Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
May 31, 2021 | Jul. 26, 2021 | Nov. 30, 2020 | |
Cover [Abstract] | |||
Entity Central Index Key | 0001275187 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --05-31 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | May 31, 2021 | ||
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 | ||
Title of 12(b) Security | Common Stock, par value $.01 per share | ||
Trading Symbol | ANGO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 496,277,118 | ||
Entity Common Stock, Shares Outstanding | 38,444,076 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCEThe information required for Part III of this Annual Report on Form 10-K is incorporated by reference to the registrant’s Proxy Statement for its 2021 Annual Meeting of Stockholders to be filed within 120 days of the registrant's fiscal year ended May 31, 2021. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Income Statement [Abstract] | |||
Net sales | $ 291,010,000 | $ 264,157,000 | $ 270,634,000 |
Cost of sales (exclusive of intangible amortization) | 134,222,000 | 113,885,000 | 114,634,000 |
Gross profit | 156,788,000 | 150,272,000 | 156,000,000 |
Operating expenses | |||
Research and development | 36,390,000 | 29,682,000 | 28,258,000 |
Sales and marketing | 81,306,000 | 78,634,000 | 76,829,000 |
General and administrative | 35,918,000 | 37,872,000 | 34,902,000 |
Amortization of intangibles | 18,136,000 | 18,121,000 | 17,056,000 |
Goodwill impairment | 0 | 158,578,000 | 0 |
Change in fair value of contingent consideration | 89,000 | (11,531,000) | (6,776,000) |
Acquisition, restructuring and other items, net | 20,232,000 | 6,014,000 | 15,127,000 |
Total operating expenses | 192,071,000 | 317,370,000 | 165,396,000 |
Operating loss | (35,283,000) | (167,098,000) | (9,396,000) |
Other expenses | |||
Interest expense, net | (861,000) | (907,000) | (5,099,000) |
Other income (expense), net | 92,000 | (130,000) | (207,000) |
Total other expenses, net | (769,000) | (1,037,000) | (5,306,000) |
Loss from continuing operations before income tax benefit | (36,052,000) | (168,135,000) | (14,702,000) |
Income tax benefit | (4,504,000) | (1,348,000) | (3,556,000) |
Net loss from continuing operations | (31,548,000) | (166,787,000) | (11,146,000) |
Income from discontinued operations, net of income tax | 0 | 0 | 72,486,000 |
Net income (loss) | $ (31,548,000) | $ (166,787,000) | $ 61,340,000 |
Loss per share - continuing operations | |||
Basic (usd per share) | $ (0.82) | $ (4.39) | $ (0.30) |
Diluted (usd per share) | (0.82) | (4.39) | (0.30) |
Income per share - discontinued operations | |||
Basic (usd per share) | 0 | 0 | 1.93 |
Diluted (usd per share) | 0 | 0 | 1.93 |
Income (loss) per share | |||
Basic (usd per share) | (0.82) | (4.39) | 1.64 |
Diluted (usd per share) | $ (0.82) | $ (4.39) | $ 1.64 |
Weighted average shares outstanding | |||
Basic (in shares) | 38,342,476 | 37,961,224 | 37,484,573 |
Diluted (in shares) | 38,342,476 | 37,961,224 | 37,484,573 |
Consolidated Statements Compreh
Consolidated Statements Comprehensive Income (Loss) - USD ($) | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (31,548,000) | $ (166,787,000) | $ 61,340,000 |
Other comprehensive income (loss), before tax: | |||
Unrealized gain on marketable securities | 0 | 0 | 33,000 |
Reclassification adjustment for gains included in net income | 0 | 0 | (116,000) |
Foreign currency translation gain (loss) | 4,494,000 | 11,000 | (317,000) |
Other comprehensive income (loss), before tax | 4,494,000 | 11,000 | (400,000) |
Income tax benefit (expense) related to items of other comprehensive income (loss) | 0 | 0 | 0 |
Other comprehensive income (loss), net of tax | 4,494,000 | 11,000 | (400,000) |
Total comprehensive income (loss), net of tax | $ (27,054,000) | $ (166,776,000) | $ 60,940,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | May 31, 2021 | May 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 48,161 | $ 54,435 |
Accounts receivable, net of allowances of $1,919 and $2,150, respectively | 35,405 | 31,263 |
Inventories | 48,614 | 59,905 |
Prepaid expenses and other | 8,699 | 7,310 |
Total current assets | 140,879 | 152,913 |
Property, plant and equipment, net | 37,073 | 28,312 |
Intangible assets, net | 168,977 | 197,136 |
Goodwill | 201,316 | 200,515 |
Other assets | 13,193 | 15,338 |
Total Assets | 561,438 | 594,214 |
Current Liabilities | ||
Accounts payable | 19,630 | 19,096 |
Accrued liabilities | 35,459 | 29,380 |
Current portion of contingent consideration | 0 | 836 |
Other current liabilities | 2,495 | 2,133 |
Total current liabilities | 57,584 | 51,445 |
Long-term debt | 20,000 | 40,000 |
Deferred income taxes | 19,955 | 24,057 |
Contingent consideration, net of current portion | 15,741 | 14,811 |
Other long-term liabilities | 8,701 | 9,029 |
Total Liabilities | 121,981 | 139,342 |
Commitments and Contingencies (Note 17) | ||
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; 38,920,951 and 38,448,536 shares issued and 38,550,951 and 38,078,536 shares outstanding at May 31, 2021 and 2020, respectively | 377 | 374 |
Additional paid-in capital | 573,507 | 561,871 |
Accumulated deficit | (131,866) | (100,318) |
Treasury stock, 370,000 shares, at cost at May 31, 2021 and 2020, respectively | (5,714) | (5,714) |
Accumulated other comprehensive loss | 3,153 | (1,341) |
Total Stockholders' Equity | 439,457 | 454,872 |
Total Liabilities and Stockholders' Equity | $ 561,438 | $ 594,214 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | May 31, 2021 | May 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 1,919 | $ 2,150 |
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (shares) | 38,920,951 | 38,448,536 |
Common stock, shares outstanding (shares) | 38,550,951 | 38,078,536 |
Treasury stock, shares (shares) | 370,000,000 | 370,000,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Restricted Stock Units | Performance Shares | Common Stock | Common StockRestricted Stock Units | Common StockPerformance Shares | Additional paid in capital | Additional paid in capitalRestricted Stock Units | Retained earnings (accumulated deficit) | Accumulated other comprehensive income (loss) | Treasury Stock |
Beginning Balance, Shares at May. 31, 2018 | 37,594,493 | 370,000 | |||||||||
Beginning Balance at May. 31, 2018 | $ 542,595,000 | $ 370,000 | $ 543,762,000 | $ 5,129,000 | $ (952,000) | $ (5,714,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 61,340,000 | 61,340,000 | |||||||||
Exercise of stock options, Shares | 134,253 | ||||||||||
Exercise of stock options | 1,526,000 | $ 1,000 | 1,525,000 | ||||||||
Issuance/cancellation of common stock units, Shares | 177,538 | 5,235 | |||||||||
Issuance/cancellation of common stock units | $ (667,000) | $ 0 | $ (667,000) | ||||||||
Purchase of common stock under Employee Stock Purchase Plan, Shares | 72,863 | ||||||||||
Purchase of common stock under Employee Stock Purchase Plan | 1,172,000 | $ 1,000 | 1,171,000 | ||||||||
Stock-based compensation | 9,249,000 | 9,249,000 | |||||||||
Other comprehensive income (loss), net of tax | (400,000) | (400,000) | |||||||||
Ending Balance at May. 31, 2019 | 614,815,000 | $ 372,000 | 555,040,000 | 66,469,000 | (1,352,000) | $ (5,714,000) | |||||
Ending Balance, Shares at May. 31, 2019 | 37,984,382 | 370,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | (166,787,000) | (166,787,000) | |||||||||
Exercise of stock options, Shares | 50,636 | ||||||||||
Exercise of stock options | 561,000 | $ 1,000 | 560,000 | ||||||||
Issuance/cancellation of common stock units, Shares | 312,951 | ||||||||||
Issuance/cancellation of common stock units | (2,537,000) | (2,537,000) | |||||||||
Purchase of common stock under Employee Stock Purchase Plan, Shares | 100,567 | ||||||||||
Purchase of common stock under Employee Stock Purchase Plan | 1,217,000 | $ 1,000 | 1,216,000 | ||||||||
Stock-based compensation | 7,592,000 | 7,592,000 | |||||||||
Other comprehensive income (loss), net of tax | 11,000 | 11,000 | |||||||||
Ending Balance at May. 31, 2020 | 454,872,000 | $ 374,000 | 561,871,000 | (100,318,000) | (1,341,000) | $ (5,714,000) | |||||
Ending Balance, Shares at May. 31, 2020 | 38,448,536 | 370,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | $ (31,548,000) | (31,548,000) | |||||||||
Exercise of stock options, Shares | 137,237 | 123,536 | |||||||||
Exercise of stock options | $ 1,930,000 | $ 1,000 | 1,929,000 | ||||||||
Issuance/cancellation of common stock units, Shares | 184,685 | ||||||||||
Issuance/cancellation of common stock units | $ (223,000) | $ (223,000) | |||||||||
Purchase of common stock under Employee Stock Purchase Plan, Shares | 164,194 | ||||||||||
Purchase of common stock under Employee Stock Purchase Plan | 1,307,000 | $ 2,000 | 1,305,000 | ||||||||
Stock-based compensation | 8,625,000 | 8,625,000 | |||||||||
Other comprehensive income (loss), net of tax | 4,494,000 | 4,494,000 | |||||||||
Ending Balance at May. 31, 2021 | $ 439,457,000 | $ 377,000 | $ 573,507,000 | $ (131,866,000) | $ 3,153,000 | $ (5,714,000) | |||||
Ending Balance, Shares at May. 31, 2021 | 38,920,951 | 370,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (31,548,000) | $ (166,787,000) | $ 61,340,000 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 25,916,000 | 23,805,000 | 25,880,000 |
Non-cash lease expense | 2,456,000 | 2,070,000 | 0 |
Goodwill impairment | 0 | 158,578,000 | 0 |
Stock based compensation | 8,625,000 | 7,592,000 | 9,249,000 |
Gain on disposition | 0 | 0 | (46,592,000) |
Transaction costs for disposition | 0 | 0 | (4,030,000) |
Change in fair value of contingent consideration | 89,000 | (11,531,000) | (6,776,000) |
Deferred income tax provision | (4,805,000) | (1,568,000) | (2,655,000) |
Changes in accounts receivable allowances | 207,000 | 429,000 | (202,000) |
Asset impairments and disposals | 14,228,000 | 1,321,000 | 2,495,000 |
Other | (147,000) | 86,000 | (5,000) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (4,162,000) | 11,918,000 | (3,177,000) |
Inventories | 11,539,000 | (18,845,000) | (1,428,000) |
Prepaid expenses and other | (3,181,000) | (6,155,000) | (1,871,000) |
Accounts payable, accrued and other liabilities | 4,876,000 | (15,467,000) | 5,212,000 |
Net cash provided by (used in) operating activities | 24,093,000 | (14,554,000) | 37,440,000 |
Cash flows from investing activities: | |||
Additions to property, plant and equipment | (5,187,000) | (7,235,000) | (3,118,000) |
Additions to placement and evaluation units | (8,524,000) | 0 | 0 |
Proceeds from disposition of discontinued operations | 0 | 0 | 169,242,000 |
Cash paid for acquisitions | 0 | (55,760,000) | (84,920,000) |
Acquisition of intangibles | 0 | (350,000) | 0 |
Proceeds from sale of marketable securities | 0 | 0 | 1,350,000 |
Net cash provided by (used in) investing activities | (13,711,000) | (63,345,000) | 82,554,000 |
Cash flows from financing activities: | |||
Repayment of long-term debt | (20,000,000) | (132,500,000) | (15,000,000) |
Proceeds from borrowings on long-term debt | 0 | 40,000,000 | 55,000,000 |
Deferred financing costs on long-term debt | 0 | (775,000) | 0 |
Payment of acquisition related contingent consideration | 0 | (1,208,000) | (8,100,000) |
Proceeds (outlays) from exercise of stock options and employee stock purchase plan | 3,014,000 | (759,000) | 2,031,000 |
Net cash provided by (used in) financing activities | (16,986,000) | (95,242,000) | 33,931,000 |
Effect of exchange rate changes on cash and cash equivalents | 330,000 | (65,000) | (380,000) |
(Decrease) increase in cash and cash equivalents | (6,274,000) | (173,206,000) | 153,545,000 |
Cash and cash equivalents at beginning of year | 54,435,000 | 227,641,000 | 74,096,000 |
Cash and cash equivalents at end of year | 48,161,000 | 54,435,000 | 227,641,000 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Increase (decrease) in accounts payable for purchases of fixed assets | (139,000) | 224,000 | (114,000) |
Fair value of contingent consideration for acquisitions | 0 | 14,900,000 | 25,100,000 |
Fair value of acquisition consideration included in accrued expenses | 0 | 0 | 4,650,000 |
Cash paid during the year for: | |||
Interest | 731,000 | 413,000 | 5,115,000 |
Income taxes | $ 313,000 | $ 682,000 | $ 426,000 |
Basis of Presentation, Business
Basis of Presentation, Business Description and Summary of Significant Accounting Policies | 12 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION, BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION, BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Description of Business The consolidated financial statements include the accounts of AngioDynamics, Inc. and its wholly owned subsidiaries, (collectively, "us", "we", or the “Company”). The Company designs, manufactures and sells 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 in oncology and surgical settings. The 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 temporarily implanted for short- or long-term use. On May 31, 2019, the Company completed the sale of the Fluid Management business and all of the assets used primarily in connection with the Fluid Management business (Note 3). As the disposal of this business represents a strategic shift with a major effect on the Company's operations, for all periods presented in the Consolidated Statements of Operations and Comprehensive Income, all sales, costs, expenses, gains and income taxes attributable to Fluid Management have been reported under the captions, “Income from Discontinued Operations, Net of Income Tax.” Cash flows used in or provided by Fluid Management have been reported in the Consolidated Statements of Cash Flows under operating and investing activities. Accounting Principles The consolidated financial statements and accompanying notes have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Principles of Consolidation The consolidated financial statements include the accounts of AngioDynamics and its subsidiaries (all of which are wholly owned). All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all unrestricted highly liquid investments with an initial maturity of less than three months at the date of purchase to be cash equivalents. The Company maintains cash and cash equivalent balances with financial institutions in the United States in excess of amounts insured by the Federal Deposit Insurance Corporation. Fair Value Instruments The carrying amount of the Company's cash and cash equivalents, accounts receivable, accounts payable and long-term debt approximates fair value due to the short-term nature or market interest rates of these items. The Company bases the fair value of short-term investments on quoted market prices or other relevant information generated by market transactions involving identical or comparable assets. The Company measures and records derivative financial instruments at fair value. See Note 5 for further discussion of financial instruments that are carried at fair value on a recurring and nonrecurring basis. Accounts Receivable Accounts receivable, principally trade receivables, are generally due within 30 to 90 days and are stated at amounts due from customers, net of an allowance for estimated sales returns and doubtful accounts. The Company performs ongoing credit evaluations of customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness, as determined by a review of their current credit information. The Company continuously monitors aging reports, collections and payments from customers, and a provision for estimated credit losses is maintained based upon historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within expectations Inventories Inventories are stated at the lower of cost or net realizable value based on the first-in, first-out cost method and consist of raw materials, work in process and finished goods. The standard cost of finished goods and work-in-process inventory is composed of material, labor and manufacturing overhead, which approximates actual cost. In addition to stating inventory at the lower of cost or net realizable value, we also evaluate inventory each reporting period for excess quantities and obsolescence, establishing reserves when necessary based upon historical experience, assessment of economic conditions and expected demand. Once recorded, these reserves are considered permanent adjustments to the carrying value of inventory An increase to inventory reserves results in a corresponding increase in cost of revenue. Inventories are written off against the reserve when they are physically disposed. Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Placement and evaluation units represent capital equipment placed at customer locations under placement or evaluation agreements for which depreciation expense is included in cost of sales on the Consolidation Statements of Operations. Refer below for useful lives by category: Estimated useful lives Building and building improvements 4 to 39 years Computer software and equipment 3 to 5 years Machinery and equipment 5 to 8 years Placement and evaluation units 5 years The Company evaluates property, plant and equipment for impairment periodically to determine if changes in circumstances or the occurrence of events suggest the carrying value of the asset or asset group may not be recoverable. Expenditures for repairs and maintenance are charged to expense as incurred. Renewals and betterments are capitalized. Contingent Consideration The fair value of the liability for contingent consideration recorded on the acquisition date for a business combination is based on probability weighted estimated cash flow streams, discounted back to present value using a discount rate determined in accordance with accepted valuation methods and reflective of the risk associated with the estimated cash flow streams. The liability for contingent consideration is remeasured to fair value at each reporting period with changes recorded in earnings until the contingency is resolved. Revenue Recognition The Company recognizes revenue when it transfers control of promised goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods and services. See Note 4, “Revenue from Contracts with Customers” for further discussion on revenue. Research and Development Research and development costs, including salaries, consulting fees, building costs, utilities and administrative expenses that are related to developing new products, enhancing existing products, validating new and enhanced products, managing clinical, regulatory and medical affairs are expensed as incurred. Income Taxes The Company calculates income tax expense for each jurisdiction in which it operates. This involves estimating actual current taxes due plus assessing temporary differences arising from differing treatment for tax and accounting purposes that are recorded as deferred tax assets and liabilities. The Company periodically evaluates deferred tax assets, capital loss carryforwards and tax credit carryforwards to determine their recoverability based primarily on the Company's ability to generate future taxable income and capital gains. Where it is more-likely-than-not these will not be recovered, the Company estimates a valuation allowance and records a corresponding additional tax expense in the consolidated statement of operations. The Company recognizes and measures uncertain tax positions taken or expected to be taken in a tax return utilizing a two-step approach. The Company first determines if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is that the Company measures the tax benefit as the largest amount that is more likely than not to be realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes on the consolidated statements of operations. Foreign Currency Translation The functional currency of the Company's foreign subsidiaries is the local currency in which the subsidiary operates. For foreign operations where the local currency is considered to be the functional currency, the Company translates assets and liabilities into U.S. dollars at the exchange rate on the balance sheet date. The Company translates income and expense items at average rates of exchange prevailing during each period. The Company accumulates translation adjustments in accumulated other comprehensive loss, a component of stockholders’ equity. Transaction gains or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other expense in the statements of operations as incurred. Derivative Financial Instruments The Company is exposed to market risks, including changes in foreign currency and interest rates. The Company periodically enters into certain derivative financial instruments to hedge the underlying economic exposure. Contingencies The Company is subject to various legal proceedings that arise in the ordinary course of business, including patent infringement and product liability matters. The Company records accruals for contingencies when it is probable the liability has been incurred and the amount can be reasonably estimated. Legal fees are expensed as incurred. Insurance recoveries related to potential claims are recognized up to the amount of the recorded liability when coverage is confirmed and the estimated recoveries are probable of payment. These recoveries are not netted against the related liabilities for financial statement presentation. 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
Acquisitions | 12 Months Ended |
May 31, 2021 | |
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.("MedComp") for an aggregate purchase price of $10.0 million with $5.0 million of potential future contingent consideration related to technical milestones. This acquisition filled 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 with a proprietary 355nm 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 expanded and complemented the Company’s Endovascular Therapies product portfolio by adding the 355nm laser atherectomy technology (Auryon) 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. RadiaDyne Acquisition On September 21, 2018, the Company acquired RadiaDyne, a privately held medical diagnostic and device company that designs and develops patient dose monitoring technology to improve cancer treatment outcomes. The aggregate purchase price of $75.0 million included an upfront payment of $47.9 million, contingent consideration with an estimated fair value of $22.3 million, an indemnification holdback of $4.6 million and a purchase price holdback of $0.2 million. The fair value of contingent consideration of $22.3 million was comprised of $16.5 million for the revenue milestones and $5.8 million for the technical milestones. The indemnification holdback was recorded in accrued liabilities at May 31, 2020 and was released during fiscal year 2021. This acquisition expanded the Company’s growing Oncology business by adding RadiaDyne’s oncology solutions, including the IsoLoc/ImmobiLoc and Alatus balloon stabilizing technologies. The Company accounted for the RadiaDyne 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 deductible for income tax purposes. The Company has not disclosed the amount of revenue and earnings for sales of RadiaDyne products since acquisition, nor proforma information, because these amounts are not significant to the Company's financial statements. Acquisition-related costs associated with the RadiaDyne acquisition, which are included in "acquisition, restructuring and other items, net" in the accompanying Consolidated Statements of Operations, were approximately $1.6 million in fiscal year 2019. The following table summarizes the final aggregate purchase price allocated to the net assets acquired: (in thousands) Final allocation Accounts receivable $ 900 Inventory 732 Prepaid and other current assets 98 Property, plant and equipment 133 Intangible assets: RadiaDyne trademark 400 OARtrac trademark 200 RadiaDyne legacy product technology 1,500 OARtrac product technology 18,900 RadiaDyne customer relationships 4,600 Goodwill 47,982 Total assets acquired $ 75,445 Liabilities assumed Accounts payable $ 352 Accrued expenses 106 Total liabilities assumed $ 458 Net assets acquired $ 74,987 The Company finalized the allocation of the purchase price to the assets acquired and liabilities assumed in the fourth quarter of fiscal year 2019. The values assigned to the RadiaDyne and OARtrac trademark and product technologies were derived using the relief-from-royalties method under the income approach. This approach is used to estimate the cost savings that accrue for the owner of an intangible asset who would otherwise have to pay royalties or licensing fees on revenues earned through the use of the asset if they had not owned the rights to use the assets. The net after-tax royalty savings are calculated for each year in the remaining economic life of the intangible asset and discounted to present value. The trademarks were deemed to have a useful life of five seven The value assigned to customer relationships 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. Customer relationships are amortized on a straight-line basis over fifteen years. 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. During the fourth quarter of fiscal year 2021, the Company made the decision to abandon the OARtrac product technology and trademark. This resulted in an impairment charge of $14.0 million. The impairment charge is recorded in "Acquisition, restructuring and other items, net", on the Consolidated Statement of Operations (see Note 19). At May 31, 2021, the fair value of the contingent liability for RadiaDyne is zero (see Note 5). BioSentry Acquisition On August 14, 2018, the Company acquired the BioSentry product from Surgical Specialties, LLC (“SSC”), for an aggregate purchase price of $39.8 million of which $37.0 million was paid on August 14, 2018 and $2.8 million was recorded as contingent consideration. The contingent consideration liability was recorded at fair value and was paid in the fourth quarter of fiscal year 2019 upon fulfillment of hydrogel orders by SSC. The Company accounted for the BioSentry 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 deductible for income tax purposes. The Company has not disclosed the amount of revenue and earnings for sales of BioSentry products since acquisition, nor proforma information, because these amounts are not significant to the Company's financial statements. Acquisition-related costs associated with the BioSentry acquisition, which are included in acquisition, restructuring and other expenses, net in the accompanying Consolidated Statements of Operations, were approximately $1.0 million in fiscal year 2019. The following table summarizes the final purchase price allocated to the net assets acquired: (in thousands) Final allocation Inventory $ 50 Property, plant and equipment 10 Intangible assets: BioSentry trademark 2,500 BioSentry product technology 20,900 Customer relationships 2,600 Goodwill 13,740 Net assets acquired $ 39,800 The Company finalized the allocation of the purchase price to the assets acquired and liabilities assumed in the fourth quarter of fiscal year 2019. The values assigned to the BioSentry trademark and product technologies were derived using the relief-from-royalties method under the income approach. This approach is used to estimate the cost savings that accrue for the owner of an intangible asset who would otherwise have to pay royalties or licensing fees on revenues earned through the use of the asset if they had not owned the rights to use the assets. The net after-tax royalty savings are calculated for each year in the remaining economic life of the intangible asset and discounted to present value. The trademark and product technologies are deemed to have a fifteen year useful life and are amortized on a straight-line basis over their useful life. The value assigned to customer relationships 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. Customer relationships are amortized on a straight-line basis over ten years. |
Divestitures
Divestitures | 12 Months Ended |
May 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DIVESTITURES | DIVESTITURES Fluid Management On May 31, 2019, the Company completed the sale of the NAMIC Fluid Management business (the “Divestiture”) and all of the assets used primarily in connection with the Fluid Management business to Medline Industries, Inc. (“Medline”) pursuant to an asset purchase agreement dated April 17, 2019 (the “Asset Purchase Agreement”). Total consideration received by the Company for the Divestiture in the fourth quarter of fiscal year 2019 was $169.2 million in cash and resulted in a gain of $46.6 million after working capital adjustments of $0.6 million. The gain is recorded in discontinued operations. On June 3, 2019, a portion of the net proceeds were used to retire the outstanding balance on the Term Loan and Revolving Facility and the remaining net proceeds will continue to be invested in the business. Pursuant to a transition services agreement entered into and effective on the closing of the transaction, the Company supplied certain services to Medline. Medline received certain legal, human resource, tax, accounting and information technology services from the Company which ended in the fourth quarter of fiscal year 2021. As a result of the Divestiture, the results of operations from the Fluid Management business are reported in the accompanying consolidated statements of operations as “Income from discontinued operations, net of income tax” for the year ended May 31, 2019. The following table summarizes the financial results of discontinued operations: (in thousands) May 31, 2019 Net sales $ 88,850 Cost of sales (exclusive of amortization) 52,978 Gross profit 35,872 Operating expenses Research and development 1,177 Sales and marketing 4,129 General and administrative 271 Amortization of intangibles 2,716 Total operating expenses 8,293 Operating income 27,579 Gain on divestiture 46,592 Income from discontinued operations before income taxes 74,171 Income tax expense (1,685) Income from discontinued operations $ 72,486 In accordance with GAAP, only expenses specifically identifiable and related to a business to be disposed may be allocated to discontinued operations. As such, the selling and marketing, research and development and general and administrative expenses recorded in discontinued operations include corporate costs incurred directly in support of the Fluid Management portfolio. The Company applied the “Intraperiod Tax Allocation” rules under ASC 740, which requires the allocation of an entity’s total annual income tax provision among continuing operations and, in the Company’s case, discontinued operations. Included in the $1.6 million income tax expense for fiscal year 2019 is $0.6 million tax expense related to the gain on the Divestiture. The taxes on the gain were calculated using various state statutory tax rates and are partially offset by the utilization of historical state net operating losses. There are no current federal taxes on the gain due to utilization of historical net operating losses which had a corresponding valuation allowance. The table below provides a reconciliation of the gain recorded on the sale of the Fluid Management business: (in thousands) Proceeds received from Divestiture $ 169,242 Working capital adjustment (612) Fluid Management assets: Inventories 11,029 Property, plant and equipment, net 16,624 Intangible assets, net 15,047 Goodwill 75,308 Total Fluid Management assets 118,008 Transaction costs for Divestiture (1) 4,030 Gain on sale of the Fluid Management business before income taxes $ 46,592 (1) Costs include advisory fees, legal fees and professional fees Proceeds from the sale of Fluid Management have been presented in the Consolidated Statements of Cash Flows under investing activities for the fiscal year ended May 31, 2019. Total operating and investing cash flows of discontinued operations for the fiscal year ended May 31, 2019 is comprised of the following, which exclude the effect of income taxes: (in thousands) 2019 Net cash provided by operating activities $ 2,245 Net cash provided by investing activities 982 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
May 31, 2021 | |
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 and geography for the years ended May 31, 2021, 2020 and 2019: Year ended May 31, 2021 Year ended May 31, 2020 (in thousands) United States International Total United States International Total Net sales Endovascular Therapies $ 121,427 $ 13,652 $ 135,079 $ 98,965 $ 13,741 $ 112,706 Vascular Access 81,088 20,222 101,310 76,768 17,531 94,299 Oncology 34,528 20,093 54,621 32,247 24,905 57,152 Total $ 237,043 $ 53,967 $ 291,010 $ 207,980 $ 56,177 $ 264,157 Year ended May 31, 2019 (in thousands) United States International Total Net sales Endovascular Therapies $ 106,767 $ 13,134 $ 119,901 Vascular Access 79,611 15,119 94,730 Oncology 30,579 25,424 56,003 Total $ 216,957 $ 53,677 $ 270,634 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 distributors 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, net of any variable consideration as described below. 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. The Company enters into agreements to place placement and evaluation units (“units”) at customer sites, but the Company retains title to the units. The duration of these agreements are typically a year and the customer has the right to use the unit at no upfront charge in connection with the customer’s ongoing purchase of disposables. These types of agreements include an embedded operating lease for the right to use the units. In these arrangements, revenue recognized for the sale of the disposables is not allocated between the disposal revenue and lease revenue due to the insignificant value of the units in relation to the total agreement value. Sales, value added, and other taxes collected on behalf of third parties are excluded from revenue. Variable Consideration Reserves: Revenue 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 reserves 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 year ended May 31, 2021, such product returns were not material. Contract Balances with Customers A receivable is generally 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) May 31, 2021 May 31, 2020 Receivables $ 35,405 $ 31,263 Contract assets $ — $ — Contract liabilities $ 426 $ 545 During the years ended May 31, 2021 and 2020, the Company had additions to contract liabilities of $1.0 million and $2.1 million, respectively. This was offset by $1.2 million and $2.2 million in revenue that was recognized during the years ended May 31, 2021 and 2020, respectively. 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. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
May 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS 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, marketable securities, 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 their immediate or short-term maturities. The 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: (in thousands) Level 1 Level 2 Level 3 Fair Value at May 31, 2021 Financial Liabilities Contingent consideration for acquisition earn outs $ — $ — $ 15,741 $ 15,741 Total Financial Liabilities $ — $ — $ 15,741 $ 15,741 Fair Value Measurements using inputs considered as: (in thousands) Level 1 Level 2 Level 3 Fair Value at May 31, 2020 Financial Liabilities Contingent consideration for acquisition earn outs $ — $ — $ 15,647 $ 15,647 Total Financial Liabilities $ — $ — $ 15,647 $ 15,647 There were no transfers in and out of Level 1, 2 and 3 measurements for the years ended May 31, 2021 and 2020. The table below presents the changes in fair value components of Level 3 instruments for the year ended May 31, 2021: Financial Liabilities (in thousands) Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance at May 31, 2020 $ 15,647 Change in present value of contingent consideration (1) 89 Currency (gain) loss from remeasurement 5 Balance at May 31, 2021 $ 15,741 (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. The table below presents the changes in fair value components of Level 3 instruments for the year ended May 31, 2020: Financial Liabilities (in thousands) Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance at May 31, 2019 $ 13,486 Contingent consideration liabilities recorded as a result of the acquisitions (Note 2) 14,900 Change in fair value of contingent consideration (1) (11,531) Contingent consideration payments (1,208) Balance at May 31, 2020 $ 15,647 (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. During fiscal year 2020, the Company revised the sales projections for RadiaDyne products as a result of reviews performed by executive management. The adjustments to the sales projections over the contractual earn-out period resulted in a $9.2 million reduction in the fair value of the contingent liability. It was also determined that one of the technical milestones would not be achieved, which resulted in an additional reduction in the liability of $2.7 million. At May 31, 2021, there are no remaining amounts payable for the RadiaDyne contingent consideration. Contingent Liability 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 income. 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 which 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 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 May 31, 2021: (in thousands) Fair Value Valuation Technique Unobservable Input Range Revenue based payments $ 15,741 Discounted cash flow Discount rate 5% Probability of payment 66% - 100% Projected fiscal year of payment 2024 - 2025 At May 31, 2021, the amount of undiscounted future contingent consideration that the Company expects to pay as a result of all completed acquisitions is approximately $20.0 million. The milestones, including revenue projections and technical milestones, associated with the contingent consideration must be reached in future periods ranging from fiscal years 2021 to 2025 in order for the associated consideration to be paid. Items Measured at Fair Value on a Nonrecurring Basis During the fourth quarter of fiscal year 2021, the Company made the decision to abandon the OARtrac product technology and trademark. This resulted in an impairment charge of $14.0 million. 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 using Level 3 inputs. There were no other items measured at fair value on a nonrecurring basis during the year ended May 31, 2020 or May 31, 2021. |
