Cover Page
Cover Page - shares | 3 Months Ended | |
Aug. 31, 2020 | Oct. 05, 2020 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001275187 | |
Current Fiscal Year End Date | --05-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Aug. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 0-50761 | |
Entity Registrant Name | AngioDynamics, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 11-3146460 | |
Entity Address, Address Line One | 14 Plaza Drive | |
Entity Address, City or Town | Latham | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 12110 | |
City Area Code | 518 | |
Local Phone Number | 795-1400 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 37,953,078 | |
Common Stock | ||
Title of 12(b) Security | Common stock, par value $.01 | |
Trading Symbol | ANGO | |
Security Exchange Name | NASDAQ | |
Preferred Stock Purchase Rights | ||
No Trading Symbol Flag | true | |
Title of 12(b) Security | Preferred Stock Purchase Rights | |
Security Exchange Name | NASDAQ |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Aug. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The following table provides a description of recent accounting pronouncements that may have a material effect on the Company's consolidated financial statements: Recently Issued Accounting Pronouncements - Adopted Standard Description Date Adopted Effect on the Consolidated Financial Statements ASU 2018-13, Fair Value Measurement (Topic 820) This ASU removes, modifies and adds various disclosure requirements related to fair value disclosures. Disclosures related to transfers between fair value hierarchy levels will be removed and further detail around changes in unrealized gains and losses for the period and unobservable inputs used in determining level 3 fair value measurements will be added, among other changes. June 1, 2020 The Company adopted the new standard in the first quarter of fiscal year 2021 and it did not have an impact on the Company's consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments This ASU replaces the current incurred loss impairment methodology for financial assets measured at amortized cost with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information, including forecasted information, to develop credit loss estimates. June 1, 2020 The Company adopted the new standard in the first quarter of fiscal year 2021 and it did not have an impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements - Not Yet Applicable or Adopted |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Income Statement [Abstract] | ||
Net sales | $ 70,216 | $ 66,042 |
Cost of sales (exclusive of intangible amortization) | 34,452 | 27,825 |
Gross profit | 35,764 | 38,217 |
Operating expenses: | ||
Research and development | 9,009 | 6,292 |
Sales and marketing | 17,705 | 19,380 |
General and administrative | 8,557 | 8,453 |
Amortization of intangibles | 4,953 | 3,868 |
Change in fair value of contingent consideration | (657) | (448) |
Acquisition, restructuring and other items, net | 1,319 | 1,500 |
Total operating expenses | 40,886 | 39,045 |
Operating loss | (5,122) | (828) |
Other income (expense): | ||
Interest expense, net | (215) | (465) |
Other income (expense), net | 524 | (98) |
Total other income (expense), net | 309 | (563) |
Loss before income tax benefit | (4,813) | (1,391) |
Income tax benefit | (545) | (116) |
Net loss | $ (4,268) | $ (1,275) |
Loss per share, basic (USD per share) | $ (0.11) | $ (0.03) |
Loss per share, diluted (USD per share) | $ (0.11) | $ (0.03) |
Basic weighted average shares outstanding (in shares) | 38,157 | 37,783 |
Diluted weighted average shares outstanding (in shares) | 38,157 | 37,783 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (4,268) | $ (1,275) |
Other comprehensive income (loss), before tax: | ||
Foreign currency translation | 2,095 | (151) |
Other comprehensive income (loss), before tax | 2,095 | (151) |
Income tax expense related to items of other comprehensive income (loss) | 0 | 0 |
Other comprehensive income (loss), net of tax | 2,095 | (151) |
Total comprehensive loss, net of tax | $ (2,173) | $ (1,426) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 31, 2020 | May 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 47,929 | $ 54,435 |
Accounts receivable, net of allowances of $2,373 and $2,150 respectively | 33,590 | 31,263 |
Inventories | 52,762 | 59,905 |
Prepaid expenses and other | 7,957 | 7,310 |
Total current assets | 142,238 | 152,913 |
Property, plant and equipment, net | 29,427 | 28,312 |
Other assets | 16,833 | 15,338 |
Intangible assets, net | 194,318 | 197,136 |
Goodwill | 200,943 | 200,515 |
Total assets | 583,759 | 594,214 |
Current liabilities | ||
Accounts payable | 14,008 | 19,096 |
Accrued liabilities | 23,587 | 29,380 |
Current portion of contingent consideration | 0 | 836 |
Other current liabilities | 2,251 | 2,133 |
Total current liabilities | 39,846 | 51,445 |
Long-term debt, net of current portion | 40,000 | 40,000 |
Deferred income taxes | 23,817 | 24,057 |
Contingent consideration, net of current portion | 14,994 | 14,811 |
Other long-term liabilities | 10,048 | 9,029 |
Total liabilities | 128,705 | 139,342 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity | ||
Preferred stock, par value $0.01 per share, 5,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, par value $0.01 per share, 75,000,000 shares authorized; 38,693,078 and 38,448,536 shares issued and 38,323,078 and 38,078,536 shares outstanding at August 31, 2020 and May 31, 2020, respectively | 375 | 374 |
Additional paid-in capital | 564,225 | 561,871 |
Accumulated deficit | (104,586) | (100,318) |
Treasury stock, 370,000 shares at August 31, 2020 and May 31, 2020, respectively | (5,714) | (5,714) |
Accumulated other comprehensive income (loss) | 754 | (1,341) |
Total Stockholders’ Equity | 455,054 | 454,872 |
Total Liabilities and Stockholders' Equity | $ 583,759 | $ 594,214 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2020 | May 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 2,373 | $ 2,150 |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 38,693,078 | 38,448,536 |
Common stock, shares outstanding (in shares) | 38,323,078 | 38,078,536 |
Treasury stock, shares (in shares) | 370,000 | 370,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (4,268) | $ (1,275) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,577 | 5,207 |
Non-cash lease expense | 666 | 0 |
Stock based compensation | 1,864 | 1,984 |
Change in fair value of contingent consideration | (657) | (448) |
Gain on contingent consideration for IPR&D Write-off | (620) | (175) |
Change in accounts receivable allowances | 460 | (453) |
Fixed and intangible asset impairments and disposals | 90 | 99 |
Write-off of other assets | 0 | 593 |
Other | (432) | (8) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,706) | 11,474 |
Inventories | 7,247 | (5,153) |
Prepaid expenses and other | (3,559) | (746) |
Accounts payable, accrued and other liabilities | (10,087) | (17,633) |
Net cash used in operating activities | (5,425) | (6,534) |
Cash flows from investing activities: | ||
Additions to property, plant and equipment | (1,824) | (1,391) |
Acquisition of intangibles | 0 | (150) |
Net cash used in investing activities | (1,824) | (1,541) |
Cash flows from financing activities: | ||
Repayment of long-term debt | 0 | (132,500) |
Deferred financing costs on long-term debt | 0 | 741 |
Payment of acquisition related contingent consideration | 0 | (1,208) |
Proceeds (outlays) from exercise of stock options and employee stock purchase plan | 491 | (1,300) |
Net cash provided by (used in) financing activities | 491 | (135,749) |
Effect of exchange rate changes on cash and cash equivalents | 252 | (168) |
Decrease in cash and cash equivalents | (6,506) | (143,992) |
Cash and cash equivalents at beginning of period | 54,435 | 227,641 |
Cash and cash equivalents at end of period | 47,929 | 83,649 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Accrual for capital expenditures incurred during the period | $ 197 | $ 477 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Restricted stock units | Common Stock | Common StockRestricted stock units | Additional paid in capital | Additional paid in capitalRestricted stock units | Accumulated deficit | Accumulated other comprehensive income (loss) | Treasury Stock |
Beginning Balance, Shares at May. 31, 2019 | 37,984,382 | ||||||||
Beginning Balance at May. 31, 2019 | $ 614,815 | $ 372 | $ 555,040 | $ 66,469 | $ (1,352) | $ (5,714) | |||
Beginning Balance,Treasury Shares at May. 31, 2019 | (370,000) | ||||||||
Net loss | (1,275) | (1,275) | |||||||
Exercise of stock options, Shares | 48,136 | ||||||||
Exercise of stock options | 531 | $ 1 | 530 | ||||||
Issuance/Cancellation of performance share units and restricted stock units, net, Shares | 287,087 | ||||||||
Issuance/Cancellation of performance share units and restricted stock units | $ (2,459) | $ (2,459) | |||||||
Purchase of common stock under ESPP, Shares | 40,270 | ||||||||
Purchases of common stock under ESPP | 628 | 628 | |||||||
Stock-based compensation | 1,984 | 1,984 | |||||||
Other comprehensive income, net of tax | (151) | (151) | |||||||
Ending Balance, Shares at Aug. 31, 2019 | 38,359,875 | ||||||||
Ending Balance at Aug. 31, 2019 | 614,073 | $ 373 | 555,723 | 65,194 | (1,503) | $ (5,714) | |||
Ending Balance,Treasury Shares at Aug. 31, 2019 | (370,000) | ||||||||
Beginning Balance, Shares at May. 31, 2020 | 38,448,536,000 | ||||||||
