WORTHINGTON INDUSTRIES INC (Form: 10-Q, Received: 01/09/2019 11:28:59)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2018

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 001-08399

WORTHINGTON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Ohio		31-1189815
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 Old Wilson Bridge Road, Columbus, Ohio		43085
(Address of principal executive offices)		(Zip Code)

(614) 438-3210

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. On December 31, 2018, the number of Common Shares, without par value, issued and outstanding was 57,736,995.

TABLE OF CONTENTS

Safe Harbor Statement			ii

Part I. Financial Information

	Item 1.	Financial Statements (Unaudited)

		Consolidated Balance Sheets –November 30, 2018 and May 31, 2018	1

		Consolidated Statements of Earnings –Three and Six Months Ended November 30, 2018 and 2017	2

		Consolidated Statements of Comprehensive Income –Three and Six Months Ended November 30, 2018 and 2017	3

		Consolidated Statements of Cash Flows –Three and Six Months Ended November 30, 2018 and 2017	4

		Notes to Consolidated Financial Statements	5

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

	Item 4.	Controls and Procedures	37

Part II. Other Information

	Item 1.	Legal Proceedings	37

	Item 1A.	Risk Factors	37

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

	Item 3.	Defaults Upon Senior Securities (Not applicable)	38

	Item 4.	Mine Safety Disclosures (Not applicable)	38

	Item 5.	Other Information (Not applicable)	38

	Item 6.	Exhibits	39

Signatures			40

Safe Harbor Statement

Selected statements contained in this Quarterly Report on Form 10-Q, including, without limitation, in “PART I – Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of Operations,” constitute “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements reflect our current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “intend,” “estimate,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. These forward-looking statements include, without limitation, statements relating to:

•

outlook, strategy or business plans;

•

future or expected growth, growth potential, forward momentum, performance, competitive position, sales, volumes, cash flows, earnings, balance sheet strengths, debt, financial condition or other financial measures;

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pricing trends for raw materials and finished goods and the impact of pricing changes;

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demand trends for us or our markets;

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additions to product lines and opportunities to participate in new markets;

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expected demand or expected benefits from Transformation and innovation efforts and the ability to improve performance and competitive position at our operations;

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anticipated working capital needs, capital expenditures and asset sales;

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anticipated improvements and efficiencies in costs, operations, sales, inventory management, sourcing and the supply chain and the results thereof;

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projected profitability potential;

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the ability to make acquisitions and the projected timing, results, benefits, costs, charges and expenditures related to acquisitions, newly-created joint ventures, headcount reductions and facility dispositions, shutdowns and consolidations;

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the successful sale of the WAVE international business;

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projected capacity and the alignment of operations with demand;

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the ability to operate profitably and generate cash in down markets;

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the ability to maintain margins and capture and maintain market share and to develop or take advantage of future opportunities, customer initiatives, new businesses, new products and new markets;

•

expectations for Company and customer inventories, jobs and orders;

•

expectations for the economy and markets or improvements therein;

•

expectations for generating improving and sustainable earnings, earnings potential, margins or shareholder value;

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the expected impact of the provisions of the Tax Cuts and Jobs Act (the “TCJA”) on the Company;

•

effects of judicial rulings; and

•

other non-historical matters .

Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation , those that follow :

•

the effect of national, regional and global economic conditions generally and within major product markets, including a recurrent slowing economy;

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the effect of conditions in national and worldwide financial markets;

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the impact of tariffs, the adoption of trade restrictions affecting our products or suppliers, a United States withdrawal from or significant renegotiation of trade agreements, the occurrence of trade wars, and other changes in trade regulations;

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lower oil prices as a factor in demand for products;

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product demand and pricing;

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changes in product mix, product substitution and market acceptance of our products;

•

fluctuations in the pricing, quality or availability of raw materials (particularly steel), supplies, transportation, utilities and other items required by operations;

•

effects of facility closures and the consolidation of operations;

•

the effect of financial difficulties, consolidation and other changes within the steel, automotive, construction, oil and gas, and other industries in which we participate;