Inventories
Inventories | 12 Months Ended |
May 31, 2021 | |
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) May 31, 2021 May 31, 2020 Raw materials $ 22,925 $ 23,308 Work in process 8,022 8,318 Finished goods 17,667 28,279 Total $ 48,614 $ 59,905 |
Prepaid Expenses and Other
Prepaid Expenses and Other | 12 Months Ended |
May 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER | PREPAID EXPENSES AND OTHER Prepaid expenses and other consisted of the following: (in thousands) May 31, 2021 May 31, 2020 Deposits $ 2,795 $ 689 Employee Retention Tax Credit 1,911 — Software licenses 1,286 1,002 TSA receivable 2 2,911 License fees 166 203 Trade shows 132 296 Rent 268 246 Other prepaid taxes 379 414 Other 1,760 1,549 Total $ 8,699 $ 7,310 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
May 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment are summarized as follows: (in thousands) May 31, 2021 May 31, 2020 Building and building improvements $ 28,979 $ 27,119 Computer software and equipment 26,302 24,730 Machinery and equipment 14,208 13,602 Placement and evaluation units 9,530 — Construction in progress 3,217 3,050 82,236 68,501 Less accumulated depreciation (45,635) (40,661) 36,601 27,840 Land and land improvements 472 472 $ 37,073 $ 28,312 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
May 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill 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, 2020. 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. Even though the Company determined that there was no goodwill impairment as of December 31, 2020, the future occurrence of a 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 an interim assessment for the reporting unit prior to the next required annual assessment as of December 31, 2021. There were no adjustments to goodwill for the year ended May 31, 2021 other than foreign currency translation adjustments. For the year ended May 31, 2020 the Company recorded a goodwill impairment charge of $158.6 million to write down the carrying value of the reporting unit to fair value. Definite Lived Intangible Assets Definite lived intangible assets consist primarily of product technologies and customer relationships and are amortized over their estimated useful lives, which range between two Intangible assets consisted of the following: May 31, 2021 (in thousands) Gross carrying Accumulated Net carrying Product technologies $ 236,907 $ (97,343) $ 139,564 Customer relationships 60,291 (34,164) 26,127 Trademarks 9,950 (6,905) 3,045 Licenses 6,087 (5,846) 241 $ 313,235 $ (144,258) $ 168,977 May 31, 2020 (in thousands) Gross carrying Accumulated Net carrying 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 Expected future amortization expense related to the intangible assets for each of the following fiscal years is as follows: (in thousands) 2022 $ 15,156 2023 15,595 2024 14,111 2025 15,131 2024 16,138 2025 and thereafter 92,846 $ 168,977 |
Income Taxes
Income Taxes | 12 Months Ended |
May 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of loss from continuing operations before income tax benefit are as follows: Year ended May 31, (in thousands) 2021 2020 2019 Loss from continuing operations before tax expense: U.S. $ (31,595) $ (166,984) $ (15,593) Non-U.S. (4,457) (1,151) 891 $ (36,052) $ (168,135) $ (14,702) Income tax benefit is comprised of the following: Year ended May 31, (in thousands) 2021 2020 2019 Current U.S. 100 96 128 Non U.S. 201 124 289 301 220 417 Deferred U.S. (3,375) (1,122) (3,948) Non U.S. (1,430) (446) (25) (4,805) (1,568) (3,973) Income tax benefit $ (4,504) $ (1,348) $ (3,556) Temporary differences that give rise to deferred tax assets and liabilities are summarized as follows: (in thousands) May 31, 2021 May 31, 2020 Deferred tax assets Net operating loss carryforward $ 31,564 $ 26,697 Stock-based compensation 3,556 2,923 Federal and state R&D tax credit carryforward 6,715 5,412 Inventories 884 1,071 Expenses incurred not currently deductible 3,091 1,927 Accrued liabilities 73 95 Gross deferred tax asset 45,883 38,125 Deferred tax liabilities Depreciation and amortization 48,744 49,023 48,744 49,023 Valuation allowance (17,035) (13,114) Net deferred tax liability $ (19,896) $ (24,012) The net deferred tax liability in the U.S. as of May 31, 2021 and 2020 principally relates to tax amortization of intangibles that have an indefinite reversal period for book purposes, also known as a “naked credit deferred tax liability”, that cannot be considered as a source of income to recover the deferred tax asset. In addition, during the fiscal year ended May 31, 2020 a net deferred tax liability of $11.0 million was recorded in purchase accounting related to the stock acquisition of Eximo Medical Ltd. primarily related to book intangibles offset by tax net operating losses. The Company's U.S. Federal net operating loss carryforwards as of May 31, 2021 after considering IRC Section 382 limitations are $134.6 million. The expiration of the Federal net operating loss carryforwards are as follows: $8.6 million between 2022 and 2023, $79.4 million between 2028 and 2037 and $46.6 million indefinitely. The Company's state net operating loss carryforwards as of May 31, 2021 after considering remaining IRC Section 382 limitations are $20.0 million which expire in various years from 2029 to 2041. The Company has Israel tax net operating losses of $13.5 million that can be carried forward indefinitely. Beginning in 2018, except for the Global Intangible Low-Taxed Income, the Company will no longer record United States federal income tax on its share of the income of its foreign subsidiaries, nor will it record a benefit for foreign tax credits related to that income. Upon distribution of these earnings in the form of dividends or otherwise, the Company would be subject to withholding taxes payable, where applicable, to foreign countries, but would have no further federal income tax liability. The Company intends to indefinitely reinvest the unremitted foreign earnings of all other subsidiaries as of May 31, 2021, as well as all subsequent earnings generated by all of our foreign subsidiaries. Determining the amount of unrecognized deferred tax liability related to any additional outside basis difference in these entities is not practical. 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 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 May 31, 2021. 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. The Company's consolidated income tax expense has differed from the amount that would be provided by applying the U.S. Federal statutory income tax rate to the Company's income before income taxes for the following reasons: Year ended May 31, (in thousands) 2021 2020 2019 Income tax benefit at federal statutory tax rate of 21.0%, 21.0% and 28.6%, respectively $ (7,571) $ (35,308) $ (3,087) State income taxes, net of Federal tax benefit (462) (40) (177) Impact of Non-U.S. operations (293) (100) 76 Research and development tax credit (1,303) (1,152) (936) Meals and entertainment 116 171 190 Goodwill impairment — 33,301 — Change in valuation allowance 3,921 1,426 175 Effect of elimination of stock compensation APIC pool 526 162 — Other 562 192 203 Income tax benefit $ (4,504) $ (1,348) $ (3,556) During fiscal year 2020, the Company recorded a goodwill impairment of $158.6 million. The Company has made the tax accounting policy election to first allocate the impairment to the Company’s nondeductible goodwill based on the Company’s pre-impairment nondeductible goodwill balance. The following table provides a reconciliation of the beginning and ending amount of unrecognized tax benefits: Year ended May 31, (in thousands) 2021 2020 2019 Unrecognized tax benefits balance at June 1 $ 464 $ 464 $ 464 Decrease in gross amounts of tax positions related to prior years due to U.S. tax reform — — — Decrease due to lapse in statute of limitations — — — Unrecognized tax benefits balance at May 31 $ 464 $ 464 $ 464 The table above includes unrecognized tax benefits associated with the calculation of limitations placed on the utilization of tax attributes related to an acquired company. If recognized, $0.5 million would result in adjustments to other tax accounts. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. There are no accrued interest and penalties recognized in the consolidated balance sheet as of May 31, 2021 and May 31, 2020. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business the Company is subject to examination by taxing authorities throughout the world. Fiscal years 2018 through 2020 remain open to examination by the various tax authorities. The Company does not anticipate that the amount of unrecognized tax benefits will significantly change in the next twelve months. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
May 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Accrued liabilities consist of the following: (in thousands) May 31, 2021 May 31, 2020 Payroll and related expenses $ 20,408 $ 13,059 Outside services 4,256 2,222 Royalties 2,663 2,392 Accrued severance 548 794 Sales and franchise taxes 631 634 Litigation matters 975 — Indemnification holdback — 5,000 Other 5,978 5,279 Total $ 35,459 $ 29,380 |
Long Term Debt
Long Term Debt | 12 Months Ended |
May 31, 2021 | |
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 is based, at the Company’s option, on either a base rate of LIBOR or alternate base rate, 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 also carries 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, consolidated EBITDA, consolidated capital expenditures and consolidated interest expense are specifically defined in the credit agreement included as an exhibit to Form 8-K filed on June 6, 2019. As of May 31, 2021 there was $20.0 million outstanding on the Revolving Facility. As of May 31, 2021 and May 31, 2020, the carrying value of long-term debt approximated its fair market value. The interest rate on the Revolving Facility at May 31, 2021 was 1.36%. The Company was in compliance with the Credit Agreement covenants as of May 31, 2021. |
Retirement Plans
Retirement Plans | 12 Months Ended |
May 31, 2021 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLANS | RETIREMENT PLANSThe Company has a 401(k) plan under which eligible employees can defer a portion of their compensation, part of which is matched by the Company. Matching contributions were $3.8 million, $3.2 million and $3.6 million in 2021, 2020 and 2019, respectively. There are also various immaterial foreign retirement plans. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
May 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Capitalization On October 29, 2014, the Board of Directors approved the Amended and Restated Certificate of Incorporation (the “Amended Certificate”). Under the Amended Certificate, the authorized capital stock is 80,000,000 shares, consisting of 75,000,000 shares of common stock, par value $.01 per share and 5,000,000 shares of preferred stock, par value $.01 per share. The holders of common stock are entitled to one vote for each share held. Subject to preferences applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to receive ratably dividends, if any, as may be declared by the Board of Directors out of funds legally available for dividend payments. If the Company liquidates, dissolves, or winds up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no pre-emptive rights or rights to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that the Company may designate in the future. The Board of Directors has the authority to (i) issue the undesignated preferred stock in one or more series, (ii) determine the powers, preferences and rights and the qualifications, limitations or restrictions granted to or imposed upon any wholly un-issued series of undesignated preferred stock and (iii) fix the number of shares constituting any series and the designation of the series, without any further vote or action by the Company's stockholders. Stock Options On October 13, 2020, the Company's shareholders approved the 2020 Stock and Incentive Award Plan (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance share units, performance shares and other incentive awards to the Company's employees, directors and other service providers. A total of 2.4 million shares of common stock have been reserved for issuance under the 2020 Plan. Prior to the adoption of the 2020 Plan, equity awards were issued under the 2004 Stock and Incentive Award Plan (the “2004 Plan”). The adoption of the 2020 Plan did not impact the administration of equity awards issued under the 2004 Plan but following the adoption of the 2020 Plan, equity award grants are no longer made under the 2004 Plan. As of May 31, 2021, there remained approximately 2.3 million shares available for granting under the 2020 Plan. The following table summarizes information about stock option activity for the fiscal year ended May 31, 2021: Shares Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic value (in thousands) Outstanding at beginning of year - June 1, 2020 1,938,753 $ 16.89 Granted 528,809 $ 11.41 Exercised (137,237) $ 16.45 Forfeited (132,895) $ 18.38 Expired (50,470) $ 12.33 Outstanding at end of year - May 31, 2021 2,146,960 $ 15.59 6.24 $ 16,176 Options exercisable at year-end 1,067,686 $ 16.26 3.91 $ 7,324 Options expected to vest in future periods 1,079,274 $ 14.92 8.53 $ 8,852 Stock options are granted at exercise prices equal to the quoted market price of common stock at the date of the grant. Options vest 25% per year over four years for employees. Stock options granted prior to May 1, 2007 and after June 1, 2017 expire on the tenth anniversary of the grant date. Stock options granted between May 1, 2007 through May 31, 2017 expire on the seventh anniversary of the grant date. The Company measures the fair value of each stock option grant at the date of grant using a Black-Scholes option pricing model. The weighted average grant-date fair value of options granted during the years ended May 31, 2021, 2020 and 2019 was $3.97, $5.46, and $6.53, respectively. The following assumptions were used in arriving at the fair value of options granted during 2021, 2020 and 2019, respectively: risk-free interest rates of 0.34%, 1.63% and 2.78%; expected volatility of 39%, 31%, and 31%; and expected lives of 4.96 years, 4.91 years, and 4.79 years. The Company does not declare dividends therefore a dividend yield of zero was used for the years ended May 31, 2021, 2020 and 2019. Risk-free interest rates reflect the yield on zero-coupon U.S. Treasury bonds whose maturity period equals the expected term of the option. Expected volatilities are based on the historical volatility of the Company's stock. The expected option lives are based on historical experience of employee exercise behavior. The total intrinsic value of options exercised during the years ended May 31, 2021, 2020 and 2019 was $0.8 million, $0.5 million, and $1.4 million, respectively. As of May 31, 2021, there was $3.9 million of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a weighted average period of 6 years. Cash received from option exercises during 2021, 2020 and 2019 was $1.9 million, $0.6 million and $1.5 million, respectively. Due to the valuation allowance there was no tax benefit realized from stock option exercises during the years ended May 31, 2021, 2020 and 2019. Restricted Stock Unit and Performance Share Awards The Company grants restricted stock units to certain employees under the 2020 Plan, and historically under the 2004 Plan, which give the recipients the right to receive shares of Company stock upon vesting. The restricted stock unit awards vest in four equal annual installments beginning on the first anniversary of the grant date. Restricted stock unit awards granted to directors vest over one year. Unvested restricted stock unit awards will be forfeited if the recipient ceases to be employed by the Company. The following table summarizes information about restricted stock unit activity for the year ended May 31, 2021: Restricted Stock Units Weighted Average Grant-Date Fair Value Non-vested at beginning of year, June 1, 2020 464,921 $ 19.65 Granted 533,708 $ 10.40 Vested (205,202) $ 10.02 Canceled (31,324) $ 17.30 Non-vested at end of year, May 31, 2021 762,103 $ 13.28 The fair value of each restricted stock unit is the market price of Company stock on the date of grant. The weighted average grant date fair value of restricted stock units granted during the years ended May 31, 2021, 2020 and 2019 was $10.40, $20.35 and $20.87, respectively. The total intrinsic value of restricted stock units (meaning the fair value of the units on the date of vest) vesting during the years ended May 31, 2021, 2020 and 2019 was $2.1 million, $3.9 million, and $4.6 million, respectively. As of May 31, 2021, there was $6.5 million of total unrecognized compensation cost related to non-vested restricted stock awards, which is expected to be recognized over a weighted average period of 3 years. The Company grants performance share awards to certain employees under the 2020 Plan, and historically under the 2004 Plan, which gives the recipients the right to receive shares of Company stock if certain criteria is met. The following table summarizes information about performance unit award activity for the year ended May 31, 2021: Performance Unit Awards Weighted Average Grant-Date Fair Value Non-vested at beginning of year, June 1, 2020 273,121 $ 22.07 Granted 232,236 $ 9.72 Vested — $ — Canceled (129,066) $ 21.28 Non-vested at end of year, May 31, 2021 376,291 $ 14.72 During fiscal year 2021 and 2020, the Company granted performance unit awards. Performance unit awards subject to vesting are based on the Company's level of attainment of the performance targets which are set for each of the three performance years along with continued employment of the grantee. At the end of the three year period, the vested shares are subject to modification based on the Company’s TSR targets relative to the percentage appreciation of a specified index of companies for the respective three-year period. During fiscal year 2019, the Company granted performance unit awards that include a three-year market condition. Vesting of the performance unit awards is based on the Company's level of attainment of specified TSR targets relative to the percentage appreciation of a specified index of companies for the respective three-year periods. It is also subject to the continued employment of the grantees. In order to estimate the fair value of such awards, a Monte Carlo Simulation valuation model on the date of the grant was used. For the years ended May 31, 2021, 2020 and 2019, the weighted average grant date fair market value for new grants was $9.72, $14.06 and $28.62, respectively. Compensation cost is recognized over the performance period which is typically three years. As of May 31, 2021, there was $2.1 million of unrecognized compensation cost which is expected to be recognized over a weighted average period of 2 years. Compensation Expense The following tables represents the break out of share-based compensation included in the Company's consolidated statement of operations: Year ended May 31, (in thousands) 2021 2020 2019 Cost of sales $ 768 $ 655 $ 461 Research and development 1,152 971 724 Sales and marketing 1,641 1,665 1,952 General and administrative 5,064 4,301 6,112 $ 8,625 $ 7,592 $ 9,249 The income tax benefit on the compensation expense recognized for all share-based compensation arrangements was $2.0 million, $1.7 million and $2.1 million for the years ended May 31, 2021, 2020 and 2019, respectively. The income tax benefit for 2021, 2020 and 2019 are negated by the full valuation allowance recorded against the deferred tax assets. Employee Stock Purchase Plan The Employee Stock Purchase Plan (the “Stock Purchase Plan”) provides a means by which employees (the “participants”) are given an opportunity to purchase the Company's common stock through payroll deductions. A total of 4,000,000 shares of common stock have been reserved for issuance under the Stock Purchase Plan. Shares are offered through two purchase periods, each with duration of approximately 6 months, commencing on the first business day of the first and third fiscal quarters. An employee is eligible to participate in an offering period if, on the first day of an offering period, he or she has been employed in a full-time capacity for at least six months, with a customary working schedule of 20 or more hours per week and more than five months in a calendar year. Employees who own stock possessing 5% or more of the total combined voting power or value of all classes of stock are not eligible to participate in the Stock Purchase Plan. The purchase price of the shares of common stock acquired on each purchase date will be the lower of (i) 85% of the fair market value of a share of common stock on the first day of the offering period or (ii) 85% of the fair market value of a share of common stock on the last day of the purchase period, subject to adjustments made by the Board of Directors. The Stock Purchase Plan is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. During the years ended May 31, 2017, 2019 and 2021, an additional 500,000, 1,000,000 and 500,000 shares of the Company's common stock, respectively, were reserved for issuance under the Stock Purchase Plan. The Company uses the Black-Scholes option-pricing model to calculate the purchase date fair value of the shares issued under the Stock Purchase Plan and recognize expense related to shares purchased ratably over the offering period. During the years ended May 31, 2021, 2020 and 2019, 164,194, 100,567 and 72,863 shares, respectively, were issued at an average price of $7.95, $12.11 and $16.08, respectively, under the Stock Purchase Plan. As of May 31, 2021, 2.4 million shares remained available for future purchases under the Stock Purchase Plan. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
May 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHAREBasic earnings per share are based on the weighted average number of common shares outstanding. In addition, diluted earnings per share include 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 basic loss per share as the impact would be anti-dilutive. The following table reconciles basic to diluted weighted average shares outstanding for the years ended May 31, 2021, 2020 and 2019: Year ended May 31, 2021 2020 2019 Basic 38,342,476 37,961,224 37,484,573 Effect of dilutive securities — — — Diluted 38,342,476 37,961,224 37,484,573 Securities excluded as their inclusion would be anti-dilutive 3,285,354 2,581,006 2,200,318 |
Leases Leases
Leases Leases | 12 Months Ended |
May 31, 2021 | |
Leases [Abstract] | |
Leases | LEASES Adoption of ASU No. 2016-02, Leases (Topic 842) On June 1, 2019, the Company adopted ASU No. 2016-02 The Company elected the three practical expedients that permit an entity to a) not reassess whether expired or existing contracts contain leases, b) not reassess lease classification for existing or expired leases, and c) not consider whether previously capitalized initial direct costs would be appropriate under the new standard. Further, the Company has elected to not recognize leases with terms of 12 months or less on the balance sheet, and elected to account for lease and non-lease components as a single component for certain classes of assets. The adoption of this standard resulted in the recording of an additional lease asset and lease liability of approximately $5.6 million. The standard did not have a material impact on the Company's Consolidated Statement of Operations, Stockholders Equity or Cash Flows. 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 May 31, 2021 May 31, 2020 Assets Operating lease ROU asset Other assets $ 9,382 $ 10,146 Liabilities Current operating lease liabilities Other current liabilities 2,415 2,077 Non-current operating lease liabilities Other long-term liabilities 7,319 8,345 Total lease liabilities $ 9,734 $ 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: May 31, 2021 May 31, 2020 Weighted average remaining term (in years) 4.12 5.00 Weighted average discount rate 3.8 % 4.2 % The maturities of the lease liabilities for each of the following fiscal years is: (in thousands) May 31, 2021 2021 $ 2,735 2022 2,787 2023 2,209 2024 1,454 2025 1,148 2026 and thereafter 171 Total lease payments $ 10,504 Less: Imputed Interest 770 Total lease obligations $ 9,734 Less: Current portion of lease obligations 2,415 Long-term lease obligations $ 7,319 During the years ended May 31, 2021 and May 31, 2020, the Company recognized operating lease expense which includes immaterial short-term leases of $3.2 million and $3.4 million, respectively. Rent expense prior to adoption of ASC 842 amounted to $2.5 million for the year ended May 31, 2019. As of May 31, 2021 and 2020, the expenses on the Consolidated Statement of Operations were classified as follows: (in thousands) May 31, 2021 May 31, 2020 Cost of sales $ 820 $ 1,138 Research and development 857 583 Sales and marketing 407 397 General and administrative 1,123 1,233 $ 3,207 $ 3,351 The following table presents supplemental cash flow and other information related to leases for the year ended May 31, 2021 and 2020: (in thousands) May 31, 2021 May 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,698 $ 2,372 ROU assets obtained in exchange for lease liabilities Operating leases 1,585 6,918 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
May 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Other Commitments and Contingencies The following table summarizes the Company's other future commitments and contingencies as of May 31, 2021: (in thousands) Total 2022 2023 2024 2025 2026 and thereafter Purchase obligations (1) $ 4,697 $ 4,697 $ — $ — $ — $ — Royalties (2) 47,700 3,800 3,800 3,800 3,800 32,500 $ 52,397 $ 8,497 $ 3,800 $ 3,800 $ 3,800 $ 32,500 (1) The non-cancelable inventory purchase obligations are not reflected on the consolidated balance sheets under accounting principles generally accepted in the United States of America. (2) These are future minimum royalty payments. Legal Proceedings The Company is involved in various legal proceedings, including commercial, intellectual property, product liability, and regulatory matters of a nature considered normal for its business. The Company accrues for amounts related to these matters if it is probable that a liability has been incurred, and an amount can be reasonably estimated. The Company discloses such matters when there is at least a reasonable possibility that a material loss may have been incurred. However, the Company cannot predict the outcome of any litigation or the potential for future litigation. C.R. Bard, Inc. v. AngioDynamics, Inc. On January 11, 2012, C.R. Bard, Inc. (“Bard”) filed a suit in the United States District Court of Utah claiming certain of the Company's implantable port products infringe on three U.S. patents held by Bard (US Patent Nos. 7,785,302, 7,959,615 (“615”) and 7,947,022). The case was stayed pending reexamination in the US Patent and Trademark Office ("USPTO"). Following the reexamination proceedings, and the parties’ related appeals to the Federal Circuit which resulted in further proceedings at the USPTO, certain claims of the 615 patent were held invalid, while the remaining claims of the 615 patent and the other two patents were upheld over the prior art references considered in the reexamination proceedings. Thereafter, the case was transferred from the District of Utah to the United States District Court for the District of Delaware (“District of Delaware”). A scheduling order was entered on March 23, 2021. The Company filed a Motion to Amend its Answer and Counterclaims on April 14, 2021. This motion seeks to add counterclaims for infringement of U.S. Patent Nos. 9,168,365; 9,895,523; and 10,632,295, as well as a counterclaim of inequitable conduct, and remains pending. The Company served its initial invalidity contentions on July 2, 2021, consistent with the scheduling order. The Company believes these claims are without merit and intends to defend them vigorously. The Company has not recorded an expense related to the outcome of this litigation because it is not yet possible to determine if a potential loss is probable nor reasonably estimable. On March 10, 2015, Bard and Bard Peripheral Vascular filed suit in the District of Delaware claiming certain of the Company's implantable port products infringe on three U.S. patents held by Bard (US Patent Nos. 8,475,417, 8,545,460, 8,805,478). The case proceeded through trial which began on March 4, 2019. On day four of the jury trial, at the close of Bard’s case, the Court granted the Company's oral motion for judgment as a matter of law as well as its motions for summary judgment on the grounds that the asserted patents are invalid, ineligible, not infringed and not willfully infringed. On May 10, 2019, the Company filed a motion for attorney fees and non-taxable expenses under 35 USC Sec. 285. Bard appealed the judgment to the Federal Circuit and on November 10, 2020, the Federal Circuit reversed the judgment in part with respect to Section 101, and vacated and remanded the trial court’s invalidity and non-infringement judgments. The Company filed a combined Petition for rehearing and rehearing en banc on December 10, 2020, which was denied on January 15, 2021. The Federal Circuit issued its mandate on January 22, 2021. On March 15, 2021, the District of Delaware entered an order requiring the parties to submit status reports and denied as moot the Company’s motion for attorney’s fees and expenses. The parties submitted status reports on March 29, 2021. The matter remains pending. The Company maintains its belief that Bard’s claims are without merit. The Company has not recorded an expense related to the outcome of this litigation because it is not yet possible to determine if a potential loss is probable nor reasonably estimable. On March 8, 2021, Bard filed suit in the District of Delaware asserting certain of the Company’s port products (including certain related infusion sets) infringe U.S. Patent Nos. 8,025,639, 9,603,992 (“992”) and 9,603,993 (“993”). On May 20, 2021, the Company filed a Motion to Dismiss Bard’s claims with respect to the 992 and 993 patents, and the motion remains pending. The Company maintains its belief that Bard’s claims are without merit. The Company has not recorded an expense related to the outcome of this litigation because it is not yet possible to determine if a potential loss is probable nor reasonably estimable. AngioDynamics, Inc. v. C.R. Bard, Inc. On May 30, 2017, the Company commenced an action in the United States District Court for the Northern District of New York entitled AngioDynamics, Inc. v. C.R. Bard, Inc. and Bard Access Systems, Inc. (“Bard”). In this action, the Company alleges that Bard has illegally tied the sales of its tip location systems to the sales of its PICCs. The Company alleges that this practice violates the federal antitrust laws and has had, and continues to have, an anti-competitive effect in the market for PICCs. The Company seeks both monetary damages and injunctive relief. Bard moved to dismiss on September 8, 2017. On August 6, 2018 the court denied Bard’s motion in its entirety. Bard made a motion for summary judgment which was denied in its entirety in a decision issued by the Court on May 5, 2021. Bard also raised a series of challenges targeted at one of AngioDynamics’ expert witnesses, which the Court denied in part and granted in part in decisions on May 5, 2021 and June 11, 2021. Discovery is largely complete, and the case is expected to proceed to trial in 2022. |
Segments and Geographic Informa
Segments and Geographic Information | 12 Months Ended |
May 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS AND GEOGRAPHIC INFORMATION | SEGMENTS AND GEOGRAPHIC INFORMATION Segment information The Company considers its business to be a single segment entity related to the development, manufacture and sale on a global basis of medical devices for vascular access, surgery, peripheral vascular disease and oncology. The Company's chief operating decision maker (CEO) evaluates the various global product portfolios on a net sales basis. Executives reporting in to the CEO include those responsible for operations and supply chain management, research and development, sales, franchise marketing and certain corporate functions. The CEO evaluates profitability, investment and cash flow metrics on a consolidated worldwide basis due to shared infrastructure and resources. Total sales by product category are summarized below: Year ended May 31, (in thousands) 2021 2020 2019 Net sales by Product Category Endovascular Therapies $ 135,079 $ 112,706 $ 119,901 Vascular Access 101,310 94,299 94,730 Oncology/Surgery 54,621 57,152 56,003 Total $ 291,010 $ 264,157 $ 270,634 Geographic information Total sales for geographic areas are summarized below: Year ended May 31, (in thousands) 2021 2020 2019 Net sales by Geography United States $ 237,043 $ 207,980 $ 216,957 International 53,967 56,177 53,677 Total $ 291,010 $ 264,157 $ 270,634 |
Acquisition, Restructuring and
Acquisition, Restructuring and Other Items, net | 12 Months Ended |
May 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
ACQUISITION, RESTRUCTURING AND OTHER ITEMS, NET | ACQUISITION, RESTRUCTURING AND OTHER ITEMS, NETAcquisition, restructuring and other items, net consisted of: Year ended May 31, (in thousands) 2021 2020 2019 Legal (1) $ 6,161 $ 2,666 $ 7,802 Mergers and acquisitions (2) 1 782 4,030 Transition service agreement (3) (1,032) (1,799) — Divestiture (4) 393 2,809 — Intangible and other asset impairment (5) 13,953 — 1,704 Restructuring — 26 289 Other 756 1,530 1,302 Total $ 20,232 $ 6,014 $ 15,127 (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. (5) During the fourth quarter of fiscal year 2021, the Company made the decision to abandon the OARtrac product technology and trademark. This resulted in an impairment charge of $14.0 million |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
May 31, 2021 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHESIVE INCOME (LOSS) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Changes in each component of accumulated other comprehensive income (loss), net of tax, are as follows for fiscal years 2021 and 2020: (in thousands) Foreign currency translation gain (loss) Balance at May 31, 2019 $ (1,352) Other comprehensive income before reclassifications, net of tax 11 Net other comprehensive income $ 11 Balance at May 31, 2020 $ (1,341) Other comprehensive income (loss) before reclassifications, net of tax 4,494 Net other comprehensive loss $ 4,494 Balance at May 31, 2021 $ 3,153 |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
May 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
VALUATION AND QUALIFYING ACCOUNTS | (in thousands) SCHEDULE II -VALUATION AND QUALIFYING ACCOUNTS Description Balance at Beginning of Year Additions - Charged to costs and expenses Deductions Balance at End of Period Year Ended May 31, 2019 Allowance for deferred tax asset $ 26,607 $ — $ (14,919) $ 11,688 Allowance for sales returns and doubtful accounts $ 2,466 $ 393 $ (953) $ 1,906 Year Ended May 31, 2020 Allowance for deferred tax asset $ 11,688 $ 1,426 $ — $ 13,114 Allowance for sales returns and doubtful accounts $ 1,906 $ 1,218 $ (974) $ 2,150 Year Ended May 31, 2021 Allowance for deferred tax asset $ 13,114 $ 3,921 $ — $ 17,035 Allowance for sales returns and doubtful accounts $ 2,150 $ 1,833 $ (2,064) $ 1,919 |
Basis of Presentation, Busine_2
Basis of Presentation, Business Description and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Description of Business | Basis of Presentation and Description of Business The consolidated financial statements include the accounts of AngioDynamics, Inc. and its wholly owned subsidiaries, (collectively, "us", "we", or the “Company”). The Company designs, manufactures and sells 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 in oncology and surgical settings. The 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 temporarily implanted for short- or long-term use. On May 31, 2019, the Company completed the sale of the Fluid Management business and all of the assets used primarily in connection with the Fluid Management business (Note 3). As the disposal of this business represents a strategic shift with a major effect on the Company's operations, for all periods presented in the Consolidated Statements of Operations and Comprehensive Income, all sales, costs, expenses, gains and income taxes attributable to Fluid Management have been reported under the captions, “Income from Discontinued Operations, Net of Income Tax.” Cash flows used in or provided by Fluid Management have been reported in the Consolidated Statements of Cash Flows under operating and investing activities. Accounting Principles The consolidated financial statements and accompanying notes have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Principles of Consolidation The consolidated financial statements include the accounts of AngioDynamics and its subsidiaries (all of which are wholly owned). All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all unrestricted highly liquid investments with an initial maturity of less than three months at the date of purchase to be cash equivalents. The Company maintains cash and cash equivalent balances with financial institutions in the United States in excess of amounts insured by the Federal Deposit Insurance Corporation. |
Fair Value Instruments | Fair Value Instruments The carrying amount of the Company's cash and cash equivalents, accounts receivable, accounts payable and long-term debt approximates fair value due to the short-term nature or market interest rates of these items. The Company bases the fair value of short-term investments on quoted market prices or other relevant information generated by market transactions involving identical or comparable assets. The Company measures and records derivative financial instruments at fair value. See Note 5 for further discussion of financial instruments that are carried at fair value on a recurring and nonrecurring basis. |
Accounts Receivable | Accounts Receivable Accounts receivable, principally trade receivables, are generally due within 30 to 90 days and are stated at amounts due from customers, net of an allowance for estimated sales returns and doubtful accounts. The Company performs ongoing credit evaluations of customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness, as determined by a review of their current credit information. The Company continuously monitors aging reports, collections and payments from customers, and a provision for estimated credit losses is maintained based upon historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within expectations |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value based on the first-in, first-out cost method and consist of raw materials, work in process and finished goods. The standard cost of finished goods and work-in-process inventory is composed of material, labor and manufacturing overhead, which approximates actual cost. In addition to stating inventory at the lower of cost or net realizable value, we also evaluate inventory each reporting period for excess quantities and obsolescence, establishing reserves when necessary based upon historical experience, assessment of economic conditions and expected demand. Once recorded, these reserves are considered permanent adjustments to the carrying value of inventory An increase to inventory reserves results in a corresponding increase in cost of revenue. Inventories are written off against the reserve when they are physically disposed. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Placement and evaluation units represent capital equipment placed at customer locations under placement or evaluation agreements for which depreciation expense is included in cost of sales on the Consolidation Statements of Operations. Refer below for useful lives by category: Estimated useful lives Building and building improvements 4 to 39 years Computer software and equipment 3 to 5 years Machinery and equipment 5 to 8 years Placement and evaluation units 5 years The Company evaluates property, plant and equipment for impairment periodically to determine if changes in circumstances or the occurrence of events suggest the carrying value of the asset or asset group may not be recoverable. Expenditures for repairs and maintenance are charged to expense as incurred. Renewals and betterments are capitalized. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Intangible assets other than goodwill, indefinite lived intangible assets and in process research and development ("IP R&D") are amortized over their estimated useful lives, which range between two Goodwill and other intangible assets that have indefinite useful lives are not amortized, but rather, are 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. Goodwill and intangible assets have been recorded at either incurred or allocated cost. Allocated costs were based on respective fair market values at the date of acquisition. |
Contingent Consideration | Contingent Consideration The fair value of the liability for contingent consideration recorded on the acquisition date for a business combination is based on probability weighted estimated cash flow streams, discounted back to present value using a discount rate determined in accordance with accepted valuation methods and reflective of the risk associated with the estimated cash flow streams. The liability for contingent consideration is remeasured to fair value at each reporting period with changes recorded in earnings until the contingency is resolved. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when it transfers control of promised goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods and services. See Note 4, “Revenue from Contracts with Customers” for further discussion on revenue. |
Research and Development | Research and Development Research and development costs, including salaries, consulting fees, building costs, utilities and administrative expenses that are related to developing new products, enhancing existing products, validating new and enhanced products, managing clinical, regulatory and medical affairs are expensed as incurred. |
Income Taxes | Income Taxes The Company calculates income tax expense for each jurisdiction in which it operates. This involves estimating actual current taxes due plus assessing temporary differences arising from differing treatment for tax and accounting purposes that are recorded as deferred tax assets and liabilities. The Company periodically evaluates deferred tax assets, capital loss carryforwards and tax credit carryforwards to determine their recoverability based primarily on the Company's ability to generate future taxable income and capital gains. Where it is more-likely-than-not these will not be recovered, the Company estimates a valuation allowance and records a corresponding additional tax expense in the consolidated statement of operations. The Company recognizes and measures uncertain tax positions taken or expected to be taken in a tax return utilizing a two-step approach. The Company first determines if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is that the Company measures the tax benefit as the largest amount that is more likely than not to be realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes on the consolidated statements of operations. |
Stock Based Compensation | Stock-Based CompensationStock-based compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the relevant service period. The expense recognized includes the impact of forfeitures as they occur. The Company estimates the fair value of each stock-based award on the measurement date using either the current market price of the stock, the Black-Scholes option valuation model, or the Monte Carlo Simulation valuation model. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or restricted stock units, a risk-free interest rate and dividend yield. The Company recognizes stock-based compensation expense related to options, restricted stock units and market based performance stock units on a straight-line basis over the service period of the award, which is generally 4 years for options and restricted stock units and 3 years for market based performance stock units. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company's foreign subsidiaries is the local currency in which the subsidiary operates. For foreign operations where the local currency is considered to be the functional currency, the Company translates assets and liabilities into U.S. dollars at the exchange rate on the balance sheet date. The Company translates income and expense items at average rates of exchange prevailing during each period. The Company accumulates translation adjustments in accumulated other comprehensive loss, a component of stockholders’ equity. Transaction gains or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other expense in the statements of operations as incurred. |
Derivative Financial Instruments | Derivative Financial Instruments The Company is exposed to market risks, including changes in foreign currency and interest rates. The Company periodically enters into certain derivative financial instruments to hedge the underlying economic exposure. |
Contingencies | Contingencies The Company is subject to various legal proceedings that arise in the ordinary course of business, including patent infringement and product liability matters. The Company records accruals for contingencies when it is probable the liability has been incurred and the amount can be reasonably estimated. Legal fees are expensed as incurred. Insurance recoveries related to potential claims are recognized up to the amount of the recorded liability when coverage is confirmed and the estimated recoveries are probable of payment. These recoveries are not netted against the related liabilities for financial statement presentation. |
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 new accounting pronouncements issued that are expected to have a material impact on our consolidated financial statements. |
Revenue from Contract with Customer | 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. 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, net of any variable consideration as described below. 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. The Company enters into agreements to place placement and evaluation units (“units”) at customer sites, but the Company retains title to the units. The duration of these agreements are typically a year and the customer has the right to use the unit at no upfront charge in connection with the customer’s ongoing purchase of disposables. These types of agreements include an embedded operating lease for the right to use the units. In these arrangements, revenue recognized for the sale of the disposables is not allocated between the disposal revenue and lease revenue due to the insignificant value of the units in relation to the total agreement value. Sales, value added, and other taxes collected on behalf of third parties are excluded from revenue. Variable Consideration Reserves: Revenue 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 reserves 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 year ended May 31, 2021, such product returns were not material. Contract Balances with Customers A receivable is generally 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. 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. |
Basis of Presentation, Busine_3
Basis of Presentation, Business Description and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Property, plant and equipment | Refer below for useful lives by category: Estimated useful lives Building and building improvements 4 to 39 years Computer software and equipment 3 to 5 years Machinery and equipment 5 to 8 years Placement and evaluation units 5 years Property, plant and equipment are summarized as follows: (in thousands) May 31, 2021 May 31, 2020 Building and building improvements $ 28,979 $ 27,119 Computer software and equipment 26,302 24,730 Machinery and equipment 14,208 13,602 Placement and evaluation units 9,530 — Construction in progress 3,217 3,050 82,236 68,501 Less accumulated depreciation (45,635) (40,661) 36,601 27,840 Land and land improvements 472 472 $ 37,073 $ 28,312 |
Recent 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. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
May 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of estimated fair value of the assets acquired and liabilities assumed | 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 (in thousands) Final allocation Accounts receivable $ 900 Inventory 732 Prepaid and other current assets 98 Property, plant and equipment 133 Intangible assets: RadiaDyne trademark 400 OARtrac trademark 200 RadiaDyne legacy product technology 1,500 OARtrac product technology 18,900 RadiaDyne customer relationships 4,600 Goodwill 47,982 Total assets acquired $ 75,445 Liabilities assumed Accounts payable $ 352 Accrued expenses 106 Total liabilities assumed $ 458 Net assets acquired $ 74,987 (in thousands) Final allocation Inventory $ 50 Property, plant and equipment 10 Intangible assets: BioSentry trademark 2,500 BioSentry product technology 20,900 Customer relationships 2,600 Goodwill 13,740 Net assets acquired $ 39,800 |
Divestitures (Tables)
Divestitures (Tables) | 12 Months Ended |
May 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations Disclosure | The following table summarizes the financial results of discontinued operations: (in thousands) May 31, 2019 Net sales $ 88,850 Cost of sales (exclusive of amortization) 52,978 Gross profit 35,872 Operating expenses Research and development 1,177 Sales and marketing 4,129 General and administrative 271 Amortization of intangibles 2,716 Total operating expenses 8,293 Operating income 27,579 Gain on divestiture 46,592 Income from discontinued operations before income taxes 74,171 Income tax expense (1,685) Income from discontinued operations $ 72,486 (in thousands) Proceeds received from Divestiture $ 169,242 Working capital adjustment (612) Fluid Management assets: Inventories 11,029 Property, plant and equipment, net 16,624 Intangible assets, net 15,047 Goodwill 75,308 Total Fluid Management assets 118,008 Transaction costs for Divestiture (1) 4,030 Gain on sale of the Fluid Management business before income taxes $ 46,592 (1) Costs include advisory fees, legal fees and professional fees Proceeds from the sale of Fluid Management have been presented in the Consolidated Statements of Cash Flows under investing activities for the fiscal year ended May 31, 2019. Total operating and investing cash flows of discontinued operations for the fiscal year ended May 31, 2019 is comprised of the following, which exclude the effect of income taxes: (in thousands) 2019 Net cash provided by operating activities $ 2,245 Net cash provided by investing activities 982 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
May 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables summarize net product revenue by Global Business Unit and geography for the years ended May 31, 2021, 2020 and 2019: Year ended May 31, 2021 Year ended May 31, 2020 (in thousands) United States International Total United States International Total Net sales Endovascular Therapies $ 121,427 $ 13,652 $ 135,079 $ 98,965 $ 13,741 $ 112,706 Vascular Access 81,088 20,222 101,310 76,768 17,531 94,299 Oncology 34,528 20,093 54,621 32,247 24,905 57,152 Total $ 237,043 $ 53,967 $ 291,010 $ 207,980 $ 56,177 $ 264,157 Year ended May 31, 2019 (in thousands) United States International Total Net sales Endovascular Therapies $ 106,767 $ 13,134 $ 119,901 Vascular Access 79,611 15,119 94,730 Oncology 30,579 25,424 56,003 Total $ 216,957 $ 53,677 $ 270,634 |
Contract with Customer, Asset and Liability | The following table presents changes in the Company’s receivables, contract assets and contract liabilities with customers: (in thousands) May 31, 2021 May 31, 2020 Receivables $ 35,405 $ 31,263 Contract assets $ — $ — Contract liabilities $ 426 $ 545 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments Fair Value of Financial Instruments (Tables) | 12 Months Ended |
May 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value of assets and liabilities measured on 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: (in thousands) Level 1 Level 2 Level 3 Fair Value at May 31, 2021 Financial Liabilities Contingent consideration for acquisition earn outs $ — $ — $ 15,741 $ 15,741 Total Financial Liabilities $ — $ — $ 15,741 $ 15,741 Fair Value Measurements using inputs considered as: (in thousands) Level 1 Level 2 Level 3 Fair Value at May 31, 2020 Financial Liabilities Contingent consideration for acquisition earn outs $ — $ — $ 15,647 $ 15,647 Total Financial Liabilities $ — $ — $ 15,647 $ 15,647 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The table below presents the changes in fair value components of Level 3 instruments for the year ended May 31, 2021: Financial Liabilities (in thousands) Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance at May 31, 2020 $ 15,647 Change in present value of contingent consideration (1) 89 Currency (gain) loss from remeasurement 5 Balance at May 31, 2021 $ 15,741 (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. The table below presents the changes in fair value components of Level 3 instruments for the year ended May 31, 2020: Financial Liabilities (in thousands) Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance at May 31, 2019 $ 13,486 Contingent consideration liabilities recorded as a result of the acquisitions (Note 2) 14,900 Change in fair value of contingent consideration (1) (11,531) Contingent consideration payments (1,208) Balance at May 31, 2020 $ 15,647 |
