XML 72 R45.htm IDEA: XBRL DOCUMENT
v3.23.2

Acquisitions (Tables) | 12 Months Ended
--- | ---
May 31, 2023
Shiloh Industries' U.S. BlankLight |
Schedule of Acquisition of Intangible Assets | In connection with the acquisition of Shiloh, we identified and valued the following intangible assets:
(In thousands) |  |  |  |  |
Category |  | Amount |  |  | Useful Life (Years)
Customer relationships |  | $ | 34,500 |  |  | 15-20
Non-compete agreement |  |  | 290 |  |  | 3
In-process research & development |  |  | 1,300 |  |  | Indefinite
Total acquired identifiable intangible assets |  | $ | 36,090 |  |  |
Schedule of Consideration Transferred for the Assets and the Preliminary Fair Value Assigned to Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid and the final fair value assigned to the assets and liabilities assumed at the acquisition date.
|  |  |  |  | Measurement |  |  |  |
|  | Preliminary |  |  | Period |  |  | Final |
(In thousands) |  | Valuation |  |  | Adjustments |  |  | Valuation |
Accounts receivable |  | $ | 44,191 |  |  | $ | (496 | ) |  | $ | 43,695 |
Inventories |  |  | 13,971 |  |  |  | 1,999 |  |  |  | 15,970 |
Property, plant, and equipment |  |  | 30,461 |  |  |  | (1,104 | ) |  |  | 29,357 |
Intangible assets |  |  | 34,280 |  |  |  | 1,810 |  |  |  | 36,090 |
Operating lease assets |  |  | 59,905 |  |  |  | - |  |  |  | 59,905 |
Total identifiable assets |  |  | 182,808 |  |  |  | 2,209 |  |  |  | 185,017 |
Accounts payable |  |  | (44,822 | ) |  |  | (72 | ) |  |  | (44,894 | )
Current operating lease liabilities |  |  | (1,555 | ) |  |  | - |  |  |  | (1,555 | )
Noncurrent operating lease liabilities |  |  | (58,350 | ) |  |  | - |  |  |  | (58,350 | )
Net identifiable assets |  |  | 78,081 |  |  |  | 2,137 |  |  |  | 80,218 |
Goodwill |  |  | 26,669 |  |  |  | (2,381 | ) |  |  | 24,288 |
Purchase price |  | $ | 104,750 |  |  | $ | (244 | ) |  | $ | 104,506 |
Tempel Steel Company |
Schedule of Acquisition of Intangible Assets | In connection with the acquisition of Tempel, we identified and valued the following intangible assets:
(In thousands) |  |  |  |  |
Category |  | Amount |  |  | Useful Life (Years)
Customer relationships |  | $ | 30,000 |  |  | 17
Technological know how |  |  | 11,000 |  |  | 6-8
Total acquired identifiable intangible assets |  | $ | 41,000 |  |  |
Schedule of Consideration Transferred for the Assets and the Preliminary Fair Value Assigned to Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid and the final fair value assigned to the assets and liabilities assumed at the acquisition date.
|  |  |  |  | Measurement |  |  |  |
|  | Preliminary |  |  | Period |  |  | Final |
(In thousands) |  | Valuation |  |  | Adjustments |  |  | Valuation |
Cash |  | $ | 17,098 |  |  | $ | - |  |  | $ | 17,098 |
Accounts receivable |  |  | 88,672 |  |  |  | 801 |  |  |  | 89,473 |
Inventories |  |  | 59,927 |  |  |  | - |  |  |  | 59,927 |
Other current assets |  |  | 10,666 |  |  |  | (18 | ) |  |  | 10,648 |
Property, plant and equipment |  |  | 147,441 |  |  |  | - |  |  |  | 147,441 |
Intangible assets |  |  | 41,000 |  |  |  | - |  |  |  | 41,000 |
Operating lease assets |  |  | 4,098 |  |  |  | - |  |  |  | 4,098 |
Total identifiable assets |  |  | 368,902 |  |  |  | 783 |  |  |  | 369,685 |
Accounts payable |  |  | (49,777 | ) |  |  | - |  |  |  | (49,777 | )
Notes payable |  |  | (6,270 | ) |  |  | - |  |  |  | (6,270 | )
Accrued liabilities |  |  | (17,501 | ) |  |  | 64 |  |  |  | (17,437 | )
Current operating lease liabilities |  |  | (1,614 | ) |  |  | - |  |  |  | (1,614 | )
Noncurrent operating lease liabilities |  |  | (2,484 | ) |  |  | - |  |  |  | (2,484 | )
Other non-current liabilities (1) |  |  | (40,110 | ) |  |  | 2,287 |  |  |  | (37,823 | )
Net identifiable assets |  |  | 251,146 |  |  |  | 3,134 |  |  |  | 254,280 |
Goodwill |  |  | 38,462 |  |  |  | (3,436 | ) |  |  | 35,026 |
Purchase price |  | $ | 289,608 |  |  | $ | (302 | ) |  | $ | 289,306 |
(1) Includes $40,160 of net pension and other postretirement benefit obligations assumed as part of the Tempel acquisition. The excess of projected benefit obligations over the fair value of the plans’ assets was recognized as a liability in accordance with ASC 715 using key inputs including, but not limited to, discount rates and expected rates of return on the plans’ assets. See “Note M - Employee Pension Plans” for additional information.
Schedule of Unaudited Pro Forma Information | The following unaudited pro forma information for the past two fiscal years presents consolidated financial information as if Tempel had been acquired at the beginning of fiscal 2021. Depreciation and amortization expense included in the pro forma results reflect the acquisition-date fair values assigned to the definite-lived intangible assets and fixed assets of Tempel assuming a June 1, 2020 acquisition date. Adjustments have been made to remove acquisition-related costs and the acquisition date fair value adjustment to acquired inventories. The pro forma adjustments noted above have been adjusted for the applicable income tax impact. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on June 1, 2020.
|  | 2022 |  |  | 2021 |
Net sales |  | $ | 5,841,097 |  |  | $ | 3,490,167 |
Net earnings attributable to controlling interest |  | $ | 398,361 |  |  | $ | 724,631 |
Diluted earnings per common share attributable to controlling interest |  | $ | 7.81 |  |  | $ | 13.44 |
General Tools & Instruments Company LLC |
Schedule of Acquisition of Intangible Assets | In connection with the acquisition of GTI, we identified and valued the following identifiable intangible assets:
(In thousands) |  |  |  |  |
Category |  | Amount |  |  | Useful Life (Years)
Customer relationships |  | $ | 40,600 |  |  | 15
Trade names - indefinite lived |  |  | 27,400 |  |  | Indefinite
Trade names - finite lived |  |  | 400 |  |  | 9
Total acquired identifiable intangible assets |  | $ | 68,400 |  |  |
Schedule of Consideration Transferred for the Assets and the Preliminary 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.
|  |  |  |  | Measurement |  |  |  |
|  | Preliminary |  |  | Period |  |  | Final |
(In thousands) |  | Valuation |  |  | Adjustments |  |  | Valuation |
Cash |  | $ | 1,633 |  |  | $ | - |  |  | $ | 1,633 |
Accounts receivable |  |  | 16,440 |  |  |  | (998 | ) |  |  | 15,442 |
Inventories |  |  | 19,795 |  |  |  | (16 | ) |  |  | 19,779 |
Prepaid expenses |  |  | 924 |  |  |  | (173 | ) |  |  | 751 |
Other current assets |  |  | 97 |  |  |  | (97 | ) |  |  | - |
