Restructuring

6 Months Ended

Nov. 30, 2023

Restructuring and Related Activities [Abstract]

NOTE 3 — RESTRUCTURING

We record restructuring charges associated with management-approved restructuring plans to either reorganize one or more of our business segments, or to remove duplicative headcount and infrastructure associated with our businesses. Restructuring charges can include severance costs to eliminate a specified number of associates, infrastructure charges to vacate facilities and consolidate operations, contract cancellation costs and other costs. We record the short-term portion of our restructuring liability in other accrued liabilities and the long-term portion, if any, in other long-term liabilities in our Consolidated Balance Sheets.

During 2018, we approved and implemented the initial phases of a multi-year restructuring plan, which is referred to as the 2020 Margin Acceleration Plan (“MAP to Growth”). We incurred $1.2 million and $2.6 million of restructuring costs associated with this plan for the three and six months ended November 30, 2022, respectively. We did not incur any restructuring costs for the three and six months ended November 30, 2023, and we do not expect to incur any further costs associated with this plan.

In August 2022, we approved and announced our Margin Achievement Plan 2025 (“MAP 2025”), which is a multi-year restructuring plan to build on the achievements of MAP to Growth and designed to improve margins by streamlining business processes, reducing working capital, implementing commercial initiatives to drive improved mix and salesforce effectiveness and improving operating efficiency. Most activities under MAP 2025 are anticipated to be completed by the end of fiscal 2025; however, we expect some costs to extend beyond this date.

The current total expected costs associated with this plan are outlined below and increased approximately $16.5 million compared to our previous estimate, attributable to increases in expected severance and benefit charges of $1.0 million and expected facility closure and other related costs of $15.5 million. Throughout our MAP 2025 initiative, we will continue to assess and find areas of improvement and cost savings. As such, the final implementation of the aforementioned phases and total expected costs are subject to change.

USL Restructuring

As previously disclosed during fiscal 2023, due to the challenged macroeconomic environment, we evaluated certain business restructuring actions, specifically our go to market strategy for operating in Europe. During the quarter ended February 28, 2023, due to declining profitability and regulatory headwinds, management decided to restructure the Universal Sealants (“USL”) reporting unit within our PCG segment and explore strategic alternatives for our USL infrastructure services business within the United Kingdom. During the three-month period ended August 31, 2023, we recognized a loss on sale of $4.5 million in connection with the divestiture of USL’s Bridgecare services division. The Bridgecare division is a contracting business focused on the installation of joints and waterproofing in the United Kingdom. The loss on this sale is included in selling, general and administrative ("SG&A") expenses in our Consolidated Statements of Income and net loss on sales of assets and businesses in our Consolidated Statements of Cash Flows.

Additionally, during the three-month period ended August 31, 2023, in connection with MAP 2025, we realigned certain businesses and management structures within our segments. Within our PCG segment, certain businesses of our USL reporting unit were transferred to our Fibergrate, Carboline and Stonhard reporting units. As a result of this change in our market strategy, we performed an interim impairment assessment of the USL indefinite-lived tradename. Calculating the fair value of the USL’s indefinite-lived tradename required the use of various estimates and assumptions. We estimated the fair value of USL’s indefinite-lived tradename by applying a relief-from-royalty calculation, which included discounted future cash flows related to projected revenues impacted by this decision. In applying this methodology, we relied on a number of factors, including actual and forecasted revenues and market data. As the carrying amount of the tradename exceeded its fair value, an impairment loss of $3.3 million was recorded for the three months ended August 31, 2023. This impairment loss was classified as restructuring expense within our PCG segment. No such impairment loss was recorded for the three months ended November 30, 2023.

Following is a summary of the charges recorded in connection with MAP 2025 by reportable segment as well as the total expected costs related to projects identified to date:


	Three Months Ended		Six Months Ended		Cumulative Costs			Total Expected
(In thousands)	November 30, 2023		November 30, 2023		to Date			Costs
Construction Products Group ("CPG") Segment:
Severance and benefit costs	$	387	$	802	$	6,894		$	17,110
Facility closure and other related costs		-		-		-			15,304
Total Charges	$	387	$	802	$	6,894		$	32,414

Performance Coatings Group ("PCG") Segment:
Severance and benefit costs	$	213	$	1,044	$	2,192		$	2,369
Facility closure and other related costs		93		123		123			1,123
Other restructuring costs (a)		-		4,555		7,092			7,092
Total Charges	$	306	$	5,722	$	9,407		$	10,584

Consumer Segment:
Severance and benefit costs	$	35	$	35	$	542		$	542
Facility closure and other related costs		-		14		635			635
Total Charges	$	35	$	49	$	1,177		$	1,177

Specialty Products Group ("SPG") Segment:
Severance and benefit costs	$	482	$	1,135	$	1,940		$	2,290
Facility closure and other related costs		29		29		29			4,828
Total Charges	$	511	$	1,164	$	1,969		$	7,118

Corporate/Other Segment:
Severance and benefit (credits)	$	-	$	-	$	(50	)	$	(50	)
Total Charges	$	-	$	-	$	(50	)	$	(50	)

Consolidated:
Severance and benefit costs	$	1,117	$	3,016	$	11,518		$	22,261
Facility closure and other related costs		122		166		787			21,890
Other restructuring costs		-		4,555		7,092			7,092
Total Charges	$	1,239	$	7,737	$	19,397		$	51,243

(a)

Of the $4.6 million of other restructuring costs incurred for the six-month period ending November 30, 2023, $3.3 million is associated with the impairment of an indefinite-lived tradename described above.

A summary of the activity in the restructuring reserves related to MAP 2025 is as follows:


(in thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Other Asset Write-Offs		Total
Balance at August 31, 2023	$	2,510		$	-		$	-	$	2,510
Additions charged to expense		1,117			122			-		1,239
Cash payments charged against reserve		(884	)		(122	)		-		(1,006	)
Non-cash charges and other adjustments		62			-			-		62
Balance at November 30, 2023	$	2,805		$	-		$	-	$	2,805


(In thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Other Asset Write-Offs			Total
Balance at June 1, 2023	$	2,717		$	-		$	-		$	2,717
Additions charged to expense		3,016			166			4,555			7,737
Cash payments charged against reserve		(2,945	)		(166	)		-			(3,111	)
Non-cash charges and other adjustments		17			-			(4,555	)		(4,538	)
Balance at November 30, 2023	$	2,805		$	-		$	-		$	2,805