Fair Value, Liabilities Measured on Recurring Basis | The recurring Level 3 fair value measurements of the contingent consideration liabilities include the following significant unobservable inputs as of May 31, 2021: (in thousands) Fair Value Valuation Technique Unobservable Input Range Revenue based payments $ 15,741 Discounted cash flow Discount rate 5% Probability of payment 66% - 100% Projected fiscal year of payment 2024 - 2025 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
May 31, 2021 | |
Inventory Disclosure [Abstract] | |
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) May 31, 2021 May 31, 2020 Raw materials $ 22,925 $ 23,308 Work in process 8,022 8,318 Finished goods 17,667 28,279 Total $ 48,614 $ 59,905 |
Prepaid Expenses and Other (Tab
Prepaid Expenses and Other (Tables) | 12 Months Ended |
May 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses and other | Prepaid expenses and other consisted of the following: (in thousands) May 31, 2021 May 31, 2020 Deposits $ 2,795 $ 689 Employee Retention Tax Credit 1,911 — Software licenses 1,286 1,002 TSA receivable 2 2,911 License fees 166 203 Trade shows 132 296 Rent 268 246 Other prepaid taxes 379 414 Other 1,760 1,549 Total $ 8,699 $ 7,310 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
May 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Refer below for useful lives by category: Estimated useful lives Building and building improvements 4 to 39 years Computer software and equipment 3 to 5 years Machinery and equipment 5 to 8 years Placement and evaluation units 5 years Property, plant and equipment are summarized as follows: (in thousands) May 31, 2021 May 31, 2020 Building and building improvements $ 28,979 $ 27,119 Computer software and equipment 26,302 24,730 Machinery and equipment 14,208 13,602 Placement and evaluation units 9,530 — Construction in progress 3,217 3,050 82,236 68,501 Less accumulated depreciation (45,635) (40,661) 36,601 27,840 Land and land improvements 472 472 $ 37,073 $ 28,312 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
May 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets consisted of the following: May 31, 2021 (in thousands) Gross carrying Accumulated Net carrying Product technologies $ 236,907 $ (97,343) $ 139,564 Customer relationships 60,291 (34,164) 26,127 Trademarks 9,950 (6,905) 3,045 Licenses 6,087 (5,846) 241 $ 313,235 $ (144,258) $ 168,977 May 31, 2020 (in thousands) Gross carrying Accumulated Net carrying 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 |
Expected amortization expense | Expected future amortization expense related to the intangible assets for each of the following fiscal years is as follows: (in thousands) 2022 $ 15,156 2023 15,595 2024 14,111 2025 15,131 2024 16,138 2025 and thereafter 92,846 $ 168,977 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
May 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of income (loss) before income tax provision | The components of loss from continuing operations before income tax benefit are as follows: Year ended May 31, (in thousands) 2021 2020 2019 Loss from continuing operations before tax expense: U.S. $ (31,595) $ (166,984) $ (15,593) Non-U.S. (4,457) (1,151) 891 $ (36,052) $ (168,135) $ (14,702) |
Summary of Income tax (benefit) provision analyzed by category | Income tax benefit is comprised of the following: Year ended May 31, (in thousands) 2021 2020 2019 Current U.S. 100 96 128 Non U.S. 201 124 289 301 220 417 Deferred U.S. (3,375) (1,122) (3,948) Non U.S. (1,430) (446) (25) (4,805) (1,568) (3,973) Income tax benefit $ (4,504) $ (1,348) $ (3,556) |
Summary of deferred tax asset and liabilities | Temporary differences that give rise to deferred tax assets and liabilities are summarized as follows: (in thousands) May 31, 2021 May 31, 2020 Deferred tax assets Net operating loss carryforward $ 31,564 $ 26,697 Stock-based compensation 3,556 2,923 Federal and state R&D tax credit carryforward 6,715 5,412 Inventories 884 1,071 Expenses incurred not currently deductible 3,091 1,927 Accrued liabilities 73 95 Gross deferred tax asset 45,883 38,125 Deferred tax liabilities Depreciation and amortization 48,744 49,023 48,744 49,023 Valuation allowance (17,035) (13,114) Net deferred tax liability $ (19,896) $ (24,012) |
Summary of Income tax rate reconciliation | The Company's consolidated income tax expense has differed from the amount that would be provided by applying the U.S. Federal statutory income tax rate to the Company's income before income taxes for the following reasons: Year ended May 31, (in thousands) 2021 2020 2019 Income tax benefit at federal statutory tax rate of 21.0%, 21.0% and 28.6%, respectively $ (7,571) $ (35,308) $ (3,087) State income taxes, net of Federal tax benefit (462) (40) (177) Impact of Non-U.S. operations (293) (100) 76 Research and development tax credit (1,303) (1,152) (936) Meals and entertainment 116 171 190 Goodwill impairment — 33,301 — Change in valuation allowance 3,921 1,426 175 Effect of elimination of stock compensation APIC pool 526 162 — Other 562 192 203 Income tax benefit $ (4,504) $ (1,348) $ (3,556) |
Summary of unrecognized tax benefits reconciliation | The following table provides a reconciliation of the beginning and ending amount of unrecognized tax benefits: Year ended May 31, (in thousands) 2021 2020 2019 Unrecognized tax benefits balance at June 1 $ 464 $ 464 $ 464 Decrease in gross amounts of tax positions related to prior years due to U.S. tax reform — — — Decrease due to lapse in statute of limitations — — — Unrecognized tax benefits balance at May 31 $ 464 $ 464 $ 464 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
May 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Accrued liabilities consist of the following: (in thousands) May 31, 2021 May 31, 2020 Payroll and related expenses $ 20,408 $ 13,059 Outside services 4,256 2,222 Royalties 2,663 2,392 Accrued severance 548 794 Sales and franchise taxes 631 634 Litigation matters 975 — Indemnification holdback — 5,000 Other 5,978 5,279 Total $ 35,459 $ 29,380 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
May 31, 2021 | |
Equity [Abstract] | |
Schedule summarizes stock option activity | The following table summarizes information about stock option activity for the fiscal year ended May 31, 2021: Shares Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic value (in thousands) Outstanding at beginning of year - June 1, 2020 1,938,753 $ 16.89 Granted 528,809 $ 11.41 Exercised (137,237) $ 16.45 Forfeited (132,895) $ 18.38 Expired (50,470) $ 12.33 Outstanding at end of year - May 31, 2021 2,146,960 $ 15.59 6.24 $ 16,176 Options exercisable at year-end 1,067,686 $ 16.26 3.91 $ 7,324 Options expected to vest in future periods 1,079,274 $ 14.92 8.53 $ 8,852 |
Share based compensation arrangement by share based payment award nonvested shares and weighted average grant date fair value | The following table summarizes information about restricted stock unit activity for the year ended May 31, 2021: Restricted Stock Units Weighted Average Grant-Date Fair Value Non-vested at beginning of year, June 1, 2020 464,921 $ 19.65 Granted 533,708 $ 10.40 Vested (205,202) $ 10.02 Canceled (31,324) $ 17.30 Non-vested at end of year, May 31, 2021 762,103 $ 13.28 The following table summarizes information about performance unit award activity for the year ended May 31, 2021: Performance Unit Awards Weighted Average Grant-Date Fair Value Non-vested at beginning of year, June 1, 2020 273,121 $ 22.07 Granted 232,236 $ 9.72 Vested — $ — Canceled (129,066) $ 21.28 Non-vested at end of year, May 31, 2021 376,291 $ 14.72 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following tables represents the break out of share-based compensation included in the Company's consolidated statement of operations: Year ended May 31, (in thousands) 2021 2020 2019 Cost of sales $ 768 $ 655 $ 461 Research and development 1,152 971 724 Sales and marketing 1,641 1,665 1,952 General and administrative 5,064 4,301 6,112 $ 8,625 $ 7,592 $ 9,249 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
May 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | The following table reconciles basic to diluted weighted average shares outstanding for the years ended May 31, 2021, 2020 and 2019: Year ended May 31, 2021 2020 2019 Basic 38,342,476 37,961,224 37,484,573 Effect of dilutive securities — — — Diluted 38,342,476 37,961,224 37,484,573 Securities excluded as their inclusion would be anti-dilutive 3,285,354 2,581,006 2,200,318 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
May 31, 2021 | |
Leases [Abstract] | |
Supplemental balance sheet information | The following table presents supplemental balance sheet information related to leases: (in thousands) Balance Sheet Location May 31, 2021 May 31, 2020 Assets Operating lease ROU asset Other assets $ 9,382 $ 10,146 Liabilities Current operating lease liabilities Other current liabilities 2,415 2,077 Non-current operating lease liabilities Other long-term liabilities 7,319 8,345 Total lease liabilities $ 9,734 $ 10,422 |
Supplemental cash flow information | The following table presents the weighted average remaining lease term and discount rate: May 31, 2021 May 31, 2020 Weighted average remaining term (in years) 4.12 5.00 Weighted average discount rate 3.8 % 4.2 % As of May 31, 2021 and 2020, the expenses on the Consolidated Statement of Operations were classified as follows: (in thousands) May 31, 2021 May 31, 2020 Cost of sales $ 820 $ 1,138 Research and development 857 583 Sales and marketing 407 397 General and administrative 1,123 1,233 $ 3,207 $ 3,351 The following table presents supplemental cash flow and other information related to leases for the year ended May 31, 2021 and 2020: (in thousands) May 31, 2021 May 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,698 $ 2,372 ROU assets obtained in exchange for lease liabilities Operating leases 1,585 6,918 |
Lease liability schedule | The maturities of the lease liabilities for each of the following fiscal years is: (in thousands) May 31, 2021 2021 $ 2,735 2022 2,787 2023 2,209 2024 1,454 2025 1,148 2026 and thereafter 171 Total lease payments $ 10,504 Less: Imputed Interest 770 Total lease obligations $ 9,734 Less: Current portion of lease obligations 2,415 Long-term lease obligations $ 7,319 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
May 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Other commitments and contingencies | The following table summarizes the Company's other future commitments and contingencies as of May 31, 2021: (in thousands) Total 2022 2023 2024 2025 2026 and thereafter Purchase obligations (1) $ 4,697 $ 4,697 $ — $ — $ — $ — Royalties (2) 47,700 3,800 3,800 3,800 3,800 32,500 $ 52,397 $ 8,497 $ 3,800 $ 3,800 $ 3,800 $ 32,500 (1) The non-cancelable inventory purchase obligations are not reflected on the consolidated balance sheets under accounting principles generally accepted in the United States of America. |
Segments and Geographic Infor_2
Segments and Geographic Information (Tables) | 12 Months Ended |
May 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of total net sales by product category | Total sales by product category are summarized below: Year ended May 31, (in thousands) 2021 2020 2019 Net sales by Product Category Endovascular Therapies $ 135,079 $ 112,706 $ 119,901 Vascular Access 101,310 94,299 94,730 Oncology/Surgery 54,621 57,152 56,003 Total $ 291,010 $ 264,157 $ 270,634 |
Summary of net sales for geographic areas | Total sales for geographic areas are summarized below: Year ended May 31, (in thousands) 2021 2020 2019 Net sales by Geography United States $ 237,043 $ 207,980 $ 216,957 International 53,967 56,177 53,677 Total $ 291,010 $ 264,157 $ 270,634 |
Acquisition, Restructuring an_2
Acquisition, Restructuring and Other Items, net (Tables) | 12 Months Ended |
May 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Acquisition, Restructuring and Other Items, net | Acquisition, restructuring and other items, net consisted of: Year ended May 31, (in thousands) 2021 2020 2019 Legal (1) $ 6,161 $ 2,666 $ 7,802 Mergers and acquisitions (2) 1 782 4,030 Transition service agreement (3) (1,032) (1,799) — Divestiture (4) 393 2,809 — Intangible and other asset impairment (5) 13,953 — 1,704 Restructuring — 26 289 Other 756 1,530 1,302 Total $ 20,232 $ 6,014 $ 15,127 (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. (5) During the fourth quarter of fiscal year 2021, the Company made the decision to abandon the OARtrac product technology and trademark. This resulted in an impairment charge of $14.0 million |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
May 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Changes in each component of accumulated other comprehensive income (loss), net of tax, are as follows for fiscal years 2021 and 2020: (in thousands) Foreign currency translation gain (loss) Balance at May 31, 2019 $ (1,352) Other comprehensive income before reclassifications, net of tax 11 Net other comprehensive income $ 11 Balance at May 31, 2020 $ (1,341) Other comprehensive income (loss) before reclassifications, net of tax 4,494 Net other comprehensive loss $ 4,494 Balance at May 31, 2021 $ 3,153 |
Basis of Presentation, Busine_4
Basis of Presentation, Business Description and Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended |
May 31, 2021segment | |
Business Acquisition [Line Items] | |
Maturity period | less than three months |
Number of reporting units | 1 |
Number of operating segments | 1 |
Employee Stock Option | |
Business Acquisition [Line Items] | |
Period of recognition for costs not yet recognized (years) | 4 years |
Restricted Stock | |
Business Acquisition [Line Items] | |
Period of recognition for costs not yet recognized (years) | 3 years |
Minimum | |
Business Acquisition [Line Items] | |
Accounts receivables period due | 30 days |
Estimated useful life of intangible assets other than goodwill (years) | 2 years |
Maximum | |
Business Acquisition [Line Items] | |
Accounts receivables period due | 90 days |
Estimated useful life of intangible assets other than goodwill (years) | 18 years |
Building and building improvements | Minimum | |
Business Acquisition [Line Items] | |
Useful life (years) | 4 years |
Building and building improvements | Maximum | |
Business Acquisition [Line Items] | |
Useful life (years) | 39 years |
Computer software and equipment | Minimum | |
Business Acquisition [Line Items] | |
Useful life (years) | 3 years |
Computer software and equipment | Maximum | |
Business Acquisition [Line Items] | |
Useful life (years) | 5 years |
Machinery and equipment | Minimum | |
Business Acquisition [Line Items] | |
Useful life (years) | 5 years |
Machinery and equipment | Maximum | |
Business Acquisition [Line Items] | |
Useful life (years) | 8 years |
Placement and evaluation units | |
Business Acquisition [Line Items] | |
Useful life (years) | 5 years |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Dec. 17, 2019 | Oct. 02, 2019 | Sep. 21, 2018 | Aug. 14, 2018 | May 31, 2021 | May 31, 2020 | May 31, 2019 |
Business Acquisition [Line Items] | |||||||
Other long-term liabilities | $ 8,701 | $ 9,029 | |||||
Accrued liabilities | $ 35,459 | 29,380 | |||||
C3 Wave Tip Location Asset | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate purchase price | $ 10,000 | ||||||
Contingent consideration for acquisition earn outs | 5,000 | ||||||
Inventory | $ 600 | ||||||
Estimated useful life of intangible assets other than goodwill (years) | 15 years | ||||||
Trademarks | C3 Wave Tip Location Asset | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangibles | $ 900 | ||||||
Product technology | C3 Wave Tip Location Asset | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangibles | $ 8,500 | ||||||
Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful life of intangible assets other than goodwill (years) | 2 years | ||||||
Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful life of intangible assets other than goodwill (years) | 18 years | ||||||
Eximo Medical, Ltd. | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate purchase price | $ 60,700 | ||||||
Payments to acquire business | 45,800 | ||||||
Revenue based payments | 14,900 | ||||||
Acquisition related costs | 600 | ||||||
Inventory | 150 | ||||||
Eximo Medical, Ltd. | Product technology | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 60,300 | ||||||
Useful life | 15 years | ||||||
RadiaDyne | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate purchase price | $ 75,000 | ||||||
Payments to acquire business | 47,900 | ||||||
Revenue based payments | 22,300 | ||||||
Acquisition related costs | $ 1,600 | ||||||
Inventory | 732 | ||||||
Other long-term liabilities | 4,600 | ||||||
Accrued liabilities | $ 200 | ||||||
RadiaDyne | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful life of intangible assets other than goodwill (years) | 15 years | ||||||
Intangible assets | 4,600 | ||||||
RadiaDyne | Minimum | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 5 years | ||||||
RadiaDyne | Minimum | Product technology | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 7 years | ||||||
RadiaDyne | Maximum | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 7 years | ||||||
RadiaDyne | Maximum | Product technology | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 10 years | ||||||
RadiaDyne | Revenue milestones | |||||||
Business Acquisition [Line Items] | |||||||
Revenue based payments | $ 16,500 | ||||||
RadiaDyne | Technical Milestones | |||||||
Business Acquisition [Line Items] | |||||||
Revenue based payments | $ 5,800 | ||||||
BioSentry | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate purchase price | $ 39,800 | ||||||
Payments to acquire business | 37,000 | ||||||
Revenue based payments | $ 2,800 | ||||||
Acquisition related costs | 1,000 | ||||||
Inventory | 50 | ||||||
BioSentry | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 2,500 | ||||||
BioSentry | Product technology | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 20,900 | ||||||
BioSentry | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful life of intangible assets other than goodwill (years) | 10 years | ||||||
Intangible assets | $ 2,600 | ||||||
BioSentry | Trademarks And Product Technologies | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 15 years |
Acquisitions - Aggregate Purcha
Acquisitions - Aggregate Purchase Price (Details) - USD ($) $ in Thousands | May 31, 2021 | May 31, 2020 | Oct. 02, 2019 |
Assets acquired | |||
Goodwill | $ 201,316 | $ 200,515 | |
Eximo Medical, Ltd. | |||
Assets acquired | |||
Accounts receivable | $ 50 | ||
Inventory | 150 | ||
Prepaid expenses 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 | |||
Intangible assets | $ 60,300 | ||
RadiaDyne | |||
Assets acquired | |||
Accounts receivable | 900 | ||
Inventory | 732 | ||
Prepaid expenses and other current assets | 98 | ||
Property, plant and equipment | 133 | ||
Goodwill | 47,982 | ||
Total assets acquired | 75,445 | ||
Liabilities assumed | |||
Accounts payable | 352 | ||
Accrued expenses | 106 | ||
Total liabilities assumed | 458 | ||
Net assets acquired | 74,987 | ||
RadiaDyne | RadiaDyne trademark | |||
Assets acquired | |||
Intangible assets | 400 | ||
RadiaDyne | OarTrac trademark | |||
Assets acquired | |||
Intangible assets | 200 | ||
RadiaDyne | RadiaDyne legacy product technology | |||
Assets acquired | |||
Intangible assets | 1,500 | ||
RadiaDyne | OarTrac product technology | |||
Assets acquired | |||
Intangible assets | 18,900 | ||
RadiaDyne | Customer relationships | |||
Assets acquired | |||
Intangible assets | 4,600 | ||
BioSentry | |||
Assets acquired | |||
Inventory | 50 | ||
Property, plant and equipment | 10 | ||
Goodwill | 13,740 | ||
Liabilities assumed | |||
Net assets acquired | 39,800 | ||
BioSentry | Trademarks | |||
Assets acquired | |||
Intangible assets | 2,500 | ||
BioSentry | Product technology | |||
Assets acquired | |||
Intangible assets | 20,900 | ||
BioSentry | Customer relationships | |||
Assets acquired | |||
Intangible assets | $ 2,600 |
Divestitures (Details)
Divestitures (Details) - NAMIC Fluid Management Business - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
May 31, 2020 | May 31, 2020 | May 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Consideration received | $ 169,200 | $ 169,200 | |
Gain on divestiture | 46,600 | 46,592 | $ 46,592 |
Working capital adjustments | $ 600 | 612 | |
Intraperiod tax allocation income tax expense | 1,600 | ||
Tax effect of gain on divestiture | $ 600 |
Divestitures - Tables (Details)
Divestitures - Tables (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
May 31, 2020 | May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Income Statement [Abstract] | ||||
Income from discontinued operations | $ 0 | $ 0 | $ 72,486 | |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax [Abstract] | ||||
Proceeds received from Divestiture | 0 | 0 | 169,242 | |
Transaction costs for Divestiture | $ 0 | 0 | (4,030) | |
NAMIC Fluid Management Business | Discontinued Operations, Disposed of by Sale | ||||
Income Statement [Abstract] | ||||
Net sales | 88,850 | |||
Cost of sales (exclusive of amortization) | 52,978 | |||
Gross profit | 35,872 | |||
Research and development | 1,177 | |||
Sales and marketing | 4,129 | |||
General and administrative | 271 | |||
Amortization of intangibles | 2,716 | |||
Total operating expenses | 8,293 | |||
Operating income | 27,579 | |||
Gain on divestiture | $ 46,600 | 46,592 | 46,592 | |
Income from discontinued operations before income taxes | 74,171 | |||
Income tax expense | (1,685) | |||
Income from discontinued operations | 72,486 | |||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax [Abstract] | ||||
Proceeds received from Divestiture | 169,242 | |||
Working capital adjustment | (600) | (612) | ||
Inventories | 11,029 | 11,029 | ||
Property, plant and equipment, net | 16,624 | 16,624 | ||
Disposal Group, Including Discontinued Operation, Intangible Assets | 15,047 | 15,047 | ||
Goodwill | 75,308 | 75,308 | ||
Total Fluid Management assets | 118,008 | 118,008 | ||
Transaction costs for Divestiture | 4,030 | |||
Gain on sale of the Fluid Management business before income taxes | $ 46,600 | $ 46,592 | $ 46,592 |
Divestitures - Cash Flows (Deta
Divestitures - Cash Flows (Details) - NAMIC Fluid Management Business - Discontinued Operations, Disposed of by Sale $ in Thousands | 12 Months Ended |
May 31, 2019USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Net cash provided by operating activities | $ 2,245 |
Net cash provided by investing activities | $ 982 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 291,010 | $ 264,157 | $ 270,634 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 237,043 | 207,980 | 216,957 |
International | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 53,967 | 56,177 | 53,677 |
Endovascular Therapies | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 135,079 | 112,706 | 119,901 |
Endovascular Therapies | United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 121,427 | 98,965 | 106,767 |
Endovascular Therapies | International | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 13,652 | 13,741 | 13,134 |
Vascular Access | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 101,310 | 94,299 | 94,730 |
Vascular Access | United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 81,088 | 76,768 | 79,611 |
Vascular Access | International | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 20,222 | 17,531 | 15,119 |
Oncology | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 54,621 | 57,152 | 56,003 |
Oncology | United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 34,528 | 32,247 | 30,579 |
Oncology | International | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 20,093 | $ 24,905 | $ 25,424 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details) - USD ($) $ in Millions | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Revenue from External Customer [Line Items] | ||
Right of return period (days) | 30 days | |
Restocking charge (percent) | 20.00% | |
Restocking charge period (months) | 12 months | |
Revenue recognized from contract liabilities | $ 1.2 | $ 2.2 |
Additions to contract liabilities | $ 1 | $ 2.1 |
Minimum | ||
Revenue from External Customer [Line Items] | ||
Performance obligation payment term (days) | 30 days | |
Maximum | ||
Revenue from External Customer [Line Items] | ||
Performance obligation payment term (days) | 90 days |
Revenue from Contracts with C_5
Revenue from Contracts with Customers Revenue from Contracts with Customers - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | May 31, 2021 | May 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Receivables | $ 35,405 | $ 31,263 |
Contract assets | 0 | 0 |
Contract liabilities | $ 426 | $ 545 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments Fair Value of Financial Instruments (Details) - Recurring - USD ($) $ in Thousands | May 31, 2021 | May 31, 2020 |
Financial Liabilities | ||
Contingent consideration for acquisition earn outs | $ 15,741 | $ 15,647 |
Total Financial Liabilities | 15,741 | 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 | 15,741 | 15,647 |
Total Financial Liabilities | $ 15,741 | $ 15,647 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments Fair Value of Financial Instruments (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
May 31, 2021 | May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 15,647 | $ 13,486 | ||
Change in present value of contingent consideration (1) | 89 | 14,900 | ||
Currency (gain) loss from remeasurement | 5 | |||
Change in fair value of contingent consideration | 89 | (11,531) | $ (6,776) | |
Contingent consideration payments | (1,208) | |||
Ending balance | $ 15,741 | $ 15,741 | $ 15,647 | $ 13,486 |
Lower Projected Sales Volume Over The Contractual Earn Out Period | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Gain from reduction in fair value of contingent liability | 9,200 | |||
Technical Milestones | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Gain from reduction in fair value of contingent liability | $ 2,700 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments Fair Value of Financial Instruments (Details 3) | Dec. 31, 2020USD ($) | May 31, 2020USD ($) | May 31, 2021USD ($) | May 31, 2021USD ($) | May 31, 2020USD ($) | May 31, 2019USD ($) | Sep. 21, 2018USD ($) |
Summary showing the recurring fair value measurements of the contingent consideration liability | |||||||
Goodwill impairment | $ 0 | $ 158,600,000 | $ 0 | $ 158,578,000 | $ 0 | ||
RadiaDyne | |||||||
Summary showing the recurring fair value measurements of the contingent consideration liability | |||||||
Revenue based payments | $ 22,300,000 | ||||||
RadiaDyne | OarTrac trademark | |||||||
Summary showing the recurring fair value measurements of the contingent consideration liability | |||||||
Impairment charge | $ 14,000,000 | ||||||
Recurring | |||||||
Summary showing the recurring fair value measurements of the contingent consideration liability | |||||||
Revenue based payments | 15,647,000 | 15,741,000 | 15,741,000 | 15,647,000 | |||
Total financial liabilities | 15,647,000 | 15,741,000 | 15,741,000 | 15,647,000 | |||
Minimum | |||||||
Summary showing the recurring fair value measurements of the contingent consideration liability | |||||||
Potential amount of undiscounted future contingent consideration | 20,000,000 | 20,000,000 | |||||
Level 3 | Recurring | |||||||
Summary showing the recurring fair value measurements of the contingent consideration liability | |||||||
Revenue based payments | 15,647,000 | 15,741,000 | 15,741,000 | 15,647,000 | |||
Total financial liabilities | $ 15,647,000 | 15,741,000 | 15,741,000 | $ 15,647,000 | |||
Revenue based payments | RadiaDyne | |||||||
Summary showing the recurring fair value measurements of the contingent consideration liability | |||||||
Revenue based payments | 16,500,000 | ||||||
Revenue based payments | Valuation Technique, Discounted Cash Flow | Level 3 | Recurring | |||||||
Summary showing the recurring fair value measurements of the contingent consideration liability | |||||||
Revenue based payments | $ 15,741,000 | $ 15,741,000 | |||||
Revenue based payments | Valuation Technique, Discounted Cash Flow | Level 3 | Recurring | Discount Rate | |||||||
Summary showing the recurring fair value measurements of the contingent consideration liability | |||||||
Discount rate used in fair value calculation | 5 | 5 | |||||
Revenue based payments | Valuation Technique, Discounted Cash Flow | Level 3 | Minimum | Recurring | Measurement Input, Probability of Payment | |||||||
Summary showing the recurring fair value measurements of the contingent consideration liability | |||||||
Discount rate used in fair value calculation | 0.66 | 0.66 | |||||
Revenue based payments | Valuation Technique, Discounted Cash Flow | Level 3 | Maximum | Recurring | Measurement Input, Probability of Payment | |||||||
Summary showing the recurring fair value measurements of the contingent consideration liability | |||||||
Discount rate used in fair value calculation | 1 | 1 | |||||
Technical Milestones | RadiaDyne | |||||||
Summary showing the recurring fair value measurements of the contingent consideration liability | |||||||
Revenue based payments | $ 5,800,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | May 31, 2021 | May 31, 2020 |
Inventories | ||
Raw materials | $ 22,925 | $ 23,308 |
Work in process | 8,022 | 8,318 |
Finished goods | 17,667 | 28,279 |
Total | 48,614 | 59,905 |
Inventory valuation reserve | $ 3,800 | $ 4,700 |
Prepaid Expenses and Other (Det
Prepaid Expenses and Other (Details) - USD ($) $ in Thousands | May 31, 2021 | May 31, 2020 |
Prepaid expenses and other | ||
Deposits | $ 2,795 | $ 689 |
Employee Retention Tax Credit | 1,911 | 0 |
Software licenses | 1,286 | 1,002 |
TSA receivable | 2 | 2,911 |
License fees | 166 | 203 |
Trade shows | 132 | 296 |
Rent | 268 | 246 |
Other prepaid taxes | 379 | 414 |
Other | 1,760 | 1,549 |
Total | $ 8,699 | $ 7,310 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Property, plant and equipment | |||
Property, plant and equipment | $ 82,236 | $ 68,501 | |
Less accumulated depreciation | (45,635) | (40,661) | |
Property, plant and equipment excluding land and land improvements | 36,601 | 27,840 | |
Land and land improvements | 472 | 472 | |
Property, plant and equipment, Net | 37,073 | 28,312 | |
Depreciation expense | 5,700 | 3,300 | $ 3,100 |
Building and building improvements | |||
Property, plant and equipment | |||
Property, plant and equipment | 28,979 | 27,119 | |
Computer software and equipment | |||
Property, plant and equipment | |||
Property, plant and equipment | 26,302 | 24,730 | |
Machinery and equipment | |||
Property, plant and equipment | |||
Property, plant and equipment | 14,208 | 13,602 | |
Placement and evaluation units | |||
Property, plant and equipment | |||
Property, plant and equipment | 9,530 | 0 | |
Construction in progress | |||
Property, plant and equipment | |||
Property, plant and equipment | $ 3,217 | $ 3,050 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details Textual) | Dec. 31, 2020USD ($) | May 31, 2020USD ($) | May 31, 2021USD ($) | May 31, 2021USD ($)segment | May 31, 2020USD ($) | May 31, 2019USD ($) |
Goodwill and Intangible Assets (Textual) [Abstract] | ||||||
Number of reporting units | segment | 1 | |||||
Number of operating segments | segment | 1 | |||||
Goodwill impairment | $ 0 | $ 158,600,000 | $ 0 | $ 158,578,000 | $ 0 | |
Amortization expense | $ 18,136,000 | $ 18,121,000 | $ 17,056,000 | |||
RadiaDyne | OarTrac trademark | ||||||
Goodwill and Intangible Assets (Textual) [Abstract] | ||||||
Impairment charge | $ 14,000,000 | |||||
Minimum | ||||||
Goodwill and Intangible Assets (Textual) [Abstract] | ||||||
Estimated useful life of intangible assets other than goodwill (years) | 2 years | |||||
Maximum | ||||||
Goodwill and Intangible Assets (Textual) [Abstract] | ||||||
Estimated useful life of intangible assets other than goodwill (years) | 18 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details 1) - USD ($) $ in Thousands | May 31, 2021 | May 31, 2020 |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying value, finite-lived intangible assets | $ 313,235 | $ 327,966 |
Accumulated amortization | (144,258) | (130,830) |
Net carrying value, finite-lived intangible assets | 168,977 | 197,136 |
Product technologies | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying value, finite-lived intangible assets | 236,907 | 251,569 |
Accumulated amortization | (97,343) | (88,547) |
Net carrying value, finite-lived intangible assets | 139,564 | 163,022 |
Customer relationships | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying value, finite-lived intangible assets | 60,291 | 60,160 |
Accumulated amortization | (34,164) | (30,018) |
Net carrying value, finite-lived intangible assets | 26,127 | 30,142 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying value, finite-lived intangible assets | 9,950 | 10,150 |
Accumulated amortization | (6,905) | (6,691) |
Net carrying value, finite-lived intangible assets | 3,045 | 3,459 |
Licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying value, finite-lived intangible assets | 6,087 | 6,087 |
Accumulated amortization | (5,846) | (5,574) |
Net carrying value, finite-lived intangible assets | $ 241 | $ 513 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details 2) - USD ($) $ in Thousands | May 31, 2021 | May 31, 2020 |
Expected amortization expense | ||
2020 | $ 15,156 | |
2021 | 15,595 | |
2022 | 14,111 | |
2023 | 15,131 | |
2024 | 16,138 | |
2025 and thereafter | 92,846 | |
Net carrying value, finite-lived intangible assets | $ 168,977 | $ 197,136 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Loss from continuing operations before tax expense: | |||
U.S. | $ (31,595) | $ (166,984) | $ (15,593) |
Non-U.S. | (4,457) | (1,151) | 891 |
Income (loss) before tax expense | $ (36,052) | $ (168,135) | $ (14,702) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Current | |||
U.S. | $ 100 | $ 96 | $ 128 |
Non U.S. | 201 | 124 | 289 |
Current | 301 | 220 | 417 |
Deferred | |||
U.S. | (3,375) | (1,122) | (3,948) |
Non U.S. | (1,430) | (446) | (25) |
Deferred | (4,805) | (1,568) | (3,973) |
Income tax benefit | $ (4,504) | $ (1,348) | $ (3,556) |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | May 31, 2021 | May 31, 2020 |
Deferred tax assets | ||
Net operating loss carryforward | $ 31,564 | $ 26,697 |
Stock-based compensation | 3,556 | 2,923 |
Federal and state R&D tax credit carryforward | 6,715 | 5,412 |
Inventories | 884 | 1,071 |
Expenses incurred not currently deductible | 3,091 | 1,927 |
Deferred revenue | 73 | 95 |
Gross deferred tax asset | 45,883 | 38,125 |
Deferred tax liabilities | ||
Excess tax over book depreciation and amortization | 48,744 | 49,023 |
Gross deferred tax liability | 48,744 | 49,023 |
Valuation Allowance | (17,035) | (13,114) |
Net deferred tax liability | $ (19,896) | $ (24,012) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | Dec. 31, 2020 | May 31, 2020 | May 31, 2021 | May 31, 2020 | May 31, 2019 |
Income Taxes (Textual) [Abstract] | |||||
Goodwill impairment | $ 0 | $ 158,600,000 | $ 0 | $ 158,578,000 | $ 0 |
Additional unrecognized tax benefit | 500,000 | ||||
Accrued interest and penalties | 0 | ||||
Eximo Medical, Ltd. | |||||
Income Taxes (Textual) [Abstract] | |||||
Deferred tax liability, purchase accounting adjustment | 11,000,000 | ||||
Federal | |||||
Income Taxes (Textual) [Abstract] | |||||
Net operating loss carryforwards after considering limitations of use | 134,600,000 | ||||
Tax Year 2022 and 2023 | Federal | |||||
Income Taxes (Textual) [Abstract] | |||||
Federal and State net operating loss carryforwards | 8,600,000 | ||||
Tax Year 2028 and 2037 | Federal | |||||
Income Taxes (Textual) [Abstract] | |||||
Net operating loss carryforwards after considering limitations of use | 79,400,000 | ||||
Indefinite | Federal | |||||
Income Taxes (Textual) [Abstract] | |||||
Net operating loss carryforwards after considering limitations of use | 46,600,000 | ||||
Indefinite | Israel | |||||
Income Taxes (Textual) [Abstract] | |||||
Federal and State net operating loss carryforwards | 13,500,000 | ||||
Tax Year 2020 To 2040 | State | |||||
Income Taxes (Textual) [Abstract] | |||||
Federal and State net operating loss carryforwards | $ 20,000,000 |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Reasons for consolidated income tax provision | |||
Income tax benefit at federal statutory tax rate of 21.0%, 21.0% and 28.6%, respectively | $ (7,571) | $ (35,308) | $ (3,087) |
State income taxes, net of Federal tax benefit | (462) | (40) | (177) |
Impact of Non-U.S. operations | (293) | (100) | 76 |
Research and development tax credit | (1,303) | (1,152) | (936) |
Meals and entertainment | 116 | 171 | 190 |
Goodwill impairment | 0 | 33,301 | 0 |
Change in valuation allowance | 3,921 | 1,426 | 175 |
Effect of elimination of stock compensation APIC pool | 526 | 162 | 0 |
Other | 562 | 192 | 203 |
Income tax benefit | $ (4,504) | $ (1,348) | $ (3,556) |
