Acquisition, Restructuring and Other Items, Net

9 Months Ended

Feb. 28, 2019

Restructuring and Related Activities [Abstract]

Acquisition, Restructuring and Other Items, Net

ACQUISITION, RESTRUCTURING, AND OTHER ITEMS, NET

Acquisition, Restructuring and Other Items

For the three and nine months ended February 28, 2019 and 2018 acquisition, restructuring and other items, net consisted of:

	Three months ended				Nine months ended
(in thousands)	Feb 28, 2019		Feb 28, 2018		Feb 28, 2019		Feb 28, 2018
Legal (1)	$	1,778	$	2,310	$	5,524	$	6,158
Mergers and acquisitions (2)	292		9		3,153		1,141
Restructuring	10		1,548		266		4,184
Other	470		310		757		449
Total	$	2,550	$	4,177	$	9,700	$	11,932

(1) Legal expenses related to litigation that is outside the normal course of business.

(2) Mergers and acquisitions expenses related to investment banking, legal and due diligence.

Restructuring

The Company evaluates its performance and looks for opportunities to improve the overall operations of the Company on an ongoing basis. As a result of this evaluation, certain restructuring initiatives are taken to enhance the Company’s overall operations.

Operational Consolidation

On February 1, 2017, the Company announced to employees an operational consolidation plan (the “plan”) to consolidate its manufacturing facilities in Manchester, GA and Denmead, UK into the Glens Falls and Queensbury, NY facilities. This plan will streamline and optimize the manufacturing functions into one centralized location increasing the utilization of the Glens Falls and Queensbury facilities, optimizing inventory and reducing cost of goods sold through savings in overhead expenses and direct labor. The restructuring activities associated with the plan were completed in the fourth quarter of fiscal year 2018 with immaterial costs to be incurred in fiscal year 2019.

The Company recorded restructuring charges related to the plan during the three and nine months ended February 28, 2019 of $0.0 million and $0.3 million, respectively. During the three and nine months ended February 28, 2018, the Company recorded $1.5 million and $4.2 million, respectively. Total restructuring charges recorded to date are $6.2 million. Termination

benefits are only earned if an employee stays until their termination date; therefore, the expenses related to termination benefits are being recorded ratably over the service period.

The table below presents the restructuring reserve for the three and nine months ended February 28, 2019:

	Three months ended February 28, 2019
	Termination Benefits			Plant Consolidation			Regulatory Filings			Contract Cancellation Costs			Total
(in thousands)
Balance at November 30, 2018	$	101		$	—		$	—		$	200		$	301
Charges	—			8			2			—			10
Non-cash adjustments	—			—			—			(9		)	(9		)
Cash payments	(91		)	(8		)	(2		)	(191		)	(292		)
Balance at February 28, 2019	$	10		$	—		$	—		$	—		$	10

	Nine months ended February 28, 2019
	Termination Benefits			Plant Consolidation			Regulatory Filings			Contract Cancellation Costs			Total
(in thousands)
Balance at May 31, 2018	$	838		$	21		$	12		$	200		$	1,071
Charges	—			242			24			—			266
Non-cash adjustments	—			—			—			(9		)	(9		)
Cash payments	(828		)	(263		)	(36		)	(191		)	(1,318		)
Balance at February 28, 2019	$	10		$	—		$	—		$	—		$	10

The Company’s remaining restructuring liability is comprised of accruals for termination benefits.