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Restructuring and Other Expense, Net
9 Months Ended
Feb. 28, 2021
Restructuring And Related Activities [Abstract]  
Restructuring and Other Expense, Net

NOTE F – Restructuring and Other Expense, 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.

 

In October 2020, the Company’s 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, the Company 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.  

 

On January 29, 2021, the Company’s 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 the Company 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 current and forecasted losses of

the business combined with uncertain market conditions, the Company did not assign any value to the contingent consideration arrangement.  As a result, the Company recognized a loss of $27,671,000 within restructuring and other expense, net during the third quarter of fiscal 2021.  The Company retained the three real property locations (one in each of Bremen and Wooster, Ohio, and one in Tulsa, Oklahoma).  In conjunction with the sale, the Company executed operating lease agreements with the buyer for the Bremen and Tulsa locations.  These assets are being marketed for sale and have been classified as assets held for sale in our consolidated balance sheet as of February 28, 2021.

 

During the third quarter of fiscal 2021, we recognized a $181,000 gain from the auction of certain assets related to the fabricated products facility in Stow, Ohio.

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 is summarized below for the nine-month period ended February 28, 2021:

 

 

 

Balance, as of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, as of

 

(in thousands)

 

May 31, 2020

 

 

Expense

 

 

Payments

 

 

Adjustments

 

 

February 28, 2021

 

Early retirement and severance

 

$

6,536

 

 

$

1,983

 

 

$

(7,042

)

 

$

(99

)

 

$

1,378

 

Facility exit and other costs

 

 

156

 

 

 

1,119

 

 

 

(1,299

)

 

 

74

 

 

 

50

 

 

 

$

6,692

 

 

$

3,102

 

 

$

(8,341

)

 

$

(25

)

 

$

1,428

 

Net loss on sale of assets

 

 

 

 

 

 

34,554

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring and other expense, net

 

 

 

 

 

$

37,656

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The total liability associated with our restructuring activities as of February 28, 2021 is expected to be paid in the next twelve months.