•

failure to maintain appropriate levels of inventories;

•

financial difficulties (including bankruptcy filings) of original equipment manufacturers, end-users and customers, suppliers, joint venture partners and others with whom we do business;

•

the ability to realize targeted expense reductions from headcount reductions, facility closures and other cost reduction efforts;

•

the ability to realize cost savings and operational, sales and sourcing improvements and efficiencies, and other expected benefits from Transformation initiatives, on a timely basis;

•

the overall success of, and the ability to integrate, newly-acquired businesses and joint ventures, maintain and develop their customers, and achieve synergies and other expected benefits and cost savings therefrom;

•

capacity levels and efficiencies, within facilities, within major product markets and within the industries as a whole;

•

the effect of disruption in the business of suppliers, customers, facilities and shipping operations due to adverse weather, casualty events, equipment breakdowns, civil unrest, international conflicts, terrorist activities or other causes;

•

changes in customer demand, inventories, spending patterns, product choices, and supplier choices;

•

risks associated with doing business internationally, including economic, political and social instability, foreign currency exchange rate exposure and the acceptance of our products in global markets;

•

the ability to improve and maintain processes and business practices to keep pace with the economic, competitive and technological environment;

•

the outcome of adverse claims experience with respect to workers’ compensation, product recalls or product liability, casualty events or other matters;

•

deviation of actual results from estimates and/or assumptions used by us in the application of our significant accounting policies;

•

level of imports and import prices in our markets;

•

the impact of judicial rulings and governmental regulations, both in the United States and abroad, including those adopted by the United States Securities and Exchange Commission and other governmental agencies as contemplated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010;

•

the effect of healthcare laws in the United States and potential changes for such laws which may increase our healthcare and other costs and negatively impact our operations and financial results;

•

the actual impact on our business of the TCJA differing materially from our estimates;

•

cyber security risks;

•

the effects of privacy and information security laws and standards; and

•

other risks described from time to time in the filings of Worthington Industries, Inc. with the United States Securities and Exchange Commission, including those described in “PART I – Item 1A. — Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended May 31, 2018 and in “PART II – Item 1A. – Risk Factors” of this Quarterly Report on Form 10-Q.

We note these factors for investors as contemplated by the Act. It is impossible to predict or identify all potential risk factors. Consequently, you should not consider the foregoing list to be a complete set of all potential risks and uncertainties. Any forward-looking statements in this Quarterly Report on Form 10-Q are based on current information as of the date of this Quarterly Report on Form 10-Q, and we assume no obligation to correct or update any such statements in the future, except as required by applicable law.

iii

PART I. FINANC IAL INFORMATION

Item 1. – Financial Statements

WORTHINGTON INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	November 30,		May 31,
	2018		2018
Assets
Current assets:
Cash and cash equivalents	$	93,027	$	121,967
Receivables, less allowances of $650 and $632 at November 30, 2018
and May 31, 2018, respectively		518,006		572,689
Inventories:
Raw materials		267,871		237,471
Work in process		111,158		122,977
Finished products		109,713		93,579
Total inventories		488,742		454,027
Income taxes receivable		18,079		1,650
Assets held for sale		7,395		30,655
Prepaid expenses and other current assets		62,367		60,134
Total current assets		1,187,616		1,241,122
Investments in unconsolidated affiliates		221,701		216,010
Goodwill		342,126		345,183
Other intangible assets, net of accumulated amortization of $82,659 and
$74,922 at November 30, 2018 and May 31, 2018, respectively		205,142		214,026
Other assets		21,570		20,476
Property, plant and equipment:
Land		24,066		24,229
Buildings and improvements		308,549		300,542
Machinery and equipment		1,045,864		1,030,720
Construction in progress		45,077		32,282
Total property, plant and equipment		1,423,556		1,387,773
Less: accumulated depreciation		839,274		802,803
Total property, plant and equipment, net		584,282		584,970
Total assets	$	2,562,437	$	2,621,787