Beginning Balance at May. 31, 2020 | $ 454,872 | $ 374 | 561,871 | (100,318) | (1,341) | $ (5,714) | |||
Beginning Balance,Treasury Shares at May. 31, 2020 | (370,000) | (370,000) | |||||||
Net loss | $ (4,268) | (4,268) | |||||||
Issuance/Cancellation of performance share units and restricted stock units, net, Shares | 164,946,000 | ||||||||
Issuance/Cancellation of performance share units and restricted stock units | $ (143) | $ (143) | |||||||
Purchase of common stock under ESPP, Shares | 79,596,000 | ||||||||
Purchases of common stock under ESPP | 634 | $ 1 | 633 | ||||||
Stock-based compensation | 1,864 | 1,864 | |||||||
Other comprehensive income, net of tax | 2,095 | 2,095 | |||||||
Ending Balance, Shares at Aug. 31, 2020 | 38,693,078,000 | ||||||||
Ending Balance at Aug. 31, 2020 | $ 455,054 | $ 375 | $ 564,225 | $ (104,586) | $ 754 | $ (5,714) | |||
Ending Balance,Treasury Shares at Aug. 31, 2020 | (370,000) | (370,000) |
Consolidated Financial Statemen
Consolidated Financial Statements | 3 Months Ended |
Aug. 31, 2020 | |
Accounting Policies [Abstract] | |
Consolidated Financial Statements | CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Balance Sheet as of August 31, 2020, the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Loss for the three months ended August 31, 2020 and August 31, 2019, the Consolidated Statements of Stockholders’ Equity for the three months ended August 31, 2020 and August 31, 2019 and the Consolidated Statements of Cash Flows for the three months ended August 31, 2020 and August 31, 2019 have been prepared by the Company and are unaudited. The Consolidated Balance Sheet as of May 31, 2020 was derived from audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to state fairly the financial position, changes in stockholders’ equity and comprehensive income, results of operations and cash flows as of and for the period ended August 31, 2020 (and for all periods presented) have been made. The unaudited interim consolidated financial statements for the three months ended August 31, 2020 and August 31, 2019 include the accounts of AngioDynamics, Inc. and its wholly owned subsidiaries, collectively, the “Company”. All intercompany balances and transactions have been eliminated. |
Acquisitions
Acquisitions | 3 Months Ended |
Aug. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS C3 Wave Tip Location Acquisition On December 17, 2019, the Company acquired the C3 Wave tip location asset from Medical Components Inc. for an aggregate purchase price of $10.0 million with $5.0 million of potential future contingent consideration related to technical milestones. This acquisition fills a gap in the Vascular Access portfolio and supports the Company's strategic plan. The Company accounted for this acquisition as an asset purchase. The Company recorded the amount paid at closing as inventory of $0.6 million and intangible assets of a trademark of $0.9 million and product technology of $8.5 million. The intangible assets will be amortized over 15 years. The contingent consideration is comprised of technical milestones and will be accounted for when the contingency is resolved or becomes probable and reasonably estimable. Eximo Acquisition On October 2, 2019, the Company entered into a share purchase agreement to acquire Eximo Medical, Ltd., a pre-commercial stage medical device company and its proprietary 355nm B Laser Atherectomy technology. The aggregate purchase price of $60.7 million included an upfront payment of $45.8 million and contingent consideration with an estimated fair value of $14.9 million. This acquisition expands and complements the Company’s Vascular Interventions and Therapies product portfolio by adding the 355nm B Laser Atherectomy technology which treats Peripheral Artery Disease. The Company accounted for the Eximo acquisition under the acquisition method of accounting for business combinations. Accordingly, the cost to acquire the assets was allocated to the underlying net assets in proportion to estimates of their respective fair values. The excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill. Goodwill is non-deductible for income tax purposes. The Company has not disclosed the amount of revenue and earnings for sales of Eximo products since acquisition, nor proforma information, because these amounts are not significant to the Company's financial statements. Acquisition-related costs associated with the Eximo acquisition, which are included in "acquisition, restructuring and other items, net" in the accompanying Consolidated Statements of Operations, were approximately $0.6 million in fiscal year 2020. The following table summarizes the final aggregate purchase price allocated to the net assets acquired: (in thousands) Final allocation Accounts receivable $ 50 Inventory 150 Prepaid and other current assets 54 Long-term deposits 51 Property, plant and equipment 397 Intangible assets: Product technology 60,300 Goodwill 11,427 Total assets acquired $ 72,429 Liabilities assumed Accounts payable $ 84 Other current liabilities 615 Deferred tax liabilities 11,070 Total liabilities assumed $ 11,769 Net assets acquired $ 60,660 The Company finalized the allocation of the purchase price to the assets acquired and liabilities assumed in the fourth quarter of fiscal year 2020. The value assigned to the product technology was derived using the multi-period excess earnings method under the income approach. This approach estimates the excess earnings generated over the lives of the customers that existed as of the acquisition date and discounts such earnings to present value. The product technology is deemed to have a useful life of fifteen years and will be amortized on a straight-line basis over the useful life. The goodwill arising from the acquisition consists largely of synergies and economies of scale the Company hopes to achieve from combining the acquired assets with the Company's current operations. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Aug. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue Recognition Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company has one primary revenue stream which is the sales of its products. Disaggregation of Revenue The following tables summarize net product revenue by Global Business Unit ("GBU") and geography: Three Months Ended Aug 31, 2020 Three Months Ended Aug 31, 2019 (in thousands) United States International Total United States International Total Net sales Vascular Interventions & Therapies $ 26,981 $ 2,876 $ 29,857 $ 25,676 $ 3,237 $ 28,913 Vascular Access 19,222 8,883 28,105 19,284 3,875 $ 23,159 Oncology 7,905 4,349 12,254 7,977 5,993 $ 13,970 Total $ 54,108 $ 16,108 $ 70,216 $ 52,937 $ 13,105 $ 66,042 Net Product Revenue The Company's products consist of a wide range of medical, surgical and diagnostic devices used by professional healthcare providers for vascular access, for the treatment of peripheral vascular disease and for use in oncology and surgical settings. The Company's devices are generally used in minimally invasive, image-guided procedures. Most of the Company's products are intended to be used once and then discarded, or they may be implanted for short or long term use. The Company sells its products to its distribution partners and to end users, such as interventional radiologists, interventional cardiologists, vascular surgeons, urologists, interventional and surgical oncologists and critical care nurses. Contracts and Performance Obligations The Company contracts with its customers based on customer purchase orders, which in many cases are governed by master purchasing agreements. The Company’s contracts with customers are generally for product only, and do not include other performance obligations such as services or other material rights. As part of its assessment of each contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. Transaction Price and Allocation to Performance Obligations Transaction prices of products are typically based on contracted rates. Product revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to a customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method. As such, revenue is recorded net of rebates, returns and other deductions. If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products underlying each performance obligation. The Company has standard pricing for its products and determines standalone selling prices based on the price at which the performance obligation is sold separately. Revenue Recognition Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which occurs at a point in time, and may be upon shipment from the Company’s manufacturing site or delivery to the customer’s named location, based on the contractual shipping terms of a contract. In determining whether control has transferred, the Company considers if there is a present right to payment from the customer and when physical possession, legal title and risks and rewards of ownership have transferred to the customer. The Company typically invoices customers upon satisfaction of identified performance obligations. As the Company’s standard payment terms are 30 to 90 days from invoicing, the Company does not provide any significant financing to its customers. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. Variable Consideration Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established for discounts, returns, rebates and allowances that are offered within contracts between the Company and its customers. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as a contra asset. Rebates and Allowances: The Company provides certain customers with rebates and allowances that are explicitly stated in the Company’s contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized. The Company establishes a liability for such amounts, which is included in accrued expenses in the accompanying Consolidated Balance Sheets. These rebates and allowances result from performance-based offers that are primarily based on attaining contractually specified sales volumes and administrative fees the Company is required to pay to group purchasing organizations. Product Returns: The Company generally offers customers a limited right of return. Product returns after 30 days must be pre-approved by the Company and customers may be subject to a 20% restocking charge. To be accepted, a returned product must be unadulterated, undamaged and have at least twelve months remaining prior to its expiration date. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company currently estimates product return liabilities using its historical product return information and considers other factors that it believes could significantly impact its expected returns, including product recalls. During the three months ended August 31, 2020, such product returns were not material. Contract Balances with Customers A receivable is recognized in the period the Company ships the product. Payment terms on invoiced amounts are based on contractual terms with each customer and generally coincide with revenue recognition. Accordingly, the Company does not have any contract assets associated with the future right to invoice its customers. In some cases, if control of the product has not yet transferred to the customer or the timing of the payments made by the customer precedes the Company’s fulfillment of the performance obligation, the Company recognizes a contract liability that is included in deferred revenue in the accompanying Consolidated Balance Sheets. The following table presents changes in the Company’s receivables, contract assets and contract liabilities with customers: (in thousands) Aug 31, 2020 May 31, 2020 Receivables $ 33,590 $ 31,263 Contract assets $ — $ — Contract liabilities $ 595 $ 545 During the three months ended August 31, 2020, the Company had additions to contract liabilities of $0.4 million. This was offset by $0.4 million in revenue that was recognized during the three months ended August 31, 2020. Costs to Obtain or Fulfill a Customer Contract Under ASC 606, the Company recognizes an asset for incremental costs of obtaining a contract with a customer if it expects to recover those costs. The Company’s sales incentive compensation plans qualify for capitalization since these plans are directly related to sales achieved during a period of time. However, the Company has elected the practical expedient under ASC 340-40-25-4 to expense the costs as they are incurred within selling and marketing expenses since the amortization period is less than one year. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. Shipping and handling costs, associated with the distribution of finished products to customers, are recorded in costs of goods sold and are recognized when the related finished product is shipped to the customer. Amounts charged to customers for shipping are recorded in net sales. |
Inventories
Inventories | 3 Months Ended |
Aug. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories are stated at lower of cost and net realizable value (using the first-in, first-out method). Inventories consisted of the following: (in thousands) Aug 31, 2020 May 31, 2020 Raw materials $ 22,858 $ 23,308 Work in process 8,133 8,318 Finished goods 21,771 28,279 Inventories $ 52,762 $ 59,905 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Aug. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETSIntangible assets other than goodwill are amortized over their estimated useful lives on either a straight-line basis or proportionately to the benefit being realized. Useful lives range from two asset or asset group is considered to be impaired, the amount of the impairment will equal the excess of the carrying value over the fair value of the asset. Goodwill is not amortized, but rather, is tested for impairment annually or more frequently if impairment indicators arise. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. The Company's annual testing for impairment of goodwill was completed as of December 31, 2019. The Company operates as a single operating segment with one reporting unit and consequently evaluates goodwill for impairment based on an evaluation of the fair value of the Company as a whole. The Company determines the fair value of the reporting unit based on the market valuation approach and concluded that it was not more-likely-than-not that the fair value of the Company's reporting unit was less than its carrying value as of December 31, 2019. In the fourth quarter of fiscal year 2020, the Company concluded that the sustained decline in its market capitalization represented an impairment indicator that required the Company to perform an interim test for goodwill impairment as of May 31, 2020 and the Company recorded a goodwill impairment charge of $158.6 million as of May 31, 2020 to write down the carrying value of the reporting unit to fair value. The future occurrence of another potential indicator of impairment, such as a significant adverse change in legal, regulatory, business or economic conditions or a more-likely-than-not expectation that the reporting unit or a significant portion of the reporting unit will be sold or disposed of, would require another interim assessment for the reporting unit prior to the next required annual assessment as of December 31, 2020. There were no adjustments to goodwill for the three months ended August 31, 2020 other than foreign currency translation adjustments. Intangible assets consisted of the following: Aug 31, 2020 (in thousands) Gross carrying value Accumulated amortization Net carrying value Product technologies $ 253,833 $ (92,425) $ 161,408 Customer relationships 60,257 (31,119) 29,138 Trademarks 10,150 (6,771) 3,379 Licenses 6,087 (5,694) 393 $ 330,327 $ (136,009) $ 194,318 May 31, 2020 (in thousands) Gross carrying value Accumulated amortization Net carrying value Product technologies $ 251,569 $ (88,547) $ 163,022 Customer relationships 60,160 (30,018) 30,142 Trademarks 10,150 (6,691) 3,459 Licenses 6,087 (5,574) 513 $ 327,966 $ (130,830) $ 197,136 Amortization expense for the three months ended August 31, 2020 and August 31, 2019 was $5.0 million and $3.9 million, respectively. Expected future amortization expense related to the intangible assets is as follows: (in thousands) Remainder of 2021 $ 13,753 2022 17,588 2023 17,488 2024 15,870 2025 16,625 2026 and thereafter 112,994 $ 194,318 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Aug. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES Accrued liabilities consisted of the following: (in thousands) Aug 31, 2020 May 31, 2020 Payroll and related expenses $ 6,844 $ 13,059 Royalties 1,425 2,392 Accrued severance 1,253 794 Sales and franchise taxes 812 634 Outside services 2,400 2,222 Indemnification holdback 5,000 5,000 Other 5,853 5,279 $ 23,587 $ 29,380 |
Long Term Debt
Long Term Debt | 3 Months Ended |
Aug. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long Term Debt | LONG TERM DEBT On June 3, 2019 and in connection with the completion of the Fluid Management divestiture, the Company repaid all amounts outstanding under its existing Credit Agreement and entered into a new Credit Agreement with the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A. and KeyBank National Association, as co-syndication agents. The Credit Agreement provides for a $125.0 million secured revolving credit facility (the “Revolving Facility”), which includes an uncommitted expansion feature that allows the Company to increase the total revolving commitments and/or add new tranches of term loans in an aggregate amount not to exceed $75.0 million. The proceeds may be used to refinance certain existing indebtedness of the Company and its subsidiaries, to finance the working capital needs, and for general corporate purposes (including permitted acquisitions), of the Company and its subsidiaries. The Credit Agreement has a five year maturity. Interest on the facility will be based, at the Company’s option, on a base rate of LIBOR plus an applicable margin tied to the Company’s total leverage ratio and having ranges between 0.25% and 0.75% for base rate loans and between 1.25% and 1.75% for LIBOR loans. After default, the interest rate may be increased by 2.0%. The facility will also carry a commitment fee of 0.20% to 0.25% per annum on the unused portion. The Company's obligations under the Revolving Facility are unconditionally guaranteed, jointly and severally, by the Company's material direct and indirect domestic subsidiaries (the “Guarantors”). All obligations of the Company and the Guarantors under the Revolving Facility are secured by first priority security interests in substantially all of the assets of the Company and the Guarantors. The Credit Agreement includes customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including, among other things, two quarterly financial covenants as follows: • maximum leverage ratio of consolidated total indebtedness* to consolidated EBITDA* of not greater than 3.00 to 1.00 (during certain periods following material acquisitions the ratio shall be increased to 3.50 to 1.00). • fixed charge coverage ratio of consolidated EBITDA minus consolidated capital expenditures to consolidated interest expense paid or payable in cash plus scheduled principal payments in respect of indebtedness under the Credit Agreement of not less than 1.25 to 1.00. * The definitions of consolidated total indebtedness and consolidated EBITDA are maintained in the credit agreement included as an exhibit to Form 8-k filed on June 6, 2019. As of August 31, 2020, there was $40.0 million outstanding balance on the Revolving Facility. As of August 31, 2020 and May 31, 2020, the carrying value of long-term debt approximated its fair market value. The interest rate on the Revolving Facility at August 31, 2020 was 1.41%. The Company was in compliance with the Credit Agreement covenants as of August 31, 2020. |
