v3.26.1
Acquisition, Restructuring and Other Items, net
12 Months Ended
May 31, 2026
Restructuring and Related Activities [Abstract]  
ACQUISITION, RESTRUCTURING AND OTHER ITEMS, NET ACQUISITION, RESTRUCTURING AND OTHER ITEMS, NET
Acquisition, restructuring and other items, net consisted of:
Year ended May 31,
(in thousands)202620252024
Legal (1)
$2,012 $715 $34,942 
Mergers and acquisitions (2)
— 737 399 
Transition service agreement (3)
(1,540)(1,838)(1,092)
Plant Closure (4)
13,119 13,761 9,481 
Manufacturing Relocation (5)
— — 587 
Intangible and other asset impairment (6)
— — 6,260 
CEO Transition (7)
1,629 — — 
Other (8)
2,378 2,245 2,605 
Total$17,598 $15,620 $53,182 
(1) Legal expenses related to litigation that is outside the normal course of business. For the year ended May 31, 2024, a $19.3 million settlement expense was recorded as a result of the Settlement Agreement that was entered into between the Company and BD.
(2) Mergers and acquisitions expenses related to investment banking, legal and due diligence.
(3) Transition services agreement that were entered into with Merit and Spectrum.
(4) Plant closure expense, related to the restructuring of our manufacturing footprint which was announced on January 5, 2024.
(5) Expenses to relocate manufacturing lines out of Queensbury, NY.
(6) An impairment of $3.4 million on intangible and fixed assets and an inventory write-off of $2.9 million was taken in the third quarter of fiscal year 2024 relating to the abandonment of the Syntrax and RF product lines.
(7) CEO retirement and transition expenses related to the CEO search and retention agreements with the Company's executive leadership team.
(8) Included in the $2.4 million, $2.2 million and $2.6 million for the years ended May 31, 2026, 2025 and 2024 is $0.7 million, $0.9 million and $1.4 million, respectively, of severance due to restructurings outside of the plant closure. In addition, for the year ended May 31, 2024, $0.9 million of deferred financing fees that were written-off in conjunction with the divestiture of the Dialysis and BioSentry businesses and concurrent extinguishment of the debt.

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. On January 5, 2024, the Company announced a restructuring to optimize its manufacturing efficiency, capabilities and footprint (the "Plan").
In the second quarter of fiscal year 2025, the Company announced a modification to the Plan to maintain a presence in Queensbury, NY for the manufacturing of select products, customer service, logistics, shipping, quality and regulatory operations. The restructuring activities associated with the modified Plan are expected to be completed in the first quarter of fiscal year 2027.
The following table provides a summary of our estimated costs associated with the plan:
Type of cost (in thousands)Total modified estimated amount expected to be incurred
Facilities closeout fees (1)
$16,000 to$17,000 
Termination benefits6,200 to7,200 
Outside consultants7,500 to8,500 
Validation expenses3,400 to4,400 
Regulatory filings150 to650 
Other150 to650 
$33,400 to$38,400 
(1) Included in the original and modified estimate is approximately $13.6 million and $13.3 million of non-cash charges for accelerated depreciation and building impairment.
The Company recorded restructuring charges related to the Plan during the years ended May 31, 2026, 2025 and 2024 of $13.1 million, $13.8 million and $9.5 million respectively. Total restructuring charges recorded to date are $36.4 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 twelve months ending May 31, 2026:
May 31, 2026
Termination BenefitsOutside ConsultantsValidation ExpensesFacilities Closeout FeesRegulatory FilingsOtherTotal
(in thousands)
Balance at May 31, 2025$629 $622 $86 $— $— $166 $1,503 
Charges$1,883 $5,795 $1,375 $337 $60 $3,669 $13,119 
Non-cash adjustments$— $— $— $(337)$— $— $(337)
Cash payments$(1,928)$(5,823)$(1,368)$— $(60)$(2,780)$(11,959)
Balance at May 31, 2026$584 $594 $93 $— $— $1,055 $2,326