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Restructuring and Other Expense (Income), Net
12 Months Ended
May 31, 2022
Restructuring And Related Activities [Abstract]  
Restructuring and Other Expense (Income), Net

Note F – Restructuring and Other Expense (Income), Net

 

We consider restructuring activities to be programs whereby we fundamentally change our operations, such as closing and consolidating manufacturing facilities or moving manufacturing of a product to another location. Restructuring activities may also involve substantial realignment of the management structure of a business unit in response to changing market conditions.

 

A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other income, net financial statement caption in our consolidated statement of earnings for fiscal 2022, is summarized below:

 

 

 

Beginning

 

 

Expense

 

 

 

 

 

 

 

 

Ending

 

(in thousands)

 

Balance

 

 

(Income)

 

 

Payments

 

 

Adjustments

 

 

Balance

 

Early retirement and severance

 

$

771

 

 

$

4

 

 

$

(368

)

 

$

134

 

 

$

541

 

Facility exit and other costs

 

 

449

 

 

 

(449

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

$

1,220

 

 

 

(445

)

 

$

(368

)

 

$

134

 

 

$

541

 

Net gain on sale of assets (1)(2)(3)

 

 

 

 

 

(15,794

)

 

 

 

 

 

 

 

 

 

Gain on lease buyout (4)

 

 

 

 

 

(857

)

 

 

 

 

 

 

 

 

 

Restructuring and other income, net

 

 

 

 

$

(17,096

)

 

 

 

 

 

 

 

 

 

 

During fiscal 2022, the following actions were taken related to our restructuring activities:

 

(1)
On June 9, 2021, our consolidated joint venture, WSP, sold the remaining assets of its Canton, Michigan, facility with a net book value of $7,606,000 for net cash proceeds of $19,850,000, resulting in a pre-tax gain of $12,244,000.

 

(2)
During fiscal 2022, we sold real property in Wooster and Bremen, Ohio, for combined net cash proceeds of $8,723,000, resulting in pre-tax gains of $860,000. These assets were excluded from the sale of our former oil & gas equipment business in January 2021. The combined net book value classified as assets held for sale immediately prior to closing was $7,863,000.

 

(3)
We completed our exit of the Decatur, Alabama Steel Processing facility and sold the remaining fixed assets with a net book value of $1,366,000 for net cash proceeds of $4,000,000, resulting in a pre-tax gain of $2,634,000.

 

(4)
On September 10, 2021, we executed an agreement to buy out the remaining term of the operating lease at our fabricated products facility in Stow, Ohio, for $1,100,000, resulting in a pre-tax gain of $857,000. This facility was retained in connection with the divestiture of our former Engineered Cabs business and had not been operational since June 2020. All of the other assets of our former Engineered Cabs business that were retained were sold or otherwise written-off prior to fiscal 2022.

 

The total liability as of May 31, 2022 is expected to be paid in the immediately following twelve months.

 

A progression of the liabilities associated with our restructuring activities, combined with a reconciliation to the restructuring and other expense, net financial statement caption in our consolidated statement of earnings for fiscal 2021, is summarized below:

 

 

 

Beginning

 

 

 

 

 

 

 

 

 

 

 

Ending

 

(in thousands)

 

Balance

 

 

Expense

 

 

Payments

 

 

Adjustments

 

 

Balance

 

Early retirement and severance

 

$

6,536

 

 

$

1,314

 

 

$

(6,980

)

 

$

(99

)

 

$

771

 

Facility exit and other costs

 

 

156

 

 

 

1,438

 

 

 

(1,330

)

 

 

185

 

 

 

449

 

 

 

$

6,692

 

 

 

2,752

 

 

$

(8,310

)

 

$

86

 

 

$

1,220

 

Net loss on sale of assets (1)(2)(3)(4)(5)

 

 

 

 

 

53,345

 

 

 

 

 

 

 

 

 

 

Restructuring and other expense, net

 

 

 

 

$

56,097

 

 

 

 

 

 

 

 

 

 

 

During fiscal 2021, the following actions were taken related to our restructuring activities:

 

(1)
In October 2020, our legacy Pressure Cylinders segment completed the sale of its cryogenic and hydrogen trailer business, including the Theodore, Alabama manufacturing site, and the cryo-science and microbulk storage unit business. In connection with these transactions, we realized net cash proceeds of $21,275,000 after working capital adjustments, which generated a pre-tax loss of $7,064,000, primarily related to allocated goodwill.

 

(2)
On January 29, 2021, our legacy Pressure Cylinders segment sold its oil & gas equipment business to an affiliate of Ten Oaks Group for deferred proceeds in the form of contingent consideration that entitles us to up to 15% of future sales proceeds upon the exit of the business by the acquirer, subject to limitations and certain adjustments. Due to then current and forecasted losses of the business combined with uncertain market conditions, we did not assign any value to the contingent consideration arrangement. As a result, we recognized a loss of $27,671,000 within restructuring and other expense, net during fiscal 2021. We retained the three real property locations (one in each of Breman and Wooster, Ohio, and one in Tulsa, Oklahoma). In conjunction with the sale, we executed operating lease agreements with the buyer for the Breman and Tulsa locations. These assets had been marketed for sale and were classified as assets held for sale in our consolidated balance sheet as of May 31, 2021.

 

(3)
During the third quarter of fiscal 2021, we recognized a $181,000 gain from the auction of certain assets related to our fabricated products facility in Stow, Ohio within restructuring and other expense, net.

 

(4)
On March 12, 2021, we sold the SCI business located in Pomona, California to Luxfer Holdings PLC. We received net proceeds of $19,059,000 resulting in a pre-tax loss of $7,219,000 within restructuring and other expense, net.

 

(5)
On May 31, 2021, our legacy Pressure Cylinders business (now the Sustainable Energy Solutions business) sold its LPG fuel storage business, located in Poland, to Westport Fuel Systems, Inc. We received total consideration of approximately $6,000,000, resulting in a pre-tax loss of $11,034,000 within restructuring and other expense, net.