Liabilities and equity
Current liabilities:
Accounts payable	$	406,444	$	473,485
Accrued compensation, contributions to employee benefit plans and
related taxes		69,611		96,487
Dividends payable		14,348		13,731
Other accrued items		57,864		57,125
Income taxes payable		1,276		4,593
Current maturities of long-term debt		1,387		1,474
Total current liabilities		550,930		646,895
Other liabilities		73,053		74,237
Distributions in excess of investment in unconsolidated affiliate		122,806		55,198
Long-term debt		748,392		748,894
Deferred income taxes, net		81,001		60,188
Total liabilities		1,576,182		1,585,412
Shareholders' equity - controlling interest		868,672		918,769
Noncontrolling interests		117,583		117,606
Total equity		986,255		1,036,375
Total liabilities and equity	$	2,562,437	$	2,621,787

See notes to consolidated financial statements.

WORTHINGTON INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended November 30,						Six Months Ended November 30,
	2018			2017			2018			2017
Net sales	$	958,226		$	871,266		$	1,946,333		$	1,719,503
Cost of goods sold		837,292			731,187			1,682,402			1,446,646
Gross margin		120,934			140,079			263,931			272,857
Selling, general and administrative expense		84,668			89,425			175,309			177,674
Impairment of goodwill and long-lived assets		-			8,289			2,381			8,289
Restructuring and other expense (income), net		402			(9,694	)		(534	)		(7,390	)
Operating income		35,864			52,059			86,775			94,284
Other income (expense):
Miscellaneous income, net		1,432			1,321			1,697			1,669
Interest expense		(9,472	)		(10,038	)		(19,200	)		(18,845	)
Equity in net income of unconsolidated affiliates		21,087			16,445			51,095			43,751
Earnings before income taxes		48,911			59,787			120,367			120,859
Income tax expense		11,119			18,165			25,617			31,163
Net earnings		37,792			41,622			94,750			89,696
Net earnings attributable to noncontrolling interests		3,790			2,219			5,806			4,759
Net earnings attributable to controlling interest	$	34,002		$	39,403		$	88,944		$	84,937

Basic
Average common shares outstanding		57,716			61,503			58,226			61,976
Earnings per share attributable to controlling interest	$	0.59		$	0.64		$	1.53		$	1.37

Diluted
Average common shares outstanding		59,338			63,468			60,013			64,044
Earnings per share attributable to controlling interest	$	0.57		$	0.62		$	1.48		$	1.33

Common shares outstanding at end of period		56,957			60,755			56,957			60,755

Cash dividends declared per share	$	0.23		$	0.21		$	0.46		$	0.42

See notes to consolidated financial statements.

WORTHINGTON INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended November 30,						Six Months Ended November 30,
	2018			2017			2018			2017
Net earnings	$	37,792		$	41,622		$	94,750		$	89,696
Other comprehensive income (loss):
Foreign currency translation		(6,638	)		1,511			(10,333	)		17,383
Pension liability adjustment, net of tax		-			-			(97	)		(6	)
Cash flow hedges, net of tax		(4,662	)		(2,210	)		(6,632	)		(323	)
Other comprehensive income (loss)		(11,300	)		(699	)		(17,062	)		17,054
Comprehensive income		26,492			40,923			77,688			106,750
Comprehensive income attributable to noncontrolling interests		3,735			2,139			5,734			5,118
Comprehensive income attributable to controlling interest	$	22,757		$	38,784		$	71,954		$	101,632

See notes to consolidated financial statements.

WORTHINGTON INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended November 30,						Six Months Ended November 30,
	2018			2017			2018			2017
Operating activities:
Net earnings	$	37,792		$	41,622		$	94,750		$	89,696
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		23,525			26,283			48,018			51,648
Impairment of goodwill and long-lived assets		-			8,289			2,381			8,289
Provision for (benefit from) deferred income taxes		3,289			(583	)		22,223			7,351
Bad debt (income) expense		32			41			253			(21	)
Equity in net income of unconsolidated affiliates, net of distributions		14,182			2,952			4,163			(4,803	)
Net (gain) loss on assets		(312	)		(10,680	)		2,403			(9,255	)
Stock-based compensation		3,456			3,787			6,612			7,194
Changes in assets and liabilities, net of impact of acquisitions:
Receivables		40,838			(46,097	)		54,247			16,581
Inventories		5,866			9,871			(37,471	)		(24,825	)
Prepaid expenses and other current assets		(13,249	)		3,622			(21,668	)		4,765
Other assets		(1,194	)		(626	)		(1,260	)		(976	)
Accounts payable and accrued expenses		(71,711	)		(21,577	)		(100,496	)		(48,368	)
Other liabilities		2,190			2,478			994			5,461
Net cash provided by operating activities		44,704			19,382			75,149			102,737

Investing activities:
Investment in property, plant and equipment		(21,741	)		(23,678	)		(41,175	)		(41,691	)
Acquisitions, net of cash acquired		-			(523	)		-			(285,028	)
Distributions from unconsolidated affiliates		55,201			-			55,201			-
Proceeds from sale of assets		170			16,312			20,447			16,739
Net cash provided (used) by investing activities		33,630			(7,889	)		34,473			(309,980	)

Financing activities:
Net proceeds from short-term borrowings, net of issuance costs		-			302			-			600
Proceeds from long-term debt, net of issuance costs		-			(594	)		-			197,685
Principal payments on long-term debt		(371	)		(220	)		(801	)		(439	)
Payments for issuance of common shares, net of tax withholdings		(658	)		(722	)		(4,749	)		(3,996	)
Payments to noncontrolling interests		(4,007	)		(3,196	)		(6,327	)		(3,916	)
Repurchase of common shares		(63,581	)		(67,448	)		(100,433	)		(112,524	)
Dividends paid		(13,533	)		(13,256	)		(26,252	)		(26,034	)
Net cash provided (used) by financing activities		(82,150	)		(85,134	)		(138,562	)		51,376

Decrease in cash and cash equivalents		(3,816	)		(73,641	)		(28,940	)		(155,867	)
Cash and cash equivalents at beginning of period		96,843			195,855			121,967			278,081
Cash and cash equivalents at end of period	$	93,027		$	122,214		$	93,027		$	122,214

See notes to consolidated financial statements.

WORTHINGTON INDUSTRIES, INC.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE A – Basis of Presentation

The consolidated financial statements include the accounts of Worthington Industries, Inc. and consolidated subsidiaries (collectively, “we,” “our,” “Worthington,” or the “Company”). Investments in unconsolidated affiliates are accounted for using the equity method. Significant intercompany accounts and transactions are eliminated.

The Company owns controlling interests in the following three joint ventures: Spartan Steel Coating, LLC (“Spartan”) (52%), TWB Company, L.L.C. (“TWB”) (55%), and Worthington Specialty Processing (“WSP”) (51%). These joint ventures are consolidated with the equity owned by the other joint venture members shown as noncontrolling interests in our consolidated balance sheets, and their portions of net earnings and other comprehensive income (“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.

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, which are of a normal and recurring nature except those which have been disclosed elsewhere in this Quarterly Report on Form 10-Q, necessary for a fair presentation of the consolidated financial statements for these interim periods, have been included . Operating results for the three and six months ended November 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2019 (“fiscal 2019”). For further information, refer to the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended May 31, 2018 (“fiscal 2018”) of Worthington Industries, Inc. (the “2018 Form 10-K”).

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Recently Adopted Accounting Standards

On June 1, 2018, the Company adopted new accounting guidance that replaces most existing revenue recognition guidance under U.S. GAAP. See “NOTE B – Revenue Recognition” for further explanation related to this adoption, including newly required disclosures.

