Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | Jun. 30, 2024 | Nov. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | May 31, 2024 | ||
Entity File Number | 1-6263 | ||
Entity Registrant Name | AAR CORP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 36-2334820 | ||
Entity Address, Address Line One | One AAR Place | ||
Entity Address, Address Line Two | 1100 N. Wood Dale Road | ||
Entity Address, City or Town | Wood Dale | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60191 | ||
City Area Code | 630 | ||
Local Phone Number | 227-2000 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,399 | ||
Entity Common Stock, Shares Outstanding | 35,711,075 | ||
Entity Central Index Key | 0000001750 | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --05-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2024 | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Chicago, Illinois | ||
Common Stock | NEW YORK STOCK EXCHANGE, INC. | |||
Document and Entity Information | |||
Title of 12(b) Security | Common Stock, $1.00 par value | ||
Trading Symbol | AIR | ||
Security Exchange Name | NYSE | ||
Common Stock | CHICAGO STOCK EXCHANGE, INC | |||
Document and Entity Information | |||
Title of 12(b) Security | Common Stock, $1.00 par value | ||
Trading Symbol | AIR | ||
Security Exchange Name | CHX |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Sales: | |||
Sales | $ 2,318.9 | $ 1,990.5 | $ 1,820 |
Costs and operating expenses: | |||
Cost | 1,876.6 | 1,620.4 | 1,506.8 |
Gross profit | 442.3 | 370.1 | 313.2 |
Provision for credit losses | 0.7 | 2.6 | 1.2 |
Selling, general and administrative | 312.2 | 230.4 | 202.2 |
Loss from joint ventures | (0.2) | (3.2) | (2.9) |
Operating income | 129.2 | 133.9 | 106.9 |
Pension settlement charge | (26.7) | (1.4) | |
Losses related to sale and exit of business | (2.8) | (0.7) | (1.7) |
Other income (expense), net | (0.4) | (0.8) | 2.2 |
Interest expense | (43.2) | (12.2) | (2.4) |
Interest income | 2.2 | 1 | 0.1 |
Income from continuing operations before provision for income taxes | 58.3 | 121.2 | 105.1 |
Income tax expense | 12 | 31.4 | 26.6 |
Income from continuing operations | 46.3 | 89.8 | 78.5 |
Income from discontinued operations, net of tax | 0.4 | 0.2 | |
Net income | $ 46.3 | $ 90.2 | $ 78.7 |
Earnings per share - basic: | |||
Earnings from continuing operations | $ 1.30 | $ 2.55 | $ 2.19 |
Income from discontinued operations | 0.01 | 0.01 | |
Earnings per share - basic | 1.30 | 2.56 | 2.20 |
Earnings per share - diluted: | |||
Earnings from continuing operations | 1.29 | 2.52 | 2.16 |
Income from discontinued operations | 0.01 | 0.01 | |
Earnings per share - diluted | $ 1.29 | $ 2.53 | $ 2.17 |
Products | |||
Sales: | |||
Sales | $ 1,368.3 | $ 1,238.7 | $ 1,078.3 |
Costs and operating expenses: | |||
Cost | 1,087.8 | 985.2 | 869.4 |
Services | |||
Sales: | |||
Sales | 950.6 | 751.8 | 741.7 |
Costs and operating expenses: | |||
Cost | $ 788.8 | $ 635.2 | $ 637.4 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net income | $ 46.3 | $ 90.2 | $ 78.7 |
Other comprehensive income (loss), net of tax: | |||
Currency translation adjustments | 0.2 | (2.9) | (6.7) |
Pension and post retirement plans, net of tax | 14.5 | (1) | 5.4 |
Total other comprehensive income (loss), net of tax | 14.7 | (3.9) | (1.3) |
Comprehensive income | $ 61 | $ 86.3 | $ 77.4 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | May 31, 2024 | May 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 85.8 | $ 68.4 |
Restricted cash | 10.3 | 13.4 |
Accounts receivable, net | 287.2 | 241.3 |
Contract assets | 123.2 | 86.9 |
Inventories | 733.1 | 574.1 |
Rotable assets and equipment on or available for short-term lease | 81.5 | 50.6 |
Assets of discontinued operations | 9.9 | 13.5 |
Prepaid expenses and other current assets | 58.6 | 49.7 |
Total current assets | 1,389.6 | 1,097.9 |
Property, plant and equipment, at cost: | ||
Land | 9.5 | 3.3 |
Buildings and improvements | 118.1 | 95.9 |
Equipment and furniture and fixtures | 324.1 | 295.7 |
Property, plant and equipment, gross | 451.7 | 394.9 |
Accumulated depreciation | (280) | (268.8) |
Property, plant, and equipment | 171.7 | 126.1 |
Other assets: | ||
Goodwill | 554.8 | 175.8 |
Intangible assets, net | 235.4 | 63.7 |
Operating lease right-of-use assets, net | 96.6 | 63.7 |
Rotable assets supporting long-term programs | 166.3 | 178.1 |
Other non-current assets | 155.6 | 127.8 |
Total other assets | 1,208.7 | 609.1 |
Total assets | 2,770 | 1,833.1 |
Current liabilities: | ||
Accounts payable | 238 | 158.5 |
Accrued liabilities | 219.3 | 179.6 |
Liabilities of discontinued operations | 9.6 | 13.4 |
Total current liabilities | 466.9 | 351.5 |
Long-term debt | 985.4 | 269.7 |
Operating lease liabilities | 80.3 | 48.2 |
Deferred tax liabilities | 23.9 | 33.6 |
Other liabilities | 23.7 | 31 |
Total noncurrent liabilities | 1,113.3 | 382.5 |
Equity: | ||
Preferred stock, $1.00 par value, authorized 250,000 shares; none issued | ||
Common stock, $1.00 par value, authorized 100,000,000 shares; issued 45,300,786 shares at cost | 45.3 | 45.3 |
Capital surplus | 493.9 | 484.5 |
Retained earnings | 956.9 | 910.6 |
Treasury stock, 9,606,820 and 10,385,237 shares at cost, respectively | (297.5) | (317.8) |
Accumulated other comprehensive loss | (8.8) | (23.5) |
Total equity | 1,189.8 | 1,099.1 |
Total liabilities and equity | $ 2,770 | $ 1,833.1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | May 31, 2024 | May 31, 2023 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares authorized | 250,000 | 250,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 45,300,786 | 45,300,786 |
Treasury stock, shares issued | 9,606,820 | 10,385,237 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Millions | Common Stock | Capital Surplus | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | Total |
Balance at May. 31, 2021 | $ 45.3 | $ 479.8 | $ 741.7 | $ (274.1) | $ (18.3) | $ 974.4 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 78.7 | 78.7 | ||||
Stock option activity | 2 | 19.3 | 21.3 | |||
Restricted stock activity | (4.3) | 8.1 | 3.8 | |||
Repurchase of shares | (42.4) | (42.4) | ||||
Other comprehensive income, net of tax | (1.3) | (1.3) | ||||
Balance at May. 31, 2022 | 45.3 | 477.5 | 820.4 | (289.1) | (19.6) | 1,034.5 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 90.2 | 90.2 | ||||
Stock option activity | 0.3 | 19.2 | 19.5 | |||
Restricted stock activity | 6.7 | 2.2 | 8.9 | |||
Repurchase of shares | (50.1) | (50.1) | ||||
Other comprehensive income, net of tax | (3.9) | (3.9) | ||||
Balance at May. 31, 2023 | 45.3 | 484.5 | 910.6 | (317.8) | (23.5) | 1,099.1 |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 0 | 0 | 46.3 | 0 | 0 | 46.3 |
Stock option activity | 2.9 | 21.7 | 24.6 | |||
Restricted stock activity | 6.5 | 3.7 | 10.2 | |||
Repurchase of shares | (5.1) | (5.1) | ||||
Other comprehensive income, net of tax | 14.7 | 14.7 | ||||
Balance at May. 31, 2024 | $ 45.3 | $ 493.9 | $ 956.9 | $ (297.5) | $ (8.8) | $ 1,189.8 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Cash flows provided by operating activities: | |||
Net income | $ 46.3 | $ 90.2 | $ 78.7 |
Less: Income from discontinued operations | (0.4) | (0.2) | |
Income from continuing operations | 46.3 | 89.8 | 78.5 |
Adjustments to reconcile income to net cash provided by operating activities: | |||
Depreciation and amortization | 41.2 | 27.9 | 33.1 |
Stock-based compensation expense | 15.3 | 13.5 | 8.2 |
Provision for credit losses | 0.7 | 2.6 | 1.2 |
Pension settlement charges | 26.7 | 1.4 | |
Deferred tax provision (benefit) | (20.5) | (2.2) | 8.7 |
Loss from joint ventures | 0.2 | 3.2 | 2.9 |
Impairment charges | 1 | 2.9 | |
Changes in certain assets and liabilities, net of acquisitions: | |||
Accounts receivable | (5.3) | (18.1) | (49) |
Contract assets | (17.1) | (13.7) | (1.9) |
Inventories | (90.4) | (23.6) | (10.4) |
Prepaid expenses and other current assets | (20.5) | (8.6) | (10.2) |
Rotable assets supporting long-term programs | 2.5 | (19.3) | 3 |
Accounts payable | 59.4 | 29.4 | |
Accrued and other liabilities | 16.9 | (6.4) | (10.5) |
Deferred revenue on long-term programs | (3.6) | (4) | 3.8 |
Other | (8) | (18.3) | (1.3) |
Net cash provided by operating activities-continuing operations | 43.8 | 23.8 | 89.8 |
Net cash used in operating activities-discontinued operations | (0.2) | (0.5) | (14.6) |
Net cash provided by operating activities | 43.6 | 23.3 | 75.2 |
Cash flows used in investing activities: | |||
Property, plant and equipment expenditures | (29.7) | (29.5) | (17.3) |
Acquisitions, net of cash acquired | (722.9) | (103.3) | |
Joint venture and other investment activity | (5.9) | (5.2) | (6.5) |
Proceeds from asset sales | 7.3 | ||
Net cash used in investing activities | (758.5) | (138) | (16.5) |
Cash flows provided by (used in) financing activities: | |||
Short-term borrowings (repayments), net | 175 | 172 | (9.5) |
Proceeds from long-term borrowings | 550 | ||
Repayments on long-term borrowings | (24.7) | ||
Purchase of treasury stock | (5.1) | (50.1) | (42.4) |
Financing costs | (10.3) | (1.9) | |
Stock compensation activity | 19.6 | 17.7 | 16.8 |
Net cash provided by (used in) financing activities | 729.2 | 137.7 | (59.8) |
Effect of exchange rate changes on cash | 0 | (0.1) | (0.2) |
Increase (Decrease) in cash and cash equivalents | 14.3 | 22.9 | (1.3) |
Cash, cash equivalents, and restricted cash at beginning of year | 81.8 | 58.9 | 60.2 |
Cash, cash equivalents, and restricted cash at end of year | $ 96.1 | $ 81.8 | $ 58.9 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2024 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Description of Business AAR CORP. (the “Company”) is a diversified provider of services and products to the worldwide commercial aviation and government and defense markets. We serve commercial, government and defense aircraft fleet operators, original equipment manufacturers, and independent service providers around the world, and various other domestic and foreign military customers. Services and products include: aviation supply chain and parts support programs; customer fleet management and operations; maintenance, repair and overhaul (“MRO”) of airframes, landing gear, and certain other airframe components; design and manufacture of specialized pallets, shelters, and containers; aircraft modifications and aircraft and engine sales and leasing. During the first quarter of fiscal 2024, we re-aligned our operating segments resulting in the separation of our former Aviation Services segment into three new operating segments: Parts Supply, Repair & Engineering, and Integrated Solutions. Our previously reported segment financial information has been recast to conform to our new segment structure. The change in our operating segments had no impact on our previously reported consolidated results of operations, financial condition, or cash flows. Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries after elimination of intercompany accounts and transactions. Certain reclassifications have been made to the prior year presentation to conform to the 2024 presentation. Revenue Recognition Revenue is measured based on the consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. Our unit of accounting for revenue recognition is a performance obligation included in our customer contracts. A performance obligation reflects the distinct good or service that we must transfer to a customer. At contract inception, we evaluate if the contract should be accounted for as a single performance obligation or if the contract contains multiple performance obligations. In some cases, our contract with the customer is considered one performance obligation as it includes factors such as whether the good or service being provided is significantly integrated with other promises in the contract, whether the service provided significantly modifies or customizes another good or service or whether the good or service is highly interdependent or interrelated. If the contract has more than one performance obligation, we determine the standalone price of each distinct good or service underlying each performance obligation and allocate the transaction price based on their relative standalone selling prices. The transaction price of a contract, which can include both fixed and variable amounts, is allocated to each performance obligation identified. Some contracts contain variable consideration, which could include incremental fees or penalty provisions related to performance. Variable consideration that can be reasonably estimated based on current assumptions and historical information is included in the transaction price at the inception of the contract but limited to the amount that is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Variable consideration that cannot be reasonably estimated is recorded when known. Our performance obligations are satisfied over time as work progresses or at a point in time based on transfer of control of products and services to our customers. The majority of our sales from products typically represent distinct performance obligations and are recognized at a point in time upon transfer of control to the customer, which generally occurs upon shipment. In connection with certain sales of products, we also provide logistics services, which include inventory management, replenishment, and other related services. The price of such services is generally included in the price of the products delivered to the customer, and revenues are recognized upon delivery of the product, at which point the customer has obtained control of the product. We do not account for these services separate from the related product sales as the services are inputs required to fulfill part orders received from customers. For our performance obligations that are satisfied over time, we measure progress in a manner that depicts the performance of transferring control to the customer. As such, we utilize the input method of cost-to-cost to recognize revenue over time as this depicts when control of the promised goods or services are transferred to the customer. Revenue is recognized based on the relationship of actual costs incurred to date to the estimated total cost at completion of the performance obligation. We are required to make certain judgments and estimates, including estimated revenues and costs, as well as inflation and the overall profitability of the arrangement. Key assumptions involved can include customer volume, future labor costs and efficiencies, repair or overhaul costs, overhead costs, and ultimate timing of product delivery. Differences may occur between the judgments and estimates made by management and actual program results. For contracts that are deemed to be loss contracts, we establish forward loss reserves for total estimated costs that are in excess of total estimated consideration in the period in which they become known. We utilize the portfolio approach to estimate the amount of revenue to recognize for certain contracts which require over time revenue recognition. Such contracts are grouped together either by revenue stream, customer or product line with each portfolio of contracts grouped together based on having similar characteristics. The portfolio approach is utilized only when the result of the accounting is not expected to be materially different than if applied to individual contracts. We also may enter into offset agreements or conditions as part of obtaining orders for our products and services from certain government customers in foreign countries. These agreements are designed to enhance the social and economic environment of the foreign country by requiring the contractor to promote investment in the country. These agreements also may be satisfied through our use of cash or other means of providing financial support for in-country projects with local companies. The amounts ultimately applied against our offset agreements are based on negotiations with the customer and satisfaction of our offset obligations are included in the estimates of our total costs to complete the contract. When contracts are modified, we consider whether the modification either creates new or changes the existing enforceable rights and obligations. Contract modifications that are for goods or services that are not distinct from the existing contract, due to the significant integration with the original goods or services provided, are accounted for as if they were part of that existing contract with the effect of the contract modification recognized as an adjustment to revenue on a cumulative catch-up basis. When the modifications include additional performance obligations that are distinct, they are accounted for as a new contract and performance obligation, which are recognized prospectively. Certain contracts with customers have options for the customer to acquire additional goods or services. In most cases, the pricing of these options is reflective of the standalone selling price of the good or service. These options do not provide the customer with a material right and are accounted for only when the customer exercises the option to purchase the additional goods or services. If the option on the customer contract was not indicative of the standalone selling price of the good or service, the material right would be accounted for as a separate performance obligation. Under most of our U.S. government contracts, if the contract is terminated for convenience, we are entitled to payment for items delivered and fair compensation for work performed, the costs of settling and paying other claims, and a reasonable profit on the costs incurred or committed. In the ordinary course of business, agencies of the U.S. and other governments audit our claimed costs and conduct inquiries and investigations of our business practices with respect to government contracts to determine whether our operations are conducted in accordance with these requirements and the terms of the relevant contracts. U.S. government agencies, including the Defense Contract Audit Agency (“DCAA”), routinely audit our claimed indirect costs, for compliance with the Cost Accounting Standards and the Federal Acquisition Regulations. These agencies also conduct reviews and investigations and make inquiries regarding our accounting and other systems in connection with our performance and business practices with respect to our government contracts and subcontracts. Costs to fulfill and obtain a contract are considered for capitalization based on contract specific facts and circumstances. The incremental costs to fulfill a contract, including setup and implementation costs prior to beginning the period of performance, are capitalized when expenses are incurred prior to the start of satisfying a performance obligation. The capitalized costs are subsequently expensed over the contract’s period of performance. We have elected to use certain practical expedients permitted under Accounting Standards Codification (“ASC”) 606. Shipping and handling fees and costs incurred associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in Cost of sales on our Consolidated Statements of Income, and are not considered a performance obligation to our customers. Our reported Sales on our Consolidated Statements of Income include sales and related non-income taxes. We also utilize the “as invoiced” practical expedient in certain cases where performance obligations are satisfied over time and the invoiced amount corresponds directly with the value we are providing to the customer. Cumulative Catch-up Adjustments Changes in estimates and assumptions related to our arrangements accounted for using the cost-to-cost method are recorded using the cumulative catch-up method of accounting. These changes are primarily adjustments to the estimated profitability for our long-term programs where we provide component inventory management, supply chain logistics programs, and/or repair services. Favorable and unfavorable cumulative catch-up adjustments were as follows: May 31, 2024 2023 2022 Favorable cumulative catch-up adjustments $ 12.1 $ 12.6 $ 15.0 Unfavorable cumulative catch-up adjustments (9.1) (4.3) (5.0) Net cumulative catch-up adjustments $ 3.0 $ 8.3 $ 10.0 Contract Assets and Liabilities The timing of revenue recognition, customer billings, and cash collections results in a contract asset or contract liability at the end of each reporting period. For instances where we recognize revenue prior to having an unconditional right to payment, we record a contract asset or liability. When an unconditional right to consideration exists, we reduce our contract asset or liability and recognize an unbilled or trade receivable. When amounts are dependent on factors other than the passage of time in order for payment from a customer to be due, we record a contract asset which consists of costs incurred where revenue recognized over time using the cost-to-cost model exceeds the amounts billed to customers. Contract liabilities include advance payments and billings in excess of revenue recognized. Certain customers make advance payments prior to the satisfaction of our performance obligations on the contract. These amounts are recorded as contract liabilities until such performance obligations are satisfied, either over time as costs are incurred or at a point in time when deliveries are made. Contract assets and contract liabilities are determined on a contract-by-contract basis. Net contract assets and liabilities are as follows: May 31, 2024 2023 Change Contract assets – current $ 123.2 $ 86.9 $ 36.3 Contract assets – non-current 24.6 27.5 (2.9) Contract liabilities: Deferred revenue – current (14.7) (19.7) 5.0 Deferred revenue on long-term contracts (7.2) (12.7) 5.5 Net contract assets $ 125.9 $ 82.0 $ 43.9 Contract assets – non-current is reported within Other non-current assets, deferred revenue – current is reported within Accrued liabilities, and deferred revenue on long-term contracts is reported within Other liabilities on our Consolidated Balance Sheets. Changes in contract assets and contract liabilities primarily result from the timing difference between our performance of services and payments from customers. During fiscal 2024, we experienced delayed collections from one of our significant regional airline customers and issued the customer a Notice of Payment and Other Defaults during the second quarter of fiscal 2024 to request payment and reserve our rights under our agreements. In the fourth quarter of fiscal 2024, we terminated a power-by-the-hour (“PBH”) program with this customer which resulted in a net termination charge of $4.8 million. The charge included a reduction in contract assets and revenue of $7.8 million and the establishment We currently expect full payment from the customer of all amounts due under the terminated agreement and all other agreements and do not believe a reserve for credit loss is warranted. Our Consolidated Balance Sheet as of May 31, 2024 included accounts receivable of $8.4 million, including $4.1 million past due, and contract assets of $10.1 million related to this customer. One of our PBH customers notified us in June 2021 that the customer would terminate its contract with us earlier than we originally anticipated. In conjunction with the early termination, we recognized a charge of $5.2 million in fiscal 2022, which included a reduction in contract assets and revenue of $1.0 million and the establishment of loss reserves of $4.2 million which have been fully utilized. To support our PBH customer contracts, we previously entered into an agreement with a component repair facility to outsource a portion of the component repair and overhaul services. The agreement includes certain minimum repair volume guarantees, which, subject to the amendment noted below, we have historically not met. During fiscal 2023 and 2022, we recognized charges of $1.9 million and $1.7 million, respectively, to reflect our estimated obligation over the remainder of the agreement for not achieving the minimum volume guarantees. During the three-month period ended November 30, 2023, we amended the agreement to eliminate certain minimum repair volume guarantees, including all future guarantees, resulting in the de-recognition of $2.0 million from our remaining loss reserves. Changes in our deferred revenue were as follows: Year ended May 31, 2024 2023 Deferred revenue at beginning of period $ (32.4) $ (30.6) Revenue deferred (311.1) (267.0) Revenue recognized 319.9 257.8 Other (1) 1.7 7.4 Deferred revenue at end of period $ (21.9) $ (32.4) (1) Other includes cumulative catch-up adjustments, foreign currency translation, acquisitions, and other adjustments. Remaining Performance Obligations As of May 31, 2024, we had approximately $668 million of remaining performance obligations, also referred to as firm backlog, which excludes unexercised contract options and potential orders under our indefinite-delivery, indefinite-quantity contracts. We expect that approximately 50% of this backlog will be recognized as revenue in fiscal 2025 fiscal 2026 Financial Instruments and Concentrations of Market or Credit Risk Financial instruments that potentially subject us to concentrations of market or credit risk consist principally of trade receivables. While our trade receivables are diverse and represent a number of entities and geographic regions, the majority are with the U.S. government and its contractors and entities in the aviation industry. The composition of our accounts receivable is as follows: May 31, 2024 2023 U.S. Government contracts: Trade receivables $ 34.4 $ 13.1 Unbilled receivables 9.4 18.9 43.8 32.0 All other customers: Trade receivables 216.1 179.7 Unbilled receivables 27.3 29.6 243.4 209.3 $ 287.2 $ 241.3 The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of the short-term maturity of these instruments. Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Allowance for Credit Losses We maintain an allowance for credit losses to reflect the expected uncollectibility of accounts receivable based on past collection history and specific risks identified among uncollected accounts. In determining the required allowance, we consider factors such as general and industry-specific economic conditions, customer credit history, and our customers’ current and expected future financial performance. The majority of our customers are recurring customers with an established payment history. Certain customers are required to undergo an extensive credit check prior to delivery of products or services. Our allowance for credit losses also includes reserves for estimated product returns based on historical return rates. The reserve for estimated product returns is recognized as a reduction to sales with a corresponding reduction to cost of sales for the estimated cost of inventory that is expected to be returned. We perform regular evaluations of customer payment experience, current financial condition, and risk analysis. We may require collateral in the form of security interests in assets, letters of credit, and/or obligation guarantees from financial institutions for transactions executed on other than normal trade terms. We also maintain trade credit insurance for certain customers to provide coverage, up to a certain limit, in the event of insolvency of some customers. The change in our allowance for credit losses was as follows: May 31, 2024 2023 2022 Balance, beginning of year $ 13.4 $ 17.9 $ 16.4 Provision charged to operations, net of recoveries 0.7 2.6 1.2 Deductions for accounts written off and other reclassifications — (7.1) 0.3 Balance, end of year $ 14.1 $ 13.4 $ 17.9 Goodwill and Other Intangible Assets Goodwill represents the excess of the fair value of consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. In accordance with ASC 350, Intangibles–Goodwill and Other, goodwill and other intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests and more frequently if events or circumstances indicate that the carrying value of a reporting unit may not be recoverable. We review and evaluate our goodwill and indefinite life intangible assets for potential impairment at a minimum annually, on May 31, or more frequently if circumstances indicate that impairment is possible. Goodwill is evaluated for impairment either under a qualitative or a quantitative assessment approach, which depends on the facts and circumstances of a reporting unit, consideration of the estimated excess of a reporting units’ fair value over its carrying amount, and changes in the business environment. When performing a qualitative assessment, we consider factors including, but not limited to, current macroeconomic conditions, industry and market conditions, cost factors, financial performance and other relevant events to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we determine that it is more likely than not that a reporting units’ fair value is less than its carrying value, a quantitative goodwill impairment test is performed which relies upon significant judgments and assumptions about expected future cash flows, weighted-average cost of capital, discount rates, expected long-term growth rates, operating margins and on the selection of guideline public companies. When performing a quantitative goodwill impairment test, the reporting unit carrying value is compared to its fair value. Goodwill is deemed impaired if, and the impairment loss is recognized for the amount by which, the reporting unit carrying value exceeds its fair value. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. Foreign Currency Our foreign subsidiaries generally utilize the local currency as their functional currency. All balance sheet accounts of foreign subsidiaries transacting business in currencies other than the U.S. dollar are translated at year-end exchange rates. Revenues and expenses are translated at average exchange rates during the year. Translation adjustments are excluded from the results of operations and are recorded in stockholders’ equity as a component of accumulated other comprehensive loss until such subsidiaries are liquidated. Income and losses from foreign currency transactions re-measurements are included in Selling, general and administrative expenses. Business Combinations Transaction costs related to business combinations are expensed as incurred. Assets acquired and liabilities assumed are measured and recognized based on their estimated fair values at the acquisition date, any excess of the purchase consideration when compared to the fair value of the net tangible and intangible assets acquired is recorded as goodwill. If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, the business combination is recorded and disclosed on a preliminary basis. Subsequent to the acquisition date, and not later than one year from the acquisition date, adjustments to the initial preliminary recognized amounts are recorded to the extent new information is obtained about the measurement of assets and liabilities that existed as of the date of the acquisition. Cash Cash and cash equivalents consist of highly liquid instruments which have original maturities of three months or less when purchased. Restricted cash represents cash on hand that is legally restricted as to withdrawal or usage. Restricted cash includes $9.4 million on deposit with an escrow agent related to our acquisition of Trax USA Corp. (“Trax”) in March 2023 and $0.9 million required to be set aside by a contractual agreement to provide servicing related to receivable securitization arrangements. The restrictions related to our Trax acquisition lapse at the time of resolution of certain contingencies including, but not limited to, the finalization of working capital adjustments, indebtedness adjustments, and other contingencies. The restrictions related to the receivable securitization arrangements lapse at the time we remit the customer payments collected by us as servicer of previously sold customer receivables to the purchaser. Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined by the specific identification, average cost, or first-in, first-out methods. From time-to-time, we purchase aircraft and engines for disassembly to individual parts and components. Costs are assigned to these individual parts and components utilizing list prices from original equipment manufacturers and recent sales history. Expenditures for the repair of parts and components are capitalized as inventory. The following is a summary of inventories: May 31, 2024 2023 Aircraft and engine parts, components and finished goods $ 580.3 $ 488.9 Raw materials and parts 114.1 59.6 Work-in-process 38.7 25.6 $ 733.1 $ 574.1 Rotable Assets and Equipment under Leases The cost of the asset under lease is the original purchase price plus overhaul costs. Depreciation is computed using the straight-line method over the estimated service life of the equipment. The balance sheet classification of equipment under lease is generally based on lease term, with fixed-term leases less than twelve months generally classified as short-term and all others generally classified as long-term. Equipment on short-term lease includes aircraft engines and parts on or available for lease to satisfy customers’ immediate short-term requirements. The leases are renewable with fixed terms, which generally vary from one Property, Plant and Equipment and Other Non-Current Assets We record property, plant and equipment at cost. Depreciation is computed on the straight-line method over useful lives of 10-40 years for buildings and improvements and 3-10 years for equipment, furniture fixtures capitalized software Repair and maintenance expenditures are expensed as incurred. Upon sale or disposal, cost and accumulated depreciation are removed from the accounts, and related gains and losses are included in results of operations. Rotable assets supporting long-term programs consist of rotable component parts used to support long-term supply chain programs. The assets are being depreciated on a straight-line basis over their estimated useful lives. In accordance with ASC 360, Property, Plant and Equipment In conjunction with the termination of a PBH contract, we evaluated future cash flows related to the rotable assets supporting that fleet type and recognized asset impairment charges of $2.3 million in fiscal 2022. In conjunction with the exit from certain product lines, we recognized rotable asset impairment charges of $1.0 million in fiscal 2022. Future rent due to us under long-term leases during each of the next five fiscal years is $15.4 million in 2025, $12.8 million in 2026, $10.3 million in 2027, $6.1 million in 2028, and $0.7 million in 2029. Investments Investments where we have the ability to exercise significant influence, but do not control the entity, are accounted for under the equity method of accounting. Significant influence generally exists if we have a 20% to 50% ownership interest in the investee. Our share of the net earnings or loss of our investees is included in Operating income on our Consolidated Statements of Income since the activities of the investees are closely aligned with our operations. Equity investments in entities over which we do not have the ability to exercise significant influence and whose securities do not have a readily determinable fair value are carried at cost less impairment, if any, adjusted for changes resulting from qualifying observable price changes for the identical investment of the same issuer should they occur. During fiscal 2023, we recognized a gain of $0.9 million related to an observable price increase for one of our investments. We evaluate our investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an investment is determined to be other than temporary, a loss is recorded in earnings in the current period. During fiscal 2023, we recognized an impairment loss of $1.0 million related to the recoverability for one of our investments over which we do not have the ability to exercise significant influence. Our investments are classified in Other non-current assets on our Consolidated Balance Sheets. Distributions from joint ventures are classified as operating or investing activities in the Consolidated Statements of Cash Flows based upon an evaluation of the specific facts and circumstances of each distribution. Debt Issuance Costs Debt issuance costs are amortized and recognized as interest expense using the effective interest rate method, or, when the results are not materially different, on a straight-line basis over the expected term of the related debt. Debt issuance costs are presented in the Consolidated Balance Sheets as a direct reduction to the carrying amount of the related debt. Restructuring and Other Exit Costs We recognize charges for restructuring and other exit costs such as product line exits and facility closures at their fair value when incurred. In cases where employees are required to render service until they are terminated in order to receive the termination benefits and will be retained beyond the minimum retention period, we recognize the expense ratably over the future service period. During fiscal 2024, we incurred severance costs of $0.5 million at our landing gear overhaul facility to align the workforce with the current production requirements impacting approximately 65 employees. Affected employees received lump-sum severance payments based on years of service with all payments completed in fiscal 2024. Income Taxes We are subject to income taxes in the U.S., state, and several foreign jurisdictions. In the ordinary course of business, there can be transactions and calculations where the ultimate tax determination is uncertain. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Both positive and negative evidence are considered in forming our judgment as to whether a valuation allowance is appropriate, and more weight is given to evidence that can be objectively verified. Valuation allowances are reassessed whenever there are changes in circumstances that may cause a change in judgment. The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition of tax positions taken or expected to be taken in a tax return. Where necessary, we record a liability for the difference between the benefit recognized for financial statement purposes and the tax position taken or expected to be taken on our tax return. To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Supplemental Information on Cash Flows Supplemental information on cash flows is as follows: For the Year Ended May 31, 2024 2023 2022 Interest paid $ 31.9 $ 11.1 $ 2.1 Income taxes paid 42.4 35.7 23.9 Income tax refunds 0.6 1.3 3.8 During fiscal 2024, treasury stock decreased $20.3 million reflecting the re-issuance of shares upon exercise of stock options, net of shares withheld to satisfy statutory tax obligations, of $21.7 million and restricted stock activity of $3.7 million partially offset by the repurchase of 0.1 million common shares for $5.1 million. During fiscal 2023, treasury stock increased $28.7 million reflecting the repurchase of 1.2 million common shares for $50.1 million partially offset by restricted stock activity of $2.2 million and the re-issuance of shares upon exercise of stock options, net of shares withheld to satisfy statutory tax obligations, of $19.2 million. During fiscal 2022, treasury stock increased $15.0 million reflecting the repurchase of 1.0 million common shares for $42.4 million partially offset by restricted stock activity of $8.1 million and the re-issuance of shares upon exercise of stock options, net of shares withheld to satisfy statutory tax obligations, of $ |
Acquisitions
Acquisitions | 12 Months Ended |
May 31, 2024 | |
Acquisitions | |
Acquisition | 2. Acquisitions Acquisition of Triumph Group’s Product Support Business On March 1, 2024, we completed the acquisition of Triumph Group, Inc.’s Product Support business (“Product Support”) for a purchase price of $725.0 million subject to customary post-closing adjustments for cash, working capital and indebtedness. Product Support is a leading global provider of specialized MRO capabilities for critical aircraft components in the commercial and defense markets, providing MRO services for structural components, engine and airframe accessories, interior refurbishment and wheels and brakes. Product Support also designs proprietary designated engineering representative repairs and parts manufacturer approval parts. Product Support’s results are reported within our Repair & Engineering segment. The purchase price was paid at closing and was funded with debt financing. Transaction costs associated with the acquisition of $21.0 million were expensed as incurred within Selling, general and administrative expenses in fiscal 2024. In connection with the acquisition, we secured commitments for a bridge financing facility (the “Bridge Facility”). No amounts were drawn under the Bridge Facility, which was terminated on March 1, 2024 upon securing permanent debt financing and closing the acquisition. We expensed $6.1 million within Interest expense for the fees associated with the Bridge Facility. We accounted for the acquisition using the acquisition method and included the results of Product Support’s operations in our consolidated financial statements from the effective date of the acquisition. Our consolidated sales and net income for the year ended May 31, 2024 includes $73.0 million and $6.8 million, respectively, from the Product Support acquisition. The amounts recorded for certain assets and liabilities are preliminary in nature and are subject to adjustment as additional information is obtained about their acquisition date fair values. Since the acquisition was only recently completed, the allocation of the purchase price is preliminary and will likely change in future periods as fair value estimates of the assets acquired and liabilities assumed are finalized, including those primarily related to working capital, rotable assets, property and equipment, intangible assets, and taxes. The final determination of the fair values will be completed within the one-year measurement period. The preliminary fair value of assets acquired and liabilities assumed is as follows: Accounts receivable $ 42.2 Contract assets 19.1 Inventory 68.3 Rotable assets 21.0 Property & equipment 36.1 Intangible assets 179.0 Investment in joint venture 17.9 Other assets 4.3 Accounts payable (21.6) Other liabilities (18.6) Net assets acquired 347.7 Goodwill 375.2 Purchase price, net of cash acquired $ 722.9 Acquired amortizable intangible assets include customer relationships of $95.7 million and developed technology of $83.3 million which are being amortized over 12.5 years and 20 years, respectively. The goodwill associated with the Product Support acquisition is deductible for tax purposes and is primarily attributable to the benefits we expect to derive from expected synergies including facility rationalization, complementary products and services, cross-selling opportunities, in-sourcing repair services and intangible assets that do not qualify for separate recognition, such as their assembled workforce. As part of our integration activities, we are consolidating our facility footprint which includes closing our Garden City, New York component repair facility and relocating those operations to certain Product Support facilities. During fiscal 2024, we recognized $0.5 million of facility closure costs including severance and other related costs. We expect to have the transition of the facility’s operations completed in fiscal 2026. The unaudited financial information in the table below summarizes our combined results of operations inclusive of Product Support on a pro forma basis, as though the companies had been combined as of the beginning of fiscal 2023. The pro forma information is presented for informational purposes only and may not be indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the related fiscal periods. The unaudited pro forma financial information for the years ended May 31, 2024 and 2023 includes the business combination accounting effects primarily related to the amortization expense from acquired intangible assets, interest expense from the related debt financing, acquisition-related transaction costs, and related tax effects. For the Year Ended May 31, 2024 2023 Sales $ 2,523.0 $ 2,239.2 Net income 56.0 48.6 Acquisition of Trax USA Corp. On March 20, 2023, we acquired the outstanding shares of Trax USA Corp. (“Trax”) for a purchase price of $120.0 million plus contingent consideration of up to $20.0 million based on Trax’s adjusted revenue in calendar years 2023 and 2024. Trax is a leading provider of aircraft MRO and fleet management software supporting a broad spectrum of maintenance activities for a diverse global customer base of airlines and MROs. The purchase price was paid at closing except for $12.0 million which was placed on deposit with an escrow agent to secure potential indemnification obligations and fund post-closing adjustments for working capital and indebtedness. The post-closing adjustments for working capital and indebtedness were finalized in the three-month period ended November 30, 2023 resulting in a purchase price reduction of $1.8 million. The contingent consideration is based on an adjusted revenue target and requires certain of the former owners’ continued employment through December 31, 2024, and is treated as compensation expense within Selling, general and administrative expenses. The adjusted revenue target is based on revenue recognized under U.S. GAAP adjusted for certain events related to deferred revenue, customer commitments, and other adjustments. Compensation expense recognized in fiscal 2024 and 2023 were $6.3 million and $1.1 million, respectively. We accounted for the acquisition using the acquisition method and included the results of Trax’s operations in our consolidated financial statements from the effective date of the acquisition. Trax’s results are reported within our Integrated Solutions segment. The acquisition was funded using a combination of proceeds from our Revolving Credit Facility and cash on hand. Transaction costs associated with the acquisition of $5.1 million were expensed as incurred. The final fair value of assets acquired and liabilities assumed is as follows: Accounts receivable $ 8.8 Other assets 3.0 Intangible assets 61.7 Deferred revenue (4.1) Deferred tax liabilities (15.1) Other liabilities (4.6) Net assets acquired 49.7 Goodwill 63.8 Purchase price, net of cash acquired $ 113.5 Acquired amortizable intangible assets include customer relationships of $33.6 million and developed technology of $22.0 million which are being amortized over 12 years and 20 years, respectively. Intangible assets also include tradenames of $6.1 million which are indefinite-lived. The goodwill associated with the Trax acquisition is not deductible for tax purposes and is primarily attributable to the benefits we expect to derive from expected synergies including complimentary products and services, cross-selling opportunities and intangible assets that do not qualify for separate recognition, such as their assembled workforce. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
May 31, 2024 | |
Discontinued Operations Disposed Of By Sale [Member] | COCO | |
Discontinued Operations | |
Discontinued Operations | 3. Discontinued Operations During the third quarter of fiscal 2018, we decided to pursue the sale of our Contractor-Owned, Contractor-Operated (“COCO”) business previously included in our Expeditionary Services segment. Due to this strategic shift, the assets, liabilities, and results of operations of our COCO business have been reported as discontinued operations for all periods presented. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate to our continuing operations. Following the sale of the last operating contract of the COCO business in 2020, our continuing involvement in the COCO business is limited to the lease of certain aircraft which is an obligation of the acquirer of the COCO business. The assets and liabilities of our discontinued operations are primarily comprised of right-of-use (“ROU”) assets and lease-related liabilities. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 12 Months Ended |
May 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | 4. Goodwill and Other Intangible Assets, Net During the first quarter of fiscal 2024, our chief operating decision maker (“CODM”) implemented changes in how he organizes the business, allocates resources, and assesses performance. Specifically, this new structure resulted in the separation of our former Aviation Services segment into three new operating segments: Parts Supply, Repair & Engineering, and Integrated Solutions. As of May 31, 2023, we had three reporting units, which included two in our former Aviation Services segment (Aviation Supply Chain and MRO) and one comprised of our Expeditionary Services segment. Subsequent to the segment change, each of our operating segments was comprised of a single reporting unit as the former Aviation Supply Chain reporting unit was separated into Parts Supply and Integrated Solutions reporting units. Effective as of the beginning of fiscal 2024, the Aviation Supply Chain goodwill of $115.6 million was re-assigned to the new reporting units based on their relative fair values with $38.9 million assigned to Parts Supply and $76.7 million assigned to Integrated Solutions. We performed qualitative impairment assessments for the impacted reporting units immediately before and after the reassignment and determined no impairment existed. Changes in the carrying amount of goodwill by segment for fiscal 2024 are as follows: Parts Repair & Integrated Expeditionary Supply Engineering Solutions Services Total Balance as of May 31, 2023 $ 38.9 $ 41.4 $ 76.7 $ 18.8 $ 175.8 Triumph acquisition — 375.2 — — 375.2 Trax acquisition — — 3.3 — 3.3 Foreign currency translation adjustments — — 0.5 — 0.5 Balance as of May 31, 2024 $ 38.9 $ 416.6 $ 80.5 $ 18.8 $ 554.8 We utilized the qualitative assessment approach for all reporting units which considers general economic conditions, industry specific performance, changes in reporting unit carrying values, and assumptions used in the most recent fair value calculation. We concluded it was more likely than not that the fair value of each reporting unit exceeded its carrying value at May 31, 2024, and thus no impairment charges were recorded. Intangible assets, other than goodwill, are comprised of the following: May 31, 2024 Accumulated Gross Amortization Net Amortizable intangible assets: Customer relationships $ 136.2 $ (11.0) $ 125.2 Developed technology 105.3 (2.3) 103.0 241.5 (13.3) 228.2 Unamortized intangible assets: Trademarks 7.2 — 7.2 $ 248.7 $ (13.3) $ 235.4 May 31, 2023 Accumulated Gross Amortization Net Amortizable intangible assets: Customer relationships $ 40.5 $ (5.8) $ 34.7 Developed technology 22.0 (0.2) 21.8 62.5 (6.0) 56.5 Unamortized intangible assets: Trademarks 7.2 — 7.2 $ 69.7 $ (6.0) $ 63.7 Customer relationships are being amortized over 12-20 years and developed technology is being amortized over 20 years. Amortization expense recorded during fiscal 2024, 2023 and 2022 was $7.3 million, $1.3 million, and $1.1 million, respectively. The estimated aggregate amount of amortization expense for intangible assets in each of the next four fiscal years is $16.2 million per year |
Sale of Receivables
Sale of Receivables | 12 Months Ended |
May 31, 2024 | |
Sale of Receivables | |
Sale of Receivables | 5. Sale of Receivables On February 23, 2018, we entered into a Purchase Agreement with Citibank N.A. (“Purchaser”) for the sale, from time to time, of certain accounts receivable due from certain customers (the “Purchase Agreement”). Under the Purchase Agreement, the maximum amount of receivables sold is limited to $150 million and Purchaser may, but is not required to, purchase the eligible receivables we offer to sell. The term of the Purchase Agreement runs through February 22, 2025, but, the Purchase Agreement may be terminated earlier under certain circumstances. The term of the Purchase Agreement is automatically extended for annual terms unless either party provides advance notice that they do not intend to extend the term. We have no retained interests in the sold receivables, other than limited recourse obligations in certain circumstances, and only perform collection and administrative functions for the Purchaser. We account for these receivable transfers as sales under ASC 860, Transfers and Servicing Receivables sold under the Purchase Agreement during fiscal 2024, 2023, and 2022 were $144.4 million, $171.6 million, and $283.3 million, respectively. Amounts remitted to the Purchaser on its behalf during fiscal 2024, 2023, and 2022 were $143.5 million, $173.8 million, and $306.9 million, respectively. As of May 31, 2024 and May 31, 2023, we had collected cash of $0.9 million and $1.3 million, respectively, which was not yet remitted to the Purchaser as of those dates and was classified as Restricted cash on our Consolidated Balance Sheets. We recognize discounts on the sale of our receivables and other fees related to the Purchase Agreement in Other expense, net on our Consolidated Statements of Income. During fiscal 2024, 2023, and 2022, we incurred discounts on the sale of our receivables and other fees of $ 0.7 million, $ 0.6 million, and $0.3 million, respectively. |
Financing Arrangements
Financing Arrangements | 12 Months Ended |
May 31, 2024 | |
Financing Arrangements | |
Financing Arrangements | 6. Financing Arrangements Debt Outstanding A summary of the carrying amount of our debt is as follows: May 31, 2024 2023 Revolving Credit Facility with interest payable monthly $ 447.0 $ 272.0 Senior Notes 550.0 — Debt issuance costs, net (11.6) (2.3) Long-term debt $ 985.4 $ 269.7 Credit Agreement On December 14, 2022, we entered into a new credit agreement with various financial institutions as lenders and Wells Fargo Bank, N.A. as administrative agent for the lenders (the “Credit Agreement”) that included an unsecured revolving credit facility (the “Revolving Credit Facility”) that we can draw upon for working capital and general corporate purposes. In conjunction with the Credit Agreement, we terminated our revolving credit facility under the credit agreement dated April 12, 2011, as amended, (the “2011 Credit Agreement”) with the outstanding borrowings under the 2011 Credit Agreement at the date of its termination rolled over to the Credit Agreement. On March 1, 2024, we entered into an amendment (the “Revolver Amendment”) to our Credit Agreement, which governs the Company’s existing revolving credit facility (the revolving credit facility as amended by the Revolver Amendment, the “Amended Revolving Credit Facility”). Among other things, the Revolver Amendment (i) increased the aggregate commitments under the Amended Revolving Credit Facility to $825.0 million from $620 million under the Revolving Credit Facility, (ii) increased the maximum leverage ratio permitted under the financial covenants applicable to the Amended Revolving Credit Facility and (iii) included an additional pricing level that will increase the applicable interest rate margins on the Amended Revolving Credit Facility to 250 basis points (in the case of secured overnight financing rate (“SOFR”)) and 150 basis points (in the case of Base Rate loans) if our adjusted total debt to EBITDA ratio exceeds 3.75 Under certain circumstances, we may request an increase to the lending commitments under the Credit Agreement by an aggregate amount of up to $300 million, not to exceed $1,125 million in total. The Credit Agreement expires on December 14, 2027. Borrowings under the Credit Agreement bear interest at an applicable variable rate based on SOFR plus 112.5 to 250 basis points based on certain financial measurements plus 10 basis points if a SOFR loan, or at the offered fluctuating Base Rate plus 12.5 to 150 basis points based on certain financial measurements if a Base Rate loan. Borrowings outstanding under the Amended Revolving Credit Facility at May 31, 2024 were $447.0 million and there were approximately $10.9 million of outstanding letters of credit, which reduced the availability of this facility to $367.1 million. Our Credit Agreement requires us to comply with leverage and interest coverage ratios and comply with certain affirmative and negative covenants, including those relating to financial reporting and notification, compliance with applicable laws, and limitations on additional liens, indebtedness, acquisitions, investments and disposition of assets. Our Credit Agreement also requires our significant domestic subsidiaries to provide a guarantee of payment under the Credit Agreement. Senior Notes On March 1, 2024, we issued $550.0 million aggregate principal amount of 6.75% Senior Notes due 2029 (the “Notes”) to fund a portion of the purchase price for the acquisition of the Product Support business. The Notes were issued pursuant to an indenture (the “Base Indenture”), dated as of March 1, 2024, between us and Wilmington Trust, National Association (the “Trustee”), as trustee, and a First Supplemental Indenture, dated as of March 1, 2024 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among us, the Note Guarantors (as defined below) and the Trustee. Our domestic subsidiaries that guarantee the Amended Revolving Credit Facility (collectively, the “Note Guarantors”) guaranteed (the “Note Guarantees”) all of the Company’s obligations under the Notes and the Indenture. The Notes and the Note Guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”). The Notes bear interest at a rate of 6.75% per year, payable semiannually in cash in arrears on March 15 and September 15 of each year, commencing September 15, 2024. The Notes will mature on March 15, 2029. At any time prior to March 15, 2026, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus an applicable “make-whole” premium. At any time prior to March 15, 2026, the Company may also redeem up to 40% of the Notes with net cash proceeds of certain equity offerings at a redemption price equal to 106.75% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after March 15, 2026, the Company may redeem the Notes, in whole or in part, at specified redemption prices if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2026 103.375 % 2027 101.688 % 2028 and thereafter 100.000 % The Notes are jointly and severally guaranteed by each of the Note Guarantors. The Notes and the Note Guarantees are the general unsecured obligations of us or each of the Note Guarantors and, as applicable, (i) rank equal in right of payment to all of our or such Note Guarantor’s existing and future senior indebtedness, (ii) rank senior in right of payment to all of our or such Note Guarantor’s obligations that are, by their terms expressly subordinated in right of payment to the Notes or the Note Guarantees, (iii) are effectively subordinated to all of our or such Note Guarantor’s secured indebtedness, to the extent of the value of the assets securing such indebtedness and (iv) in the case of the Note Guarantees, are structurally subordinated to indebtedness and other liabilities of our subsidiaries that are not Note Guarantors. The Indenture contains customary covenants, including limitations on the ability of us and our restricted subsidiaries to (i) incur debt, certain disqualified stock and preferred stock, (ii) create liens, (iii) pay dividends or distributions or redeem or repurchase equity, (iv) prepay subordinated debt or make certain investments, (v) transfer and sell assets, (vi) engage in consolidations, mergers or dispositions of all or substantially all of our or their assets, (vii) enter into agreements that restrict dividends, loans and other distributions from subsidiaries and (viii) enter into transactions with affiliates. These covenants are subject to a number of important exceptions and qualifications described in the Indenture. In addition, the Indenture contains a number of customary events of default, including, among other things, payment default, failure to comply with covenants or agreements contained in the Indenture or the Notes and certain provisions related to bankruptcy events. On October 18, 2017, we entered into a Credit Agreement with the Canadian Imperial Bank of Commerce, as lender (the “Credit Agreement”). The Credit Agreement provided a Canadian $31 million term loan with the proceeds used to fund the acquisition of two MRO facilities in Canada from Premier Aviation. The term loan was paid in full at the expiration of the Credit Agreement on November 1, 2021. At May 31, 2024, our variable and fixed rate debt had a fair value that approximates their carrying values and is classified as Level 3 in the fair value hierarchy as their fair values are determined based upon one or more significant unobservable inputs. At May 31, 2024, we were in compliance with the financial and other covenants in our financing agreements. Borrowing activity under the Credit Agreement during fiscal 2024, 2023 and 2022 is as follows: For the Year Ended May 31, 2024 2023 2022 Maximum amount borrowed $ 577.0 $ 350.0 $ 124.5 Average daily borrowings 386.3 210.2 105.9 Average interest rate during the year 6.69 % 5.11 % 1.09 % We also have $ 9.4 million available under foreign lines of credit as of May 31, 2024. |
Equity
Equity | 12 Months Ended |
May 31, 2024 | |
Equity | |
Equity | 7. Equity Stock-Based Compensation We grant stock-based awards under the AAR CORP. 2013 Stock Plan, as Amended and Restated Effective July 13, 2020 (the “2013 Stock Plan”) which has been approved by our stockholders. Under the 2013 Stock Plan, we are authorized to issue stock options to employees and non-employee directors that allow the grant recipients to purchase shares of common stock at a price not less than the fair market value of the common stock on the date of grant. Generally, stock options awarded expire ten years from the date of grant and are exercisable in three annual increments commencing one year after the date of grant. In addition to stock options, the 2013 Stock Plan also provides for the grant of time-based restricted stock awards and performance-based restricted stock awards. The 2013 Stock Plan also provides for the grant of stock appreciation units and restricted stock units; however, to date, no such awards have been granted. Restricted stock grants (whether time-based or performance-based) are designed, among other things, to align employee interests with the interests of stockholders and to encourage the recipient to build a career with us. Restricted stock typically vests over periods of one Substantially all stock options and restricted stock are subject to forfeiture prior to vesting if the employee’s employment terminates for any reason other than death, disability or retirement. Under the 2013 Stock Plan, we have granted a total of 6,291,628 shares, and there were 2,268,156 shares available for grant as of May 31, 2024. Stock Options During fiscal 2024, 2023, and 2022, we granted stock options with respect to 141,545 shares, 221,900 shares and 144,815 shares, respectively. The weighted average fair value per share of stock options granted during fiscal 2024, 2023 and 2022 was $25.31, $17.61 and $13.42, respectively. The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions: Stock Options Granted In Fiscal Year 2024 2023 2022 Risk-free interest rate 4.1 % 3.1 % 0.8 % Expected volatility of common stock 42.3 % 42.2 % 41.6 % Dividend yield 0.0 % 0.0 % 0.8 % Expected option term in years 5.1 5.2 5.3 The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on historical volatility of our common stock, and the expected option term represents the period of time that the stock options granted are expected to be outstanding based on historical exercise trends. The dividend yield represents our anticipated cash dividends at the grant date over the expected option term. A summary of stock option activity for the three years ended May 31, 2024 consisted of the following (shares in thousands): 2024 2023 2022 Weighted Weighted Weighted Average Average Average Shares Exercise Price Shares Exercise Price Shares Exercise Price Outstanding at beginning of year 1,573 $ 33.24 2,045 $ 29.86 2,612 $ 28.34 Granted 142 58.27 222 41.88 145 37.84 Exercised (706) 30.67 (631) 25.31 (686) 25.53 Cancelled (5) 48.40 (63) 33.25 (26) 36.17 Outstanding at end of year 1,004 $ 38.49 1,573 $ 33.24 2,045 $ 29.86 Options exercisable at end of year 696 $ 33.95 1,018 $ 35.09 1,189 $ 33.57 The weighted-average remaining term (in years) for options outstanding at the end of the year was 6.4 5.5 The total fair value of stock options that vested during fiscal 2024, 2023, and 2022 was $3.3 million, $3.6 million, and $4.3 million, respectively. The total intrinsic value of stock options exercised during fiscal 2024, 2023, and 2022 was $22.5 million, $15.5 million, and $14.4 million, respectively. The aggregate intrinsic value of options outstanding was $32.7 million and $26.6 million as of May 31, 2024 and 2023, respectively. Expense recognized in Selling, general and administrative expenses for stock options during fiscal 2024, 2023, and 2022 was $3.0 million, $3.5 million, and $3.8 million, respectively. As of May 31, 2024, we had $3.7 million of unrecognized compensation expense related to stock options that will be expensed over an average period of 1.7 years. Restricted Stock We provide executives and other key employees an opportunity to be awarded performance-based and time-based restricted stock. The fair value of restricted shares is the market value of our common stock on the date of grant. The performance-based awards are contingent upon the achievement of certain objectives, which generally include cumulative income, average return on capital, and relative total shareholder return over a three-year performance period. Performance-based restricted shares of 81,100, 74,660, and 43,010 were granted to executives and key employees during fiscal 2024, 2023 and 2022, respectively. Time-based restricted shares of 111,018, 93,450, and 260,742 were granted to executives and key employees during fiscal 2024, 2023, and 2022, respectively. We also award time-based restricted stock to our non-employee directors as part of their annual compensation. Time-based restricted shares of 23,888, 28,851, and 32,307 were granted to members of the Board of Directors during fiscal 2024, 2023, and 2022, respectively. Restricted share activity during fiscal 2024 was as follows (shares in thousands): Weighted Average Number of Fair Value Shares on Grant Date Nonvested at May 31, 2023 572 $ 43.92 Granted 192 57.53 Vested (125) 24.56 Forfeited (3) 46.58 Nonvested at May 31, 2024 636 48.84 Expense recognized in Selling, general and administrative expenses for all restricted share programs during fiscal 2024, 2023, and 2022 was $12.3 million, $10.0 million, and $4.4 million, respectively. As of May 31, 2024 we had $12.9 million of unearned compensation related to restricted shares that will be expensed over a weighted average period of 1.5 years. |
Income Taxes
Income Taxes | 12 Months Ended |
May 31, 2024 | |
Income Taxes | |
Income Taxes | 8. Income Taxes The provision for income tax on income from continuing operations includes the following components: For the Year Ended May 31, 2024 2023 2022 Current: Federal $ 21.0 $ 25.9 $ 11.0 State 4.0 2.9 2.6 Foreign 7.5 4.8 4.3 32.5 33.6 17.9 Deferred (20.5) (2.2) 8.7 $ 12.0 $ 31.4 $ 26.6 The reconciliation from the U.S. federal statutory income tax rate of 21.0% to our effective income tax rate is as follows: For the Year Ended May 31, 2024 2023 2022 Provision for income tax at the federal statutory rate 21.0 % 21.0 % 21.0 % Pension settlement (8.6) — — Tax benefit from stock-based compensation (5.1) (2.0) (2.0) Non-deductible compensation 4.4 2.8 1.1 State income taxes, net of federal benefit 5.0 2.6 4.9 Other 3.9 1.5 0.3 Effective income tax rate 20.6 % 25.9 % 25.3 % Income before provision for income taxes includes the following components: For the Year Ended May 31, 2024 2023 2022 Domestic $ 14.6 $ 87.7 $ 77.1 Foreign 43.7 33.5 28.0 $ 58.3 $ 121.2 $ 105.1 Our foreign earnings are comprised primarily of the results of our operations in Canada and Europe. Deferred tax assets and liabilities result primarily from the differences in the timing of the recognition of transactions for financial reporting and income tax purposes. Our deferred tax assets and liabilities consist of the following components: May 31, 2024 2023 Deferred tax assets: Operating lease liabilities $ 25.6 $ 17.8 Employee and retirement benefits 9.0 8.0 State net operating losses 6.2 6.9 Other 6.9 4.4 Total deferred tax assets 47.7 37.1 Deferred tax liabilities: ROU operating lease assets (26.5) (18.6) Intangible assets (24.9) (27.3) Tangible assets (15.2) (19.5) Other (5.0) (5.3) Total deferred tax liabilities (71.6) (70.7) Net deferred tax liabilities $ (23.9) $ (33.6) As of May 31, 2024, we have determined that the realization of our deferred tax assets is more likely than not and that a valuation allowance is not required. Our net operating losses have carry forward periods that range from 5 to 20 years. Our history of operating earnings, our expectations for continued future earnings, the nature of certain of our deferred tax assets and the scheduled reversal of deferred tax liabilities, primarily related to depreciation, support the recoverability of the majority of the deferred tax assets. Income tax receivable was $13.2 million and $6.8 million at May 31, 2024 and 2023, respectively, and was included in Prepaid expenses and other current assets on the Consolidated Balance Sheet. Our federal income tax returns for fiscal years 2021 and subsequent are open for examination. Various states and foreign jurisdictions also remain open subject to their applicable statute of limitations. |
Earnings per Share
Earnings per Share | 12 Months Ended |
May 31, 2024 | |
Earnings per Share | |
Earnings per Share | 9. Earnings Per Share The computation of basic earnings per share is based on the weighted average number of common shares outstanding during each period. The computation of diluted earnings per share is based on the weighted average number of common shares outstanding during the period plus, when their effect is dilutive, incremental shares consisting of shares subject to stock options and shares issuable upon vesting of restricted stock awards. In accordance with ASC 260-10-45, Share-Based Payment Arrangements and Participating Securities and the Two-Class Method The following tables provide a reconciliation of the computations of basic and diluted earnings per share information for each of the years in the three-year period ended May 31, 2024 (shares in millions). For the Year Ended May 31, 2024 2023 2022 Basic and Diluted EPS: Income from continuing operations $ 46.3 $ 89.8 $ 78.5 Less income attributable to participating shares (0.5) (1.1) (0.6) Income from continuing operations attributable to common stockholders 45.8 88.7 77.9 Income from discontinued operations attributable to common stockholders — 0.4 0.2 Net income attributable to common stockholders for earnings per share $ 45.8 $ 89.1 $ 78.1 Weighted average common shares outstanding – basic 35.1 34.7 35.6 Additional shares from assumed exercise of stock options 0.3 0.4 0.4 Weighted average common shares outstanding – diluted 35.4 35.1 36.0 Earnings per share – basic: Earnings from continuing operations $ 1.30 $ 2.55 $ 2.19 Income from discontinued operations — 0.01 0.01 Earnings per share - basic $ 1.30 $ 2.56 $ 2.20 Earnings per share – diluted: Earnings from continuing operations $ 1.29 $ 2.52 $ 2.16 Income from discontinued operations — 0.01 0.01 Earnings per share - diluted $ 1.29 $ 2.53 $ 2.17 At May 31, 2024, no stock options were determined to be anti-dilutive. At May 31, 2023 and 2022, respectively, the potential dilutive effect of 197,300 and 229,800 shares of common stock were not included in the computation of diluted earnings per share, because the exercise price of these options was greater than the average market price of the common shares for the year then ended. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
May 31, 2024 | |
Employee Benefit Plans | |
Employee Benefit Plans | 10. Employee Benefit Plans Defined Benefit Plans Prior to January 1, 2000, the pension plan for substantially all domestic salaried and non-union hourly employees (“U.S. Retirement Plan”) had a benefit formula based primarily on years of service and compensation. Effective January 1, 2000, we converted the U.S. Retirement Plan to a cash balance pension plan with the retirement benefit expressed as a dollar amount in an account that grew with annual pay-based credits and interest on the account balance. Effective June 1, 2005, the U.S. Retirement Plan was frozen and the annual pay-based credits were discontinued. Prior to May 31, 2022, our domestic plans also include a defined benefit pension plan for certain union hourly employees in which benefits are based primarily on a fixed amount per year of service (“Union Plan”). The Union Plan was frozen in fiscal 2018. Effective May 31, 2022, our Union and U.S. Retirement Plans were merged (collectively, the “Merged U.S. Plan”). During the three-month period ended August 31, 2023, we settled all future obligations under the Merged U.S. Plan. The settlement included a combination of lump-sum payments to participants who elected to receive them and the transfer of the remaining benefit obligations to a third-party insurance company under group annuity contracts. The purchase of the group annuity contracts was funded directly by assets of the Merged U.S. Plan and required no additional cash or asset contributions from us. As a result of the settlements, we recognized a non-cash, pre-tax pension settlement charge of $26.7 million ($16.1 million after-tax) related to the accelerated recognition of all unamortized net actuarial losses in Accumulated other comprehensive loss. Surplus plan assets remained after the settlement and have been primarily used to fund certain contributions associated with one of our qualified 401(k) plans. Surplus plan assets not used for these 401(k) contributions would be subject to a 20% excise tax upon withdrawal. As of May 31, 2024, our Consolidated Balance Sheet included $5.1 million of remaining surplus plan assets. We expect to utilize $3.6 million in fiscal 2025 to fund our non-elective, discretionary contributions to the 401(k) plan. This amount is presented within Prepaid expenses and other current assets our Consolidated Balance Sheet with the remainder of the surplus plan assets presented within Other non-current assets. We also have a defined benefit pension plan covering certain employees in the Netherlands (“Netherlands Plan”). Benefit formulas are generally based on years of service and compensation. Effective January 1, 2022, the Netherlands Plan was frozen and any benefits subsequent to that date are earned by participants in a multi-employer defined contribution plan with the premiums charged to us determined by the third-party pension fund who administers the multi-employer plan. Pension expense in fiscal 2024, 2023, and 2022 for this defined contribution plan was $1.3 million, $1.2 million, and $0.5 million, respectively. The change to our projected benefit obligation and the fair value of our plan assets for our Netherlands plan for the two years ended May 31, 2024 was as follows: For the Year Ended May 31, 2024 2023 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 51.3 $ 56.4 Service cost 0.2 0.2 Interest cost 1.9 1.5 Net actuarial loss ( gain) 0.4 (4.6) Benefits and administrative payments (2.0) (1.5) Foreign currency translation adjustment 0.9 (0.7) Projected benefit obligation at end of year $ 52.7 $ 51.3 Change in the fair value of plan assets: Fair value of plan assets at beginning of year $ 50.2 $ 57.2 Actual return on plan assets 2.2 (4.8) Benefits and administrative payments (2.0) (1.5) Foreign currency translation adjustment 1.0 (0.7) Fair value of plan assets at end of year $ 51.4 $ 50.2 Funded status at end of year $ (1.3) $ (1.1) Accumulated other comprehensive loss $ 6.8 $ 6.3 Accumulated benefit obligation $ 50.6 $ 48.6 The funded status of our Netherlands plan is recognized in Other liabilities on our Consolidated Balance Sheets. Net Periodic Benefit Cost Pension benefit charged to the Consolidated Statements of Income for our Netherlands plan includes the following components: For the Year Ended May 31, 2024 2023 2022 Service cost $ 0.2 $ 0.2 $ 1.2 Interest cost 1.9 1.5 1.0 Expected return on plan assets (2.4) (2.1) (2.5) Recognized net actuarial loss — — 0.2 $ (0.3) $ (0.4) $ (0.1) The non-service cost components above are classified in Other income (expense), net on the Consolidated Statements of Income. Assumptions The assumptions used in accounting for the Netherlands Plan are estimates of factors including, among other things, the amount and timing of future benefit payments. The discount rate was determined by discounting the expected future benefit payments and settlements for the projected benefit obligation, discounting those expected payments using a theoretical zero-coupon spot yield curve derived from a universe of high-quality bonds as of the measurement date and solving for the single equivalent discount rate that resulted in the same projected benefit obligation. The discount rate assumptions used in the measurement of the Netherlands projected benefit obligations were 3.60% and 3.70% at May 31, 2024 and 2023, respectively. The discount rate assumptions used to determine the Netherlands Plan net periodic pension expense were 3.70%, 2.80%, and 1.20% for fiscal 2024, 2023, and 2022, respectively. The expected long-term rate of return on Netherlands Plan assets were 4.80%, 3.90%, and 3.30% for fiscal 2024, 2023, and 2022, respectively. Plan Assets The assets of the Netherlands Plan are primarily invested in funds-of-funds where each fund holds a portfolio of equity and fixed income mutual funds. To develop our expected rate of return assumption, we use long-term historical return information for our targeted asset mix and current market conditions as of the measurement date. The expected return for each asset class is weighted based on the target asset allocation to develop the expected long-term rate of return on plan assets assumption. The following table sets forth by level, within the fair value hierarchy, the Netherlands Plan assets at their fair value as of May 31, 2024: Level 2 (1) Level 3 (2) Total Funds-of-funds $ 40.7 $ — $ 40.7 Insurance annuities — 10.7 10.7 $ 40.7 $ 10.7 $ 51.4 The following table sets forth by level, within the fair value hierarchy, the Netherlands Plan assets at their fair value as of May 31, 2023: Level 2 (1) Level 3 (2) Total Funds-of-funds $ 39.9 $ — $ 39.9 Insurance annuities — 10.3 10.3 $ 39.9 $ 10.3 $ 50.2 (1) Inputs other than quoted prices in active markets for identical assets that are directly observable for the asset or indirectly observable through corroboration with observable market data. (2) Unobservable inputs, such as internally developed pricing models or third party valuations for the asset due to little or no market activity for the asset. The entirety of the change in Level 3 pension assets is attributable to the return on the assets Valuation Techniques Used to Determine Fair Value Equity and fixed income mutual funds are maintained by investment companies that hold certain investments in accordance with a stated set of fund objectives, which are consistent with our overall investment strategy. The values of some of these funds are publicly quoted. As certain of our funds-of-funds investments are also derived from quoted prices in active markets, we have categorized certain funds-of-funds investments as Level 2. Insurance annuities require the utilization of unobservable inputs, including undiscounted cash flow techniques which results in Level 3 treatment in the fair value hierarchy. Future Benefit Payments and Funding The following table summarizes our estimated future pension payments by fiscal year: Fiscal Year 2030 to 2025 2026 2027 2028 2029 2034 Estimated future pension payments $ 2.1 $ 2.2 $ 2.2 $ 2.3 $ 2.3 $ 12.0 For our Netherlands Plan, our policy is to fund at least the minimum amount required by the local laws and regulations. We anticipate contributing approximately $0.4 U.S. Defined Contribution Plans Our U.S. defined contribution plans are intended to qualify as a 401(k) plans under the Internal Revenue Code. Employees may contribute up to 75% of their pretax compensation, subject to applicable regulatory limits and we may make matching contributions up to 6% of employee compensation. For participants hired prior to January 1, 2020, retirement contributions (based upon a participant’s age plus service) ranging from 0.5% to 4.0%, may also be contributed to a participant’s account at our discretion. Our contributions vest on a pro-rata basis during the first three years of employment. We also maintain a non-qualified retirement plan that makes up 401(k) benefits that would otherwise be lost as a result of Internal Revenue Code limits and provides additional employer contributions for certain executives and key employees to supplement the benefits provided by the defined contribution plans. Expense recognized in the Consolidated Statements of Income for our matching contributions during fiscal 2024, 2023, and 2022 was $8.5 million, $7.5 million, and $7.3 million, respectively. Expense recognized in the Consolidated Statements of Income for our non-elective, discretionary contributions during fiscal 2024, 2023, and 2022 was $3.7 million, $3.8 million, and $0.2 million, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
May 31, 2024 | |
Accumulated Other Comprehensive Loss | |
Accumulated Other Comprehensive Loss | 11. Accumulated Other Comprehensive Loss Changes in our accumulated other comprehensive loss (“AOCL”) by component for each of the years in the three-year period ended May 31, 2024 were as follows (all amounts are net of tax): Currency Translation Adjustments Pension Plans Total Balance as of June 1, 2021 $ 3.9 $ (22.2) $ (18.3) Other comprehensive loss before reclassifications (6.7) 4.6 (2.1) Amounts reclassified from AOCL — 0.8 0.8 Total other comprehensive income (loss) (6.7) 5.4 (1.3) Balance as of May 31, 2022 (2.8) (16.8) (19.6) Other comprehensive income (loss) before reclassifications (2.9) 0.7 (2.2) Amounts reclassified from AOCL — (1.7) (1.7) Total other comprehensive income (loss) (2.9) (1.0) (3.9) Balance as of May 31, 2023 (5.7) (17.8) (23.5) Other comprehensive income before reclassifications 0.2 (0.3) (0.1) Amounts reclassified from AOCL — 14.8 14.8 Total other comprehensive income 0.2 14.5 14.7 Balance as of May 31, 2024 $ (5.5) $ (3.3) $ (8.8) |
Other Non-current Assets
Other Non-current Assets | 12 Months Ended |
May 31, 2024 | |
Other Non-current Assets | |
Other Non-current Assets | 12. Other Non-current Assets At May 31, 2024 and 2023, other non-current assets consisted of the following: May 31, 2024 2023 License fees, net $ 51.8 $ 39.6 Investments in joint ventures 35.8 16.6 Contract assets 24.6 27.5 Assets under deferred compensation plan 18.9 15.2 Debt and equity investments 14.4 11.4 Pension assets 1.5 8.7 Other 8.6 8.8 $ 155.6 $ 127.8 Investment in Indian Joint Venture Our investments in joint ventures include $10.1 million for our 40% ownership interest in a joint venture in India to operate an airframe maintenance facility at May 31, 2024. We guarantee 40% of the Indian joint venture’s debt and have recognized a guarantee liability of $9.4 million as of May 31, 2024. Each of the partners in the Indian joint venture also has a loan to the joint venture proportionate to its equity ownership. In addition to the net equity investment of $6.5 million, our investment in the Indian joint venture includes $3.6 million for our loan to the joint venture as of May 31, 2024. We account for our share of the earnings or losses of the Indian joint venture using the equity method with a reporting lag of two months, as the financial statements of the Indian joint venture are not completed on a timely basis that is sufficient for us to apply the equity method on a current basis. Our share of the Indian joint venture’s gains (losses) for fiscal 2024, 2023, and 2022 were $0.2 million, $(2.7) million, and $(1.8) million, respectively. We are currently evaluating a potential exit from our investment in the Indian joint venture. Investment in AAR Sumisho Aviation Services (ASAS) Our investments in joint ventures include a 50% ownership interest in a joint venture to provide aviation aftermarket supply chain solutions to Japanese defense and global commercial markets. Each of the partners in the ASAS joint venture have provided financial guarantees to third - parties to guarantee the payments for ASAS’s financing arrangements, including inventory purchases. No liabilities have been recognized on the outstanding guarantees. We are unable to estimate our maximum exposure under these guarantees as they are largely dependent on the volume of inventory purchase orders outstanding. Our sales to the ASAS joint venture, including service fees earned by us on providing support to the ASAS joint venture, were $4.9 million, $1.5 million, and $1.0 million for fiscal 2024, 2023, and 2022, respectively. Investments in Aircraft Joint Ventures Under the terms of servicing agreements with certain of our aircraft joint ventures, we provide administrative services and technical advisory services, including aircraft evaluations, oversight and logistical support of the maintenance process and records management. We also provide evaluation and inspection services prior to the purchase of an aircraft and remarketing services with respect to the divestiture of aircraft by the joint ventures. During fiscal 2024, 2023, and 2022, we were paid $1.6 million, $1.0 million, and $1.1 million, respectively, for such services. In the fourth quarter of fiscal 2022, we acquired an aircraft and two engines from one of our aircraft joint ventures for $16.8 million, net of $0.2 million in remarketing fees earned on the purchase, and then sold the assets for $17.0 million. License Fees In June 2011, we entered into a ten-year agreement with Unison Industries (“Unison”) to be the exclusive worldwide aftermarket distributor for Unison’s electrical components, sensors, switches and other systems for aircraft and industrial uses. In June 2020, we entered into an extension and expansion of our agreement with Unison including a new termination date of December 31, 2031, an initial $25.0 million license fee paid in June 2020 to Unison, and annual license fees at a fixed percentage of our net sales of Unison products. The June 2020 payment of $25.0 million was capitalized and is being amortized on a straight-line basis over the term of the new agreement. In September 2022, we entered into another amendment of our agreement with Unison to include a one-year extension of the termination date to December 31, 2032, an $18.0 million license fee paid in September 2022, and an increase to the fixed percentage of annual license fees for our net sales of Unison products. The September 2022 payment of $18.0 million relates to specific product lines and is being amortized on a straight-line basis over the non-cancellable license period applicable to these product lines. As of May 31, 2024, the unamortized balance of the license is $33.0 million. |
Leases
Leases | 12 Months Ended |
May 31, 2024 | |
Leases | |
Leases | 13. Leases We lease land, facilities, offices, vehicles, and equipment. We determine at inception whether an arrangement that provides us control over the use of an asset is a lease. ROU assets and lease liabilities are recognized on the Consolidated Balance Sheets at lease commencement date based on the present value of the future minimum lease payments over the lease term. Our lease agreements do not provide a readily determinable implicit rate nor is it available to us from our lessors. We estimate our incremental borrowing rate based on information available at lease commencement in order to discount lease payments to present value. Our lease costs are allocated over the remaining lease term on a straight-line basis unless another systematic or rational basis is more representative of the pattern in which the underlying asset is expected to be used. Variable lease costs are expensed in the period in which the obligation for those payments are incurred. ROU assets are evaluated for impairment in a manner consistent with the treatment of other long-lived assets. We elected the practical expedients to not separate lease and non-lease components for both lessee and lessor relationships and to not apply the recognition requirements to leases with terms of twelve months or less. Certain leases include options to renew or extend the terms of the lease, which are included in the determination of the ROU assets and lease liabilities when it is reasonably certain that the option will be exercised. Our leases may also include variable lease payments such as escalation clauses based on consumer price index rates, maintenance costs and utilities. Variable lease payments that depend on an index or a rate are included in the determination of ROU assets and lease liabilities using the index or rate at the lease commencement date, whereas variable lease payments that do not depend on an index or rate are recorded as lease expense in the period incurred. Our lease agreements do not contain any significant residual value guarantees or restrictive covenants. The summary of our operating lease cost is as follows: For the Year Ended May 31, 2024 2023 2022 Operating lease cost $ 23.9 $ 20.3 $ 20.8 Short-term lease cost 6.6 5.9 2.2 Variable lease cost 5.4 3.2 9.2 $ 35.9 $ 29.4 $ 32.2 With the exception of a land lease for one of our airframe maintenance facilities that expires in 2108, our operating leases expire at various dates through 2045. Excluding leases related to our discontinued operations, maturities of our operating lease payments as of May 31, 2024 are as follows: 2025 $ 16.7 2026 12.8 2027 10.8 2028 9.8 2029 7.4 Thereafter 88.8 Total undiscounted payments 146.3 Less: Imputed interest (52.8) Present value of minimum lease payments 93.5 Less: Operating lease liabilities – current (13.2) Operating lease liabilities – non-current $ 80.3 The current portion of operating lease liabilities are presented within Accrued liabilities on our Consolidated Balance Sheets. Excluding leases related to our discontinued operations, our weighted-average remaining lease term and weighted-average discount rate are as follows: May 31, 2024 2023 Remaining lease term 12.0 years 6.9 years Discount rate 5.9% 3.8% Supplemental cash flow information related to leases was as follows: For the Year Ended May 31, 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities $ 16.4 $ 14.5 $ 14.1 Operating lease liabilities arising from obtaining ROU assets 42.0 4.5 9.5 |
Commitments
Commitments | 12 Months Ended |
May 31, 2024 | |
Commitments | |
Commitments | 14. Commitments We enter into purchase obligations, which arise in the ordinary course of business and represent a binding commitment to acquire inventory, including raw materials, parts and components, as well as equipment to support the operations of our business. The aggregate amount of purchase obligations due in each of the next five fiscal years is $527.5 million in 2025, $98.3 million in 2026, $27.0 million in 2027, $2.4 million in 2028 and $0.8 million in 2029. We routinely issue letters of credit and performance bonds in the ordinary course of our business. These instruments are typically issued in conjunction with insurance contracts or other business requirements. The total of these instruments outstanding at May 31, 2024 was approximately $22.5 million which includes $12.9 million related to a guarantee of 40% of the outstanding debt of our Indian joint venture. |
Government Subsidies
Government Subsidies | 12 Months Ended |
May 31, 2024 | |
Government Subsidies | |
Government Subsidies | 15. Government Subsidies We receive grants from certain governments in exchange for compliance with certain conditions relating to our activities in a specific jurisdiction. Grants can be structured to encourage investment, job creation, job retention, employee training, and other related activities. We recognize government grants when there is reasonable assurance that we will comply with the conditions of the grant and the grant is received or is probable of receipt and the amount is determinable. Government grants are recorded as a reduction to the related expense to which the grant relates in our Consolidated Statement of Income. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in the U.S. in response to the COVID-19 pandemic. The CARES Act includes provisions relating to refundable payroll tax credits, deferral of the employer portion of certain payroll taxes, net operating loss carrybacks, and other areas. The payroll tax deferral required that the deferred payroll taxes be paid over two years, with the first half, or $6.2 million, paid in December 2021 and the other half paid in December 2022. Other countries have enacted legislation similar to the CARES Act to provide relief and stimulus measures to assist companies in mitigating the financial impact from COVID-19 and supporting their employees. In fiscal 2023 and 2022, our foreign subsidiaries recognized subsidies of $1.6 million and $4.9 million, respectively, from foreign governments which have been deducted from the related expenses on our Consolidated Statements of Income. We have a government grant that is used to support job training and workforce development costs at one of our U.S. airframe maintenance facilities. For this grant, we recognized contra-expense within Cost of sales and Selling, general and administrative expenses of $1.5 million and $0.2 million, respectively, in fiscal 2024. In fiscal 2023, we recognized contra-expense within Cost of sales and Selling, general and administrative expenses of $2.4 million and $0.3 million, respectively. |
Sale of Composites Business
Sale of Composites Business | 12 Months Ended |
May 31, 2024 | |
Disposed of by sale | Composites Business [Member] | |
Sale of Composites Business | |
Sale of Composites Business | 16. Sale of Composites Business On August 31, 2020, we completed the sale of our aerostructures and aerospace products operations located in Clearwater, Florida and Sacramento, California (“Composites”). The Composites business was formerly included in our Expeditionary Services segment. We recognized a loss on the sale of the Composites business of $19.5 million in the first quarter of fiscal 2021. In the fourth quarter of fiscal 2021, the post-closing working capital adjustment was finalized resulting in an additional loss of $0.7 million. The sale also included contingent consideration of up to $6.5 million based on the achievement of sales targets over a three-year period subsequent to the sale. We recognized a charge of $1.3 million in the three-month period ended November 30, 2021 to reflect the fair value of the contingent consideration at zero as it was unlikely the sales targets would be achieved. |
Business Segment Information
Business Segment Information | 12 Months Ended |
May 31, 2024 | |
Business Segment Information | |
Business Segment Information | 17. Business Segment Information During the first quarter of fiscal 2024, our chief operating decision maker (“CODM”) implemented changes in how he organizes the business, allocates resources, and assesses performance. Specifically, this new structure resulted in the separation of our former Aviation Services segment into three new operating segments: Parts Supply, Repair & Engineering, and Integrated Solutions. In conjunction with the re-alignment, our CODM now evaluates each segment’s performance based on operating income instead of gross profit as our CODM believes operating income is a more comprehensive profitability measure for each operating segment. Our previously reported segment financial information has been recast to conform to our new segment structure. The change in our operating segments had no impact on our previously reported consolidated results of operations, financial condition, or cash flows. Our operating segments are comprised of: ● Parts Supply, primarily consisting of our sales of used serviceable engine and airframe parts and components and distribution of new parts; ● Repair & Engineering, primarily consisting of our maintenance, repair, and overhaul services across airframes and components, including landing gear; ● Integrated Solutions, primarily consisting of our fleet management and operations of customer-owned aircraft, customized performance-based supply chain logistics programs in support of the U.S. Department of Defense , U.S. Department of State, and foreign governments, flight hour component inventory and repair programs for commercial airlines, and integrated software solutions, including Trax; and ● Expeditionary Services, primarily consisting of products and services supporting the movement of equipment and personnel by the U.S. and foreign governments and non-governmental organizations with sales derived from the engineering, design, integration, and manufacture of pallets, shelters, and containers. The Company has not aggregated operating segments for purposes of identifying reportable segments. Inter-segment sales are recorded at fair value, which results in intercompany profit on inter-segment sales that is eliminated in consolidation. Corporate selling, general and administrative expenses include centralized functions such as legal, finance, treasury and human resources with a portion of the costs allocated to our operating segments. Selected financial information for each segment is as follows: For the Year Ended May 31, 2024 Third-Party Inter-segment Total Sales Sales Sales Parts Supply $ 967.0 $ 8.6 $ 975.6 Repair & Engineering 640.1 87.8 727.9 Integrated Solutions 641.9 0.9 642.8 Expeditionary Services 69.9 — 69.9 $ 2,318.9 $ 97.3 $ 2,416.2 For the Year Ended May 31, 2023 Third-Party Inter-segment Total Sales Sales Sales Parts Supply $ 818.4 $ 19.3 $ 837.7 Repair & Engineering 533.4 79.8 613.2 Integrated Solutions 546.9 0.2 547.1 Expeditionary Services 91.8 — 91.8 $ 1,990.5 $ 99.3 $ 2,089.8 For the Year Ended May 31, 2022 Third-Party Inter-segment Total Sales Sales Sales Parts Supply $ 678.3 $ 53.2 $ 731.5 Repair & Engineering 470.7 54.1 524.8 Integrated Solutions 596.8 0.1 596.9 Expeditionary Services 74.2 0.3 74.5 $ 1,820.0 $ 107.7 $ 1,927.7 For the Year Ended May 31, 2024 2023 2022 Segment operating income: Parts Supply $ 109.8 $ 93.7 $ 74.8 Repair & Engineering 52.5 35.3 29.1 Integrated Solutions 23.9 30.5 21.4 Expeditionary Services 3.5 7.7 9.2 189.7 167.2 134.5 Corporate and other (60.5) (33.3) (27.6) Operating income 129.2 133.9 106.9 Pension settlement charge (26.7) — — Losses related to sale and exit of business (2.8) (0.7) (1.7) Other income (expense), net (0.4) (0.8) 2.2 Interest expense (43.2) (12.2) (2.4) Interest income 2.2 1.0 0.1 Income from continuing operations before income taxes $ 58.3 $ 121.2 $ 105.1 May 31, 2024 2023 Total assets: Parts Supply $ 732.8 $ 587.6 Repair & Engineering 1,235.4 433.4 Integrated Solutions 542.1 583.4 Expeditionary Services 79.1 67.0 Corporate and discontinued operations 180.6 161.7 $ 2,770.0 $ 1,833.1 For the Year Ended May 31, 2024 2023 2022 Capital expenditures: Parts Supply $ 0.8 $ 2.2 $ 2.0 Repair & Engineering 11.9 15.1 12.8 Integrated Solutions 5.2 5.7 1.4 Expeditionary Services 8.5 6.1 1.0 Corporate and other 3.3 0.4 0.1 $ 29.7 $ 29.5 $ 17.3 For the Year Ended May 31, 2024 2023 2022 Depreciation and amortization: 1 Parts Supply $ 8.4 $ 6.2 $ 6.8 Repair & Engineering 12.2 7.6 8.8 Integrated Solutions 17.4 11.9 15.6 Expeditionary Services 1.5 1.5 1.6 Corporate 17.0 14.2 8.5 $ 56.5 $ 41.4 $ 41.3 1 Includes amortization of stock-based compensation. The U.S. Department of Defense, U.S. Department of State, other U.S. government agencies and their contractors are our only customers representing 10% or more of total sales in any of the last three fiscal years. Sales by segment for these customers are as follows: For the Year Ended May 31, 2024 2023 2022 Parts Supply $ 99.3 $ 111.0 $ 106.7 Repair & Engineering 61.0 48.5 56.2 Integrated Solutions 356.6 340.2 394.5 Expeditionary Services 59.2 77.3 62.6 $ 576.1 $ 577.0 $ 620.0 Percentage of total sales 24.8 % 29.0 % 34.1 % Sales across the major customer markets for each of our operating segments were as follows: For the Year Ended May 31, 2024 2023 2022 Parts Supply: Commercial $ 800.6 $ 645.0 $ 510.7 Government and defense 166.4 173.4 167.6 $ 967.0 $ 818.4 $ 678.3 Repair & Engineering: Commercial $ 574.1 $ 478.5 $ 407.0 Government and defense 66.0 54.9 63.7 $ 640.1 $ 533.4 $ 470.7 Integrated Solutions: Commercial $ 257.1 $ 197.0 $ 163.9 Government and defense 384.8 349.9 432.9 $ 641.9 $ 546.9 $ 596.8 Expeditionary Services: Commercial $ 6.1 $ 8.3 $ 2.2 Government and defense 63.8 83.5 72.0 $ 69.9 $ 91.8 $ 74.2 Geographic Data Sales by geographic region for the fiscal years ended May 31, 2024, 2023 and 2022 were as follows: For the Year Ended May 31, 2024 2023 2022 Parts Supply: North America $ 532.1 $ 493.3 $ 414.0 Europe/Africa 252.9 190.8 144.9 Asia 146.4 108.9 88.0 Other 35.6 25.4 31.4 $ 967.0 $ 818.4 $ 678.3 Repair & Engineering: North America $ 572.1 $ 488.6 $ 438.7 Europe/Africa 40.6 25.2 20.6 Other 27.4 19.6 11.4 $ 640.1 $ 533.4 $ 470.7 Integrated Solutions: North America $ 536.0 $ 461.7 $ 493.5 Europe/Africa 78.0 51.4 58.2 Other 27.9 33.8 45.1 $ 641.9 $ 546.9 $ 596.8 Expeditionary Services: North America $ 68.6 $ 89.6 $ 74.0 Other 1.3 2.2 0.2 $ 69.9 $ 91.8 $ 74.2 May 31, 2024 2023 Long-lived assets: United States $ 1,174.6 $ 559.9 Europe 90.9 78.5 Other 114.9 96.8 $ 1,380.4 $ 735.2 Sales to unaffiliated customers in foreign countries (including sales through foreign sales offices of domestic subsidiaries) were approximately $770.0 million (33.2% of sales), $588.6 million (29.6% of sales) and $484.5 million (26.6% of sales) in fiscal 2024, 2023 and 2022, respectively |
Legal Proceedings and Other Mat
Legal Proceedings and Other Matters | 12 Months Ended |
May 31, 2024 | |
Legal Proceedings | |
Legal Proceedings | 18. Legal Proceedings and Other Matters We are involved in various claims and legal actions, including environmental matters, arising in the ordinary course of business. We are not a party to any material pending legal proceeding (including any governmental or environmental proceeding) other than routine litigation incidental to our business except for the following: Russian Bankruptcy Litigation During calendar years 2016 and 2017 On September 26, 2023, the Russian Eleventh Arbitration Court of Appeal (the “Russian Appellate Court”) issued an order (i) affirming the Russian Trial Court’s adverse judgment against the Company relating to one of the four engines; (ii) reversing the Russian Trial Court’s dismissal of the claims relating to the remaining three engines; and (iii) awarding a judgment against the Company in the total amount of $13.0 million. During the first quarter of fiscal 2024, the Company recognized a charge for $11.2 million representing the judgment against the Company for the remaining three engines. On October 25, 2023, the Company petitioned the Russian Court of Cassation for leave to obtain the Russian Court of Cassation’s appellate review of the Russian Appellate Court’s order of September 26, 2023. On November 13, 2023, the Russian Court of Cassation granted the Company’s petition. On January 31, 2024, the Russian Court of Cassation (i) reversed the Russian Appellate Court’s order of September 26, 2023; (ii) vacated in its entirety the judgment that had been entered by the Russian Appellate Court on September 26, 2023; and (iii) remanded the clawback action to the Russian Appellate Court to determine whether certain extraordinary circumstances specified by the Russian Cassation Court existed warranting the invalidation of the disputed contracts and the entry of an adverse judgment against the Company. In July 2024, the Russian Appellate Court issued its ruling, similar to the adverse judgment it entered on September 26, 2023, invalidating the disputed contracts in the amount of approximately $13 million. The Company will continue to strongly dispute all claims asserted in the clawback action, and intends to appeal the July 2024 ruling of the Russian Appellate Court. The Company believes that the Russian Appellate Court’s adverse ruling was a result of, among other things, a hostile business and legal environment for foreign companies in Russia, which has been caused by developments in the Russia/Ukraine conflict, including the imposition of a range of sanctions and export controls on Russian entities and individuals by the U.S. and its North Atlantic Treaty Organization allies. The Company’s ability to satisfy the judgment, in whole or in part, or to otherwise settle the receiver’s claims may be restricted by the Company’s obligation to comply with U.S. trade restrictions likely applicable to undisclosed creditors of the VIM-AVIA bankruptcy estate. Although there can be no assurances, the Company also believes it would have strong defenses to any attempt that may be made to recognize and enforce outside of Russia any adverse judgment that may be entered against it in further proceedings before the Russian courts. As of May 31, 2024, our Consolidated Balance Sheet included a total liability for the matter of $13.0 million classified as long-term in Other liabilities. Performance Guarantee In conjunction with the fiscal 2021 sale of our Composites business, we retained a performance guarantee to a customer of the Composites business (the “Customer”) under an existing contract providing flap track fairings on the A220 aircraft (“A220 Contract”). The term of the A220 Contract and our performance guarantee extend for the duration that A220 aircraft are in service and the customer continues to maintain support for the A220 aircraft. The performance guarantee does not contain a financial cap. In March 2022, the buyer of the Composites business (the “Buyer”) filed for bankruptcy and moved to have the bankruptcy court reject the A220 Contract. The Customer also notified us that it believes the Buyer has failed to timely deliver products in accordance with the terms of the A220 Contract and that the Customer has incurred losses related to the asserted non-compliance that the Customer believes is covered by our performance guarantee. To date, the Customer has provided us with limited details in support of the extent of the Customer’s claimed losses with respect to the A220 Contract and its contention that we may be responsible under our performance guarantee to reimburse the Customer for any portion of its claimed losses. The Customer filed suit against us during the fourth quarter of fiscal 2023 claiming damages of at least $32 million. In this regard, while we are continuing to seek additional detail around the facts and legal basis underlying the claim for losses the Customer attributed to the A220 Contract and the Customer’s corresponding claim under the performance guarantee, we strongly disagree with the premise of the Customer’s claim based on the information available and known to us at this time, and we believe that we have numerous defenses available against this claim that we will vigorously pursue. While it is reasonably possible that we will incur a loss from the claim under the performance guarantee, we are unable to estimate the range of loss on this claim. There can be no assurance that the Customer’s claim under the performance guarantee will not have a material adverse effect on our operations, financial position and cash flows. Self-Reporting of Potential Foreign Corrupt Practices Act Violations The Company retained outside counsel to investigate possible violations of the Company’s Code of Conduct, the U.S. Foreign Corrupt Practices Act, and other applicable laws, relating to the Company’s activities in Nepal and South Africa. Based on these investigations, in fiscal 2019, we self-reported these matters to the U.S. Department of Justice (“DoJ”), the U.S. Securities and Exchange Commission and the UK Serious Fraud Office. The Company is fully cooperating with the reviews by these agencies, although we are unable at this time to predict what action, if any, they may take. Enforcement Proceeding in Nepal The Company became aware via news reports that Nepal’s Commission for Investigation of Abuse of Authority (“CIAA”) apparently initiated a criminal proceeding in April 2024 against over 35 entities and individuals, including AAR International, Inc., a subsidiary of the Company. The charges allege violations of Nepalese public procurement law and are related to the same transactions in Nepal in 2016 to 2017 that the Company previously self-reported to U.S. and U.K. authorities, as described above. The proceeding also names a former AAR International, Inc. employee, as well as John Holmes in his capacity as president of AAR International, Inc. at the time of the alleged conduct. Neither AAR International, Inc. nor Mr. Holmes has been served personally by the CIAA, though a June 3, 2024 summons published in the Nepalese press purported to instruct all named individuals and entities to appear before the Special Court in Nepal within 30 days. AAR International, Inc. does not accept or admit these charges, and neither AAR International, Inc. nor Mr. Holmes intends to appear before the Special Court for several reasons including because the Company believes that any proceedings before the Special Court would lack appropriate due process protections. Although there can be no assurance, the Company does not believe that these charges (or the outcome of these proceedings if the CIAA proceeds with these charges in absentia) will have a material adverse effect on the Company’s operations, financial position and cash flows. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 46.3 | $ 90.2 | $ 78.7 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
May 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2024 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | During the first quarter of fiscal 2024, we re-aligned our operating segments resulting in the separation of our former Aviation Services segment into three new operating segments: Parts Supply, Repair & Engineering, and Integrated Solutions. Our previously reported segment financial information has been recast to conform to our new segment structure. The change in our operating segments had no impact on our previously reported consolidated results of operations, financial condition, or cash flows. Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries after elimination of intercompany accounts and transactions. Certain reclassifications have been made to the prior year presentation to conform to the 2024 presentation. |
Revenue Recognition | Revenue Recognition Revenue is measured based on the consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. Our unit of accounting for revenue recognition is a performance obligation included in our customer contracts. A performance obligation reflects the distinct good or service that we must transfer to a customer. At contract inception, we evaluate if the contract should be accounted for as a single performance obligation or if the contract contains multiple performance obligations. In some cases, our contract with the customer is considered one performance obligation as it includes factors such as whether the good or service being provided is significantly integrated with other promises in the contract, whether the service provided significantly modifies or customizes another good or service or whether the good or service is highly interdependent or interrelated. If the contract has more than one performance obligation, we determine the standalone price of each distinct good or service underlying each performance obligation and allocate the transaction price based on their relative standalone selling prices. The transaction price of a contract, which can include both fixed and variable amounts, is allocated to each performance obligation identified. Some contracts contain variable consideration, which could include incremental fees or penalty provisions related to performance. Variable consideration that can be reasonably estimated based on current assumptions and historical information is included in the transaction price at the inception of the contract but limited to the amount that is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Variable consideration that cannot be reasonably estimated is recorded when known. Our performance obligations are satisfied over time as work progresses or at a point in time based on transfer of control of products and services to our customers. The majority of our sales from products typically represent distinct performance obligations and are recognized at a point in time upon transfer of control to the customer, which generally occurs upon shipment. In connection with certain sales of products, we also provide logistics services, which include inventory management, replenishment, and other related services. The price of such services is generally included in the price of the products delivered to the customer, and revenues are recognized upon delivery of the product, at which point the customer has obtained control of the product. We do not account for these services separate from the related product sales as the services are inputs required to fulfill part orders received from customers. For our performance obligations that are satisfied over time, we measure progress in a manner that depicts the performance of transferring control to the customer. As such, we utilize the input method of cost-to-cost to recognize revenue over time as this depicts when control of the promised goods or services are transferred to the customer. Revenue is recognized based on the relationship of actual costs incurred to date to the estimated total cost at completion of the performance obligation. We are required to make certain judgments and estimates, including estimated revenues and costs, as well as inflation and the overall profitability of the arrangement. Key assumptions involved can include customer volume, future labor costs and efficiencies, repair or overhaul costs, overhead costs, and ultimate timing of product delivery. Differences may occur between the judgments and estimates made by management and actual program results. For contracts that are deemed to be loss contracts, we establish forward loss reserves for total estimated costs that are in excess of total estimated consideration in the period in which they become known. We utilize the portfolio approach to estimate the amount of revenue to recognize for certain contracts which require over time revenue recognition. Such contracts are grouped together either by revenue stream, customer or product line with each portfolio of contracts grouped together based on having similar characteristics. The portfolio approach is utilized only when the result of the accounting is not expected to be materially different than if applied to individual contracts. We also may enter into offset agreements or conditions as part of obtaining orders for our products and services from certain government customers in foreign countries. These agreements are designed to enhance the social and economic environment of the foreign country by requiring the contractor to promote investment in the country. These agreements also may be satisfied through our use of cash or other means of providing financial support for in-country projects with local companies. The amounts ultimately applied against our offset agreements are based on negotiations with the customer and satisfaction of our offset obligations are included in the estimates of our total costs to complete the contract. When contracts are modified, we consider whether the modification either creates new or changes the existing enforceable rights and obligations. Contract modifications that are for goods or services that are not distinct from the existing contract, due to the significant integration with the original goods or services provided, are accounted for as if they were part of that existing contract with the effect of the contract modification recognized as an adjustment to revenue on a cumulative catch-up basis. When the modifications include additional performance obligations that are distinct, they are accounted for as a new contract and performance obligation, which are recognized prospectively. Certain contracts with customers have options for the customer to acquire additional goods or services. In most cases, the pricing of these options is reflective of the standalone selling price of the good or service. These options do not provide the customer with a material right and are accounted for only when the customer exercises the option to purchase the additional goods or services. If the option on the customer contract was not indicative of the standalone selling price of the good or service, the material right would be accounted for as a separate performance obligation. Under most of our U.S. government contracts, if the contract is terminated for convenience, we are entitled to payment for items delivered and fair compensation for work performed, the costs of settling and paying other claims, and a reasonable profit on the costs incurred or committed. In the ordinary course of business, agencies of the U.S. and other governments audit our claimed costs and conduct inquiries and investigations of our business practices with respect to government contracts to determine whether our operations are conducted in accordance with these requirements and the terms of the relevant contracts. U.S. government agencies, including the Defense Contract Audit Agency (“DCAA”), routinely audit our claimed indirect costs, for compliance with the Cost Accounting Standards and the Federal Acquisition Regulations. These agencies also conduct reviews and investigations and make inquiries regarding our accounting and other systems in connection with our performance and business practices with respect to our government contracts and subcontracts. Costs to fulfill and obtain a contract are considered for capitalization based on contract specific facts and circumstances. The incremental costs to fulfill a contract, including setup and implementation costs prior to beginning the period of performance, are capitalized when expenses are incurred prior to the start of satisfying a performance obligation. The capitalized costs are subsequently expensed over the contract’s period of performance. We have elected to use certain practical expedients permitted under Accounting Standards Codification (“ASC”) 606. Shipping and handling fees and costs incurred associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in Cost of sales on our Consolidated Statements of Income, and are not considered a performance obligation to our customers. Our reported Sales on our Consolidated Statements of Income include sales and related non-income taxes. We also utilize the “as invoiced” practical expedient in certain cases where performance obligations are satisfied over time and the invoiced amount corresponds directly with the value we are providing to the customer. Cumulative Catch-up Adjustments Changes in estimates and assumptions related to our arrangements accounted for using the cost-to-cost method are recorded using the cumulative catch-up method of accounting. These changes are primarily adjustments to the estimated profitability for our long-term programs where we provide component inventory management, supply chain logistics programs, and/or repair services. Favorable and unfavorable cumulative catch-up adjustments were as follows: May 31, 2024 2023 2022 Favorable cumulative catch-up adjustments $ 12.1 $ 12.6 $ 15.0 Unfavorable cumulative catch-up adjustments (9.1) (4.3) (5.0) Net cumulative catch-up adjustments $ 3.0 $ 8.3 $ 10.0 Contract Assets and Liabilities The timing of revenue recognition, customer billings, and cash collections results in a contract asset or contract liability at the end of each reporting period. For instances where we recognize revenue prior to having an unconditional right to payment, we record a contract asset or liability. When an unconditional right to consideration exists, we reduce our contract asset or liability and recognize an unbilled or trade receivable. When amounts are dependent on factors other than the passage of time in order for payment from a customer to be due, we record a contract asset which consists of costs incurred where revenue recognized over time using the cost-to-cost model exceeds the amounts billed to customers. Contract liabilities include advance payments and billings in excess of revenue recognized. Certain customers make advance payments prior to the satisfaction of our performance obligations on the contract. These amounts are recorded as contract liabilities until such performance obligations are satisfied, either over time as costs are incurred or at a point in time when deliveries are made. Contract assets and contract liabilities are determined on a contract-by-contract basis. Net contract assets and liabilities are as follows: May 31, 2024 2023 Change Contract assets – current $ 123.2 $ 86.9 $ 36.3 Contract assets – non-current 24.6 27.5 (2.9) Contract liabilities: Deferred revenue – current (14.7) (19.7) 5.0 Deferred revenue on long-term contracts (7.2) (12.7) 5.5 Net contract assets $ 125.9 $ 82.0 $ 43.9 Contract assets – non-current is reported within Other non-current assets, deferred revenue – current is reported within Accrued liabilities, and deferred revenue on long-term contracts is reported within Other liabilities on our Consolidated Balance Sheets. Changes in contract assets and contract liabilities primarily result from the timing difference between our performance of services and payments from customers. During fiscal 2024, we experienced delayed collections from one of our significant regional airline customers and issued the customer a Notice of Payment and Other Defaults during the second quarter of fiscal 2024 to request payment and reserve our rights under our agreements. In the fourth quarter of fiscal 2024, we terminated a power-by-the-hour (“PBH”) program with this customer which resulted in a net termination charge of $4.8 million. The charge included a reduction in contract assets and revenue of $7.8 million and the establishment We currently expect full payment from the customer of all amounts due under the terminated agreement and all other agreements and do not believe a reserve for credit loss is warranted. Our Consolidated Balance Sheet as of May 31, 2024 included accounts receivable of $8.4 million, including $4.1 million past due, and contract assets of $10.1 million related to this customer. One of our PBH customers notified us in June 2021 that the customer would terminate its contract with us earlier than we originally anticipated. In conjunction with the early termination, we recognized a charge of $5.2 million in fiscal 2022, which included a reduction in contract assets and revenue of $1.0 million and the establishment of loss reserves of $4.2 million which have been fully utilized. To support our PBH customer contracts, we previously entered into an agreement with a component repair facility to outsource a portion of the component repair and overhaul services. The agreement includes certain minimum repair volume guarantees, which, subject to the amendment noted below, we have historically not met. During fiscal 2023 and 2022, we recognized charges of $1.9 million and $1.7 million, respectively, to reflect our estimated obligation over the remainder of the agreement for not achieving the minimum volume guarantees. During the three-month period ended November 30, 2023, we amended the agreement to eliminate certain minimum repair volume guarantees, including all future guarantees, resulting in the de-recognition of $2.0 million from our remaining loss reserves. Changes in our deferred revenue were as follows: Year ended May 31, 2024 2023 Deferred revenue at beginning of period $ (32.4) $ (30.6) Revenue deferred (311.1) (267.0) Revenue recognized 319.9 257.8 Other (1) 1.7 7.4 Deferred revenue at end of period $ (21.9) $ (32.4) (1) Other includes cumulative catch-up adjustments, foreign currency translation, acquisitions, and other adjustments. Remaining Performance Obligations As of May 31, 2024, we had approximately $668 million of remaining performance obligations, also referred to as firm backlog, which excludes unexercised contract options and potential orders under our indefinite-delivery, indefinite-quantity contracts. We expect that approximately 50% of this backlog will be recognized as revenue in fiscal 2025 fiscal 2026 |
Financial Instruments and Concentrations of Market or Credit Risk | Financial Instruments and Concentrations of Market or Credit Risk Financial instruments that potentially subject us to concentrations of market or credit risk consist principally of trade receivables. While our trade receivables are diverse and represent a number of entities and geographic regions, the majority are with the U.S. government and its contractors and entities in the aviation industry. The composition of our accounts receivable is as follows: May 31, 2024 2023 U.S. Government contracts: Trade receivables $ 34.4 $ 13.1 Unbilled receivables 9.4 18.9 43.8 32.0 All other customers: Trade receivables 216.1 179.7 Unbilled receivables 27.3 29.6 243.4 209.3 $ 287.2 $ 241.3 The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of the short-term maturity of these instruments. Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
Allowance for Credit Losses | Allowance for Credit Losses We maintain an allowance for credit losses to reflect the expected uncollectibility of accounts receivable based on past collection history and specific risks identified among uncollected accounts. In determining the required allowance, we consider factors such as general and industry-specific economic conditions, customer credit history, and our customers’ current and expected future financial performance. The majority of our customers are recurring customers with an established payment history. Certain customers are required to undergo an extensive credit check prior to delivery of products or services. Our allowance for credit losses also includes reserves for estimated product returns based on historical return rates. The reserve for estimated product returns is recognized as a reduction to sales with a corresponding reduction to cost of sales for the estimated cost of inventory that is expected to be returned. We perform regular evaluations of customer payment experience, current financial condition, and risk analysis. We may require collateral in the form of security interests in assets, letters of credit, and/or obligation guarantees from financial institutions for transactions executed on other than normal trade terms. We also maintain trade credit insurance for certain customers to provide coverage, up to a certain limit, in the event of insolvency of some customers. The change in our allowance for credit losses was as follows: May 31, 2024 2023 2022 Balance, beginning of year $ 13.4 $ 17.9 $ 16.4 Provision charged to operations, net of recoveries 0.7 2.6 1.2 Deductions for accounts written off and other reclassifications — (7.1) 0.3 Balance, end of year $ 14.1 $ 13.4 $ 17.9 |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of the fair value of consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. In accordance with ASC 350, Intangibles–Goodwill and Other, goodwill and other intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests and more frequently if events or circumstances indicate that the carrying value of a reporting unit may not be recoverable. We review and evaluate our goodwill and indefinite life intangible assets for potential impairment at a minimum annually, on May 31, or more frequently if circumstances indicate that impairment is possible. Goodwill is evaluated for impairment either under a qualitative or a quantitative assessment approach, which depends on the facts and circumstances of a reporting unit, consideration of the estimated excess of a reporting units’ fair value over its carrying amount, and changes in the business environment. When performing a qualitative assessment, we consider factors including, but not limited to, current macroeconomic conditions, industry and market conditions, cost factors, financial performance and other relevant events to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we determine that it is more likely than not that a reporting units’ fair value is less than its carrying value, a quantitative goodwill impairment test is performed which relies upon significant judgments and assumptions about expected future cash flows, weighted-average cost of capital, discount rates, expected long-term growth rates, operating margins and on the selection of guideline public companies. When performing a quantitative goodwill impairment test, the reporting unit carrying value is compared to its fair value. Goodwill is deemed impaired if, and the impairment loss is recognized for the amount by which, the reporting unit carrying value exceeds its fair value. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. |
Foreign Currency | Foreign Currency Our foreign subsidiaries generally utilize the local currency as their functional currency. All balance sheet accounts of foreign subsidiaries transacting business in currencies other than the U.S. dollar are translated at year-end exchange rates. Revenues and expenses are translated at average exchange rates during the year. Translation adjustments are excluded from the results of operations and are recorded in stockholders’ equity as a component of accumulated other comprehensive loss until such subsidiaries are liquidated. Income and losses from foreign currency transactions re-measurements are included in Selling, general and administrative expenses. |
Business Combinations | Business Combinations Transaction costs related to business combinations are expensed as incurred. Assets acquired and liabilities assumed are measured and recognized based on their estimated fair values at the acquisition date, any excess of the purchase consideration when compared to the fair value of the net tangible and intangible assets acquired is recorded as goodwill. If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, the business combination is recorded and disclosed on a preliminary basis. Subsequent to the acquisition date, and not later than one year from the acquisition date, adjustments to the initial preliminary recognized amounts are recorded to the extent new information is obtained about the measurement of assets and liabilities that existed as of the date of the acquisition. |
Cash | Cash Cash and cash equivalents consist of highly liquid instruments which have original maturities of three months or less when purchased. Restricted cash represents cash on hand that is legally restricted as to withdrawal or usage. Restricted cash includes $9.4 million on deposit with an escrow agent related to our acquisition of Trax USA Corp. (“Trax”) in March 2023 and $0.9 million required to be set aside by a contractual agreement to provide servicing related to receivable securitization arrangements. The restrictions related to our Trax acquisition lapse at the time of resolution of certain contingencies including, but not limited to, the finalization of working capital adjustments, indebtedness adjustments, and other contingencies. The restrictions related to the receivable securitization arrangements lapse at the time we remit the customer payments collected by us as servicer of previously sold customer receivables to the purchaser. |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined by the specific identification, average cost, or first-in, first-out methods. From time-to-time, we purchase aircraft and engines for disassembly to individual parts and components. Costs are assigned to these individual parts and components utilizing list prices from original equipment manufacturers and recent sales history. Expenditures for the repair of parts and components are capitalized as inventory. The following is a summary of inventories: May 31, 2024 2023 Aircraft and engine parts, components and finished goods $ 580.3 $ 488.9 Raw materials and parts 114.1 59.6 Work-in-process 38.7 25.6 $ 733.1 $ 574.1 |
Rotable Assets and Equipment under Leases | Rotable Assets and Equipment under Leases The cost of the asset under lease is the original purchase price plus overhaul costs. Depreciation is computed using the straight-line method over the estimated service life of the equipment. The balance sheet classification of equipment under lease is generally based on lease term, with fixed-term leases less than twelve months generally classified as short-term and all others generally classified as long-term. Equipment on short-term lease includes aircraft engines and parts on or available for lease to satisfy customers’ immediate short-term requirements. The leases are renewable with fixed terms, which generally vary from one |
Property, Plant and Equipment and Other Non-Current Assets | Property, Plant and Equipment and Other Non-Current Assets We record property, plant and equipment at cost. Depreciation is computed on the straight-line method over useful lives of 10-40 years for buildings and improvements and 3-10 years for equipment, furniture fixtures capitalized software Repair and maintenance expenditures are expensed as incurred. Upon sale or disposal, cost and accumulated depreciation are removed from the accounts, and related gains and losses are included in results of operations. Rotable assets supporting long-term programs consist of rotable component parts used to support long-term supply chain programs. The assets are being depreciated on a straight-line basis over their estimated useful lives. In accordance with ASC 360, Property, Plant and Equipment In conjunction with the termination of a PBH contract, we evaluated future cash flows related to the rotable assets supporting that fleet type and recognized asset impairment charges of $2.3 million in fiscal 2022. In conjunction with the exit from certain product lines, we recognized rotable asset impairment charges of $1.0 million in fiscal 2022. Future rent due to us under long-term leases during each of the next five fiscal years is $15.4 million in 2025, $12.8 million in 2026, $10.3 million in 2027, $6.1 million in 2028, and $0.7 million in 2029. |
Investments | Investments Investments where we have the ability to exercise significant influence, but do not control the entity, are accounted for under the equity method of accounting. Significant influence generally exists if we have a 20% to 50% ownership interest in the investee. Our share of the net earnings or loss of our investees is included in Operating income on our Consolidated Statements of Income since the activities of the investees are closely aligned with our operations. Equity investments in entities over which we do not have the ability to exercise significant influence and whose securities do not have a readily determinable fair value are carried at cost less impairment, if any, adjusted for changes resulting from qualifying observable price changes for the identical investment of the same issuer should they occur. During fiscal 2023, we recognized a gain of $0.9 million related to an observable price increase for one of our investments. We evaluate our investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an investment is determined to be other than temporary, a loss is recorded in earnings in the current period. During fiscal 2023, we recognized an impairment loss of $1.0 million related to the recoverability for one of our investments over which we do not have the ability to exercise significant influence. Our investments are classified in Other non-current assets on our Consolidated Balance Sheets. Distributions from joint ventures are classified as operating or investing activities in the Consolidated Statements of Cash Flows based upon an evaluation of the specific facts and circumstances of each distribution. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are amortized and recognized as interest expense using the effective interest rate method, or, when the results are not materially different, on a straight-line basis over the expected term of the related debt. Debt issuance costs are presented in the Consolidated Balance Sheets as a direct reduction to the carrying amount of the related debt. |
Restructuring and Other Exit Costs | Restructuring and Other Exit Costs We recognize charges for restructuring and other exit costs such as product line exits and facility closures at their fair value when incurred. In cases where employees are required to render service until they are terminated in order to receive the termination benefits and will be retained beyond the minimum retention period, we recognize the expense ratably over the future service period. During fiscal 2024, we incurred severance costs of $0.5 million at our landing gear overhaul facility to align the workforce with the current production requirements impacting approximately 65 employees. Affected employees received lump-sum severance payments based on years of service with all payments completed in fiscal 2024. |
Income Taxes | Income Taxes We are subject to income taxes in the U.S., state, and several foreign jurisdictions. In the ordinary course of business, there can be transactions and calculations where the ultimate tax determination is uncertain. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Both positive and negative evidence are considered in forming our judgment as to whether a valuation allowance is appropriate, and more weight is given to evidence that can be objectively verified. Valuation allowances are reassessed whenever there are changes in circumstances that may cause a change in judgment. The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition of tax positions taken or expected to be taken in a tax return. Where necessary, we record a liability for the difference between the benefit recognized for financial statement purposes and the tax position taken or expected to be taken on our tax return. To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. |
Supplemental Information on Cash Flows | Supplemental Information on Cash Flows Supplemental information on cash flows is as follows: For the Year Ended May 31, 2024 2023 2022 Interest paid $ 31.9 $ 11.1 $ 2.1 Income taxes paid 42.4 35.7 23.9 Income tax refunds 0.6 1.3 3.8 During fiscal 2024, treasury stock decreased $20.3 million reflecting the re-issuance of shares upon exercise of stock options, net of shares withheld to satisfy statutory tax obligations, of $21.7 million and restricted stock activity of $3.7 million partially offset by the repurchase of 0.1 million common shares for $5.1 million. During fiscal 2023, treasury stock increased $28.7 million reflecting the repurchase of 1.2 million common shares for $50.1 million partially offset by restricted stock activity of $2.2 million and the re-issuance of shares upon exercise of stock options, net of shares withheld to satisfy statutory tax obligations, of $19.2 million. During fiscal 2022, treasury stock increased $15.0 million reflecting the repurchase of 1.0 million common shares for $42.4 million partially offset by restricted stock activity of $8.1 million and the re-issuance of shares upon exercise of stock options, net of shares withheld to satisfy statutory tax obligations, of $19.3 million. |
Use of Estimates | Use of Estimates We have made estimates and utilized certain assumptions relating to the reporting of assets and liabilities and the disclosures of contingent liabilities to prepare these Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States. Actual results could differ from those estimates. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, ASU 2023-07 enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and contains other disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 is required to be applied on a retrospective basis to all periods presented. We expect ASU 2023-07 to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) which requires disclosure of specific categories in the income tax rate reconciliation. ASU 2023-09 also requires disclosure of additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income by the applicable statutory income tax rate). ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. New ASU 2023-09 disclosures should be applied on a prospective basis. We expect ASU 2023-07 to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
May 31, 2024 | |
Summary of Significant Accounting Policies | |
Schedule of favorable and unfavorable cumulative catch-up adjustments | May 31, 2024 2023 2022 Favorable cumulative catch-up adjustments $ 12.1 $ 12.6 $ 15.0 Unfavorable cumulative catch-up adjustments (9.1) (4.3) (5.0) Net cumulative catch-up adjustments $ 3.0 $ 8.3 $ 10.0 |
Schedule of net contract assets and liabilities | May 31, 2024 2023 Change Contract assets – current $ 123.2 $ 86.9 $ 36.3 Contract assets – non-current 24.6 27.5 (2.9) Contract liabilities: Deferred revenue – current (14.7) (19.7) 5.0 Deferred revenue on long-term contracts (7.2) (12.7) 5.5 Net contract assets $ 125.9 $ 82.0 $ 43.9 |
Schedule of changes in deferred revenue | Year ended May 31, 2024 2023 Deferred revenue at beginning of period $ (32.4) $ (30.6) Revenue deferred (311.1) (267.0) Revenue recognized 319.9 257.8 Other (1) 1.7 7.4 Deferred revenue at end of period $ (21.9) $ (32.4) (1) Other includes cumulative catch-up adjustments, foreign currency translation, acquisitions, and other adjustments. |
Schedule of composition of accounts receivable | May 31, 2024 2023 U.S. Government contracts: Trade receivables $ 34.4 $ 13.1 Unbilled receivables 9.4 18.9 43.8 32.0 All other customers: Trade receivables 216.1 179.7 Unbilled receivables 27.3 29.6 243.4 209.3 $ 287.2 $ 241.3 |
Schedule of change in our allowance for doubtful accounts | May 31, 2024 2023 2022 Balance, beginning of year $ 13.4 $ 17.9 $ 16.4 Provision charged to operations, net of recoveries 0.7 2.6 1.2 Deductions for accounts written off and other reclassifications — (7.1) 0.3 Balance, end of year $ 14.1 $ 13.4 $ 17.9 |
Schedule of goodwill by reportable segment | Changes in the carrying amount of goodwill by segment for fiscal 2024 are as follows: Parts Repair & Integrated Expeditionary Supply Engineering Solutions Services Total Balance as of May 31, 2023 $ 38.9 $ 41.4 $ 76.7 $ 18.8 $ 175.8 Triumph acquisition — 375.2 — — 375.2 Trax acquisition — — 3.3 — 3.3 Foreign currency translation adjustments — — 0.5 — 0.5 Balance as of May 31, 2024 $ 38.9 $ 416.6 $ 80.5 $ 18.8 $ 554.8 |
Schedule of intangible assets, other than goodwill | Intangible assets, other than goodwill, are comprised of the following: May 31, 2024 Accumulated Gross Amortization Net Amortizable intangible assets: Customer relationships $ 136.2 $ (11.0) $ 125.2 Developed technology 105.3 (2.3) 103.0 241.5 (13.3) 228.2 Unamortized intangible assets: Trademarks 7.2 — 7.2 $ 248.7 $ (13.3) $ 235.4 May 31, 2023 Accumulated Gross Amortization Net Amortizable intangible assets: Customer relationships $ 40.5 $ (5.8) $ 34.7 Developed technology 22.0 (0.2) 21.8 62.5 (6.0) 56.5 Unamortized intangible assets: Trademarks 7.2 — 7.2 $ 69.7 $ (6.0) $ 63.7 |
Schedule of inventories | May 31, 2024 2023 Aircraft and engine parts, components and finished goods $ 580.3 $ 488.9 Raw materials and parts 114.1 59.6 Work-in-process 38.7 25.6 $ 733.1 $ 574.1 |
Schedule of supplemental cash flow information | For the Year Ended May 31, 2024 2023 2022 Interest paid $ 31.9 $ 11.1 $ 2.1 Income taxes paid 42.4 35.7 23.9 Income tax refunds 0.6 1.3 3.8 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
May 31, 2024 | |
Acquisitions | |
Schedule of purchase price allocation | The preliminary fair value of assets acquired and liabilities assumed is as follows: Accounts receivable $ 42.2 Contract assets 19.1 Inventory 68.3 Rotable assets 21.0 Property & equipment 36.1 Intangible assets 179.0 Investment in joint venture 17.9 Other assets 4.3 Accounts payable (21.6) Other liabilities (18.6) Net assets acquired 347.7 Goodwill 375.2 Purchase price, net of cash acquired $ 722.9 |
Schedule of fair value of assets acquired and liabilities assumed | Accounts receivable $ 8.8 Other assets 3.0 Intangible assets 61.7 Deferred revenue (4.1) Deferred tax liabilities (15.1) Other liabilities (4.6) Net assets acquired 49.7 Goodwill 63.8 Purchase price, net of cash acquired $ 113.5 |
Schedule of pro forma information for acquisition | For the Year Ended May 31, 2024 2023 Sales $ 2,523.0 $ 2,239.2 Net income 56.0 48.6 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended |
May 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill by reportable segment | Changes in the carrying amount of goodwill by segment for fiscal 2024 are as follows: Parts Repair & Integrated Expeditionary Supply Engineering Solutions Services Total Balance as of May 31, 2023 $ 38.9 $ 41.4 $ 76.7 $ 18.8 $ 175.8 Triumph acquisition — 375.2 — — 375.2 Trax acquisition — — 3.3 — 3.3 Foreign currency translation adjustments — — 0.5 — 0.5 Balance as of May 31, 2024 $ 38.9 $ 416.6 $ 80.5 $ 18.8 $ 554.8 |
Schedule of intangible assets, other than goodwill | Intangible assets, other than goodwill, are comprised of the following: May 31, 2024 Accumulated Gross Amortization Net Amortizable intangible assets: Customer relationships $ 136.2 $ (11.0) $ 125.2 Developed technology 105.3 (2.3) 103.0 241.5 (13.3) 228.2 Unamortized intangible assets: Trademarks 7.2 — 7.2 $ 248.7 $ (13.3) $ 235.4 May 31, 2023 Accumulated Gross Amortization Net Amortizable intangible assets: Customer relationships $ 40.5 $ (5.8) $ 34.7 Developed technology 22.0 (0.2) 21.8 62.5 (6.0) 56.5 Unamortized intangible assets: Trademarks 7.2 — 7.2 $ 69.7 $ (6.0) $ 63.7 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 12 Months Ended |
May 31, 2024 | |
Financing Arrangements | |
Schedule of carrying amount of debt | May 31, 2024 2023 Revolving Credit Facility with interest payable monthly $ 447.0 $ 272.0 Senior Notes 550.0 — Debt issuance costs, net (11.6) (2.3) Long-term debt $ 985.4 $ 269.7 |
Schedule of borrowing activity under the Credit Agreement | For the Year Ended May 31, 2024 2023 2022 Maximum amount borrowed $ 577.0 $ 350.0 $ 124.5 Average daily borrowings 386.3 210.2 105.9 Average interest rate during the year 6.69 % 5.11 % 1.09 % |
Schedule of specified redemption prices | 2026 103.375 % 2027 101.688 % 2028 and thereafter 100.000 % |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
May 31, 2024 | |
Equity | |
Schedule of assumptions used in the Black-Scholes option pricing model to estimate the fair value of stock option grant | Stock Options Granted In Fiscal Year 2024 2023 2022 Risk-free interest rate 4.1 % 3.1 % 0.8 % Expected volatility of common stock 42.3 % 42.2 % 41.6 % Dividend yield 0.0 % 0.0 % 0.8 % Expected option term in years 5.1 5.2 5.3 |
Schedule of stock option activity | A summary of stock option activity for the three years ended May 31, 2024 consisted of the following (shares in thousands): 2024 2023 2022 Weighted Weighted Weighted Average Average Average Shares Exercise Price Shares Exercise Price Shares Exercise Price Outstanding at beginning of year 1,573 $ 33.24 2,045 $ 29.86 2,612 $ 28.34 Granted 142 58.27 222 41.88 145 37.84 Exercised (706) 30.67 (631) 25.31 (686) 25.53 Cancelled (5) 48.40 (63) 33.25 (26) 36.17 Outstanding at end of year 1,004 $ 38.49 1,573 $ 33.24 2,045 $ 29.86 Options exercisable at end of year 696 $ 33.95 1,018 $ 35.09 1,189 $ 33.57 The weighted-average remaining term (in years) for options outstanding at the end of the year was 6.4 5.5 |
Schedule of restricted share activity | Restricted share activity during fiscal 2024 was as follows (shares in thousands): Weighted Average Number of Fair Value Shares on Grant Date Nonvested at May 31, 2023 572 $ 43.92 Granted 192 57.53 Vested (125) 24.56 Forfeited (3) 46.58 Nonvested at May 31, 2024 636 48.84 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May 31, 2024 | |
Income Taxes | |
Schedule of components of provision for income tax on income from continuing operations | For the Year Ended May 31, 2024 2023 2022 Current: Federal $ 21.0 $ 25.9 $ 11.0 State 4.0 2.9 2.6 Foreign 7.5 4.8 4.3 32.5 33.6 17.9 Deferred (20.5) (2.2) 8.7 $ 12.0 $ 31.4 $ 26.6 |
Schedule of reconciliation effective income tax rate | For the Year Ended May 31, 2024 2023 2022 Provision for income tax at the federal statutory rate 21.0 % 21.0 % 21.0 % Pension settlement (8.6) — — Tax benefit from stock-based compensation (5.1) (2.0) (2.0) Non-deductible compensation 4.4 2.8 1.1 State income taxes, net of federal benefit 5.0 2.6 4.9 Other 3.9 1.5 0.3 Effective income tax rate 20.6 % 25.9 % 25.3 % |
Schedule of income before provision for income taxes | For the Year Ended May 31, 2024 2023 2022 Domestic $ 14.6 $ 87.7 $ 77.1 Foreign 43.7 33.5 28.0 $ 58.3 $ 121.2 $ 105.1 |
Schedule of components of deferred tax assets and liabilities | May 31, 2024 2023 Deferred tax assets: Operating lease liabilities $ 25.6 $ 17.8 Employee and retirement benefits 9.0 8.0 State net operating losses 6.2 6.9 Other 6.9 4.4 Total deferred tax assets 47.7 37.1 Deferred tax liabilities: ROU operating lease assets (26.5) (18.6) Intangible assets (24.9) (27.3) Tangible assets (15.2) (19.5) Other (5.0) (5.3) Total deferred tax liabilities (71.6) (70.7) Net deferred tax liabilities $ (23.9) $ (33.6) |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
May 31, 2024 | |
Earnings per Share | |
Schedule of reconciliation of computations of basic and diluted earnings per share information | The following tables provide a reconciliation of the computations of basic and diluted earnings per share information for each of the years in the three-year period ended May 31, 2024 (shares in millions). For the Year Ended May 31, 2024 2023 2022 Basic and Diluted EPS: Income from continuing operations $ 46.3 $ 89.8 $ 78.5 Less income attributable to participating shares (0.5) (1.1) (0.6) Income from continuing operations attributable to common stockholders 45.8 88.7 77.9 Income from discontinued operations attributable to common stockholders — 0.4 0.2 Net income attributable to common stockholders for earnings per share $ 45.8 $ 89.1 $ 78.1 Weighted average common shares outstanding – basic 35.1 34.7 35.6 Additional shares from assumed exercise of stock options 0.3 0.4 0.4 Weighted average common shares outstanding – diluted 35.4 35.1 36.0 Earnings per share – basic: Earnings from continuing operations $ 1.30 $ 2.55 $ 2.19 Income from discontinued operations — 0.01 0.01 Earnings per share - basic $ 1.30 $ 2.56 $ 2.20 Earnings per share – diluted: Earnings from continuing operations $ 1.29 $ 2.52 $ 2.16 Income from discontinued operations — 0.01 0.01 Earnings per share - diluted $ 1.29 $ 2.53 $ 2.17 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
May 31, 2024 | |
Employee Benefit Plans | |
Schedule of change to the entity's projected benefit obligation and the fair value of plan assets for pension plans | The change to our projected benefit obligation and the fair value of our plan assets for our Netherlands plan for the two years ended May 31, 2024 was as follows: For the Year Ended May 31, 2024 2023 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 51.3 $ 56.4 Service cost 0.2 0.2 Interest cost 1.9 1.5 Net actuarial loss ( gain) 0.4 (4.6) Benefits and administrative payments (2.0) (1.5) Foreign currency translation adjustment 0.9 (0.7) Projected benefit obligation at end of year $ 52.7 $ 51.3 Change in the fair value of plan assets: Fair value of plan assets at beginning of year $ 50.2 $ 57.2 Actual return on plan assets 2.2 (4.8) Benefits and administrative payments (2.0) (1.5) Foreign currency translation adjustment 1.0 (0.7) Fair value of plan assets at end of year $ 51.4 $ 50.2 Funded status at end of year $ (1.3) $ (1.1) Accumulated other comprehensive loss $ 6.8 $ 6.3 Accumulated benefit obligation $ 50.6 $ 48.6 The funded status of our Netherlands plan is recognized in Other liabilities on our Consolidated Balance Sheets. |
Schedule of components of pension benefit charged to the consolidated statement of income | For the Year Ended May 31, 2024 2023 2022 Service cost $ 0.2 $ 0.2 $ 1.2 Interest cost 1.9 1.5 1.0 Expected return on plan assets (2.4) (2.1) (2.5) Recognized net actuarial loss — — 0.2 $ (0.3) $ (0.4) $ (0.1) |
Schedule of fair value of pension plan assets | The assets of the Netherlands Plan are primarily invested in funds-of-funds where each fund holds a portfolio of equity and fixed income mutual funds. To develop our expected rate of return assumption, we use long-term historical return information for our targeted asset mix and current market conditions as of the measurement date. The expected return for each asset class is weighted based on the target asset allocation to develop the expected long-term rate of return on plan assets assumption. The following table sets forth by level, within the fair value hierarchy, the Netherlands Plan assets at their fair value as of May 31, 2024: Level 2 (1) Level 3 (2) Total Funds-of-funds $ 40.7 $ — $ 40.7 Insurance annuities — 10.7 10.7 $ 40.7 $ 10.7 $ 51.4 The following table sets forth by level, within the fair value hierarchy, the Netherlands Plan assets at their fair value as of May 31, 2023: Level 2 (1) Level 3 (2) Total Funds-of-funds $ 39.9 $ — $ 39.9 Insurance annuities — 10.3 10.3 $ 39.9 $ 10.3 $ 50.2 (1) Inputs other than quoted prices in active markets for identical assets that are directly observable for the asset or indirectly observable through corroboration with observable market data. (2) Unobservable inputs, such as internally developed pricing models or third party valuations for the asset due to little or no market activity for the asset. |
Schedule of estimated future pension payments | Fiscal Year 2030 to 2025 2026 2027 2028 2029 2034 Estimated future pension payments $ 2.1 $ 2.2 $ 2.2 $ 2.3 $ 2.3 $ 12.0 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
May 31, 2024 | |
Accumulated Other Comprehensive Loss | |
Schedule of changes in accumulated other comprehensive loss ("AOCL") by component | Currency Translation Adjustments Pension Plans Total Balance as of June 1, 2021 $ 3.9 $ (22.2) $ (18.3) Other comprehensive loss before reclassifications (6.7) 4.6 (2.1) Amounts reclassified from AOCL — 0.8 0.8 Total other comprehensive income (loss) (6.7) 5.4 (1.3) Balance as of May 31, 2022 (2.8) (16.8) (19.6) Other comprehensive income (loss) before reclassifications (2.9) 0.7 (2.2) Amounts reclassified from AOCL — (1.7) (1.7) Total other comprehensive income (loss) (2.9) (1.0) (3.9) Balance as of May 31, 2023 (5.7) (17.8) (23.5) Other comprehensive income before reclassifications 0.2 (0.3) (0.1) Amounts reclassified from AOCL — 14.8 14.8 Total other comprehensive income 0.2 14.5 14.7 Balance as of May 31, 2024 $ (5.5) $ (3.3) $ (8.8) |
Other Non-current Assets (Table
Other Non-current Assets (Tables) | 12 Months Ended |
May 31, 2024 | |
Other Non-current Assets | |
Schedule of other non-current assets | May 31, 2024 2023 License fees, net $ 51.8 $ 39.6 Investments in joint ventures 35.8 16.6 Contract assets 24.6 27.5 Assets under deferred compensation plan 18.9 15.2 Debt and equity investments 14.4 11.4 Pension assets 1.5 8.7 Other 8.6 8.8 $ 155.6 $ 127.8 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
May 31, 2024 | |
Leases | |
Schedule of operating lease cost | For the Year Ended May 31, 2024 2023 2022 Operating lease cost $ 23.9 $ 20.3 $ 20.8 Short-term lease cost 6.6 5.9 2.2 Variable lease cost 5.4 3.2 9.2 $ 35.9 $ 29.4 $ 32.2 |
Schedule of maturities of our lease payments | With the exception of a land lease for one of our airframe maintenance facilities that expires in 2108, our operating leases expire at various dates through 2045. Excluding leases related to our discontinued operations, maturities of our operating lease payments as of May 31, 2024 are as follows: 2025 $ 16.7 2026 12.8 2027 10.8 2028 9.8 2029 7.4 Thereafter 88.8 Total undiscounted payments 146.3 Less: Imputed interest (52.8) Present value of minimum lease payments 93.5 Less: Operating lease liabilities – current (13.2) Operating lease liabilities – non-current $ 80.3 |
Schedule of weighted-average remaining lease term and weighted-average discount rate | May 31, 2024 2023 Remaining lease term 12.0 years 6.9 years Discount rate 5.9% 3.8% |
Schedule of supplemental cash flow information related to leases | For the Year Ended May 31, 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities $ 16.4 $ 14.5 $ 14.1 Operating lease liabilities arising from obtaining ROU assets 42.0 4.5 9.5 |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
May 31, 2024 | |
Business Segment Information | |
Schedule of selected financial information for each segment | For the Year Ended May 31, 2024 Third-Party Inter-segment Total Sales Sales Sales Parts Supply $ 967.0 $ 8.6 $ 975.6 Repair & Engineering 640.1 87.8 727.9 Integrated Solutions 641.9 0.9 642.8 Expeditionary Services 69.9 — 69.9 $ 2,318.9 $ 97.3 $ 2,416.2 For the Year Ended May 31, 2023 Third-Party Inter-segment Total Sales Sales Sales Parts Supply $ 818.4 $ 19.3 $ 837.7 Repair & Engineering 533.4 79.8 613.2 Integrated Solutions 546.9 0.2 547.1 Expeditionary Services 91.8 — 91.8 $ 1,990.5 $ 99.3 $ 2,089.8 For the Year Ended May 31, 2022 Third-Party Inter-segment Total Sales Sales Sales Parts Supply $ 678.3 $ 53.2 $ 731.5 Repair & Engineering 470.7 54.1 524.8 Integrated Solutions 596.8 0.1 596.9 Expeditionary Services 74.2 0.3 74.5 $ 1,820.0 $ 107.7 $ 1,927.7 For the Year Ended May 31, 2024 2023 2022 Segment operating income: Parts Supply $ 109.8 $ 93.7 $ 74.8 Repair & Engineering 52.5 35.3 29.1 Integrated Solutions 23.9 30.5 21.4 Expeditionary Services 3.5 7.7 9.2 189.7 167.2 134.5 Corporate and other (60.5) (33.3) (27.6) Operating income 129.2 133.9 106.9 Pension settlement charge (26.7) — — Losses related to sale and exit of business (2.8) (0.7) (1.7) Other income (expense), net (0.4) (0.8) 2.2 Interest expense (43.2) (12.2) (2.4) Interest income 2.2 1.0 0.1 Income from continuing operations before income taxes $ 58.3 $ 121.2 $ 105.1 May 31, 2024 2023 Total assets: Parts Supply $ 732.8 $ 587.6 Repair & Engineering 1,235.4 433.4 Integrated Solutions 542.1 583.4 Expeditionary Services 79.1 67.0 Corporate and discontinued operations 180.6 161.7 $ 2,770.0 $ 1,833.1 For the Year Ended May 31, 2024 2023 2022 Capital expenditures: Parts Supply $ 0.8 $ 2.2 $ 2.0 Repair & Engineering 11.9 15.1 12.8 Integrated Solutions 5.2 5.7 1.4 Expeditionary Services 8.5 6.1 1.0 Corporate and other 3.3 0.4 0.1 $ 29.7 $ 29.5 $ 17.3 For the Year Ended May 31, 2024 2023 2022 Depreciation and amortization: 1 Parts Supply $ 8.4 $ 6.2 $ 6.8 Repair & Engineering 12.2 7.6 8.8 Integrated Solutions 17.4 11.9 15.6 Expeditionary Services 1.5 1.5 1.6 Corporate 17.0 14.2 8.5 $ 56.5 $ 41.4 $ 41.3 1 Includes amortization of stock-based compensation. |
Schedule of sales to the U.S. department of defense, other U.S. government agencies and their contractors by segment | For the Year Ended May 31, 2024 2023 2022 Parts Supply $ 99.3 $ 111.0 $ 106.7 Repair & Engineering 61.0 48.5 56.2 Integrated Solutions 356.6 340.2 394.5 Expeditionary Services 59.2 77.3 62.6 $ 576.1 $ 577.0 $ 620.0 Percentage of total sales 24.8 % 29.0 % 34.1 % |
Schedule of sales across the major customer markets for each of our operating segments | For the Year Ended May 31, 2024 2023 2022 Parts Supply: Commercial $ 800.6 $ 645.0 $ 510.7 Government and defense 166.4 173.4 167.6 $ 967.0 $ 818.4 $ 678.3 Repair & Engineering: Commercial $ 574.1 $ 478.5 $ 407.0 Government and defense 66.0 54.9 63.7 $ 640.1 $ 533.4 $ 470.7 Integrated Solutions: Commercial $ 257.1 $ 197.0 $ 163.9 Government and defense 384.8 349.9 432.9 $ 641.9 $ 546.9 $ 596.8 Expeditionary Services: Commercial $ 6.1 $ 8.3 $ 2.2 Government and defense 63.8 83.5 72.0 $ 69.9 $ 91.8 $ 74.2 |
Schedule of sales by geographic data | For the Year Ended May 31, 2024 2023 2022 Parts Supply: North America $ 532.1 $ 493.3 $ 414.0 Europe/Africa 252.9 190.8 144.9 Asia 146.4 108.9 88.0 Other 35.6 25.4 31.4 $ 967.0 $ 818.4 $ 678.3 Repair & Engineering: North America $ 572.1 $ 488.6 $ 438.7 Europe/Africa 40.6 25.2 20.6 Other 27.4 19.6 11.4 $ 640.1 $ 533.4 $ 470.7 Integrated Solutions: North America $ 536.0 $ 461.7 $ 493.5 Europe/Africa 78.0 51.4 58.2 Other 27.9 33.8 45.1 $ 641.9 $ 546.9 $ 596.8 Expeditionary Services: North America $ 68.6 $ 89.6 $ 74.0 Other 1.3 2.2 0.2 $ 69.9 $ 91.8 $ 74.2 May 31, 2024 2023 Long-lived assets: United States $ 1,174.6 $ 559.9 Europe 90.9 78.5 Other 114.9 96.8 $ 1,380.4 $ 735.2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Revenue Recognition and Cumulative Catch-up Adjustments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Summary of Significant Accounting Policies | |||
Favorable cumulative catch-up adjustments | $ 12.1 | $ 12.6 | $ 15 |
Unfavorable cumulative catch-up adjustments | (9.1) | (4.3) | (5) |
Net cumulative catch-up adjustments | $ 3 | $ 8.3 | $ 10 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Contract Assets and Liabilities and Remaining Performance Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Contract assets and liabilities | ||||
Contract assets - current | $ 123.2 | $ 86.9 | ||
Contract assets - non-current | 24.6 | 27.5 | ||
Deferred revenue - current | (14.7) | (19.7) | ||
Deferred revenue on long-term contracts | (7.2) | (12.7) | ||
Net contract assets | 125.9 | 82 | ||
Change in contract assets - current | 36.3 | |||
Change in contract assets - non-current | (2.9) | |||
Change in deferred revenue - current | 5 | |||
Change in deferred revenue on long-term contracts | 5.5 | |||
Change in net contract assets | 43.9 | |||
Change in contract assets | 17.1 | 13.7 | $ 1.9 | |
Accounts receivable, net | 287.2 | 241.3 | ||
Change in contract assets and revenue | 17.1 | 13.7 | 1.9 | |
Changes in deferred revenue | ||||
Deferred revenue at beginning of period | (32.4) | (30.6) | ||
Revenue deferred | (311.1) | (267) | ||
Revenue recognized | (319.9) | (257.8) | ||
Other | 1.7 | 7.4 | ||
Deferred revenue at end of period | (21.9) | (32.4) | (30.6) | |
Remaining Performance Obligations | ||||
Remaining performance obligation | $ 668 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-06-01 | ||||
Remaining Performance Obligations | ||||
Remaining performance obligation (as a percent) | 50% | |||
Expected timing of satisfaction of remaining performance obligation | 1 year | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-06-01 | ||||
Remaining Performance Obligations | ||||
Remaining performance obligation (as a percent) | 28% | |||
Expected timing of satisfaction of remaining performance obligation | 1 year | |||
PBH contracts | ||||
Contract assets and liabilities | ||||
Change in contract assets | 1 | |||
Contract Charges on non-achievement of minimum volume guarantees | $ 1.9 | $ 1.7 | ||
Commercial power by hour, contract, amount derecognized from remaining loss reserves | $ 2 | |||
Charge related to early termination of PBH customer contract | 5.2 | |||
Change in contract assets and revenue | 1 | |||
PBH forward loss reserve | 4.2 | |||
Air Line Customers | Termination Of Power By The Hour Program | ||||
Contract assets and liabilities | ||||
Termination charge | 4.8 | |||
Change in contract assets | 7.8 | |||
Change in contract revenue | 7.5 | |||
Repair reserves | 2.5 | |||
Obligation to purchase the rotable assets | 5.5 | |||
Asset purchase obligation of purchase price | 20.9 | |||
Accounts receivable, net | 8.4 | |||
Contract assets with customer | 10.1 | |||
Change in contract assets and revenue | 7.8 | |||
Air Line Customers | Past Due | Termination Of Power By The Hour Program | ||||
Contract assets and liabilities | ||||
Accounts receivable, net | $ 4.1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Financial Instruments (Details) - USD ($) $ in Millions | May 31, 2024 | May 31, 2023 |
Accounts Receivable | ||
Accounts receivable, net | $ 287.2 | $ 241.3 |
U.S. Government contracts | ||
Accounts Receivable | ||
Accounts receivable, net | 43.8 | 32 |
U.S. Government contracts | Trade receivables | ||
Accounts Receivable | ||
Trade receivables | 34.4 | 13.1 |
U.S. Government contracts | Unbilled receivables | ||
Accounts Receivable | ||
Unbilled receivables | 9.4 | 18.9 |
All other customers | ||
Accounts Receivable | ||
Accounts receivable, net | 243.4 | 209.3 |
All other customers | Trade receivables | ||
Accounts Receivable | ||
Trade receivables | 216.1 | 179.7 |
All other customers | Unbilled receivables | ||
Accounts Receivable | ||
Unbilled receivables | $ 27.3 | $ 29.6 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Allowance for Credit Losses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Change in allowance for credit losses | |||
Balance, beginning of year | $ 13.4 | $ 17.9 | $ 16.4 |
Provision for credit losses | 0.7 | 2.6 | 1.2 |
Deductions for accounts written off and other reclassifications | (7.1) | 0.3 | |
Balance, end of year | $ 14.1 | $ 13.4 | $ 17.9 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Goodwill (Details) $ in Millions | 12 Months Ended | |
May 31, 2024 USD ($) | May 31, 2023 USD ($) item | |
Goodwill | ||
Goodwill, beginning balance | $ 175.8 | |
Foreign currency translation adjustments | 0.5 | |
Goodwill, ending balance | 554.8 | $ 175.8 |
Number of reporting units | item | 3 | |
Expeditionary Services | ||
Goodwill | ||
Goodwill, beginning balance | 18.8 | |
Goodwill, ending balance | $ 18.8 | $ 18.8 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Intangibles assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Amortizable intangible assets: | |||
Gross carrying amount | $ 241.5 | $ 62.5 | |
Accumulated Amortization | 13.3 | 6 | |
Net carrying amount | 228.2 | 56.5 | |
Intangible assets, gross | 248.7 | 69.7 | |
Intangible assets, net | 235.4 | 63.7 | |
Amortization expense | 7.3 | 1.3 | $ 1.1 |
Estimated aggregate amortization expense for intangible assets in each of the next five fiscal years | |||
2025 | 16.2 | ||
2026 | 16.3 | ||
2027 | 16.3 | ||
2028 | 16.3 | ||
2029 | 15.8 | ||
Customer relationships | |||
Amortizable intangible assets: | |||
Gross carrying amount | 136.2 | 40.5 | |
Accumulated Amortization | 11 | 5.8 | |
Net carrying amount | 125.2 | 34.7 | |
Developed technology | |||
Amortizable intangible assets: | |||
Gross carrying amount | 105.3 | 22 | |
Accumulated Amortization | 2.3 | 0.2 | |
Net carrying amount | $ 103 | $ 21.8 | |
Minimum | |||
Amortizable intangible assets: | |||
Useful life | 12 years | ||
Maximum | |||
Amortizable intangible assets: | |||
Useful life | 20 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Cash and Inventories (Details) - USD ($) $ in Millions | May 31, 2024 | May 31, 2023 | Mar. 31, 2023 |
Inventories | |||
Aircraft and engine parts, components and finished goods | $ 580.3 | $ 488.9 | |
Raw materials and parts | 114.1 | 59.6 | |
Work-in-process | 38.7 | 25.6 | |
Escrow Deposit, Current | $ 9.4 | ||
Total inventories | $ 733.1 | 574.1 | |
Amount set aside by a contractual agreement related to receivable securitization arrangements | $ 0.9 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Rotable Assets and Equipment under Leases (Details) | 12 Months Ended |
May 31, 2024 | |
Minimum | |
Rotable assets and equipment under leases | |
Period of short-term leases | 1 month |
Maximum | |
Rotable assets and equipment under leases | |
Period of short-term leases | 12 months |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Property, Plant and Equipment and Investments (Details) - USD ($) $ in Millions | 12 Months Ended | |||
May 31, 2023 | May 31, 2022 | May 31, 2021 | May 31, 2024 | |
Investments | ||||
Impairment charges | $ 1 | $ 2.9 | ||
Gain on investments related to an observable price increase | 0.9 | |||
Impairment loss investments over which we do not have the ability to exercise significant influence | $ 1 | |||
Future rent due to us under non-cancelable leases | ||||
2024 | $ 15.4 | |||
2025 | 12.8 | |||
2026 | 10.3 | |||
2027 | 6.1 | |||
2028 | $ 0.7 | |||
Building and improvements | Minimum | ||||
Property, Plant and Equipment | ||||
Useful life | 10 years | |||
Building and improvements | Maximum | ||||
Property, Plant and Equipment | ||||
Useful life | 40 years | |||
Equipment | Minimum | ||||
Property, Plant and Equipment | ||||
Useful life | 3 years | |||
Equipment | Maximum | ||||
Property, Plant and Equipment | ||||
Useful life | 10 years | |||
Furniture and fixtures | Minimum | ||||
Property, Plant and Equipment | ||||
Useful life | 3 years | |||
Furniture and fixtures | Maximum | ||||
Property, Plant and Equipment | ||||
Useful life | 10 years | |||
Capitalized software | Minimum | ||||
Property, Plant and Equipment | ||||
Useful life | 3 years | |||
Capitalized software | Maximum | ||||
Property, Plant and Equipment | ||||
Useful life | 10 years | |||
Rotable parts | Product line exits | ||||
Investments | ||||
Impairment charges | $ 2.3 | $ 1 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Restructuring and Other Exit Costs, Supplemental Information on Cash Flows (Details) $ in Millions | 12 Months Ended | ||
May 31, 2024 USD ($) employee | May 31, 2023 USD ($) | May 31, 2022 USD ($) | |
Supplemental information on cash flows | |||
Interest paid | $ 31.9 | $ 11.1 | $ 2.1 |
Income taxes paid | 42.4 | 35.7 | 23.9 |
Income tax refunds | $ 0.6 | $ 1.3 | $ 3.8 |
Employee Severance | |||
Restructuring and other exit costs | |||
Restructuring and Related Cost, Number of Positions Eliminated | employee | 65 | ||
Cost of sales and services and Selling, general and administrative | |||
Restructuring and other exit costs | |||
Severance and furlough-related costs | $ 0.5 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Treasury Stock (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | May 31, 2024 | May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Treasury Stocks | |||||
Repurchase of shares | $ 5.1 | $ 50.1 | $ 42.4 | ||
Shares repurchased (in shares) | 1,000,000 | ||||
Restricted stock activity | 10.2 | 8.9 | $ 3.8 | ||
Re-issuance of treasury stock upon exercise of stock options, net of shares withheld to satisfy statutory tax obligations | $ 24.6 | $ 19.5 | $ 21.3 | ||
Federal statutory income tax rate (as a percent) | 21% | 21% | 21% | ||
Minimum | |||||
Treasury Stocks | |||||
Federal statutory income tax rate (as a percent) | 5% | ||||
Treasury Stock | |||||
Treasury Stocks | |||||
Total increase (decrease) in treasury stock | $ (28.7) | $ 15 | $ (20.3) | ||
Repurchase of shares | $ 5.1 | $ 50.1 | 42.4 | ||
Shares repurchased (in shares) | 100,000 | 1.2 | |||
Restricted stock activity | $ 3.7 | $ 2.2 | 8.1 | ||
Re-issuance of treasury stock upon exercise of stock options, net of shares withheld to satisfy statutory tax obligations | $ 21.7 | $ 19.2 | $ 19.3 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 01, 2024 | Mar. 20, 2023 | May 31, 2024 | Feb. 29, 2024 | Nov. 30, 2023 | Feb. 29, 2024 | May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Acquisitions | |||||||||
Business Combination, Acquisition Related Costs | $ 500,000 | ||||||||
Line of Credit | $ 0 | ||||||||
Net income | 46,300,000 | $ 90,200,000 | $ 78,700,000 | ||||||
Product support business | |||||||||
Acquisitions | |||||||||
Purchase price | 725,000,000 | ||||||||
Business Combination, Acquisition Related Costs | 21,000,000 | $ 73,000,000 | |||||||
Net income | 6,800,000 | ||||||||
Product support business | Bridge Financing Facility | |||||||||
Acquisitions | |||||||||
Interest Expense | 6,100,000 | ||||||||
Trax USA Corp | |||||||||
Acquisitions | |||||||||
Purchase price | $ 120,000,000 | ||||||||
Business Combination, Acquisition Related Costs | $ 5,100,000 | ||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,800,000 | ||||||||
Deferred Compensation Arrangement with Individual, Compensation Expense | $ 6,300,000 | $ 1,100,000 | |||||||
Escrow Deposit | 12,000,000 | ||||||||
Contingent consideration | 20,000,000 | ||||||||
Trax USA Corp | Trade Names | |||||||||
Acquisitions | |||||||||
Indefinite-Lived Intangible Assets Acquired | 6,100,000 | ||||||||
Trax USA Corp | Customer relationships | |||||||||
Acquisitions | |||||||||
Finite-Lived Intangible Assets Acquired | $ 95,700,000 | $ 33,600,000 | |||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 12 years 6 months | 12 years | |||||||
Trax USA Corp | Developed technology | |||||||||
Acquisitions | |||||||||
Finite-Lived Intangible Assets Acquired | $ 83,300,000 | $ 22,000,000 | |||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 20 years | 20 years |
Acquisitions - Fair value of as
Acquisitions - Fair value of assets acquired and liabilities (Details) - USD ($) $ in Millions | May 31, 2024 | Mar. 01, 2024 | May 31, 2023 | Mar. 20, 2023 |
Acquisitions | ||||
Accounts receivable | $ 8.8 | |||
Intangible assets | 61.7 | |||
Deferred revenue | (4.1) | |||
Deferred tax liabilities | (15.1) | |||
Other assets | 3 | |||
Other liabilities | (4.6) | |||
Net assets acquired | 49.7 | |||
Goodwill | $ 554.8 | $ 175.8 | 63.8 | |
Purchase price, net of cash acquired | $ 113.5 | |||
Product support business | ||||
Acquisitions | ||||
Accounts receivable | $ 42.2 | |||
Contract assets | 19.1 | |||
Inventory | 68.3 | |||
Rotable assets | 21 | |||
Property, plant and equipment | 36.1 | |||
Intangible assets | 179 | |||
Investment in joint venture | 17.9 | |||
Other assets | 4.3 | |||
Accounts payable | (21.6) | |||
Other liabilities | (18.6) | |||
Net assets acquired | 347.7 | |||
Goodwill | 375.2 | |||
Purchase price, net of cash acquired | $ 722.9 |
Acquisitions - Unaudited pro fo
Acquisitions - Unaudited pro forma financial information (Details) - Product support business - USD ($) $ in Millions | 12 Months Ended | |
May 31, 2024 | May 31, 2023 | |
Acquisitions | ||
Sales | $ 2,523 | $ 2,239.2 |
Net income | $ 56 | $ 48.6 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net (Details) $ in Millions | 12 Months Ended | |
May 31, 2024 USD ($) | May 31, 2023 USD ($) segment item | |
Goodwill | ||
Number of operating segments | segment | 3 | |
Number of reporting units | item | 3 | |
Changes in the carrying amount of goodwill | ||
Goodwill, beginning balance | $ 175.8 | |
Foreign currency translation adjustments | 0.5 | |
Goodwill, ending balance | 554.8 | $ 175.8 |
Product support business | ||
Changes in the carrying amount of goodwill | ||
Acquisition | 375.2 | |
Trax USA Corp | ||
Changes in the carrying amount of goodwill | ||
Acquisition | 3.3 | |
Parts Supply | ||
Changes in the carrying amount of goodwill | ||
Goodwill, beginning balance | 38.9 | |
Goodwill, ending balance | 38.9 | 38.9 |
Repair & Engineering | ||
Changes in the carrying amount of goodwill | ||
Goodwill, beginning balance | 41.4 | |
Goodwill, ending balance | 416.6 | 41.4 |
Repair & Engineering | Product support business | ||
Changes in the carrying amount of goodwill | ||
Acquisition | 375.2 | |
Integrated Solutions | ||
Changes in the carrying amount of goodwill | ||
Goodwill, beginning balance | 76.7 | |
Foreign currency translation adjustments | 0.5 | |
Goodwill, ending balance | 80.5 | 76.7 |
Integrated Solutions | Trax USA Corp | ||
Changes in the carrying amount of goodwill | ||
Acquisition | 3.3 | |
Expeditionary Services | ||
Changes in the carrying amount of goodwill | ||
Goodwill, beginning balance | 18.8 | |
Goodwill, ending balance | $ 18.8 | $ 18.8 |
Aviation Services | ||
Goodwill | ||
Number of operating segments | segment | 2 | |
Changes in the carrying amount of goodwill | ||
Goodwill impairment charges | $ 115.6 | |
Aviation Services | Parts Supply | ||
Changes in the carrying amount of goodwill | ||
Goodwill impairment charges | 38.9 | |
Aviation Services | Integrated Solutions | ||
Changes in the carrying amount of goodwill | ||
Goodwill impairment charges | $ 76.7 | |
Expeditionary Services | ||
Goodwill | ||
Number of operating segments | segment | 1 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Intangible assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Amortizable intangible assets: | |||
Gross carrying amount | $ 241.5 | $ 62.5 | |
Intangible assets, accumulated amortization | (13.3) | (6) | |
Unamortized balance of the license | 228.2 | 56.5 | |
Unamortized intangible assets: | |||
Unamortized intangible assets, Gross | 248.7 | 69.7 | |
Intangible assets, net | 235.4 | 63.7 | |
Amortization expense | $ 7.3 | 1.3 | $ 1.1 |
Minimum | |||
Unamortized intangible assets: | |||
Useful life | 12 years | ||
Maximum | |||
Unamortized intangible assets: | |||
Useful life | 20 years | ||
Trademarks | |||
Unamortized intangible assets: | |||
Unamortized intangible assets, Gross | $ 7.2 | 7.2 | |
Intangible assets, net | 7.2 | 7.2 | |
Customer relationships | |||
Amortizable intangible assets: | |||
Gross carrying amount | 136.2 | 40.5 | |
Intangible assets, accumulated amortization | (11) | (5.8) | |
Unamortized balance of the license | 125.2 | 34.7 | |
Developed technology | |||
Amortizable intangible assets: | |||
Gross carrying amount | 105.3 | 22 | |
Intangible assets, accumulated amortization | (2.3) | (0.2) | |
Unamortized balance of the license | $ 103 | $ 21.8 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net - Estimated aggregate amount of amortization expense (Details) $ in Millions | May 31, 2024 USD ($) |
Estimated aggregate amortization expense for intangible assets in each of the next five fiscal years | |
2025 | $ 16.2 |
2026 | 16.3 |
2027 | 16.3 |
2028 | 16.3 |
2029 | $ 15.8 |
Sale of Receivables (Details)
Sale of Receivables (Details) - USD ($) $ in Millions | 12 Months Ended | |||
May 31, 2024 | May 31, 2023 | May 31, 2022 | Feb. 23, 2018 | |
Sale of Receivables | ||||
Amount collected | $ 10.3 | $ 13.4 | ||
Purchase Agreement | ||||
Sale of Receivables | ||||
Maximum amount of receivables sold | 144.4 | 171.6 | $ 283.3 | |
Retained interests | 0 | |||
Remitted receivables | 143.5 | 173.8 | 306.9 | |
Amount collected | 0.9 | 1.3 | ||
Discounts on sale of our receivables | $ 0.7 | $ 0.6 | $ 0.3 | |
Maximum | Purchase Agreement | ||||
Sale of Receivables | ||||
Maximum amount of receivables sold | $ 150 |
Financing Arrangements (Details
Financing Arrangements (Details) | 12 Months Ended | |||||
Mar. 01, 2024 USD ($) | Dec. 14, 2022 USD ($) | Oct. 18, 2017 USD ($) facility | May 31, 2024 USD ($) | May 31, 2023 USD ($) | May 31, 2022 USD ($) | |
Financing Arrangements | ||||||
Debt issuance costs, net | $ (11,600,000) | $ (2,300,000) | ||||
Long-term debt | 985,400,000 | 269,700,000 | ||||
Credit agreement | $ 0 | |||||
Term loan | ||||||
Financing Arrangements | ||||||
Maximum borrowing capacity | $ 31,000,000 | |||||
Senior Notes | ||||||
Financing Arrangements | ||||||
Revolving Credit Facility with interest payable monthly | 550,000,000 | |||||
Aggregate principal amount | $ 550,000,000 | |||||
Interest rate (as a percent) | 6.75% | |||||
Redemption Period One | Senior Notes | ||||||
Financing Arrangements | ||||||
Redemption price (as a percent) | 100% | |||||
Redemption Period Two | Senior Notes | ||||||
Financing Arrangements | ||||||
Redemption price (as a percent) | 106.75% | |||||
Percentage of principal amount redeemed | 40% | |||||
2026 | ||||||
Financing Arrangements | ||||||
Redemption price (as a percent) | 103.375% | |||||
2027 | ||||||
Financing Arrangements | ||||||
Redemption price (as a percent) | 101.688% | |||||
2028 and thereafter | ||||||
Financing Arrangements | ||||||
Redemption price (as a percent) | 100% | |||||
Revolving credit facility with interest payable monthly | ||||||
Financing Arrangements | ||||||
Revolving Credit Facility with interest payable monthly | 447,000,000 | 272,000,000 | ||||
Foreign Line of Credit | ||||||
Financing Arrangements | ||||||
Credit agreement | 9,400,000 | |||||
Revolving Credit Facility | ||||||
Financing Arrangements | ||||||
Maximum borrowing capacity | $ 825,000,000 | $ 620,000,000 | ||||
Adjusted total debt to EBITDA ratio | 0.267 | |||||
Revolving Credit Facility | Revolving Credit Facility expiring December, 2027 | ||||||
Financing Arrangements | ||||||
Maximum amount borrowed | 577,000,000 | 350,000,000 | $ 124,500,000 | |||
Average daily borrowings | $ 386,300,000 | $ 210,200,000 | $ 105,900,000 | |||
Average interest rate during the year | 6.69% | 5.11% | 1.09% | |||
Revolving Credit Facility | Revolving credit facility with interest payable monthly | ||||||
Financing Arrangements | ||||||
Revolving Credit Facility with interest payable monthly | $ 447,000,000 | |||||
Line of credit facility, Additional borrowing capacity | 300,000,000 | |||||
Line of credit facility, Maximum additional borrowing capacity | $ 1,125,000,000 | |||||
Remaining borrowing capacity | 367,100,000 | |||||
Revolving Credit Facility | Revolving credit facility with interest payable monthly | Letter of Credit | ||||||
Financing Arrangements | ||||||
Income tax refunds received | $ 10,900,000 | |||||
Revolving Credit Facility | Eurodollar rate | Revolving credit facility with interest payable monthly | Minimum | ||||||
Financing Arrangements | ||||||
Debt instrument basis spread on variable rate after amendment | 1.125% | |||||
Revolving Credit Facility | Eurodollar rate | Revolving credit facility with interest payable monthly | Maximum | ||||||
Financing Arrangements | ||||||
Debt instrument basis spread on variable rate after amendment | 2.50% | |||||
Revolving Credit Facility | Base rate | ||||||
Financing Arrangements | ||||||
Increase in basis spread on variable rate | 1.50% | |||||
Revolving Credit Facility | Base rate | Revolving credit facility with interest payable monthly | Minimum | ||||||
Financing Arrangements | ||||||
Debt instrument basis spread on variable rate after amendment | 0.125% | |||||
Revolving Credit Facility | Base rate | Revolving credit facility with interest payable monthly | Maximum | ||||||
Financing Arrangements | ||||||
Debt instrument basis spread on variable rate after amendment | 1.50% | |||||
Revolving Credit Facility | SOFR | ||||||
Financing Arrangements | ||||||
Increase in basis spread on variable rate | 2.50% | |||||
Revolving Credit Facility | SOFR | Revolving credit facility with interest payable monthly | ||||||
Financing Arrangements | ||||||
Debt instrument basis spread on variable rate after amendment | 0.10% | |||||
MRO facilities acquired in Canada owned by Premier Aviation | ||||||
Financing Arrangements | ||||||
Number of facilities acquired | facility | 2 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
May 31, 2024 USD ($) item $ / shares shares | May 31, 2023 USD ($) $ / shares shares | May 31, 2022 USD ($) $ / shares shares | |
Stock options, additional disclosures | |||
Weighted-average remaining term (in years) for options outstanding | 6 years 4 months 24 days | 6 years 2 months 12 days | 6 years 8 months 12 days |
Weighted-average remaining term (in years) for options exercisable | 5 years 6 months | 5 years 2 months 12 days | 5 years 8 months 12 days |
2013 Stock Plan | |||
Stock-Based Compensation | |||
Total number of shares granted since inception | 6,291,628 | ||
Shares available for future grant | 2,268,156 | ||
Employee Stock Option | |||
Stock-Based Compensation | |||
Expiration term | 10 years | ||
First number of equal annual increments in which stock options are exercisable | item | 3 | ||
Commencement period after the date of grant for annual increments of stock options becoming exercisable | 1 year | ||
Weighted average fair value of stock options granted (in dollars per share) | $ / shares | $ 25.31 | $ 17.61 | $ 13.42 |
Assumptions used in the Black-Scholes option pricing models to estimate the fair value of each stock option grant | |||
Risk-free interest rate | 4.10% | 3.10% | 0.80% |
Expected volatility of common stock | 42.30% | 42.20% | 41.60% |
Dividend yield | 0% | 0% | 0.80% |
Expected option term in years | 5 years 1 month 6 days | 5 years 2 months 12 days | 5 years 3 months 18 days |
Shares | |||
Outstanding at beginning of year (in shares) | 1,573,000 | 2,045,000 | 2,612,000 |
Granted (in shares) | 141,545 | 221,900 | 144,815 |
Exercised (in shares) | (706,000) | (631,000) | (686,000) |
Cancelled (in shares) | (5,000) | (63,000) | (26,000) |
Outstanding at end of year (in shares) | 1,004,000 | 1,573,000 | 2,045,000 |
Options exercisable at end of year (in shares) | 696,000 | 1,018,000 | 1,189,000 |
Weighted Average Exercise Price | |||
Outstanding at beginning of year (in dollars per share) | $ / shares | $ 33.24 | $ 29.86 | $ 28.34 |
Exercise price (in dollars per share) | $ / shares | 58.27 | 41.88 | 37.84 |
Exercised (in dollars per share) | $ / shares | 30.67 | 25.31 | 25.53 |
Cancelled (in dollars per share) | $ / shares | 48.40 | 33.25 | 36.17 |
Outstanding at end of year (in dollars per share) | $ / shares | 38.49 | 33.24 | 29.86 |
Options exercisable at end of year (in dollars per share) | $ / shares | $ 33.95 | $ 35.09 | $ 33.57 |
Stock options, additional disclosures | |||
Total fair value of stock options vested | $ | $ 3.3 | $ 3.6 | $ 4.3 |
Total intrinsic value of stock options exercised | $ | 22.5 | 15.5 | 14.4 |
Aggregate intrinsic value of options outstanding | $ | 32.7 | 26.6 | |
Unearned compensation not yet recognized | $ | $ 3.7 | ||
Average remaining expensed period of unearned compensation | 1 year 8 months 12 days | ||
Employee Stock Option | Selling, general and administrative expenses | |||
Stock options, additional disclosures | |||
Compensation expense | $ | $ 3 | $ 3.5 | $ 3.8 |
Restricted stock | |||
Stock-Based Compensation | |||
Granted (in shares) | 192,000 | ||
Stock options, additional disclosures | |||
Unearned compensation not yet recognized | $ | $ 12.9 | ||
Average remaining expensed period of unearned compensation | 1 year 6 months | ||
Restricted stock | Minimum | |||
Stock-Based Compensation | |||
Vesting period | 1 year | ||
Restricted stock | Maximum | |||
Stock-Based Compensation | |||
Vesting period | 3 years | ||
Performance Shares | |||
Stock-Based Compensation | |||
Vesting period | 3 years |
Equity - Restricted Stock (Deta
Equity - Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Selling, general and administrative expenses | |||
Weighted Average Fair Value on Grant Date | |||
Excess tax benefit recognized | $ 12.3 | $ 10 | $ 4.4 |
Restricted stock | |||
Number of Shares | |||
Nonvested at beginning of year (in shares) | 572,000 | ||
Granted (in shares) | 192,000 | ||
Vested (in shares) | (125,000) | ||
Forfeited (in shares) | (3,000) | ||
Nonvested at end of year (in shares) | 636,000 | 572,000 | |
Weighted Average Fair Value on Grant Date | |||
Nonvested at the beginning of the period (in dollars per share) | $ 43.92 | ||
Granted (in dollars per share) | 57.53 | ||
Vested (in dollars per share) | 24.56 | ||
Forfeited (in dollars per share) | 46.58 | ||
Nonvested at the end of the period (in dollars per share) | $ 48.84 | $ 43.92 | |
Unearned compensation not yet recognized | $ 12.9 | ||
Average remaining expensed period of unearned compensation | 1 year 6 months | ||
Performance based restricted stock | Executives and other key employees | |||
Number of Shares | |||
Granted (in shares) | 81,100 | 74,660 | 43,010 |
Time based restricted stock | Board of Directors | |||
Number of Shares | |||
Granted (in shares) | 23,888 | 28,851 | 32,307 |
Time based restricted stock | Executives and other key employees | |||
Number of Shares | |||
Granted (in shares) | 111,018 | 93,450 | 260,742 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Current: | ||||
Federal | $ 21,000 | $ 25,900 | $ 11,000 | |
State | 4,000 | 2,900 | 2,600 | |
Foreign | 7,500 | 4,800 | 4,300 | |
Total current | 32,500 | 33,600 | 17,900 | |
Deferred | (20,500) | (2,200) | 8,700 | |
Provision for income tax | $ 12,000 | $ 31,400 | $ 26,600 | |
Reconciliation of effective income tax | ||||
Federal statutory income tax rate (as a percent) | 21% | 21% | 21% | |
Pension settlement | (8.60%) | |||
Tax benefit from stock-based compensation | (5.10%) | (2.00%) | (2.00%) | |
Non-deductible compensation | 4.40% | 2.80% | 1.10% | |
State income taxes, net of federal benefit | 5% | 2.60% | 4.90% | |
Other | 3.90% | 1.50% | 0.30% | |
Effective income tax rate | 20.60% | 25.90% | 25.30% | |
Income before provision for income taxes | $ 58,300 | $ 121,200 | $ 105,100 | |
Deferred tax assets: | ||||
Operating lease liabilities | 25,600 | 17,800 | ||
Employee and retirement benefits | 9,000 | 8,000 | ||
State net operating losses | 6,200 | 6,900 | ||
Other | 6,900 | 4,400 | ||
Total deferred tax assets | 47,700 | 37,100 | ||
Deferred tax liabilities: | ||||
ROU operating lease assets | (26,500) | (18,600) | ||
Intangible assets | (24,900) | (27,300) | ||
Tangible assets | (15,200) | (19,500) | ||
Other | (5,000) | (5,300) | ||
Total deferred tax liabilities | (71,600) | (70,700) | ||
Net deferred tax liabilities | $ (23,900) | (33,600) | ||
Minimum | ||||
Reconciliation of effective income tax | ||||
Federal statutory income tax rate (as a percent) | 5% | |||
Deferred tax liabilities: | ||||
Period for net operating losses carry forward (in years) | 5 years | |||
Maximum | ||||
Deferred tax liabilities: | ||||
Period for net operating losses carry forward (in years) | 20 years | |||
Prepaid expenses and other current assets | ||||
Deferred tax liabilities: | ||||
Income tax receivable | $ 13,200 | 6,800 | ||
Domestic | ||||
Reconciliation of effective income tax | ||||
Income before provision for income taxes | 14,600 | 87,700 | 77,100 | |
Foreign | ||||
Reconciliation of effective income tax | ||||
Income before provision for income taxes | $ 43,700 | $ 33,500 | $ 28,000 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
May 31, 2023 | May 31, 2022 | May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Basic and Diluted EPS: | |||||
Income from continuing operations | $ 46.3 | $ 89.8 | $ 78.5 | ||
Less income attributable to participating shares | (0.5) | (1.1) | (0.6) | ||
Income from continuing operations attributable to common stockholders | 45.8 | 88.7 | 77.9 | ||
Income from discontinued operations attributable to common shareholders | 0.4 | 0.2 | |||
Net income attributable to common stockholders for earnings per share, Basic | 45.8 | 89.1 | 78.1 | ||
Net income attributable to common stockholders for earnings per share, Diluted | $ 89.1 | $ 78.1 | $ 35.4 | ||
Weighted Average Shares: | |||||
Weighted average common shares outstanding-basic | 35,100,000 | 34,700,000 | 35,600,000 | ||
Additional shares from the assumed exercise of stock options | 300,000 | 400,000 | 400,000 | ||
Weighted average common shares outstanding-diluted | 35,400,000 | 35,100,000 | 36,000,000 | ||
Earnings per share - basic: | |||||
Earnings from continuing operations | $ 1.30 | $ 2.55 | $ 2.19 | ||
Income from discontinued operations | 0.01 | 0.01 | |||
Earnings per share - basic | 1.30 | 2.56 | 2.20 | ||
Earnings per share - diluted: | |||||
Earnings from continuing operations | 1.29 | 2.52 | 2.16 | ||
Income from discontinued operations | 0.01 | 0.01 | |||
Earnings per share - diluted | $ 1.29 | $ 2.53 | $ 2.17 | ||
Antidilutive shares excluded from the computation of diluted earnings per share (in shares) | 197,300 | 229,800 | |||
Impact of Net Loss on Participating Securities | $ 0 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |||
May 31, 2024 | May 31, 2023 | May 31, 2022 | May 31, 2021 | |
Employee benefit plans | ||||
Pension expense | $ 3.7 | $ 3.8 | $ 0.2 | |
Benefit plan contribution excise tax rate upon withdrawal | 20% | |||
Benefit plan remaining surplus plan assets | $ 5.1 | |||
Benefit plan utilize to non-elective discretionary contribution | 3.6 | |||
Change in projected benefit obligation: | ||||
Non-cash, after-tax pension settlement charge | $ 16.1 | |||
Net Periodic Benefit Cost | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | |||
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | |||
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Amortization of Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | |||
Defined Benefit Pension Plans | ||||
Employee benefit plans | ||||
Pension expense | $ 1.3 | 1.2 | $ 0.5 | |
Merged U.S. Plan | ||||
Change in the fair value of plan assets: | ||||
Funded status at end of year | 26.7 | |||
Net Periodic Benefit Cost | ||||
Service cost | 0.2 | |||
Interest cost | 1.9 | |||
Expected return on plan assets | (2.4) | |||
Total | $ (0.3) | |||
Other U.S. Plans | ||||
Net Periodic Benefit Cost | ||||
Service cost | 0.2 | |||
Interest cost | 1.5 | |||
Expected return on plan assets | (2.1) | |||
Total | $ (0.4) | |||
Netherlands Plan | ||||
Employee benefit plans | ||||
Discount rate (as a percent) | 3.60% | 3.70% | ||
Pension expenses for discount rate | 3.70% | 2.80% | 1.20% | |
Benefit plan assumptions used expected long term rate of return | 4.80% | 3.90% | 3.30% | |
Change in projected benefit obligation: | ||||
Projected benefit obligation at beginning of year | $ 51.3 | $ 56.4 | ||
Service cost | 0.2 | 0.2 | ||
Interest cost | 1.9 | 1.5 | ||
Net actuarial gain | 0.4 | (4.6) | ||
Benefits and administrative payments | (2) | (1.5) | ||
Foreign currency translation adjustment | 0.9 | (0.7) | ||
Projected benefit obligation at end of year | 52.7 | 51.3 | $ 56.4 | |
Change in the fair value of plan assets: | ||||
Fair value of plan assets at beginning of year | 50.2 | 57.2 | ||
Actual return on plan assets | 2.2 | (4.8) | ||
Benefits and administrative payments | (2) | (1.5) | ||
Foreign currency translation adjustment | (1) | 0.7 | ||
Fair value of plan assets at end of year | 51.4 | 50.2 | 57.2 | |
Funded status at end of year | (1.3) | (1.1) | ||
Accumulated other comprehensive loss | 6.8 | 6.3 | ||
Accumulated benefit obligation | 50.6 | 48.6 | ||
Accumulated benefit obligation in excess of plan assets | ||||
Accumulated benefit obligation | $ 50.6 | $ 48.6 | ||
Net Periodic Benefit Cost | ||||
Service cost | 1.2 | |||
Interest cost | 1 | |||
Expected return on plan assets | (2.5) | |||
Recognized net actuarial loss | 0.2 | |||
Total | $ (0.1) | |||
Key weighted-average assumptions used in the measurement of the company's projected benefit obligations | ||||
Discount rate (as a percent) | 3.60% | 3.70% | ||
Weighted-average assumptions used to determine net periodic pension expense | ||||
Discount rate: (as a percent) | 3.70% | 2.80% | 1.20% |
Employee Benefit Plans - Reconc
Employee Benefit Plans - Reconciliation of Pension Assets (Details) - Defined Benefit Pension Plans - USD ($) $ in Millions | May 31, 2024 | May 31, 2023 |
Quoted prices in active markets (Level 1) | Funds-of-funds | ||
Employee benefit plans | ||
Fair value of plan assets | $ 40.7 | $ 39.9 |
Quoted prices in active markets (Level 1) | Total Investments | ||
Employee benefit plans | ||
Fair value of plan assets | 40.7 | 39.9 |
Significant other observable inputs (Level 2) | Insurance Annuities | ||
Employee benefit plans | ||
Fair value of plan assets | 10.7 | 10.3 |
Significant other observable inputs (Level 2) | Total Investments | ||
Employee benefit plans | ||
Fair value of plan assets | 10.7 | 10.3 |
Significant other unobservable inputs (Level 3) | Funds-of-funds | ||
Employee benefit plans | ||
Fair value of plan assets | 40.7 | 39.9 |
Significant other unobservable inputs (Level 3) | Insurance Annuities | ||
Employee benefit plans | ||
Fair value of plan assets | 10.7 | 10.3 |
Significant other unobservable inputs (Level 3) | Total Investments | ||
Employee benefit plans | ||
Fair value of plan assets | $ 51.4 | $ 50.2 |
Employee Benefit Plans - Future
Employee Benefit Plans - Future Benefit Payments and Defined Contribution Plan (Details) - USD ($) $ in Millions | 7 Months Ended | 12 Months Ended | ||||
Jan. 01, 2020 | May 31, 2024 | May 31, 2023 | May 31, 2022 | May 31, 2021 | May 31, 2020 | |
Defined Contribution Plan | ||||||
Vesting period | 3 years | |||||
Expense recognized in statement of income | $ 3.7 | $ 3.8 | $ 0.2 | |||
Contribution plan | $ 8.5 | 7.5 | 7.3 | |||
Minimum | ||||||
Defined Contribution Plan | ||||||
Maximum percentage of pretax compensation that can be contributed by employees' for 401 (k) defined contribution plan | 4% | |||||
Maximum | ||||||
Defined Contribution Plan | ||||||
Maximum percentage of pretax compensation that can be contributed by employees' for 401 (k) defined contribution plan | 0.50% | 75% | ||||
Maximum matching contribution of employer for 401 (k) defined contribution plan (as a percent) | 6% | |||||
Defined Benefit Pension Plans | ||||||
Estimated future pension payments | ||||||
2025 | 2.1 | |||||
2026 | 2.2 | |||||
2027 | 2.2 | |||||
2028 | 2.3 | |||||
2029 | 2.3 | |||||
2030 to 2034 | 12 | |||||
Defined Contribution Plan | ||||||
Expense recognized in statement of income | 1.3 | $ 1.2 | $ 0.5 | |||
Domestic plans | ||||||
Estimated future pension payments | ||||||
Anticipated contribution in next fiscal year | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Accumulated Other Comprehensive Loss | |||
Beginning Balance | $ (23.5) | $ (19.6) | $ (18.3) |
Other comprehensive income (loss) before reclassifications | (0.1) | (2.2) | (2.1) |
Amounts reclassified from AOCL | 14.8 | (1.7) | 0.8 |
Total other comprehensive income loss | 14.7 | (3.9) | (1.3) |
Ending Balance | (8.8) | (23.5) | (19.6) |
Currency Translation Adjustments | |||
Accumulated Other Comprehensive Loss | |||
Beginning Balance | (5.7) | (2.8) | 3.9 |
Other comprehensive income (loss) before reclassifications | 0.2 | (2.9) | (6.7) |
Amounts reclassified from AOCL | 0 | ||
Total other comprehensive income loss | 0.2 | (2.9) | (6.7) |
Ending Balance | (5.5) | (5.7) | (2.8) |
Pensions Plans | |||
Accumulated Other Comprehensive Loss | |||
Beginning Balance | (17.8) | (16.8) | (22.2) |
Other comprehensive income (loss) before reclassifications | (0.3) | 0.7 | 4.6 |
Amounts reclassified from AOCL | 14.8 | (1.7) | 0.8 |
Total other comprehensive income loss | 14.5 | (1) | 5.4 |
Ending Balance | $ (3.3) | $ (17.8) | $ (16.8) |
Other Non-current Assets (Detai
Other Non-current Assets (Details) - USD ($) $ in Millions | May 31, 2024 | May 31, 2023 |
Other Non-current Assets | ||
License fees, net | $ 51.8 | $ 39.6 |
Investments in joint ventures | 35.8 | 16.6 |
Contract assets | 24.6 | 27.5 |
Assets under deferred compensation plan | 18.9 | 15.2 |
Debt and equity investments | 14.4 | 11.4 |
Pension assets | 1.5 | 8.7 |
Other | 8.6 | 8.8 |
Other non-current assets | $ 155.6 | $ 127.8 |
Other Non-current Assets - Inve
Other Non-current Assets - Investments in Joint Ventures (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 USD ($) | Jun. 30, 2020 USD ($) | Jun. 30, 2011 | May 31, 2022 USD ($) engine | May 31, 2024 USD ($) | May 31, 2023 USD ($) | May 31, 2022 USD ($) | |
Investments in Joint Ventures | |||||||
Investments in joint ventures | $ 35.8 | $ 16.6 | |||||
Income (losses) from joint ventures | (0.2) | (3.2) | $ (2.9) | ||||
License Fees | |||||||
License fees, net | 51.8 | 39.6 | |||||
AAR sumisho aviation services | |||||||
Investments in Joint Ventures | |||||||
Income (losses) from joint ventures | 4.9 | 1.5 | 1 | ||||
Unison Industries | |||||||
License Fees | |||||||
Agreement period (in years) | 1 year | 10 years | |||||
Payment of license fee | $ 18 | $ 25 | |||||
License fee capitalized | $ 18 | $ 25 | |||||
License fees, net | $ 33 | ||||||
Owned Through Joint Ventures | |||||||
Investments in Joint Ventures | |||||||
Percentage on outstanding debt | 40% | ||||||
Owned Through Joint Ventures | Aircraft | |||||||
Investments in Joint Ventures | |||||||
Payment of evaluation and inspection services | $ 1.6 | 1 | 1.1 | ||||
Number of aircraft engines acquired | engine | 2 | ||||||
Payments to acquire aircraft and engine | $ 16.8 | 16.8 | |||||
Remarketing fees earned | 0.2 | ||||||
Net cash proceeds from sale of aircraft by joint ventures | $ 17 | ||||||
Owned Through Joint Ventures | Joint venture in India to operate an airframe maintenance facility | |||||||
Investments in Joint Ventures | |||||||
Investments in joint ventures | $ 10.1 | ||||||
Ownership interest in joint ventures (as a percent) | 40% | ||||||
Owned Through Joint Ventures | Joint venture in India | |||||||
Investments in Joint Ventures | |||||||
Investments in joint ventures | $ 6.5 | ||||||
Percentage on outstanding debt | 40% | ||||||
Amount of guarantee liability recognized | $ 9.4 | ||||||
Loan to joint venture | 3.6 | ||||||
Income (losses) from joint ventures | $ 0.2 | $ (2.7) | $ (1.8) | ||||
Owned Through Joint Ventures | AAR sumisho aviation services | |||||||
Investments in Joint Ventures | |||||||
Ownership interest in joint ventures (as a percent) | 50% |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Operating lease cost | |||
Operating lease cost | $ 23.9 | $ 20.3 | $ 20.8 |
Short-term lease cost | 6.6 | 5.9 | 2.2 |
Variable lease cost | 5.4 | 3.2 | 9.2 |
Total operating lease cost | $ 35.9 | $ 29.4 | $ 32.2 |
Leases - Maturities (Details)
Leases - Maturities (Details) - USD ($) $ in Millions | May 31, 2024 | May 31, 2023 |
Future minimum payments under operating leases | ||
2025 | $ 16.7 | |
2026 | 12.8 | |
2027 | 10.8 | |
2028 | 9.8 | |
2029 | 7.4 | |
Thereafter | 88.8 | |
Total undiscounted payments | 146.3 | |
Less: Imputed interest | (52.8) | |
Present value of minimum lease payments | $ 93.5 | |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current, Operating lease liabilities - non-current | |
Less: Operating lease liabilities - current | $ (13.2) | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | |
Operating lease liabilities - non-current | $ 80.3 | $ 48.2 |
Leases - weighted-average remai
Leases - weighted-average remaining lease term and weighted-average discount rate (Details) | May 31, 2024 | May 31, 2023 |
Leases | ||
Remaining lease term | 12 years | 6 years 10 months 24 days |
Discount rate | 5.90% | 3.80% |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Leases | |||
Cash paid for amounts included in the measurement of lease liabilities | $ 16.4 | $ 14.5 | $ 14.1 |
Operating lease liabilities arising from obtaining ROU assets | $ 42 | $ 4.5 | $ 9.5 |
Commitments (Details)
Commitments (Details) $ in Millions | May 31, 2024 USD ($) |
Aggregate amount of purchase obligations due in each of the next five fiscal years | |
2025 | $ 527.5 |
2026 | 98.3 |
2027 | 27 |
2028 | 2.4 |
2029 | 0.8 |
Letters of credit and performance bonds outstanding | 22.5 |
Owned Through Joint Ventures | |
Aggregate amount of purchase obligations due in each of the next five fiscal years | |
Letters of credit and performance bonds outstanding | $ 12.9 |
Percentage on outstanding debt | 40% |
Government Subsidies (Details)
Government Subsidies (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Amounts paid, Deferred payroll taxes, CARES Act | $ 6.2 | $ 6.2 | |||
Employment subsidies from foreign governments | $ 1.6 | $ 4.9 | |||
Cost of sales | |||||
Amount of contra-expense | $ 1.5 | 2.4 | |||
Selling, general and administrative expenses | |||||
Amount of contra-expense | $ 0.2 | $ 0.3 |
Sale of Composites Business (De
Sale of Composites Business (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Aug. 31, 2020 | Nov. 30, 2021 | May 31, 2021 | Aug. 31, 2020 | May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Sale of Composites Business | |||||||
Losses on sale and exit of business | $ 2.8 | $ 0.7 | $ 1.7 | ||||
Composites Business | |||||||
Sale of Composites Business | |||||||
Losses on sale and exit of business | $ 0.7 | $ 19.5 | |||||
Maximum contingent consideration | $ 6.5 | $ 6.5 | |||||
Contingent consideration period for achievement of target sales | 3 years | ||||||
Charge recognized to reflect reduction of fair value | $ 1.3 | ||||||
Fair value of earn-out consideration | $ 0 |
Business Segment Information -
Business Segment Information - Sales by Segment (Details) $ in Millions | 12 Months Ended | ||
May 31, 2024 USD ($) segment | May 31, 2023 USD ($) | May 31, 2022 USD ($) | |
Business Segment Information | |||
Number of new operating segments | segment | 3 | ||
Net sales | $ 2,318.9 | $ 1,990.5 | $ 1,820 |
Inter-segment Sales | |||
Business Segment Information | |||
Net sales | 97.3 | 99.3 | 107.7 |
Total Sales | |||
Business Segment Information | |||
Net sales | 2,416.2 | 2,089.8 | 1,927.7 |
Parts Supply | |||
Business Segment Information | |||
Net sales | 967 | 818.4 | 678.3 |
Parts Supply | Inter-segment Sales | |||
Business Segment Information | |||
Net sales | 8.6 | 19.3 | 53.2 |
Parts Supply | Total Sales | |||
Business Segment Information | |||
Net sales | 975.6 | 837.7 | 731.5 |
Repair & Engineering | |||
Business Segment Information | |||
Net sales | 640.1 | 533.4 | 470.7 |
Repair & Engineering | Inter-segment Sales | |||
Business Segment Information | |||
Net sales | 87.8 | 79.8 | 54.1 |
Repair & Engineering | Total Sales | |||
Business Segment Information | |||
Net sales | 727.9 | 613.2 | 524.8 |
Integrated Solutions | |||
Business Segment Information | |||
Net sales | 641.9 | 546.9 | 596.8 |
Integrated Solutions | Inter-segment Sales | |||
Business Segment Information | |||
Net sales | 0.9 | 0.2 | 0.1 |
Integrated Solutions | Total Sales | |||
Business Segment Information | |||
Net sales | 642.8 | 547.1 | 596.9 |
Expeditionary Services | |||
Business Segment Information | |||
Net sales | 69.9 | 91.8 | 74.2 |
Expeditionary Services | Inter-segment Sales | |||
Business Segment Information | |||
Net sales | 0.3 | ||
Expeditionary Services | Total Sales | |||
Business Segment Information | |||
Net sales | $ 69.9 | $ 91.8 | $ 74.5 |
Business Segment Information _2
Business Segment Information - Reconciliation of segment operating income to income from continuing operations before provision for income taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Business Segment Information | |||
Operating income | $ 129.2 | $ 133.9 | $ 106.9 |
Pension settlement charge | (26.7) | (1.4) | |
Losses related to sale and exit of business | (2.8) | (0.7) | (1.7) |
Other income (expense), net | (0.4) | (0.8) | 2.2 |
Interest expense | (43.2) | (12.2) | (2.4) |
Interest income | 2.2 | 1 | 0.1 |
Income from continuing operations before income taxes | 58.3 | 121.2 | 105.1 |
Operating segments | |||
Business Segment Information | |||
Operating income | 189.7 | 167.2 | 134.5 |
Operating segments | Parts Supply | |||
Business Segment Information | |||
Operating income | 109.8 | 93.7 | 74.8 |
Operating segments | Repair & Engineering | |||
Business Segment Information | |||
Operating income | 52.5 | 35.3 | 29.1 |
Operating segments | Integrated Solutions | |||
Business Segment Information | |||
Operating income | 23.9 | 30.5 | 21.4 |
Operating segments | Expeditionary Services | |||
Business Segment Information | |||
Operating income | 3.5 | 7.7 | 9.2 |
Corporate and other | |||
Business Segment Information | |||
Operating income | $ (60.5) | $ (33.3) | $ (27.6) |
Business Segment Information _3
Business Segment Information - Sales and Gross Profit (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Business Segment Information | |||
Total assets | $ 2,770 | $ 1,833.1 | |
Continuing operations | |||
Business Segment Information | |||
Capital expenditures | 29.7 | 29.5 | $ 17.3 |
Depreciation and amortization, including amortization of stock-based compensation, Gross | 56.5 | 41.4 | 41.3 |
Continuing operations | Corporate | |||
Business Segment Information | |||
Depreciation and amortization, including amortization of stock-based compensation, Gross | 17 | 14.2 | 8.5 |
Discontinued operations | Corporate | |||
Business Segment Information | |||
Total assets | 180.6 | 161.7 | |
Parts Supply | |||
Business Segment Information | |||
Total assets | 732.8 | 587.6 | |
Parts Supply | Continuing operations | |||
Business Segment Information | |||
Capital expenditures | 0.8 | 2.2 | 2 |
Depreciation and amortization, including amortization of stock-based compensation, Gross | 8.4 | 6.2 | 6.8 |
Repair & Engineering | |||
Business Segment Information | |||
Total assets | 1,235.4 | 433.4 | |
Repair & Engineering | Continuing operations | |||
Business Segment Information | |||
Capital expenditures | 11.9 | 15.1 | 12.8 |
Depreciation and amortization, including amortization of stock-based compensation, Gross | 12.2 | 7.6 | 8.8 |
Integrated Solutions | |||
Business Segment Information | |||
Total assets | 542.1 | 583.4 | |
Integrated Solutions | Continuing operations | |||
Business Segment Information | |||
Capital expenditures | 5.2 | 5.7 | 1.4 |
Depreciation and amortization, including amortization of stock-based compensation, Gross | 17.4 | 11.9 | 15.6 |
Expeditionary Services | |||
Business Segment Information | |||
Total assets | 79.1 | 67 | |
Expeditionary Services | Continuing operations | |||
Business Segment Information | |||
Capital expenditures | 8.5 | 6.1 | 1 |
Depreciation and amortization, including amortization of stock-based compensation, Gross | 1.5 | 1.5 | 1.6 |
Corporate and other | Continuing operations | |||
Business Segment Information | |||
Capital expenditures | $ 3.3 | $ 0.4 | $ 0.1 |
Business Segment Information _4
Business Segment Information - Customers Percentage of Sales (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Business Segment Information | |||
Net sales | $ 2,318.9 | $ 1,990.5 | $ 1,820 |
U.S. Department of Defense, other U.S. government agencies and their contractors | |||
Business Segment Information | |||
Net sales | 576.1 | 577 | 620 |
Parts Supply | |||
Business Segment Information | |||
Net sales | 967 | 818.4 | 678.3 |
Parts Supply | U.S. Department of Defense, other U.S. government agencies and their contractors | |||
Business Segment Information | |||
Net sales | 99.3 | 111 | 106.7 |
Parts Supply | Commercial | |||
Business Segment Information | |||
Net sales | 800.6 | 645 | 510.7 |
Parts Supply | Government and defense | |||
Business Segment Information | |||
Net sales | 166.4 | 173.4 | 167.6 |
Repair & Engineering | |||
Business Segment Information | |||
Net sales | 640.1 | 533.4 | 470.7 |
Repair & Engineering | U.S. Department of Defense, other U.S. government agencies and their contractors | |||
Business Segment Information | |||
Net sales | 61 | 48.5 | 56.2 |
Repair & Engineering | Commercial | |||
Business Segment Information | |||
Net sales | 574.1 | 478.5 | 407 |
Repair & Engineering | Government and defense | |||
Business Segment Information | |||
Net sales | 66 | 54.9 | 63.7 |
Integrated Solutions | |||
Business Segment Information | |||
Net sales | 641.9 | 546.9 | 596.8 |
Integrated Solutions | U.S. Department of Defense, other U.S. government agencies and their contractors | |||
Business Segment Information | |||
Net sales | 356.6 | 340.2 | 394.5 |
Integrated Solutions | Commercial | |||
Business Segment Information | |||
Net sales | 257.1 | 197 | 163.9 |
Integrated Solutions | Government and defense | |||
Business Segment Information | |||
Net sales | 384.8 | 349.9 | 432.9 |
Expeditionary Services | |||
Business Segment Information | |||
Net sales | 69.9 | 91.8 | 74.2 |
Expeditionary Services | U.S. Department of Defense, other U.S. government agencies and their contractors | |||
Business Segment Information | |||
Net sales | 59.2 | 77.3 | 62.6 |
Expeditionary Services | Commercial | |||
Business Segment Information | |||
Net sales | 6.1 | 8.3 | 2.2 |
Expeditionary Services | Government and defense | |||
Business Segment Information | |||
Net sales | $ 63.8 | $ 83.5 | $ 72 |
Customer | Total sales | U.S. Department of Defense, other U.S. government agencies and their contractors | |||
Business Segment Information | |||
Percentage of total sales | 24.80% | 29% | 34.10% |
Business Segment Information _5
Business Segment Information - Geographic Data (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2024 | May 31, 2023 | May 31, 2022 | |
Business Segment Information | |||
Net sales | $ 2,318.9 | $ 1,990.5 | $ 1,820 |
Long-lived assets | 1,380.4 | 735.2 | |
United States | |||
Business Segment Information | |||
Long-lived assets | 1,174.6 | 559.9 | |
Europe/Africa | |||
Business Segment Information | |||
Long-lived assets | 90.9 | 78.5 | |
Other | |||
Business Segment Information | |||
Long-lived assets | 114.9 | 96.8 | |
Foreign countries | |||
Business Segment Information | |||
Net sales | $ 770 | $ 588.6 | $ 484.5 |
Foreign countries | Total sales | Geographic concentration | |||
Business Segment Information | |||
Percentage of total sales | 33.20% | 29.60% | 26.60% |
Parts Supply | |||
Business Segment Information | |||
Net sales | $ 967 | $ 818.4 | $ 678.3 |
Parts Supply | North America | |||
Business Segment Information | |||
Net sales | 532.1 | 493.3 | 414 |
Parts Supply | Europe/Africa | |||
Business Segment Information | |||
Net sales | 252.9 | 190.8 | 144.9 |
Parts Supply | Asia | |||
Business Segment Information | |||
Net sales | 146.4 | 108.9 | 88 |
Parts Supply | Other | |||
Business Segment Information | |||
Net sales | 35.6 | 25.4 | 31.4 |
Repair & Engineering | |||
Business Segment Information | |||
Net sales | 640.1 | 533.4 | 470.7 |
Repair & Engineering | North America | |||
Business Segment Information | |||
Net sales | 572.1 | 488.6 | 438.7 |
Repair & Engineering | Europe/Africa | |||
Business Segment Information | |||
Net sales | 40.6 | 25.2 | 20.6 |
Repair & Engineering | Other | |||
Business Segment Information | |||
Net sales | 27.4 | 19.6 | 11.4 |
Integrated Solutions | |||
Business Segment Information | |||
Net sales | 641.9 | 546.9 | 596.8 |
Integrated Solutions | North America | |||
Business Segment Information | |||
Net sales | 536 | 461.7 | 493.5 |
Integrated Solutions | Europe/Africa | |||
Business Segment Information | |||
Net sales | 78 | 51.4 | 58.2 |
Integrated Solutions | Other | |||
Business Segment Information | |||
Net sales | 27.9 | 33.8 | 45.1 |
Expeditionary Services | |||
Business Segment Information | |||
Net sales | 69.9 | 91.8 | 74.2 |
Expeditionary Services | North America | |||
Business Segment Information | |||
Net sales | 68.6 | 89.6 | 74 |
Expeditionary Services | Other | |||
Business Segment Information | |||
Net sales | $ 1.3 | $ 2.2 | $ 0.2 |
Legal Proceedings and Other M_2
Legal Proceedings and Other Matters - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Sep. 26, 2023 USD ($) | Mar. 31, 2022 USD ($) | Aug. 31, 2023 USD ($) | May 31, 2017 engine | May 31, 2016 engine | Jul. 31, 2024 USD ($) | May 31, 2024 USD ($) | May 31, 2023 USD ($) | Feb. 28, 2023 USD ($) | |
Legal Proceedings | |||||||||
Loss contingency, loss recognized in period | $ 11.2 | ||||||||
Number of engines purchased | engine | 4 | 4 | |||||||
Litigation settlement, amount awarded to other party | $ 13 | $ 1.8 | |||||||
Fair market value of engines at the time of sale | $ 13 | ||||||||
Liability | $ 1.8 | ||||||||
Expected loss from Judgement | $ 13 | ||||||||
Loss contingency liability recognized | $ 13 | ||||||||
Customer filed suit against claiming damages | $ 32 | ||||||||
Amount appealed | $ 1.8 |