v3.26.3
Discontinued Operations and Assets and Liabilities Held for Sale
3 Months Ended
Aug. 31, 2026
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations and Assets and Liabilities Held for Sale

Note 18 – Discontinued Operations and Assets and Liabilities Held for Sale

In connection with the Kloeckner Acquisition, the Company acquired certain Kloeckner business units that met the held-for-sale criteria in ASC 360 as of the acquisition date. For additional information, see “Note 1 – Description of Business and Basis of Presentation.” The assets and liabilities of the Kloeckner Disposal Group were recorded at their acquisition-date fair value less costs to sell and have not been depreciated or amortized since the acquisition date. The Company did not allocate any consolidated interest expense that is not directly attributable to or related to the Kloeckner Disposal Group. The Kloeckner Disposal Group was identified for disposal as non-core to the Company’s post-acquisition strategy, and the Company expects to complete the sale by way of sale to a third-party purchaser, with completion expected by the end of fiscal 2027. No gain or loss has been recognized on the Kloeckner Disposal Group as of August 31, 2026, as the disposal group’s acquisition-date fair value less cost to sell continued to exceed its carrying value. See “Note 19–

Subsequent Events” for additional information regarding the Kloeckner Disposal Group.

In addition, in connection with the Kloeckner Acquisition, the Company acquired certain long-lived assets, primarily buildings and improvements, of Kloeckner business units that met the held-for-sale criteria in ASC 360 as of the acquisition date. These business units continue to operate, and the associated operations and cash flows have not been disposed of. As of August 31, 2026, these assets, consisting primarily of buildings and improvements, had a carrying value of $19.2 million and are presented within non-current assets held for sale on the consolidated balance sheets. These assets were identified for disposal because the Company does not intend to continue utilizing these facilities post-integration, while the associated operations will continue at other Company locations. The Company expects to complete the sale by way of sale to a third-party purchaser, with completion expected in the next twelve months.

 

The carrying amounts of the major classes of assets and liabilities of the Kloeckner Disposal Group classified as held for sale and included in discontinued operations as of August 31, 2026 were as follows:

 

 

 

August 31,

 

(In millions)

 

2026

 

Assets

 

 

 

Trade receivables

 

$

71.3

 

Inventories & other current assets

 

 

108.8

 

Current assets of discontinued operations

 

 

180.1

 

Non-current assets of discontinued operations

 

 

0.7

 

Assets of discontinued operations

 

$

180.8

 

 

 

 

 

Liabilities

 

 

 

Trade payables

 

$

95.1

 

Short-term borrowings & other current liabilities

 

 

13.3

 

Current liabilities of discontinued operations

 

 

108.4

 

Long-term debt & other non-current liabilities

 

 

9.0

 

Non-current liabilities of discontinued operations

 

 

9.0

 

Liabilities of discontinued operations

 

$

117.4

 

 

Earnings (loss) from discontinued operations, net of tax, for the three months ended August 31, 2026 was as follows:

 

 

 

Three Months Ended

 

(In millions)

 

August 31, 2026

 

Net sales

 

$

253.5

 

Cost of goods sold

 

 

250.3

 

Gross margin

 

 

3.2

 

Selling, general and administrative expense

 

 

8.1

 

Restructuring and other (income) expense, net

 

 

-

 

Operating loss

 

 

(4.9

)

Other income (expense):

 

 

Miscellaneous income (expense), net

 

 

0.2

 

Interest expense, net

 

 

(0.1

)

Loss before income taxes

 

 

(4.8

)

Income tax expense

 

 

0.1

 

Net loss

 

$

(4.9

)

 

No comparative amounts are presented for the three months ended August 31, 2025 given the date of the Kloeckner Acquisition.