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532; 34-83875, “Disclosure Update and Simplification,” adopting amendments to certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded, in light of other SEC disclosure requirements, GAAP or changes in the information environment. In addition, the amendments expanded the disclosure requirements relating to the analysis of shareholders’ equity for interim financial statements. Under the amendments, an analysis of the changes in each caption of shareholders’ equity and noncontrolling interests presented in the balance sheet must be provided in a note or separate statement. The analysis shall present a reconciliation of the beginning balance to the ending balance of each period for which a statement of earnings is required to be filed. The final rule was effective on November 5, 2018. The Company adopted the final rule effective for the second quarter of fiscal 2019. The adoption of the final rule did not have a significant impact on the Company’s consolidated financial position or results of operations. See “NOTE J – Changes in Equity” for the newly required disclosures related to this adoption.

Recently Issued Accounting Standards

In February 2016, new accounting guidance was issued that replaces most existing lease accounting guidance under U.S. GAAP. Among other changes, the new accounting guidance requires that leased assets and liabilities be recognized on the balance sheet by lessees for those leases classified as operating leases under previous accounting guidance. The new accounting 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. In July 2018, the FASB issued additional accounting standard updates clarifying certain provisions, as well as providing for a second transition method allowing entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance sheet of retained earnings. The scoping and diagnostic phases of the implementation of this new accounting guidance are in process, including gathering, documenting and analyzing lease agreements subject to the new accounting guidance.

While we are in the process of evaluating the effect this new accounting guidance will have on the presentation of our consolidated financial statements and related disclosures, the adoption is anticipated to ha ve a material impact on the Company’s consolidated balance sheets with the addition of right-of-use assets, offset by the associated liabilities.

In June 2016, amended accounting guidance was issued related to the measurement of credit losses on financial instruments. The amended accounting guidance changes the impairment model for most financial assets to require measurement and recognition of expected credit losses for financial assets held. The amended accounting 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 amended accounting guidance will have on our consolidated financial position and results of operations; however, we do not expect the amended accounting guidance to have a material impact on our ongoing financial reporting.

In August 2017, amended accounting guidance was issued that modifies hedge accounting by making more hedge strategies eligible for hedge accounting, amending presentation and disclosure requirements, and changing how companies assess effectiveness. The intent is to simplify application of hedge accounting and increase transparency of information about an entity’s risk management activities. The amended accounting guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. It is to be applied using a modified retrospective transition approach for cash flow and net investment hedges existing at the date of adoption. The presentation and disclosure guidance is only required prospectively. Early adoption is permitted. We are in the process of evaluating the effect this amended accounting guidance will have on our consolidated financial position and results of operations, and have not determined the effect on our ongoing financial reporting.

NOTE B – Revenue Recognition

Through the fiscal year ended May 31, 2018, in accordance with our historical accounting policies for revenue recognition, we recognized revenue upon transfer of title and risk of loss, or in the case of toll processing revenue, upon delivery of the goods, provided persuasive evidence of an arrangement existed, pricing was fixed or determinable and collectability was reasonably assured. Through charges to net sales, provisions were made for returns & allowances, customer rebates and sales discounts based on past experience, specific agreements, and anticipated levels of customer activity.

On June 1, 2018, we adopted new accounting guidance that replaces most existing revenue recognition accounting guidance under U.S. GAAP, Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”). The new accounting guidance was adopted using the modified retrospective approach as applied to customer contracts that were not complete at the date of adoption, with the cumulative effect recognized in retained earnings. Comparative financial information for reporting periods beginning prior to June 1, 2018, has not been restated and continues to be reported under the previous accounting guidance. The cumulative effect adjustment resulted from a change in the pattern of recognition for our toll processing revenue stream and certain contracts within the oil & gas equipment revenue stream, which previously were accounted for as point in time and now will be accounted for over time.

The following table outlines the cumulative effect of adopting the new revenue recognition guidance:

(in thousands)	May 31, 2018 (As Reported)		Cumulative Effect of Topic 606 Adoption			June 1, 2018 (As Adjusted)
Consolidated Balance Sheet Assets
Receivables	$	572,689	$	4,706		$	577,395
Total inventories		454,027		(3,452	)		450,575
Prepaid expenses and other current assets		60,134		944			61,078
Liabilities and Equity
Deferred income taxes, net		60,188		454			60,642
Retained earnings		637,757		1,174			638,931
Noncontrolling interests		117,606		570			118,176

Under the new accounting guidance, we recognize revenue upon transfer of control of promised goods or services to customers in an amount that reflects the consideration we expect to receive for those goods or services, including any variable consideration

Shipping and handling costs charged to customers are treated as fulfillment activities and are recorded in both net sales and cost of goods sold at the time control is transferred to the customer. Due to the short-term nature of our contracts with customers, we have elected to apply the practical expedients under Topic 606 to: (1) expense as incurred, incremental costs of obtaining a contract and (2) not adjust the consideration for the effects of a significant financing component for contracts with an original expected duration of one year or less. When we satisfy (or partially satisfy) a performance obligation, prior to being able to invoice the customer, we recognize an unbilled receivable when the right to consideration is unconditional and a contract asset when the right to consideration is conditional. Unbilled receivables and contract assets are included in receivables and prepaid and other current assets, respectively, on

the consolidated balance sheets. Additionally, we do not maintain contract liability balances, as performance obligations are satisfied prior to customer payment for product. Payments from customers are generally due within 30 to 60 days of invoicing, which generally occurs upon shipme nt or delivery of the goods.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that we collect from a customer, are excluded from revenue.

Certain contracts with customers include warranties associated with the delivered goods or services. These warranties are not considered to be separate performance obligations, and accordingly, we record an estimated liability for potential warranty costs as the goods or services are transferred.

With the exception of the toll processing revenue stream and certain contracts within the oil & gas equipment revenue stream, we recognize revenue at the point in time the performance obligation is satisfied and control of the product is transferred to the customer upon shipment or delivery. Generally, we receive and acknowledge purchase orders from our customers, which define the quantity, pricing, payment and other applicable terms and conditions. In some cases, we receive a blanket purchase order from our customers, which includes pricing, payment and other terms and conditions, with quantities defined at the time each customer subsequently issues periodic releases against the blanket purchase order.

For the toll processing revenue stream and certain contracts within the oil & gas equipment revenue stream, we recognize revenue over time. Revenue is primarily measured using the cost-to-cost method, which we believe best depicts the transfer of control to the customer. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Revenues are recorded proportionally as costs are incurred. We have elected to not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less.

Certain contracts contain variable consideration, which is not constrained, and primarily include estimated sales returns, customer rebates, and sales discounts which are recorded on an expected value basis. These estimates are based on historical returns, analysis of credit memo data and other known factors. We account for rebates by recording reductions to revenue for rebates in the same period the related revenue is recorded. The amount of these reductions is based upon the terms agreed to with the customer. We do not exercise significant judgments in determining the timing of satisfaction of performance obligations or the transaction price.

The following tables summarize net sales by product class and by timing of revenue recognition for the three month and six month periods ended November 30, 2018:

(in thousands)	Reportable Segments
Three months ended November 30, 2018	Steel Processing		Pressure Cylinders		Engineered Cabs		Other		Total
Product class:
Steel Processing
Direct	$	602,010	$	-	$	-	$	-	$	602,010
Toll		33,033		-		-		-		33,033
Pressure Cylinders
Industrial products		-		152,018		-		-		152,018
Consumer products		-		117,194		-		-		117,194
Oil & gas equipment		-		25,235		-		-		25,235
Engineered Cabs		-		-		28,729		-		28,729
Other		-		-		-		7		7
Total	$	635,043	$	294,447	$	28,729	$	7	$	958,226

Timing of revenue recognition:
Goods transferred at a point in time	$	602,010	$	276,965	$	28,729	$	7	$	907,711
Goods and services transferred over time		33,033		17,482		-		-		50,515
Total	$	635,043	$	294,447	$	28,729	$	7	$	958,226

(in thousands)

Reportable Segments

Six months ended November 30, 2018

Steel Processing

Pressure Cylinders

Engineered Cabs

Other

Total

Product class: