | 22,452 | 20,434 |
Derivative contracts | 9,177 | |
Other | 210 | 247 |
Total deferred tax assets | 81,784 | 91,496 |
Valuation allowance for deferred tax assets | (11,796) | (13,036) |
Net deferred tax assets | 69,988 | 78,460 |
Net deferred tax assets | 69,988 | 78,460 |
Deferred tax liabilities | ||
Property, plant and equipment | (35,521) | (39,433) |
Undistributed earnings of unconsolidated affiliates | (42,967) | (35,165) |
Derivative contracts | (6,395) | |
Other | (2,484) | (2,150) |
Total deferred tax liabilities | (87,367) | (76,748) |
Total deferred tax liabilities | (87,367) | (76,748) |
Net deferred tax asset | $ 1,712 | |
Net deferred tax liability | $ (17,379) |
Deferred Tax Assets and Liabi93
Deferred Tax Assets and Liabilities Classified in Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | May 31, 2016 | May 31, 2015 |
Schedule of Deferred Income Tax Assets and Liabilities [Line Items] | ||
Deferred income taxes | $ 22,034 | |
Other assets | 1,173 | |
Deferred income taxes | $ (17,379) | (21,495) |
Deferred income taxes | (17,379) | (21,495) |
Net deferred tax asset | $ 1,712 | |
Net deferred tax liability | $ (17,379) |
Computation of Basic and Dilute
Computation of Basic and Diluted Earnings Per Share Attributable to Controlling Interest (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
May 31, 2016 | [1] | Feb. 29, 2016 | [1] | Nov. 30, 2015 | [1] | Aug. 31, 2015 | [1] | May 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Numerator (basic & diluted): | |||||||||||||||
Net earnings attributable to controlling interest - income available to common shareholders | $ 58,523 | $ 29,847 | $ 23,376 | $ 31,968 | $ 28,865 | $ (25,710) | $ 29,462 | $ 44,168 | $ 143,715 | $ 76,785 | $ 151,300 | ||||
Denominator: | |||||||||||||||
Denominator for basic earnings per share attributable to controlling interest - weighted average common shares | 62,469 | 66,309 | 68,944 | ||||||||||||
Effect of dilutive securities | 2,286 | 2,174 | 2,720 | ||||||||||||
Denominator for diluted earnings per share attributable to controlling interest - adjusted weighted average common shares | 64,755 | 68,483 | 71,664 | ||||||||||||
Basic earnings per share attributable to controlling interest | $ 0.95 | $ 0.48 | $ 0.37 | $ 0.50 | $ 0.45 | $ (0.39) | $ 0.44 | $ 0.65 | $ 2.30 | $ 1.16 | $ 2.19 | ||||
Diluted earnings per share attributable to controlling interest | $ 0.92 | $ 0.47 | $ 0.36 | $ 0.48 | $ 0.44 | $ (0.39) | $ 0.43 | $ 0.63 | $ 2.22 | $ 1.12 | $ 2.11 | ||||
[1] | Amounts are presented on a revised basis due to the adoption of amended accounting guidance related to the accounting for share-based payments in the fourth quarter of fiscal 2016. As a result of the adoption of this amended accounting guidance, net earnings and net earnings attributable to controlling interest for the three month periods ended August 31, 2015, November 30, 2015 and February 29, 2016 increased $558,000, $136,000 and $271,000, respectively, from the previously reported results. For additional information, refer to "Note A - Summary of Significant Accounting Policies - Recently Issued Accounting Standards." |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options excluded from computation of diluted earnings per share | 326,585 | 97,798 | 7,945 |
Segment Data - Additional Infor
Segment Data - Additional Information (Detail) | 12 Months Ended | ||
May 31, 2016JointVenturesSegment | May 31, 2015 | May 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Segment | 3 | ||
Number of joint ventures | 12 | ||
Product Concentration Risk | Net Sales | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 43.00% | 38.00% | 36.00% |
Pressure Cylinders | Product Concentration Risk | Net Sales | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 30.00% | 30.00% | 30.00% |
WEI | Joint Venture Transactions | |||
Segment Reporting Information [Line Items] | |||
Percent of controlling interest by the Company | 75.00% | ||
Professional Supply, Inc. | Joint Venture Transactions | |||
Segment Reporting Information [Line Items] | |||
Percent of ownership interest by noncontrolling owner | 20.00% | ||
Stonehenge Structured Finance Partners, LLC | Joint Venture Transactions | |||
Segment Reporting Information [Line Items] | |||
Percent of ownership interest by noncontrolling owner | 5.00% | ||
Worthington Cylinders | Pressure Cylinders | |||
Segment Reporting Information [Line Items] | |||
Number of joint ventures | 2 | ||
Worthington Steel | Steel Processing | |||
Segment Reporting Information [Line Items] | |||
Number of joint ventures | 3 |
Financial Information for Repor
Financial Information for Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||
May 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | Nov. 30, 2013 | May 31, 2016 | May 31, 2015 | May 31, 2014 | |||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Net sales | $ 714,671 | $ 647,080 | $ 699,816 | $ 758,147 | $ 846,023 | $ 804,785 | $ 871,012 | $ 862,414 | $ 2,819,714 | $ 3,384,234 | $ 3,126,426 | |||||||
Operating income (loss) | 122,052 | 60,557 | 135,753 | |||||||||||||||
Depreciation and amortization | 84,699 | 85,089 | 79,730 | |||||||||||||||
Impairment of goodwill and long-lived assets | $ 22,962 | [1] | 3,000 | [1] | 2,344 | [1] | $ 81,600 | [1] | 14,235 | [1] | $ 1,950 | [1] | $ 30,734 | 25,962 | 100,129 | 58,246 | ||
Restructuring and other expense (income) | 7,177 | 6,927 | (1,876) | |||||||||||||||
Total assets | 2,063,755 | 2,085,142 | 2,063,755 | 2,085,142 | 2,296,381 | |||||||||||||
Total capital expenditures | 97,036 | 96,255 | 71,338 | |||||||||||||||
Steel Processing | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Net sales | 1,843,661 | 2,145,744 | 1,936,073 | |||||||||||||||
Operating income (loss) | 112,001 | 108,707 | 119,025 | |||||||||||||||
Depreciation and amortization | 38,523 | 34,526 | 32,882 | |||||||||||||||
Impairment of goodwill and long-lived assets | 3,050 | 7,141 | ||||||||||||||||
Restructuring and other expense (income) | 4,110 | 72 | (3,382) | |||||||||||||||
Total assets | 819,853 | 829,116 | 819,853 | 829,116 | 850,748 | |||||||||||||
Total capital expenditures | 42,063 | 34,546 | 16,682 | |||||||||||||||
Pressure Cylinders | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Net sales | 844,898 | 1,001,402 | 928,396 | |||||||||||||||
Operating income (loss) | 28,375 | 58,113 | 55,004 | |||||||||||||||
Depreciation and amortization | 32,403 | 34,953 | 31,984 | |||||||||||||||
Impairment of goodwill and long-lived assets | 22,962 | 11,911 | 32,005 | |||||||||||||||
Restructuring and other expense (income) | 392 | 6,408 | (745) | |||||||||||||||
Total assets | 787,786 | 804,799 | 787,786 | 804,799 | 818,720 | |||||||||||||
Total capital expenditures | 29,916 | 35,872 | 32,364 | |||||||||||||||
Engineered Cabs | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Net sales | 121,946 | 192,953 | 200,528 | |||||||||||||||
Operating income (loss) | (19,331) | (97,260) | (26,516) | |||||||||||||||
Depreciation and amortization | 6,205 | 10,184 | 10,027 | |||||||||||||||
Impairment of goodwill and long-lived assets | $ 3,000 | $ 2,389 | 3,000 | 83,989 | 19,100 | |||||||||||||
Restructuring and other expense (income) | 3,570 | (332) | ||||||||||||||||
Total assets | 75,124 | 94,506 | 75,124 | 94,506 | 181,251 | |||||||||||||
Total capital expenditures | 6,945 | 8,951 | 10,351 | |||||||||||||||
Other | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Net sales | 9,209 | 44,135 | 61,429 | |||||||||||||||
Operating income (loss) | 1,007 | (9,003) | (11,760) | |||||||||||||||
Depreciation and amortization | 7,568 | 5,426 | 4,837 | |||||||||||||||
Impairment of goodwill and long-lived assets | 1,179 | |||||||||||||||||
Restructuring and other expense (income) | (895) | 779 | 2,251 | |||||||||||||||
Total assets | $ 380,992 | $ 356,721 | 380,992 | 356,721 | 445,662 | |||||||||||||
Total capital expenditures | $ 18,112 | $ 16,886 | $ 11,941 | |||||||||||||||
[1] | For additional information regarding the Company's impairment charges, refer to "Note C - Goodwill and Other Long-Lived Assets." |
Net Sales by Geographic Region
Net Sales by Geographic Region (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
May 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 714,671 | $ 647,080 | $ 699,816 | $ 758,147 | $ 846,023 | $ 804,785 | $ 871,012 | $ 862,414 | $ 2,819,714 | $ 3,384,234 | $ 3,126,426 |
UNITED STATES | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 2,586,391 | 3,175,972 | 2,917,484 | ||||||||
Europe | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 143,466 | 125,778 | 136,513 | ||||||||
Mexico | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 54,284 | 56,687 | 51,430 | ||||||||