Intangible assets |  |  | 68,400 |  |  |  | - |  |  |  | 68,400 |
Property, plant, and equipment |  |  | 956 |  |  |  | - |  |  |  | 956 |
Operating lease assets |  |  | 5,502 |  |  |  | - |  |  |  | 5,502 |
Other assets |  |  | 30 |  |  |  | - |  |  |  | 30 |
Total identifiable assets |  |  | 113,777 |  |  |  | (1,284 | ) |  |  | 112,493 |
Accounts payable |  |  | (2,594 | ) |  |  | 40 |  |  |  | (2,554 | )
Accrued liabilities |  |  | (6,006 | ) |  |  | 133 |  |  |  | (5,873 | )
Current operating lease liabilities |  |  | (657 | ) |  |  | - |  |  |  | (657 | )
Other current liabilities |  |  | (923 | ) |  |  | 758 |  |  |  | (165 | )
Noncurrent operating lease liabilities |  |  | (4,845 | ) |  |  | - |  |  |  | (4,845 | )
Deferred tax liabilities |  |  | (11,635 | ) |  |  | (147 | ) |  |  | (11,782 | )
Other long-term liabilities |  |  | (239 | ) |  |  | 9 |  |  |  | (230 | )
Net identifiable assets |  |  | 86,878 |  |  |  | (491 | ) |  |  | 86,387 |
Goodwill |  |  | 33,714 |  |  |  | 287 |  |  |  | 34,001 |
Purchase price |  | $ | 120,592 |  |  | $ | (204 | ) |  | $ | 120,388 |
Level 5 Tools, LLC |
Schedule of Acquisition of Intangible Assets | In connection with the acquisition of Level5, we identified and valued the following intangible assets:
Category |  | Amount |  |  | Useful Life (Years)
Trade name |  | $ | 13,500 |  |  | Indefinite
Customer relationships |  |  | 13,300 |  |  | 10
Technological know-how |  |  | 6,500 |  |  | 20
Non-compete agreement |  |  | 280 |  |  | 3
Total acquired identifiable intangible assets |  | $ | 33,580 |  |  |
Schedule of Consideration Transferred for the Assets and the Preliminary Fair Value Assigned to Assets Acquired and Liabilities Assumed | The following table summarizes the consideration transferred and the estimated fair value assigned to the assets acquired and liabilities assumed at the acquisition date.
|  |  |  |  | Measurement |  |  |  |
|  | Preliminary |  |  | Period |  |  | Final |
(In thousands) |  | Valuation |  |  | Adjustments |  |  | Valuation |
Cash and cash equivalents |  | $ | 1,515 |  |  | $ | - |  |  | $ | 1,515 |
Accounts receivable |  |  | 2,860 |  |  |  | - |  |  |  | 2,860 |
Inventories |  |  | 9,161 |  |  |  | - |  |  |  | 9,161 |
Prepaid expenses |  |  | 64 |  |  |  | - |  |  |  | 64 |
Property, plant and equipment |  |  | 273 |  |  |  | - |  |  |  | 273 |
Intangible assets |  |  | 33,580 |  |  |  | - |  |  |  | 33,580 |
Operating lease assets |  |  | 377 |  |  |  | - |  |  |  | 377 |
Total identifiable assets |  |  | 47,830 |  |  |  | - |  |  |  | 47,830 |
Accounts payable |  |  | (3,175 | ) |  |  | - |  |  |  | (3,175 | )
Accrued expenses |  |  | (904 | ) |  |  | 151 |  |  |  | (753 | )
Current operating lease liabilities |  |  | (111 | ) |  |  | - |  |  |  | (111 | )
Noncurrent operating lease liabilities |  |  | (266 | ) |  |  | - |  |  |  | (266 | )
Net identifiable assets |  |  | 43,374 |  |  |  | 151 |  |  |  | 43,525 |
Goodwill |  |  | 15,947 |  |  |  | - |  |  |  | 15,947 |
Total purchase price |  |  | 59,321 |  |  |  | 151 |  |  |  | 59,472 |
Less: Fair value of earnout |  |  | (2,000 | ) |  |  | - |  |  |  | (2,000 | )
Plus: Net working capital deficit |  |  | 282 |  |  |  | (151 | ) |  |  | 131 |
Cash purchase price |  | $ | 57,603 |  |  | $ | - |  |  | $ | 57,603 |

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination. + References No definition available. + Details
Name: | us-gaap_FiniteLivedAndIndefiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Details
Name: | us-gaap_BusinessAcquisitionAxis=wor_ShilohIndustriesUsBlanklightMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | us-gaap_BusinessAcquisitionAxis=wor_TempelSteelCompanyMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | us-gaap_BusinessAcquisitionAxis=wor_GeneralToolsInstrumentsCompanyLLCMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | us-gaap_BusinessAcquisitionAxis=wor_Level5ToolsLlcMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |