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Mezzanine Equity
3 Months Ended
Aug. 31, 2025
Temporary Equity Disclosure [Abstract]  
Mezzanine Equity

Note 9 Mezzanine Equity

 

Mezzanine Equity: The Sitem Group purchase agreement includes a series of put options and call options. The put options are held by the minority investors of the Sitem Group, which provide the right to sell up to 100% of their remaining interest (i.e., a 48% interest) in the Sitem Group to the Company. The call options are held by the Company and provide it the right to acquire from the minority investors of the Sitem Group up to 100% of their remaining interest (i.e., a 48% interest) in the Sitem Group. The call options require the achievement of certain EBITDA based milestones. There are two put options held by the minority investors and two call options held by the Company, with the first and second put option period occurring in fiscal 2030 and fiscal 2032, respectively, and the first and second call option period occurring in fiscal 2031 and 2033, respectively.

 

The put and call options are considered redeemable noncontrolling interests as: 1) the minority shareholders can put the Sitem Group

shares to the Company; 2) the put is outside of the Company’s control; and 3) redemption is possible as it is based upon specified financial metrics. As a result, the redeemable noncontrolling interest is presented as mezzanine equity.

 

The put and call options cannot be separated from the noncontrolling interest. Due to the redemption features, the minority interest is classified as a redeemable noncontrolling interest within mezzanine equity on the Company’s consolidated balance sheets. For additional information, see “Note 12 – Acquisitions.”

 

Redeemable noncontrolling interests are initially recorded at the issuance date fair value, which is the acquisition date for the Sitem Group transaction. When redeemable noncontrolling interest is currently redeemable, or probable of becoming redeemable, it is subsequently adjusted to the greater of current redemption value or initial carrying value. The redemption value is updated at least annually in connection with a third-party valuation. Interim periods rely on a roll forward approach, unless circumstances materially change (e.g., significant deviation from forecast, changes in key metrics, or material foreign currency movements).

 

The redeemable noncontrolling interest remeasurement was adjusted to the current redemption value as of August 31, 2025. For the first quarter of fiscal 2026, this was accounted for as a deemed dividend of redeemable noncontrolling interest equal to $0.5 million and recorded as an adjustment to retained earnings as well as a reduction to earnings available to common shareholders for the calculation of earnings per common share.

 

For the roll forward of mezzanine equity, see the Company’s consolidated statement of equity and mezzanine equity.