CANADA | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 21,521 | 6,464 | 10,324 | ||||||||
Other Countries | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 14,052 | $ 19,333 | $ 10,675 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net by Geographic Region (Detail) - USD ($) $ in Thousands | May 31, 2016 | May 31, 2015 |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 582,838 | $ 513,190 |
UNITED STATES | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 506,649 | 439,296 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 49,529 | 50,520 |
Mexico | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 4,903 | 5,030 |
CANADA | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 3,711 | 4,284 |
Other Countries | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 18,046 | $ 14,060 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Worthington Specialty Processing | ||
Business Acquisition [Line Items] | ||
Previously held percentage of ownership interest | 51.00% | |
Business acquisition, date of acquisition agreement | Mar. 1, 2016 | |
Gain on re-measurement of ownership interest to fair value | $ 6,877 | |
Estimated fair value of previously held interest | $ 32,375 | |
Worthington Specialty Processing | Joint Venture Transactions | ||
Business Acquisition [Line Items] | ||
Percent of controlling interest by the Company | 51.00% | |
Worthington Specialty Processing | Joint Venture Transactions | United States Steel Corporation | ||
Business Acquisition [Line Items] | ||
Percent of ownership interest by noncontrolling owner | 49.00% | |
CryoScience | ||
Business Acquisition [Line Items] | ||
Business acquisition, date of acquisition agreement | Dec. 7, 2015 | |
Total consideration for acquired entity | $ 30,584 | |
Business acquisition, estimated working capital deficit adjustment | 772 | |
Cash paid at the closing date | $ 31,356 | |
NetBraze, LLC | ||
Business Acquisition [Line Items] | ||
Business acquisition, date of acquisition agreement | Jan. 15, 2016 | |
Total consideration for acquired entity | $ 3,390 | |
Business acquisition, contingent consideration estimated fair value | 540 | |
Business acquisition, working capital | 1,565 | |
Business acquisition, fixed assets | $ 1,825 | |
Rome Strip Steel | ||
Business Acquisition [Line Items] | ||
Business acquisition, date of acquisition agreement | Jan. 16, 2015 | |
Total consideration for acquired entity | $ 54,495 | |
Business acquisition, estimated working capital deficit adjustment | 817 | |
Cash paid at the closing date | $ 55,312 | |
DHybrid Systems LLC | ||
Business Acquisition [Line Items] | ||
Percent of ownership interest by noncontrolling owner | 20.41% | |
Business acquisition, date of acquisition agreement | Oct. 20, 2014 | |
Total consideration for acquired entity | $ 15,918 | |
Cash paid at the closing date | $ 11,939 | |
Percentage of additional interest acquired by the company | 79.59% | |
Contingent consideration estimated fair value | $ 3,979 | |
Contingent consideration to be paid upon achievement of net sales and gross margin thresholds | 3,979 | |
Cumulative net sales threshold beginning January 1, 2013 | $ 20,000 | |
Gross margin threshold | 50.00% | |
MEF | ||
Business Acquisition [Line Items] | ||
Business acquisition, date of acquisition agreement | Aug. 1, 2014 | |
Cash paid at the closing date | $ 38,441 | |
JRE | ||
Business Acquisition [Line Items] | ||
Business acquisition, date of acquisition agreement | Jul. 31, 2014 | |
Cash paid at the closing date | $ 1,571 |
Schedule of Acquisition of Iden
Schedule of Acquisition of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Worthington Specialty Processing | ||
Business Acquisition [Line Items] | ||
Total acquired identifiable intangible assets | $ 5,200 | |
Worthington Specialty Processing | Trade Names | ||
Business Acquisition [Line Items] | ||
Acquired indefinite lived intangible assets | 1,900 | |
Worthington Specialty Processing | Customer relationships | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets | $ 3,300 | |
Useful Life (Years) | 6 years | |
CryoScience | ||
Business Acquisition [Line Items] | ||
Total acquired identifiable intangible assets | $ 5,260 | |
CryoScience | Customer relationships | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets | $ 2,200 | |
Useful Life (Years) | 15 years | |
CryoScience | Technology | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets | $ 2,800 | |
Useful Life (Years) | 20 years | |
CryoScience | Other Intangible Assets | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets | $ 260 | |
Useful Life (Years) | 1 year | |
Rome Strip Steel | ||
Business Acquisition [Line Items] | ||
Total acquired identifiable intangible assets | $ 5,500 | |
Rome Strip Steel | Customer relationships | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets | $ 4,300 | |
Useful Life (Years) | 10 years | |
Rome Strip Steel | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets | $ 1,200 | |
Useful Life (Years) | 5 years | |
DHybrid Systems LLC | ||
Business Acquisition [Line Items] | ||
Total acquired identifiable intangible assets | $ 3,788 | |
DHybrid Systems LLC | Customer relationships | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets | $ 600 | |
Useful Life (Years) | 7 years | |
DHybrid Systems LLC | Technological know-how | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets | $ 3,100 | |
Useful Life (Years) | 10 years | |
DHybrid Systems LLC | Backlog | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets | $ 88 | |
DHybrid Systems LLC | Backlog | Maximum | ||
Business Acquisition [Line Items] | ||
Useful Life (Years) | 1 year | |
MEF | ||
Business Acquisition [Line Items] | ||
Total acquired identifiable intangible assets | $ 13,600 | |
MEF | Customer relationships | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets | $ 4,300 | |
Useful Life (Years) | 7 years | |
MEF | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets | $ 2,400 | |
Useful Life (Years) | 4 years | |
MEF | Technological know-how | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets | $ 5,100 | |
Useful Life (Years) | 10 years | |
MEF | Backlog | ||
Business Acquisition [Line Items] | ||
Acquired finite lived intangible assets | $ 1,800 | |
MEF | Backlog | Maximum | ||
Business Acquisition [Line Items] | ||
Useful Life (Years) | 1 year |
Schedule of Consideration Trans
Schedule of Consideration Transferred and Fair Value Assigned to Assets Acquired And Liabilities Assumed (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Estimated Fair Value of Assets Acquired and Liabilities Assumed: | |||
Goodwill | $ 246,067 | $ 238,999 | $ 251,093 |
Worthington Specialty Processing | |||
Estimated Fair Value of Assets Acquired and Liabilities Assumed: | |||
Cash | 6,902 | ||
Accounts receivable | 10,233 | ||
Inventories | 3,349 | ||
Prepaid expense and other | 809 | ||
Intangible assets | 5,200 | ||
Other assets | 2,608 | ||
Property, plant and equipment | 39,511 | ||
Total identifiable assets | 68,612 | ||
Accounts payable | (6,963) | ||
Accrued liabilities | (1,728) | ||
Net assets | 59,921 | ||
Goodwill | 458 | ||
Total cash consideration | 60,379 | ||
Noncontrolling interest | (28,004) | ||
Total consideration, less noncontrolling interest | 32,375 | ||
CryoScience | |||
Estimated Fair Value of Assets Acquired and Liabilities Assumed: | |||
Accounts receivable | 2,367 | ||
Inventories | 5,762 | ||
Prepaid expense and other | 208 | ||
Intangible assets | 5,260 | ||
Property, plant and equipment | 13,400 | ||
Total identifiable assets | 26,997 | ||
Accounts payable | (2,808) | ||
Other accrued items | (318) | ||
Net assets | 23,871 | ||
Goodwill | 6,713 | ||
Cash paid at closing | 31,356 | ||
Purchase price | 30,584 | ||
Plus: estimated working capital deficit | $ 772 | ||
Rome Strip Steel | |||
Estimated Fair Value of Assets Acquired and Liabilities Assumed: | |||
Cash | 10 | ||
Accounts receivable | 6,333 | ||
Inventories | 17,063 | ||
Prepaid expense and other | 41 | ||
Intangible assets | 5,500 | ||
Property, plant and equipment | 22,775 | ||
Total identifiable assets | 51,722 | ||
Accounts payable | (3,091) | ||
Other accrued items | (410) | ||
Other liabilities | (313) | ||
Net assets | 47,908 | ||
Goodwill | 6,587 | ||
Cash paid at closing | 55,312 | ||
Purchase price | 54,495 | ||
Plus: estimated working capital deficit | 817 | ||
DHybrid Systems LLC | |||
Estimated Fair Value of Assets Acquired and Liabilities Assumed: | |||
Cash | 1,132 | ||
Accounts receivable | 1,482 | ||
Inventories | 2,732 | ||
Prepaid expense and other | 38 | ||
Intangible assets | 3,788 | ||
Property, plant and equipment | 406 | ||
Total identifiable assets | 9,578 | ||
Accounts payable | (1,867) | ||
Accrued liabilities | (533) | ||
Long-term debt | (5,000) | ||
Net assets | 2,178 | ||
Goodwill | 17,822 | ||
Total cash consideration | 20,000 | ||
Noncontrolling interest | (4,082) | ||
Total consideration, less noncontrolling interest | 15,918 | ||
Cash paid at closing | 11,939 | ||
Fair value of contingent consideration | 3,979 | ||
Purchase price | 15,918 | ||
MEF | |||
Estimated Fair Value of Assets Acquired and Liabilities Assumed: | |||
Accounts receivable | 3,329 | ||
Inventories | 3,550 | ||
Intangible assets | 13,600 | ||
Property, plant and equipment | 166 | ||
Total identifiable assets | 20,645 | ||
Accounts payable | (555) | ||
Other accrued items | (92) | ||
Deferred revenue | (4,808) | ||
Net assets | 15,190 | ||
Goodwill | 23,251 | ||
Total cash consideration | 38,441 | ||
Cash paid at closing | 38,441 | ||
JRE | |||
Estimated Fair Value of Assets Acquired and Liabilities Assumed: | |||
Cash | 253 | ||
Accounts receivable | 509 | ||
Inventories | 2,793 | ||
Prepaid expense and other | 40 | ||
Property, plant and equipment | 250 | ||
Total identifiable assets | 3,845 | ||
Accounts payable | (514) | ||
Other accrued items | (2,160) | ||
Net assets | 1,171 | ||
Goodwill | 400 | ||
Total cash consideration | 1,571 | ||
Cash paid at closing | $ 1,571 |
Derivative Instruments and H103
Derivative Instruments and Hedging Activities - Additional Information (Detail) - USD ($) | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total cash collateral | $ 255,000 | |
Impact to fair value of derivative assets and liabilities as a result of recognition on a net basis | (300,000) | $ (200,000) |
Gains in accumulated other comprehensive income expected to be reclassified into net earnings | 6,792,000 | |
Gains in accumulated other comprehensive income expected to be reclassified into net earnings, tax | $ 4,127,000 |
Schedule of Fair Value of Deriv
Schedule of Fair Value of Derivative Instruments (Detail) - USD ($) $ in Thousands | May 31, 2016 | May 31, 2015 |
Derivative [Line Items] | ||
Asset Derivatives at Fair Value | $ 21,790 | $ 171 |
Liability Derivatives at Fair Value | 2,013 | 22,131 |
Derivatives Designated As Hedging Instruments | ||
Derivative [Line Items] | ||
Asset Derivatives at Fair Value | 16,813 | 75 |
Liability Derivatives at Fair Value | 1,237 | 18,027 |
Derivatives Designated As Hedging Instruments | Commodity Contracts | ||
Derivative [Line Items] | ||
Asset Derivatives at Fair Value | 16,813 | |
Liability Derivatives at Fair Value | 776 | 17,833 |
Derivatives Designated As Hedging Instruments | Commodity Contracts | Other Liabilities | ||
Derivative [Line Items] | ||
Liability Derivatives at Fair Value | 80 | 592 |
Derivatives Designated As Hedging Instruments | Commodity Contracts | Receivables | ||
Derivative [Line Items] | ||
Asset Derivatives at Fair Value | 13,224 | |
Derivatives Designated As Hedging Instruments | Commodity Contracts | Other Assets | ||
Derivative [Line Items] | ||
Asset Derivatives at Fair Value | 3,589 | |
Derivatives Designated As Hedging Instruments | Commodity Contracts | Accounts Payable | ||
Derivative [Line Items] | ||
Liability Derivatives at Fair Value | 696 | 17,241 |
Derivatives Designated As Hedging Instruments | Interest Rate Contracts | ||
Derivative [Line Items] | ||
Liability Derivatives at Fair Value | 461 | 194 |
Derivatives Designated As Hedging Instruments | Interest Rate Contracts | Other Liabilities | ||
Derivative [Line Items] | ||
Liability Derivatives at Fair Value | 306 | 113 |
Derivatives Designated As Hedging Instruments | Interest Rate Contracts | Accounts Payable | ||
Derivative [Line Items] | ||
Liability Derivatives at Fair Value | 155 | 81 |
Derivatives Designated As Hedging Instruments | Foreign Currency Contracts | Receivables | ||
Derivative [Line Items] | ||
Asset Derivatives at Fair Value | 75 | |
Derivatives Not Designated As Hedging Instruments | ||
Derivative [Line Items] | ||
Asset Derivatives at Fair Value | 4,977 | 96 |
Liability Derivatives at Fair Value | 776 | 4,104 |
Derivatives Not Designated As Hedging Instruments | Commodity Contracts | ||
Derivative [Line Items] | ||
Asset Derivatives at Fair Value | 4,977 | |
Liability Derivatives at Fair Value | 761 | |
Derivatives Not Designated As Hedging Instruments | Commodity Contracts | Receivables | ||
Derivative [Line Items] | ||
Asset Derivatives at Fair Value | 4,660 | 96 |
Derivatives Not Designated As Hedging Instruments | Commodity Contracts | Other Assets | ||
Derivative [Line Items] | ||
Asset Derivatives at Fair Value | 317 | |
Derivatives Not Designated As Hedging Instruments | Commodity Contracts | Accounts Payable | ||
Derivative [Line Items] | ||
Liability Derivatives at Fair Value | 761 | $ 4,104 |
Derivatives Not Designated As Hedging Instruments | Foreign Currency Contracts | ||
Derivative [Line Items] | ||
Liability Derivatives at Fair Value | 15 | |
Derivatives Not Designated As Hedging Instruments | Foreign Currency Contracts | Accounts Payable | ||
Derivative [Line Items] | ||
Liability Derivatives at Fair Value | $ 15 |
Schedule of Summary of Derivati
Schedule of Summary of Derivative Hedges (Detail) | 12 Months Ended |
May 31, 2016USD ($) | |
Commodity Contracts | Derivatives Not Designated As Hedging Instruments | |
Derivative [Line Items] | |
Notional Amount | $ 33,371,000 |
Commodity Contracts | Derivatives Not Designated As Hedging Instruments | Minimum | |
Derivative [Line Items] | |
Maturity Date | 2016-06 |
Commodity Contracts | Derivatives Not Designated As Hedging Instruments | Maximum | |
Derivative [Line Items] | |
Maturity Date | 2017-12 |
Foreign Currency Contracts | Derivatives Not Designated As Hedging Instruments | |
Derivative [Line Items] | |
Notional Amount | $ 10,767,000 |
Maturity Date | 2017-05 |
Cash Flow Hedges | Commodity Contracts | |
Derivative [Line Items] | |
Notional Amount | $ 87,639,000 |
Cash Flow Hedges | Commodity Contracts | Minimum | |
Derivative [Line Items] | |
Maturity Date | 2016-06 |
Cash Flow Hedges | Commodity Contracts | Maximum | |
Derivative [Line Items] | |
Maturity Date | 2017-12 |
Cash Flow Hedges | Interest Rate Contracts | |
Derivative [Line Items] | |
Notional Amount | $ 17,032,000 |
Maturity Date | 2019-09 |
Schedule of Derivatives Designa
Schedule of Derivatives Designated as Cash Flow Hedging Instruments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Derivative [Line Items] | ||
Income (Loss) Recognized in OCI (Effective Portion) | $ 7,283 | $ (28,652) |
Income (Loss) Reclassified from Accumulated OCI (Effective Portion) | (28,241) | (10,047) |
Interest Rate Contracts | ||
Derivative [Line Items] | ||
Income (Loss) Recognized in OCI (Effective Portion) | (266) | (167) |
Interest Rate Contracts | Interest Expense | ||
Derivative [Line Items] | ||
Income (Loss) Reclassified from Accumulated OCI (Effective Portion) | (510) | (2,538) |
Commodity Contracts | ||
Derivative [Line Items] | ||
Income (Loss) Recognized in OCI (Effective Portion) | 7,549 | (29,336) |
Commodity Contracts | Cost of Goods Sold | ||
Derivative [Line Items] | ||
Income (Loss) Reclassified from Accumulated OCI (Effective Portion) | (27,727) | (8,364) |
Foreign Currency Contracts | ||
Derivative [Line Items] | ||
Income (Loss) Recognized in OCI (Effective Portion) | 851 | |
Foreign Currency Contracts | Miscellaneous Income, Net | ||
Derivative [Line Items] | ||
Income (Loss) Reclassified from Accumulated OCI (Effective Portion) | $ (4) | $ 855 |
Schedule of Gain (Loss) Recogni
Schedule of Gain (Loss) Recognized in Earnings for Economic (Non-Designated) Derivative Financial Instruments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Derivative [Line Items] | ||
Income (Loss) Recognized in Earnings | $ (1,203) | $ (15,432) |
Commodity Contracts | Cost of Goods Sold | ||
Derivative [Line Items] | ||
Income (Loss) Recognized in Earnings | (1,351) | $ (15,432) |
Foreign Currency Contracts | Miscellaneous Income, Net | ||
Derivative [Line Items] | ||
Income (Loss) Recognized in Earnings | $ 148 |
Schedule of Financial Assets an
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | May 31, 2016 | May 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | $ 21,790 | $ 171 | |
Liabilities | 6,532 | 26,110 | |
Derivative Contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | [1] | 21,790 | 171 |
Liabilities | [1] | 2,013 | 22,131 |
Contingent consideration obligations | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | [2] | 4,519 | 3,979 |
Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 21,790 | 171 | |
Liabilities | 2,013 | 22,131 | |
Significant Other Observable Inputs (Level 2) | Derivative Contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | [1] | 21,790 | 171 |
Liabilities | [1] | 2,013 | 22,131 |
Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 4,519 | 3,979 | |
Significant Unobservable Inputs (Level 3) | Contingent consideration obligations | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | [2] | $ 4,519 | $ 3,979 |
[1] | The fair value of our derivative contracts is based on the present value of the expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Market observable, Level 2 inputs are used to determine the present value of the expected future cash flows. Refer to "Note P - Derivative Instruments and Hedging Activities" for additional information regarding our use of derivative instruments. | ||
[2] | The fair value of the contingent consideration obligations is determined using a probability weighted cash flow approach based on management's projections of future cash flows of the acquired businesses. The fair value measurements are based on significant inputs not observable in the market and thus represent Level 3 measurements. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | May 31, 2016 | May 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset measured at fair value on nonrecurring basis | $ 0 | $ 12,403,000 |
Liabilities measured at fair value on nonrecurring basis | 0 | |
Long-term Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt at fair value including current maturities | 609,245,000 | 610,028,000 |
Long-term debt at carrying amount including current maturities | $ 580,844,000 | $ 580,193,000 |
Assets Measured at Fair Value o
Assets Measured at Fair Value on Non-recurring Basis (Detail) - USD ($) | May 31, 2016 | May 31, 2015 | |
Fair Value [Line Items] | |||
Asset measured at fair value on nonrecurring basis | $ 0 | $ 12,403,000 | |
Long-lived Assets Held and Used | |||
Fair Value [Line Items] | |||
Asset measured at fair value on nonrecurring basis | [1] | 12,403,000 | |
Significant Unobservable Inputs (Level 3) | |||
Fair Value [Line Items] | |||
Asset measured at fair value on nonrecurring basis | 12,403,000 | ||
Significant Unobservable Inputs (Level 3) | Long-lived Assets Held and Used | |||
Fair Value [Line Items] | |||
Asset measured at fair value on nonrecurring basis | [1] | $ 12,403,000 | |
[1] | During the fourth quarter of fiscal 2015, the Company determined that indicators of impairment were present with regard to intangible assets related to our CNG fuel systems joint venture, dHybrid. Recoverability of the identified asset group was tested using future cash flow projections based on management's long-range estimates of market conditions. The sum of these undiscounted future cash flows was less than the net book value of the asset group. In accordance with the applicable accounting guidance, the intangible assets were written down to their fair value of $600,000, resulting in an impairment charge of $2,344,000. The key assumptions that drove the fair value calculation were projected cash flows and the discount rate. |
Assets Measured at Fair Valu111
Assets Measured at Fair Value on Non-recurring Basis (Parenthetical) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Nov. 30, 2015 | [1] | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | [1] | Nov. 30, 2013 | May 31, 2016 | May 31, 2015 | May 31, 2014 | |||||
Fair Value [Line Items] | ||||||||||||||||
Impairment of long-lived assets | $ 22,962,000 | $ 3,000,000 | [1] | $ 2,344,000 | [1] | $ 81,600,000 | [1] | $ 14,235,000 | [1] | $ 1,950,000 | $ 30,734,000 | $ 25,962,000 | $ 100,129,000 | $ 58,246,000 | ||
Assets fair value | 12,403,000 | 0 | 12,403,000 | |||||||||||||
DHybrid Systems LLC | ||||||||||||||||
Fair Value [Line Items] | ||||||||||||||||
Impairment of long-lived assets | 2,344,000 | |||||||||||||||
Assets fair value | $ 600,000 | 600,000 | ||||||||||||||
Engineered Cabs | ||||||||||||||||
Fair Value [Line Items] | ||||||||||||||||
Impairment of long-lived assets | $ 3,000,000 | $ 2,389,000 | $ 3,000,000 | $ 83,989,000 | $ 19,100,000 | |||||||||||
Engineered Cabs | Customer relationships | ||||||||||||||||
Fair Value [Line Items] | ||||||||||||||||
Impairment of long-lived assets | 22,356,000 | |||||||||||||||
Assets fair value | 2,000,000 | |||||||||||||||
Engineered Cabs | Florence Facility | ||||||||||||||||
Fair Value [Line Items] | ||||||||||||||||
Impairment of long-lived assets | 14,311,000 | |||||||||||||||
Assets fair value | $ 9,803,000 | |||||||||||||||
[1] | For additional information regarding the Company's impairment charges, refer to "Note C - Goodwill and Other Long-Lived Assets." |
Operating Leases - Additional I
Operating Leases - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Operating Leased Assets [Line Items] | |||
Operating leases rent expenses | $ 14,683,000 | $ 17,219,000 | $ 14,677,000 |
Future Minimum Lease Payments f
Future Minimum Lease Payments for Noncancelable Operating Lease (Detail) $ in Thousands | May 31, 2016USD ($) |
Operating Leased Assets [Line Items] | |
2,017 | $ 9,569 |
2,018 | 8,567 |
2,019 | 7,342 |
2,020 | 5,800 |
2,021 | 4,643 |
Thereafter | 5,810 |
Total | $ 41,731 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2014 | |
Related Party Transaction [Line Items] | |||
Net sales to affiliates | $ 32,496 | $ 32,277 | $ 31,441 |
Purchases from affiliates | 15,737 | 8,021 | $ 9,387 |
Receivables from affiliates | 5,152 | 5,826 | |
Payable to affiliates | $ 107 | $ 11,528 |
Summary of Unaudited Quarterly
Summary of Unaudited Quarterly Consolidated Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
May 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | May 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | Nov. 30, 2013 | May 31, 2016 | May 31, 2015 | May 31, 2014 | |||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||||||||
Net sales | $ 714,671 | $ 647,080 | $ 699,816 | $ 758,147 | $ 846,023 | $ 804,785 | $ 871,012 | $ 862,414 | $ 2,819,714 | $ 3,384,234 | $ 3,126,426 | |||||||||
Gross margin | 134,475 | 95,923 | 109,179 | 113,016 | 110,312 | 98,491 | 125,223 | 129,507 | 452,593 | 463,533 | 492,519 | |||||||||
Impairment of goodwill and long-lived assets | 22,962 | [1] | 3,000 | [1] | 2,344 | [1] | 81,600 | [1] | 14,235 | [1] | 1,950 | [1] | $ 30,734 | 25,962 | 100,129 | 58,246 | ||||
Net earnings (loss) | 62,738 | [2] | 34,143 | [2] | 25,752 | [2] | 34,995 | [2] | 30,226 | (23,243) | 31,455 | 48,820 | 157,628 | 87,256 | 160,152 | |||||
Net earnings (loss) attributable to controlling interest | $ 58,523 | [2] | $ 29,847 | [2] | $ 23,376 | [2] | $ 31,968 | [2] | $ 28,865 | $ (25,710) | $ 29,462 | $ 44,168 | $ 143,715 | $ 76,785 | $ 151,300 | |||||
Earnings (loss) per share - basic | $ 0.95 | [2] | $ 0.48 | [2] | $ 0.37 | [2] | $ 0.50 | [2] | $ 0.45 | $ (0.39) | $ 0.44 | $ 0.65 | $ 2.30 | $ 1.16 | $ 2.19 | |||||
Earnings (loss) per share - diluted | $ 0.92 | [2] | $ 0.47 | [2] | $ 0.36 | [2] | $ 0.48 | [2] | $ 0.44 | $ (0.39) | $ 0.43 | $ 0.63 | $ 2.22 | $ 1.12 | $ 2.11 | |||||
[1] | For additional information regarding the Company's impairment charges, refer to "Note C - Goodwill and Other Long-Lived Assets." | |||||||||||||||||||
[2] | Amounts are presented on a revised basis due to the adoption of amended accounting guidance related to the accounting for share-based payments in the fourth quarter of fiscal 2016. As a result of the adoption of this amended accounting guidance, net earnings and net earnings attributable to controlling interest for the three month periods ended August 31, 2015, November 30, 2015 and February 29, 2016 increased $558,000, $136,000 and $271,000, respectively, from the previously reported results. For additional information, refer to "Note A - Summary of Significant Accounting Policies - Recently Issued Accounting Standards." |
Summary of Unaudited Quarter116
Summary of Unaudited Quarterly Consolidated Results of Operations (Parenthetical) (Detail) - USD ($) | 3 Months Ended | ||
Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | |
Adjustments for New Accounting Pronouncement | |||
Quarterly Financial Information [Line Items] | |||
Net earnings and net earnings to attributable to controlling interest, increase | $ 271,000 | $ 136,000 | $ 558,000 |
SCHEDULE II - Valuation and 117
SCHEDULE II - Valuation and Qualifying Accounts (Detail) - Allowance for Doubtful Accounts - USD ($) | 12 Months Ended | |||
May 31, 2016 | May 31, 2015 | May 31, 2014 | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Balance at Beginning of Period | $ 3,085,000 | $ 3,043,000 | $ 3,408,000 | |
Charged to Costs and Expenses | 1,556,000 | 259,000 | 32,000 | |
Charged to Other Accounts - Describe | [1] | 394,000 | ||
Deductions - Describe | [2] | 456,000 | 217,000 | 397,000 |
Balance at End of Period | $ 4,579,000 | $ 3,085,000 | $ 3,043,000 | |
[1] | Miscellaneous amounts. | |||
[2] | Uncollectable accounts charged to the allowance. |