Income Taxes
Income Taxes | 3 Months Ended |
Aug. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year adjusted for any discrete events, which are recorded in the period that they occur. The estimated annual effective tax rate prior to discrete items was 14.2% as of the first quarter of fiscal year 2021, as compared to 8.3% for the same period in fiscal year 2020. In fiscal year 2021, the Company’s effective tax rate differs from the U.S. statutory rate primarily due to the impact of the valuation allowance, foreign taxes, and other non-deductible permanent items (such as non-deductible meals and entertainment, Section 162(m) excess compensation and non-deductible share based compensation). The Company regularly assesses its ability to realize its deferred tax assets. Assessing the realization of deferred tax assets requires significant management judgment. In determining whether its deferred tax assets are more likely than not realizable, the Company evaluated all available positive and negative evidence, and weighted the evidence based on its objectivity. Evidence that the Company considered included its history of net operating losses, which resulted in the Company recording a full valuation allowance for its deferred tax assets in fiscal year 2016, except the naked credit deferred tax liability. Based on the review of all available evidence, the Company determined that it has not yet attained a sustained level of profitability and the objectively verifiable negative evidence outweighed the positive evidence. Therefore, the Company has provided a valuation allowance on its federal and state net operating loss carryforwards, federal and state R&D credit carryforwards and other net deferred tax assets that have a limited life and are not supportable by the naked credit deferred tax liability sourced income as of August 31, 2020. The Company will continue to assess the level of the valuation allowance required. If sufficient positive evidence exists in future periods to support a release of some or all of the valuation allowance, such a release would likely have a material impact on the Company’s results of operations. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Aug. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION The Company has two stock-based compensation plans that provide for the issuance of up to approximately 11.3 million shares of common stock. The 2004 Stock and Incentive Award Plan (the "2004 Plan") provides for the grant of incentive options to the Company's employees and for the grant of non-statutory stock options, restricted stock, stock appreciation rights, performance units, performance shares and other incentive awards to the Company's employees, directors and other service providers. The Company also has an employee stock purchase plan. For the three months ended August 31, 2020 and August 31, 2019, share-based compensation expense was $1.9 million and $2.0 million, respectively. During the three months ended August 31, 2020 and August 31, 2019, the Company granted stock options and restricted stock units under the 2004 Plan to certain employees and members of the Board of Directors. Stock option awards are valued using the Black-Scholes option-pricing model and then amortized on a straight-line basis over the requisite service period of the award. Restricted stock unit awards are valued based on the closing trading value of the Company's shares on the date of grant and then amortized on a straight-line basis over the requisite service period of the award. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Aug. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHAREBasic earnings per share is based on the weighted average number of common shares outstanding without consideration of potential common stock. Diluted earnings per share includes the dilutive effect of potential common stock consisting of stock options, restricted stock units and performance stock units, provided that the inclusion of such securities is not anti-dilutive. In periods with a net loss, stock options and restricted stock units are not included in the computation of diluted loss per share as the impact would be anti-dilutive. The following table reconciles basic to diluted weighted-average shares outstanding: Three Months Ended (in thousands) Aug 31, 2020 Aug 31, 2019 Basic 38,157 37,783 Effect of dilutive securities — — Diluted 38,157 37,783 Securities excluded as their inclusion would be anti-dilutive 3,180 2,503 |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Aug. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | SEGMENT AND GEOGRAPHIC INFORMATION The Company considers the business to be a single operating segment engaged in the development, manufacture and sale of medical devices for vascular access, peripheral vascular disease and oncology on a global basis. The Company's chief operating decision maker, the President and Chief Executive Officer (CEO), evaluates the various global product portfolios on a net sales basis. Executives reporting to the CEO include those responsible for commercial operations, manufacturing operations, regulatory and quality and certain corporate functions. The CEO evaluates profitability, investment and cash flow metrics on a consolidated worldwide basis due to shared infrastructure and resources. The table below summarizes net sales by Global Business Unit: Three Months Ended (in thousands) Aug 31, 2020 Aug 31, 2019 Net sales Vascular Interventions & Therapies $ 29,857 $ 28,913 Vascular Access 28,105 23,159 Oncology 12,254 13,970 Total $ 70,216 $ 66,042 The table below presents net sales by geographic area based on external customer location: Three Months Ended (in thousands) Aug 31, 2020 Aug 31, 2019 Net sales United States $ 54,108 $ 52,937 International 16,108 13,105 Total $ 70,216 $ 66,042 |
Fair Value
Fair Value | 3 Months Ended |
Aug. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value | FAIR VALUE On a recurring basis, the Company measures certain financial assets and financial liabilities at fair value based upon quoted market prices, where available. Where quoted market prices or other observable inputs are not available, the Company applies valuation techniques to estimate fair value. FASB ASC Topic 820, Fair Value Measurements and Disclosures, establishes a three-level valuation hierarchy for disclosure of fair value measurements. The categorization of financial assets and financial liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows: • Level 1 - Inputs to the valuation methodology are quoted market prices for identical assets or liabilities. • Level 2 - Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs. • Level 3 - Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk. The Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable and contingent consideration. The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximates fair value due to the immediate or short-term maturities. The Company's recurring fair value measurements using significant unobservable inputs (Level 3) relate to contingent consideration liabilities. The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurements using inputs considered as: Fair Value at Aug 31, 2020 (in thousands) Level 1 Level 2 Level 3 Financial Liabilities Contingent consideration for acquisition earn outs $ — $ — $ 14,994 $ 14,994 Total Financial Liabilities $ — $ — $ 14,994 $ 14,994 Fair Value Measurements using inputs considered as: Fair Value at May 31, 2020 (in thousands) Level 1 Level 2 Level 3 Financial Liabilities Contingent consideration for acquisition earn outs $ — $ — $ 15,647 $ 15,647 Total Financial Liabilities $ — $ — $ 15,647 $ 15,647 There were no transfers between Level 1, 2 and 3 for the three months ended August 31, 2020. The table below presents the changes in fair value components of Level 3 instruments: Three Months Ended Aug 31, 2020 (in thousands) Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance, May 31, 2020 $ 15,647 Total gains or losses (realized/unrealized): Change in present value of contingent consideration (1) (657) Currency gain from remeasurement 4 Balance, August 31, 2020 $ 14,994 (1) Change in the fair value of contingent consideration is included in earnings and comprised of changes in estimated earn out payments based on projections of Company performance and amortization of the present value discount. Contingent Consideration for Acquisition Earn Outs Some of the Company's business combinations involve the potential for the payment of future contingent consideration upon the achievement of certain product development milestones or various other performance conditions. Payment of the additional consideration is generally contingent on the acquired company reaching certain performance milestones, including attaining specified revenue levels or product development targets. Contingent consideration is recorded at the estimated fair value of the contingent payments on the acquisition date. The fair value of the contingent consideration is remeasured at the estimated fair value at each reporting period with the change in fair value recognized as income or expense within change in fair value of contingent consideration in the Consolidated Statements of Operations. The Company measures the initial liability and remeasures the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. The fair value is determined using a discounted cash flow model applied to projected net sales, using probabilities of achieving projected net sales and projected payment dates. Projected net sales are based on the Company's internal projections and extensive analysis of the target market and the sales potential. Increases or decreases in any valuation inputs in isolation may result in a significantly lower or higher fair value measurement in the future. The recurring Level 3 fair value measurements of the contingent consideration liabilities include the following significant unobservable inputs as of August 31, 2020: (in thousands) Fair Value Valuation Technique Unobservable Input Range Revenue based payments $ 14,994 Discounted cash flow Discount rate 5% Probability of payment 66% - 100% Projected fiscal year of payment 2024 - 2025 |
Leases
Leases | 3 Months Ended |
Aug. 31, 2020 | |
Leases [Abstract] | |
Leases | LEASES The Company determines if an arrangement is a lease at inception of the contract. The Company has operating leases for buildings, primarily for office space, R&D, manufacturing and warehousing. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Many of the lease agreements contain renewal or termination clauses that are factored into the determination of the lease term if it is reasonably certain that these options would be exercised. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The following table presents supplemental balance sheet information related to leases: (in thousands) Balance Sheet Location Aug 31, 2020 May 31, 2020 Assets Operating lease ROU asset Other assets $ 9,990 $ 10,146 Liabilities Current operating lease liabilities Other current liabilities 2,174 2,077 Non-current operating lease liabilities Other long-term liabilities 8,178 8,345 Total lease liabilities $ 10,352 $ 10,422 The interest rate implicit in lease agreements is typically not readily determinable, and as such the Company used the incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The incremental borrowing rate is defined as the interest the Company would pay to borrow on a collateralized basis, considering factors such as length of lease term. The following table presents the weighted average remaining lease term and discount rate: Aug 31, 2020 Weighted average remaining term (in years) 4.74 Weighted average discount rate 4.1 % The following table presents the maturities of the lease liabilities: (in thousands) Aug 31, 2020 Remainder of 2021 $ 1,927 2022 2,484 2023 2,532 2024 1,984 2025 1,259 2026 and thereafter 1,188 Total lease payments $ 11,374 Less: Imputed Interest 1,022 Total lease obligations $ 10,352 Less: Current portion of lease obligations 2,174 Long-term lease obligations $ 8,178 During the three months ended August 31, 2020 and 2019, the Company recognized $0.9 million and $0.6 million of operating lease expense, respectively, which includes immaterial short-term leases. The expenses on the Consolidated Statement of Operations were classified as follows: (in thousands) Aug 31, 2020 Aug 31, 2019 Cost of sales $ 201 $ 270 Research and development 288 — Sales and marketing 100 98 General and administrative 295 272 $ 884 $ 640 The following table presents supplemental cash flow and other information related to leases for the three months ended: (in thousands) Aug 31, 2020 Aug 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 672 $ 563 ROU assets obtained in exchange for lease liabilities Operating leases $ 487 $ — |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Aug. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES |
Acquisition, Restructuring and
Acquisition, Restructuring and Other Items, Net | 3 Months Ended |
Aug. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Acquisition, Restructuring and Other Items, Net | ACQUISITION, RESTRUCTURING, AND OTHER ITEMS, NET Acquisition, Restructuring and Other Items Acquisition, restructuring and other items, net consisted of: Three Months Ended (in thousands) Aug 31, 2020 Aug 31, 2019 Legal (1) $ 794 $ 669 Mergers and acquisitions (2) 1 246 Transition service agreement (3) (375) (737) Divestiture (4) 273 758 Restructuring — 26 Other 626 538 Total $ 1,319 $ 1,500 (1) Legal expenses related to litigation that is outside the normal course of business. (2) Mergers and acquisitions expenses related to investment banking, legal and due diligence. (3) Transition services agreement that was entered into as a result of the sale of the Fluid Management business. (4) Divestiture expenses incurred to transition manufacturing from Glens Falls, NY to Queensbury, NY. Included in the $0.7 million in legal for the three months ended August 31, 2019 is a $0.4 million settlement received for the Biolitec bankruptcy litigation. The settlement received offsets legal expenses paid related to the settlement proceedings. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Aug. 31, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Changes in each component of accumulated other comprehensive income (loss), net of tax, are as follows: Three Months Ended Aug 31, 2020 (in thousands) Foreign currency translation income(loss) Balance at May 31, 2020 $ (1,341) Other comprehensive income before reclassifications, net of tax 2,095 Amounts reclassified from accumulated other comprehensive loss — Net other comprehensive income $ 2,095 Balance at August 31, 2020 $ 754 |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Aug. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Revenue from Contracts with Customers | Revenue RecognitionUnder ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Revenue Recognition Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which occurs at a point in time, and may be upon shipment from the Company’s manufacturing site or delivery to the customer’s named location, based on the contractual shipping terms of a contract. In determining whether control has transferred, the Company considers if there is a present right to payment from the customer and when physical possession, legal title and risks and rewards of ownership have transferred to the customer. The Company typically invoices customers upon satisfaction of identified performance obligations. As the Company’s standard payment terms are 30 to 90 days from invoicing, the Company does not provide any significant financing to its customers. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. Variable Consideration Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established for discounts, returns, rebates and allowances that are offered within contracts between the Company and its customers. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as a contra asset. Rebates and Allowances: The Company provides certain customers with rebates and allowances that are explicitly stated in the Company’s contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized. The Company establishes a liability for such amounts, which is included in accrued expenses in the accompanying Consolidated Balance Sheets. These rebates and allowances result from performance-based offers that are primarily based on attaining contractually specified sales volumes and administrative fees the Company is required to pay to group purchasing organizations. Product Returns: The Company generally offers customers a limited right of return. Product returns after 30 days must be pre-approved by the Company and customers may be subject to a 20% restocking charge. To be accepted, a returned product Costs to Obtain or Fulfill a Customer Contract Under ASC 606, the Company recognizes an asset for incremental costs of obtaining a contract with a customer if it expects to recover those costs. The Company’s sales incentive compensation plans qualify for capitalization since these plans are directly related to sales achieved during a period of time. However, the Company has elected the practical expedient under ASC 340-40-25-4 to expense the costs as they are incurred within selling and marketing expenses since the amortization period is less than one year. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. Shipping and handling costs, associated with the distribution of finished products to customers, are recorded in costs of goods sold and are recognized when the related finished product is shipped to the customer. Amounts charged to customers for shipping are recorded in net sales. |
Recently Issued Accounting Pronouncements | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The following table provides a description of recent accounting pronouncements that may have a material effect on the Company's consolidated financial statements: Recently Issued Accounting Pronouncements - Adopted Standard Description Date Adopted Effect on the Consolidated Financial Statements ASU 2018-13, Fair Value Measurement (Topic 820) This ASU removes, modifies and adds various disclosure requirements related to fair value disclosures. Disclosures related to transfers between fair value hierarchy levels will be removed and further detail around changes in unrealized gains and losses for the period and unobservable inputs used in determining level 3 fair value measurements will be added, among other changes. June 1, 2020 The Company adopted the new standard in the first quarter of fiscal year 2021 and it did not have an impact on the Company's consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments This ASU replaces the current incurred loss impairment methodology for financial assets measured at amortized cost with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information, including forecasted information, to develop credit loss estimates. June 1, 2020 The Company adopted the new standard in the first quarter of fiscal year 2021 and it did not have an impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements - Not Yet Applicable or Adopted There are no other new accounting pronouncements issued that are expected to have a material impact on our consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the final aggregate purchase price allocated to the net assets acquired: (in thousands) Final allocation Accounts receivable $ 50 Inventory 150 Prepaid and other current assets 54 Long-term deposits 51 Property, plant and equipment 397 Intangible assets: Product technology 60,300 Goodwill 11,427 Total assets acquired $ 72,429 Liabilities assumed Accounts payable $ 84 Other current liabilities 615 Deferred tax liabilities 11,070 Total liabilities assumed $ 11,769 Net assets acquired $ 60,660 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables summarize net product revenue by Global Business Unit ("GBU") and geography: Three Months Ended Aug 31, 2020 Three Months Ended Aug 31, 2019 (in thousands) United States International Total United States International Total Net sales Vascular Interventions & Therapies $ 26,981 $ 2,876 $ 29,857 $ 25,676 $ 3,237 $ 28,913 Vascular Access 19,222 8,883 28,105 19,284 3,875 $ 23,159 Oncology 7,905 4,349 12,254 7,977 5,993 $ 13,970 Total $ 54,108 $ 16,108 $ 70,216 $ 52,937 $ 13,105 $ 66,042 |
Contract Balances with Customers | The following table presents changes in the Company’s receivables, contract assets and contract liabilities with customers: (in thousands) Aug 31, 2020 May 31, 2020 Receivables $ 33,590 $ 31,263 Contract assets $ — $ — Contract liabilities $ 595 $ 545 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are stated at lower of cost and net realizable value (using the first-in, first-out method). Inventories consisted of the following: (in thousands) Aug 31, 2020 May 31, 2020 Raw materials $ 22,858 $ 23,308 Work in process 8,133 8,318 Finished goods 21,771 28,279 Inventories $ 52,762 $ 59,905 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets consisted of the following: Aug 31, 2020 (in thousands) Gross carrying value Accumulated amortization Net carrying value Product technologies $ 253,833 $ (92,425) $ 161,408 Customer relationships 60,257 (31,119) 29,138 Trademarks 10,150 (6,771) 3,379 Licenses 6,087 (5,694) 393 $ 330,327 $ (136,009) $ 194,318 May 31, 2020 (in thousands) Gross carrying value Accumulated amortization Net carrying value Product technologies $ 251,569 $ (88,547) $ 163,022 Customer relationships 60,160 (30,018) 30,142 Trademarks 10,150 (6,691) 3,459 Licenses 6,087 (5,574) 513 $ 327,966 $ (130,830) $ 197,136 |
Schedule of Future Amortization Expense | Expected future amortization expense related to the intangible assets is as follows: (in thousands) Remainder of 2021 $ 13,753 2022 17,588 2023 17,488 2024 15,870 2025 16,625 2026 and thereafter 112,994 $ 194,318 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following: (in thousands) Aug 31, 2020 May 31, 2020 Payroll and related expenses $ 6,844 $ 13,059 Royalties 1,425 2,392 Accrued severance 1,253 794 Sales and franchise taxes 812 634 Outside services 2,400 2,222 Indemnification holdback 5,000 5,000 Other 5,853 5,279 $ 23,587 $ 29,380 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic to Diluted Weighted-Average Shares Outstanding | The following table reconciles basic to diluted weighted-average shares outstanding: Three Months Ended (in thousands) Aug 31, 2020 Aug 31, 2019 Basic 38,157 37,783 Effect of dilutive securities — — Diluted 38,157 37,783 Securities excluded as their inclusion would be anti-dilutive 3,180 2,503 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary of Net Sales by Product Category | The table below summarizes net sales by Global Business Unit: Three Months Ended (in thousands) Aug 31, 2020 Aug 31, 2019 Net sales Vascular Interventions & Therapies $ 29,857 $ 28,913 Vascular Access 28,105 23,159 Oncology 12,254 13,970 Total $ 70,216 $ 66,042 |
Summary of Net Sales by Geographic Area | The table below presents net sales by geographic area based on external customer location: Three Months Ended (in thousands) Aug 31, 2020 Aug 31, 2019 Net sales United States $ 54,108 $ 52,937 International 16,108 13,105 Total $ 70,216 $ 66,042 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities Measured on a Recurring Basis | The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurements using inputs considered as: Fair Value at Aug 31, 2020 (in thousands) Level 1 Level 2 Level 3 Financial Liabilities Contingent consideration for acquisition earn outs $ — $ — $ 14,994 $ 14,994 Total Financial Liabilities $ — $ — $ 14,994 $ 14,994 Fair Value Measurements using inputs considered as: Fair Value at May 31, 2020 (in thousands) Level 1 Level 2 Level 3 Financial Liabilities Contingent consideration for acquisition earn outs $ — $ — $ 15,647 $ 15,647 Total Financial Liabilities $ — $ — $ 15,647 $ 15,647 |
Fair Value Measurements Using Significant Unobservable Inputs | The table below presents the changes in fair value components of Level 3 instruments: Three Months Ended Aug 31, 2020 (in thousands) Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance, May 31, 2020 $ 15,647 Total gains or losses (realized/unrealized): Change in present value of contingent consideration (1) (657) Currency gain from remeasurement 4 Balance, August 31, 2020 $ 14,994 |
Summary Showing the Recurring Fair Value Measurements of the Contingent Consideration Liability | The recurring Level 3 fair value measurements of the contingent consideration liabilities include the following significant unobservable inputs as of August 31, 2020: (in thousands) Fair Value Valuation Technique Unobservable Input Range Revenue based payments $ 14,994 Discounted cash flow Discount rate 5% Probability of payment 66% - 100% Projected fiscal year of payment 2024 - 2025 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Leases [Abstract] | |
Supplemental balance sheet information | The following table presents supplemental balance sheet information related to leases: (in thousands) Balance Sheet Location Aug 31, 2020 May 31, 2020 Assets Operating lease ROU asset Other assets $ 9,990 $ 10,146 Liabilities Current operating lease liabilities Other current liabilities 2,174 2,077 Non-current operating lease liabilities Other long-term liabilities 8,178 8,345 Total lease liabilities $ 10,352 $ 10,422 Aug 31, 2020 Weighted average remaining term (in years) 4.74 Weighted average discount rate 4.1 % |
Lease liability schedule | The following table presents the maturities of the lease liabilities: (in thousands) Aug 31, 2020 Remainder of 2021 $ 1,927 2022 2,484 2023 2,532 2024 1,984 2025 1,259 2026 and thereafter 1,188 Total lease payments $ 11,374 Less: Imputed Interest 1,022 Total lease obligations $ 10,352 Less: Current portion of lease obligations 2,174 Long-term lease obligations $ 8,178 |
Supplemental cash flow information | The expenses on the Consolidated Statement of Operations were classified as follows: (in thousands) Aug 31, 2020 Aug 31, 2019 Cost of sales $ 201 $ 270 Research and development 288 — Sales and marketing 100 98 General and administrative 295 272 $ 884 $ 640 The following table presents supplemental cash flow and other information related to leases for the three months ended: (in thousands) Aug 31, 2020 Aug 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 672 $ 563 ROU assets obtained in exchange for lease liabilities Operating leases $ 487 $ — |
Acquisition, Restructuring an_2
Acquisition, Restructuring and Other Items, Net (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Acquisition, restructuring and other items, net consisted of: Three Months Ended (in thousands) Aug 31, 2020 Aug 31, 2019 Legal (1) $ 794 $ 669 Mergers and acquisitions (2) 1 246 Transition service agreement (3) (375) (737) Divestiture (4) 273 758 Restructuring — 26 Other 626 538 Total $ 1,319 $ 1,500 (1) Legal expenses related to litigation that is outside the normal course of business. (2) Mergers and acquisitions expenses related to investment banking, legal and due diligence. (3) Transition services agreement that was entered into as a result of the sale of the Fluid Management business. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in each component of accumulated other comprehensive income (loss), net of tax, are as follows: Three Months Ended Aug 31, 2020 (in thousands) Foreign currency translation income(loss) Balance at May 31, 2020 $ (1,341) Other comprehensive income before reclassifications, net of tax 2,095 Amounts reclassified from accumulated other comprehensive loss — Net other comprehensive income $ 2,095 Balance at August 31, 2020 $ 754 |
Recently Issued Accounting Pr_3
Recently Issued Accounting Pronouncements (Tables) | 3 Months Ended |
Aug. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | The following table provides a description of recent accounting pronouncements that may have a material effect on the Company's consolidated financial statements: Recently Issued Accounting Pronouncements - Adopted Standard Description Date Adopted Effect on the Consolidated Financial Statements ASU 2018-13, Fair Value Measurement (Topic 820) This ASU removes, modifies and adds various disclosure requirements related to fair value disclosures. Disclosures related to transfers between fair value hierarchy levels will be removed and further detail around changes in unrealized gains and losses for the period and unobservable inputs used in determining level 3 fair value measurements will be added, among other changes. June 1, 2020 The Company adopted the new standard in the first quarter of fiscal year 2021 and it did not have an impact on the Company's consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments This ASU replaces the current incurred loss impairment methodology for financial assets measured at amortized cost with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information, including forecasted information, to develop credit loss estimates. June 1, 2020 The Company adopted the new standard in the first quarter of fiscal year 2021 and it did not have an impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements - Not Yet Applicable or Adopted |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | Dec. 17, 2019 | Oct. 02, 2019 | Aug. 31, 2020 | May 31, 2020 |
C3 Wave Tip Location Asset | ||||
Business Acquisition [Line Items] | ||||
Aggregate purchase price | $ 10 | |||
Contingent consideration for acquisition earn outs | 5 | |||
Inventory | $ 0.6 | |||
Useful life (years) | 15 years | |||
Trademark | C3 Wave Tip Location Asset | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangibles | $ 0.9 | |||
Product technology | C3 Wave Tip Location Asset | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangibles | $ 8.5 | |||
Eximo Medical, Ltd. | ||||
Business Acquisition [Line Items] | ||||
Aggregate purchase price | $ 60.7 | |||
Payments to acquire business | 45.8 | |||
Contingent consideration, liabilities | $ 14.9 | |||
Acquisition related costs | $ 0.6 | |||
Eximo Medical, Ltd. | Product technology | ||||
Business Acquisition [Line Items] | ||||
Useful life (years) | 15 years |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | May 31, 2020 |
Assets acquired | ||
Goodwill | $ 200,943 | $ 200,515 |
Eximo Medical, Ltd. | ||
Assets acquired | ||
Accounts receivable | 50 | |
Inventory | 150 | |
Prepaid and other current assets | 54 | |
Long-term deposits | 51 | |
Property, plant and equipment | 397 | |
Goodwill | 11,427 | |
Total assets acquired | 72,429 | |
Liabilities assumed | ||
Accounts payable | 84 | |
Other current liabilities | 615 | |
Deferred tax liabilities | 11,070 | |
Total liabilities assumed | 11,769 | |
Net assets acquired | 60,660 | |
Eximo Medical, Ltd. | Product technology | ||
Assets acquired | ||
Product technology | $ 60,300 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 70,216 | $ 66,042 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 54,108 | 52,937 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 16,108 | 13,105 |
Vascular Interventions & Therapies | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 29,857 | 28,913 |
Vascular Interventions & Therapies | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 26,981 | 25,676 |
Vascular Interventions & Therapies | International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 2,876 | 3,237 |
Vascular Access | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 28,105 | 23,159 |
Vascular Access | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 19,222 | 19,284 |
Vascular Access | International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 8,883 | 3,875 |
Oncology | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 12,254 | 13,970 |
Oncology | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7,905 | 7,977 |
Oncology | International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 4,349 | $ 5,993 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Narrative (Details) $ in Millions | 3 Months Ended |
Aug. 31, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | |
Days after purchase after which pre-approval is required for product return | 30 days |
Restocking charge (as percent) | 20.00% |
Minimum remaining period prior to product expiration | 12 months |
Additions to contract liabilities | $ 0.4 |
Revenue recognized from contract liability balances in respective periods | $ 0.4 |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Payment term | 30 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Payment term | 90 days |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Contract Balances with Customers (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | May 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Receivables | $ 33,590 | $ 31,263 |
Contract assets | 0 | 0 |
Contract liabilities | $ 595 | $ 545 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Aug. 31, 2020 | May 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 22,858 | $ 23,308 |
Work in process | 8,133 | 8,318 |
Finished goods | 21,771 | 28,279 |
Inventories | $ 52,762 | $ 59,905 |
Inventories - Narrative (Detail
Inventories - Narrative (Detail) - USD ($) $ in Millions | Aug. 31, 2020 | May 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 4.4 | $ 4.7 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Detail) $ in Thousands | 3 Months Ended | |
Aug. 31, 2020USD ($)segment | Aug. 31, 2019USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||
Number of reporting units | segment | 1 | |
Amortization of intangibles | $ | $ 4,953 | $ 3,868 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets other than goodwill | 2 years | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life of intangible assets other than goodwill | 18 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Thousands | Aug. 31, 2020 | May 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | $ 330,327 | $ 327,966 |
Accumulated amortization | (136,009) | (130,830) |
Net carrying value, finite intangible items | 194,318 | 197,136 |
Product technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 253,833 | 251,569 |
Accumulated amortization | (92,425) | (88,547) |
Net carrying value, finite intangible items | 161,408 | 163,022 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 60,257 | 60,160 |
Accumulated amortization | (31,119) | (30,018) |
Net carrying value, finite intangible items | 29,138 | 30,142 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 10,150 | 10,150 |
Accumulated amortization | (6,771) | (6,691) |
Net carrying value, finite intangible items | 3,379 | 3,459 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 6,087 | 6,087 |
Accumulated amortization | (5,694) | (5,574) |
Net carrying value, finite intangible items | $ 393 | $ 513 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Expected Future Amortization Expense (Detail) - USD ($) $ in Thousands | Aug. 31, 2020 | May 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 13,753 | |
2022 | 17,588 | |
2023 | 17,488 | |
2024 | 15,870 | |
2025 | 16,625 | |
2026 and thereafter | 112,994 | |
Net carrying value, finite intangible items | $ 194,318 | $ 197,136 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Aug. 31, 2020 | May 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Payroll and related expenses | $ 6,844 | $ 13,059 |
Royalties | 1,425 | 2,392 |
Accrued severance | 1,253 | 794 |
Sales and franchise taxes | 812 | 634 |
Outside services | 2,400 | 2,222 |
Indemnification holdback | 5,000 | 5,000 |
Other | 5,853 | 5,279 |
Total accrued liabilities | $ 23,587 | $ 29,380 |
Long Term Debt - Narrative (Det
Long Term Debt - Narrative (Detail) - Credit Facility | 3 Months Ended | |
Aug. 31, 2020USD ($)covenant | Jun. 03, 2019USD ($) | |
Debt Instrument [Line Items] | ||
Debt default interest rate increase (percentage) | 2.00% | |
Maximum total leverage ratio | 3 | |
Maximum total leverage ratio subsequent to material acquisitions | 3.50 | |
Minimum fixed charge coverage ratio | 1.25 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Commitment fee (percentage) | 0.20% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Commitment fee (percentage) | 0.25% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line of credit | $ 125,000,000 | |
Line of credit accordion feature | $ 75,000,000 | |
Number of covenants | covenant | 2 | |
Borrowings outstanding | $ 40,000,000 | |
Interest rate at period end (percentage) | 1.41% | |
Revolving Credit Facility | Minimum | Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (percentage) | 0.25% | |
Revolving Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (percentage) | 1.25% | |
Revolving Credit Facility | Maximum | Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (percentage) | 0.75% | |
Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (percentage) | 1.75% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Estimated federal statutory income tax rate | 14.20% | 8.30% |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Detail) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Charges against income for share-based payment arrangements | $ 1.9 | $ 2 |
Unrecognized compensation expenses related to share-based payment arrangements | $ 15.3 | |
Recognition period | 4 years | |
The 2004 Plan and Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Amount of shares issuable through two stock-based compensation plans | 11.3 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Basic to Diluted Weighted-Average Shares Outstanding (Detail) - shares shares in Thousands | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Basic (shares) | 38,157 | 37,783 |
Effect of dilutive securities (shares) | 0 | 0 |
Diluted (shares) | 38,157 | 37,783 |
Securities excluded as their inclusion would be anti-dilutive (shares) | 3,180 | 2,503 |
Segment and Geographic Inform_3
Segment and Geographic Information - Summary of Net Sales by Product Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 70,216 | $ 66,042 |
Vascular Interventions & Therapies | ||
Segment Reporting Information [Line Items] | ||
Net sales | 29,857 | 28,913 |
Vascular Access | ||
Segment Reporting Information [Line Items] | ||
Net sales | 28,105 | 23,159 |
Oncology | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ 12,254 | $ 13,970 |
Segment and Geographic Inform_4
Segment and Geographic Information - Summary of Net Sales by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | $ 70,216 | $ 66,042 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 54,108 | 52,937 |
International | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | $ 16,108 | $ 13,105 |
Fair Value - Fair Value of Asse
Fair Value - Fair Value of Assets and Liabilities Measured on a Recurring Basis (Detail) - Recurring - USD ($) $ in Thousands | Aug. 31, 2020 | May 31, 2020 |
Financial Liabilities | ||
Contingent consideration for acquisition earn outs | $ 14,994 | $ 15,647 |
Total Financial Liabilities | 14,994 | 15,647 |
Level 1 | ||
Financial Liabilities | ||
Contingent consideration for acquisition earn outs | 0 | 0 |
Total Financial Liabilities | 0 | 0 |
Level 2 | ||
Financial Liabilities | ||
Contingent consideration for acquisition earn outs | 0 | 0 |
Total Financial Liabilities | 0 | 0 |
Level 3 | ||
Financial Liabilities | ||
Contingent consideration for acquisition earn outs | 14,994 | 15,647 |
Total Financial Liabilities | $ 14,994 | $ 15,647 |
Fair Value - Fair Value Measure
Fair Value - Fair Value Measurements Using Significant Unobservable Inputs (Detail) $ in Thousands | 3 Months Ended |
Aug. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Financial liabilities, begining balance | $ 15,647 |
Change in present value of contingent consideration | (657) |
Currency gain from remeasurement | 4 |
Financial liabilities, ending balance | $ 14,994 |
Fair Value - Summary Showing th
Fair Value - Summary Showing the Recurring Fair Value Measurements of the Contingent Consideration Liability (Detail) - Recurring $ in Thousands | Aug. 31, 2020USD ($) | May 31, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liabilities | $ 14,994 | $ 15,647 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liabilities | 14,994 | $ 15,647 |
Revenue based payments | Discounted cash flow | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liabilities | $ 14,994 | |
Revenue based payments | Discount rate | Discounted cash flow | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liability, measurement input | 5 | |
Minimum | Revenue based payments | Probability of payment | Discounted cash flow | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liability, measurement input | 0.66 | |
Maximum | Revenue based payments | Probability of payment | Discounted cash flow | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liability, measurement input | 1 |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) $ in Millions | Aug. 31, 2020USD ($) |
Fair Value Disclosures [Abstract] | |
Potential amount of undiscounted future contingent consideration | $ 20 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | May 31, 2020 |
Leases [Abstract] | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | |
Operating lease ROU asset | $ 9,990 | $ 10,146 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent | |
Current operating lease liabilities | $ 2,174 | 2,077 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | |
Non-current operating lease liabilities | $ 8,178 | 8,345 |
Total lease liabilities | $ 10,352 | $ 10,422 |
Weighted average remaining term (in years) | 4 years 8 months 26 days | |
Weighted average discount rate (percent) | 4.10% |
Leases - Liability Maturity Sch
Leases - Liability Maturity Schedule (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | May 31, 2020 |
Leases [Abstract] | ||
Remainder of 2021 | $ 1,927 | |
2022 | 2,484 | |
2023 | 2,532 | |
2024 | 1,984 | |
2025 | 1,259 | |
2026 and thereafter | 1,188 | |
Total lease payments | 11,374 | |
Less: Imputed Interest | 1,022 | |
Total lease liabilities | 10,352 | $ 10,422 |
Current operating lease liabilities | 2,174 | 2,077 |
Non-current operating lease liabilities | $ 8,178 | $ 8,345 |
Leases - Supplemental Statement
Leases - Supplemental Statement of Operations Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Non-cash lease expense | $ 884 | $ 640 |
Cost of sales | ||
Lessee, Lease, Description [Line Items] | ||
Non-cash lease expense | 201 | 270 |
Research and development | ||
Lessee, Lease, Description [Line Items] | ||
Non-cash lease expense | 288 | 0 |
Sales and marketing | ||
Lessee, Lease, Description [Line Items] | ||
Non-cash lease expense | 100 | 98 |
General and administrative | ||
Lessee, Lease, Description [Line Items] | ||
Non-cash lease expense | $ 295 | $ 272 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 672 | $ 563 |
ROU assets obtained in exchange for lease liabilities | $ 487 | $ 0 |
Commitments and Coontingencies
Commitments and Coontingencies - Additional Information (Detail) $ in Millions | Jun. 28, 2019USD ($) | Mar. 07, 2019patent | Mar. 29, 2016claim | Mar. 24, 2016claim | Mar. 11, 2016claim | Jun. 01, 2015motion | Jan. 11, 2012claimPetitionreexamination_appeal | Jan. 31, 2017reexamination_appeal | Aug. 31, 2020claim | Nov. 04, 2019claim |
C.R. Bard, Inc. | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of petitions filed for reexamination of patents | Petition | 3 | |||||||||
The Utah Action | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of claims dismissed | 20 | 8 | 6 | 40 | ||||||
Number of reexaminations | reexamination_appeal | 3 | |||||||||
Number of pending claims | 10 | 10 | 41 | |||||||
Number of claims reversed | 2 | 4 | ||||||||
The Utah Action | C.R. Bard, Inc. | Pending Litigation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of reexaminations | reexamination_appeal | 3 | |||||||||
Number of claims reversed | reexamination_appeal | 3 | |||||||||
MedComp and Smiths Patent Action | C.R. Bard, Inc. | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of pending claims | 2 | |||||||||
The Delaware Action | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of patents allegedly infringed upon | 3 | 2 | ||||||||
Construction Issues | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of pending claims | 2 | |||||||||
Merz North America Settlement | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Payments for legal settlements | $ | $ 2.5 |
Acquisition, Restructuring an_3
Acquisition, Restructuring and Other Items, Net - Summary (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Acquisition, restructuring and other items, net | $ 1,319 | $ 1,500 |
Legal | ||
Restructuring Cost and Reserve [Line Items] | ||
Acquisition, restructuring and other items, net | 794 | 669 |
Mergers and acquisitions | ||
Restructuring Cost and Reserve [Line Items] | ||
Acquisition, restructuring and other items, net | 1 | 246 |
Transition service agreement | ||
Restructuring Cost and Reserve [Line Items] | ||
Acquisition, restructuring and other items, net | (375) | (737) |
Divestiture | ||
Restructuring Cost and Reserve [Line Items] | ||
Acquisition, restructuring and other items, net | 273 | 758 |
Restructuring | ||
Restructuring Cost and Reserve [Line Items] | ||
Acquisition, restructuring and other items, net | 0 | 26 |
Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Acquisition, restructuring and other items, net | $ 626 | $ 538 |
Acquisition, Restructuring an_4
Acquisition, Restructuring and Other Items, Net - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Acquisition, restructuring and other items, net | $ 1,319 | $ 1,500 |
Legal | ||
Restructuring Cost and Reserve [Line Items] | ||
Acquisition, restructuring and other items, net | $ 794 | 669 |
Biolitec Bankruptcy | ||
Restructuring Cost and Reserve [Line Items] | ||
Proceeds from Legal Settlements | $ 400 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Schedule (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | $ 454,872 | $ 614,815 |
Other comprehensive income (loss), net of tax | 2,095 | (151) |
Ending Balance | 455,054 | 614,073 |
Accumulated other comprehensive income (loss) | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | (1,341) | (1,352) |
Ending Balance | 754 | $ (1,503) |
Foreign currency translation income(loss) | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | (1,341) | |
Other comprehensive income before reclassifications, net of tax | 2,095 | |
Amounts reclassified from accumulated other comprehensive loss | 0 | |
Other comprehensive income (loss), net of tax | 2,095 | |
Ending Balance | $ 754 |