Income Taxes Income Taxes (Deta
Income Taxes Income Taxes (Details 5) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning balance | $ 464 | $ 464 | $ 464 |
Decrease in gross amounts of tax positions related to prior years due to U.S. tax reform | 0 | 0 | 0 |
Decrease due to lapse in statute of limitations | 0 | 0 | 0 |
Unrecognized tax benefits, ending balance | $ 464 | $ 464 | $ 464 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | May 31, 2021 | May 31, 2020 |
Accrued liabilities | ||
Payroll and related expenses | $ 20,408 | $ 13,059 |
Outside services | 4,256 | 2,222 |
Royalties | 2,663 | 2,392 |
Accrued severance | 548 | 794 |
Sales and franchise taxes | 631 | 634 |
Litigation matters | 975 | 0 |
Indemnification holdback | 0 | 5,000 |
Other | 5,978 | 5,279 |
Total | $ 35,459 | $ 29,380 |
Long Term Debt - Narrative (Det
Long Term Debt - Narrative (Details) - Line of Credit | Jun. 03, 2019USD ($) | May 31, 2021covenant |
Debt Instrument [Line Items] | ||
Debt default interest rate increase (percentage) | 2.00% | |
Debt instrument, maximum leverage ratio of total indebtedness to adjusted EBITDA | 3 | |
Debt instrument, maximum leverage ratio of total indebtedness to adjusted EBITDA, following 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] | ||
Credit facility borrowing capacity | $ 125,000,000 | |
Possible increase in borrowing capacity | $ 75,000,000 | |
Number of financial covenants | covenant | 2 | |
Interest rate at period end (percentage) | 1.36% | |
Debt instrument, term (years) | 5 years | |
Revolving Credit Facility | Minimum | Base Rate | ||
Debt Instrument [Line Items] | ||
Stated interest rate (percent) | 0.25% | |
Revolving Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Stated interest rate (percent) | 1.25% | |
Revolving Credit Facility | Maximum | Base Rate | ||
Debt Instrument [Line Items] | ||
Stated interest rate (percent) | 0.75% | |
Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Stated interest rate (percent) | 1.75% |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Retirement Plans (Textual) [Abstract] | |||
Matching contributions | $ 3.8 | $ 3.2 | $ 3.6 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) | Oct. 29, 2014$ / sharesshares | May 31, 2021USD ($)Employeesworking_hour$ / sharesshares | May 31, 2020USD ($)$ / sharesshares | May 31, 2019USD ($)$ / sharesshares | May 31, 2017shares | Oct. 13, 2020shares |
Other Ownership Interests [Line Items] | ||||||
Authorized capital stock (shares) | 80,000,000 | |||||
Shares of common stock (shares) | 75,000,000 | 75,000,000 | 75,000,000 | |||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, shares authorized (shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||
Preferred stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock, votes per share | 1 | |||||
Option grants in the period, weighted average grant date fair value (usd per share) | $ / shares | $ 3.97 | $ 5.46 | $ 6.53 | |||
Risk free interest rate | 0.34% | 1.63% | 2.78% | |||
Expected volatility rate | 39.00% | 31.00% | 31.00% | |||
Expected term | 4 years 11 months 15 days | 4 years 10 months 28 days | 4 years 9 months 14 days | |||
The total intrinsic value of options exercised | $ | $ 800,000 | $ 500,000 | $ 1,400,000 | |||
Compensation not yet recognized | $ | 3,900,000 | |||||
Proceeds from stock options exercised | $ | 1,900,000 | 600,000 | 1,500,000 | |||
Tax benefit | $ | $ 2,000,000 | $ 1,700,000 | $ 2,100,000 | |||
Grants in the period, weighted average grant date fair value (usd per share) | $ / shares | $ 20.35 | $ 20.87 | ||||
Average price of share issued | $ / shares | $ 7.95 | $ 12.11 | $ 16.08 | |||
Employee Stock Option | ||||||
Other Ownership Interests [Line Items] | ||||||
Percentage of grants to employees vesting | 25.00% | |||||
Option grants to employees vesting period | 4 years | |||||
Period of recognition for costs not yet recognized (years) | 4 years | |||||
Tax benefit | $ | $ 0 | $ 0 | $ 0 | |||
Restricted Stock Units | ||||||
Other Ownership Interests [Line Items] | ||||||
Vesting period | 1 year | |||||
Grants in the period, weighted average grant date fair value (usd per share) | $ / shares | $ 10.40 | |||||
Employee service, compensation cost not yet recognized | $ | $ 6,500,000 | |||||
Nonvested compensation, weighted average grant date fair value (usd per share) | $ / shares | $ 13.28 | $ 19.65 | ||||
Nonvested compensation (shares) | 762,103 | 464,921 | ||||
Performance Share and Restricted Stock Unit Awards | ||||||
Other Ownership Interests [Line Items] | ||||||
Total fair value of restricted stock awards vesting | $ | $ 2,100,000 | $ 3,900,000 | $ 4,600,000 | |||
Performance Shares | ||||||
Other Ownership Interests [Line Items] | ||||||
Compensation not yet recognized | $ | $ 2,100,000 | |||||
Nonvested compensation, weighted average grant date fair value (usd per share) | $ / shares | $ 9.72 | $ 14.06 | $ 28.62 | |||
Performance period | 3 years | |||||
2004 Stock and Incentive Award Plan | ||||||
Other Ownership Interests [Line Items] | ||||||
Total number of common stock available to be issued (shares) | 2,300,000 | |||||
Stock Purchase Plan | ||||||
Other Ownership Interests [Line Items] | ||||||
Total number of common stock available to be issued (shares) | 2,400,000 | |||||
Maximum number of shares to be offered | 4,000,000 | |||||
Share purchase periods | Employees | 2 | |||||
Duration of purchase of shares | 6 months | |||||
Employee eligible in participating in offering period | 6 months | |||||
Number of working hours to be eligible (working hour) | working_hour | 20 | |||||
Number of working months to be eligible | 5 months | |||||
Employees ownership threshold | 5.00% | |||||
Percentage of fair market value of a share of common stock on the first day of the offering period | 85.00% | |||||
Percentage of fair market value of a share of common stock on the last day of the offering period | 85.00% | |||||
Number of additional shares reserved for issuance (shares) | 500,000 | 1,000,000 | 500,000 | |||
Maximum number of shares to be offered under the Stock Purchase Plan | 164,194 | 100,567 | 72,863 | |||
Stock And Incentive Award Plan 2020 | ||||||
Other Ownership Interests [Line Items] | ||||||
Total number of common stock reserved for issuance (shares) | 2,400,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
May 31, 2021USD ($)$ / sharesshares | |
Schedule summarizes stock option activity | |
Shares Outstanding at beginning of year (shares) | shares | 1,938,753 |
Shares Granted (shares) | shares | 528,809 |
Shares Exercised (shares) | shares | (137,237) |
Shares Forfeited (shares) | shares | (132,895) |
Shares Expired (shares) | shares | (50,470) |
Shares Outstanding at end of year (shares) | shares | 2,146,960 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted average exercise price, Outstanding at beginning of year (usd per share) | $ / shares | $ 16.89 |
Weighted average exercise price Granted (usd per share) | $ / shares | 11.41 |
Weighted average exercise price Exercised (usd per share) | $ / shares | 16.45 |
Weighted average exercise price Forfeited (usd per share) | $ / shares | 18.38 |
Weighted average exercise price Expired (usd per share) | $ / shares | 12.33 |
Weighted average exercise price, Outstanding at end of year (usd per share) | $ / shares | $ 15.59 |
Shares Options exercisable at year-end (shares) | shares | 1,067,686 |
Shares Options expected to vest in future periods (shares) | shares | 1,079,274 |
Weighted average exercise price, Options exercisable at year end (usd per share) | $ / shares | $ 16.26 |
Weighted average exercise price, Options expected to vest in future periods (usd per share) | $ / shares | $ 14.92 |
Weighted average remaining contractual life | 6 years 2 months 26 days |
Weighted average remaining contractual life, Option exercisable at year end | 3 years 10 months 28 days |
Weighted average remaining contractual life, Option expected to vest in future periods | 8 years 6 months 10 days |
Aggregate intrinsic value, Outstanding at end of year | $ | $ 16,176 |
Aggregate intrinsic value, Options exercisable at year end | $ | 7,324 |
Aggregate intrinsic value, Option expected to vest in future periods | $ | $ 8,852 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - $ / shares | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Weighted Average Grant-Date Fair Value | |||
Weighted Average Grant-Date Fair Value, Granted (usd per share) | $ 20.35 | $ 20.87 | |
Restricted Stock Units | |||
Shares | |||
Non-Vested Stock Award Units Beginning Balance (shares) | 464,921 | ||
Non-Vested Stock Award Units, Granted (shares) | 533,708 | ||
Non-Vested Stock Award Units, Vested (shares) | (205,202) | ||
Non-Vested Stock Award Units, Cancelled (shares) | (31,324) | ||
Non-Vested Stock Award Units Ending Balance (shares) | 762,103 | 464,921 | |
Weighted Average Grant-Date Fair Value | |||
Weighted Average Grant-Date Fair Value Beginning Balance (usd per share) | $ 19.65 | ||
Weighted Average Grant-Date Fair Value, Granted (usd per share) | 10.40 | ||
Weighted Average Grant-Date Fair Value, Vested (usd per share) | 10.02 | ||
Weighted Average Grant-Date Fair Value, Cancelled (usd per share) | 17.30 | ||
Weighted Average Grant-Date Fair Value Ending Balance (usd per share) | $ 13.28 | $ 19.65 | |
Performance Shares | |||
Shares | |||
Non-Vested Stock Award Units Beginning Balance (shares) | 273,121 | ||
Non-Vested Stock Award Units, Granted (shares) | 232,236 | ||
Non-Vested Stock Award Units, Vested (shares) | 0 | ||
Non-Vested Stock Award Units, Cancelled (shares) | (129,066) | ||
Non-Vested Stock Award Units Ending Balance (shares) | 376,291 | 273,121 | |
Weighted Average Grant-Date Fair Value | |||
Weighted Average Grant-Date Fair Value Beginning Balance (usd per share) | $ 22.07 | ||
Weighted Average Grant-Date Fair Value, Granted (usd per share) | 9.72 | ||
Weighted Average Grant-Date Fair Value, Vested (usd per share) | 0 | ||
Weighted Average Grant-Date Fair Value, Cancelled (usd per share) | 21.28 | ||
Weighted Average Grant-Date Fair Value Ending Balance (usd per share) | $ 14.72 | $ 22.07 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock based compensation pre tax amount | $ 8,625 | $ 7,592 | $ 9,249 |
Cost of sales | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock based compensation pre tax amount | 768 | 655 | 461 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock based compensation pre tax amount | 1,152 | 971 | 724 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock based compensation pre tax amount | 1,641 | 1,665 | 1,952 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock based compensation pre tax amount | $ 5,064 | $ 4,301 | $ 6,112 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Earnings Per Share [Abstract] | |||
Basic | 38,342,476 | 37,961,224 | 37,484,573 |
Effect of dilutive securities | 0 | 0 | 0 |
Diluted | 38,342,476 | 37,961,224 | 37,484,573 |
Securities excluded as their inclusion would be anti-dilutive | 3,285,354 | 2,581,006 | 2,200,318 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
May 31, 2021 | May 31, 2020 | May 31, 2019 | Jun. 01, 2019 | |
Lessee, Lease, Description [Line Items] | ||||
Accounting standards update, extensible list | Accounting Standards Update 2016-02 | |||
Total lease liabilities | $ 9,734 | $ 10,422 | ||
Operating lease ROU asset | 9,382 | 10,146 | ||
Non-cash lease expense | $ 3,207 | $ 3,351 | ||
Rent expense | $ 2,500 | |||
Accounting Standards Update 2016-02 | ||||
Lessee, Lease, Description [Line Items] | ||||
Total lease liabilities | $ 5,600 | |||
Operating lease ROU asset | $ 5,600 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | May 31, 2021 | May 31, 2020 |
Leases [Abstract] | ||
Operating lease ROU asset | $ 9,382 | $ 10,146 |
Less: Current portion of lease obligations | 2,415 | 2,077 |
Long-term lease obligations | 7,319 | 8,345 |
Total lease obligations | $ 9,734 | $ 10,422 |
Weighted average remaining term (in years) | 4 years 1 month 13 days | 5 years |
Weighted average discount rate (percent) | 3.80% | 4.20% |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | us-gaap:OtherAssets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Leases - Liability Maturity Sch
Leases - Liability Maturity Schedule (Details) - USD ($) $ in Thousands | May 31, 2021 | May 31, 2020 |
Leases [Abstract] | ||
2021 | $ 2,735 | |
2022 | 2,787 | |
2023 | 2,209 | |
2024 | 1,454 | |
2025 | 1,148 | |
2026 and thereafter | 171 | |
Total lease payments | 10,504 | |
Less: Imputed Interest | 770 | |
Total lease obligations | 9,734 | $ 10,422 |
Less: Current portion of lease obligations | 2,415 | 2,077 |
Long-term lease obligations | $ 7,319 | $ 8,345 |
Leases - Supplemental Statement
Leases - Supplemental Statement of Operations Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Non-cash lease expense | $ 3,207 | $ 3,351 |
Cost of sales | ||
Lessee, Lease, Description [Line Items] | ||
Non-cash lease expense | 820 | 1,138 |
Research and development | ||
Lessee, Lease, Description [Line Items] | ||
Non-cash lease expense | 857 | 583 |
Sales and marketing | ||
Lessee, Lease, Description [Line Items] | ||
Non-cash lease expense | 407 | 397 |
General and administrative | ||
Lessee, Lease, Description [Line Items] | ||
Non-cash lease expense | $ 1,123 | $ 1,233 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 2,698 | $ 2,372 |
Operating leases | $ 1,585 | $ 6,918 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule (Details) $ in Thousands | May 31, 2021USD ($) |
Purchase Obligations | |
Total | $ 4,697 |
2022 | 4,697 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 and thereafter | 0 |
Royalties | |
Total | 47,700 |
2022 | 3,800 |
2023 | 3,800 |
2024 | 3,800 |
2025 | 3,800 |
2026 and thereafter | 32,500 |
Total | 52,397 |
2022 | 8,497 |
2023 | 3,800 |
2024 | 3,800 |
2025 | 3,800 |
2026 and thereafter | $ 32,500 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) $ in Millions | Jun. 28, 2019USD ($) | Mar. 10, 2015patent | Jan. 11, 2012patent |
C.R. Bard, Inc. | |||
Loss Contingencies [Line Items] | |||
Number of petitions filed for reexamination of patents | 3 | ||
Number of patents upheld over prior art references | 2 | ||
The Delaware Action | |||
Loss Contingencies [Line Items] | |||
Number of patents allegedly infringed upon | 3 | ||
Merz North America Settlement | |||
Loss Contingencies [Line Items] | |||
Payments for legal settlement | $ | $ 2.5 |
Segments and Geographic Infor_3
Segments and Geographic Information - Sales by Product Category (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Net sales by Product Category | |||
Net sales | $ 291,010 | $ 264,157 | $ 270,634 |
Endovascular Therapies | |||
Net sales by Product Category | |||
Net sales | 135,079 | 112,706 | 119,901 |
Vascular Access | |||
Net sales by Product Category | |||
Net sales | 101,310 | 94,299 | 94,730 |
Oncology/Surgery | |||
Net sales by Product Category | |||
Net sales | $ 54,621 | $ 57,152 | $ 56,003 |
Segments and Geographic Infor_4
Segments and Geographic Information - Sale for Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Net sales by Geography | |||
Revenues | $ 291,010 | $ 264,157 | $ 270,634 |
United States | |||
Net sales by Geography | |||
Revenues | 237,043 | 207,980 | 216,957 |
International | |||
Net sales by Geography | |||
Revenues | $ 53,967 | $ 56,177 | $ 53,677 |
Segments and Geographic Infor_5
Segments and Geographic Information - Narrative (Details) | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Segment Reporting [Abstract] | |||
International sales percentage of total net sales | 19.00% | 21.00% | 20.00% |
Total assets are located within the United States | 99.00% |
Acquisition, Restructuring an_3
Acquisition, Restructuring and Other Items, net - Schedule (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
May 31, 2021 | May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total | $ 20,232 | $ 6,014 | $ 15,127 | |
RadiaDyne | OarTrac trademark | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Impairment charge | $ 14,000 | |||
Legal | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 6,161 | 2,666 | 7,802 | |
Mergers and acquisitions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 1 | 782 | 4,030 | |
Transition service agreement | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | (1,032) | (1,799) | 0 | |
Divestiture | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 393 | 2,809 | 0 | |
Intangible and other asset impairment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 13,953 | 0 | 1,704 | |
Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | 0 | 26 | 289 | |
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total | $ 756 | $ 1,530 | $ 1,302 |
Acquisition, Restructuring an_4
Acquisition, Restructuring and Other Items, net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Acquisition, restructuring and other items, net | $ 20,232 | $ 6,014 | $ 15,127 |
Settlement Expense | |||
Restructuring Cost and Reserve [Line Items] | |||
Acquisition, restructuring and other items, net | 1,000 | ||
Legal | |||
Restructuring Cost and Reserve [Line Items] | |||
Acquisition, restructuring and other items, net | $ 6,161 | 2,666 | 7,802 |
Legal | Biolitec, Inc. | |||
Restructuring Cost and Reserve [Line Items] | |||
Acquisition, restructuring and other items, net | $ 500 | 3,400 | |
Legal | Merz Contract Termination | |||
Restructuring Cost and Reserve [Line Items] | |||
Acquisition, restructuring and other items, net | $ 2,500 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
May 31, 2021 | May 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | $ 454,872 | $ 614,815 |
Ending Balance | 439,457 | 454,872 |
Foreign currency translation gain (loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (1,341) | (1,352) |
Other comprehensive income before reclassifications, net of tax | 4,494 | 11 |
Total comprehensive income (loss), net of tax | 4,494 | 11 |
Ending Balance | $ 3,153 | $ (1,341) |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
May 31, 2021 | May 31, 2020 | May 31, 2019 | |
Allowance for deferred tax asset | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Year | $ 13,114 | $ 11,688 | $ 26,607 |
Additions - Charged to costs and expenses | 3,921 | 1,426 | 0 |
Deductions | 0 | 0 | (14,919) |
Balance at End of Period | 17,035 | 13,114 | 11,688 |
Allowance for sales returns and doubtful accounts | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Year | 2,150 | 1,906 | 2,466 |
Additions - Charged to costs and expenses | 1,833 | 1,218 | 393 |
Deductions | (2,064) | (974) | (953) |
Balance at End of Period | $ 1,919 | $ 2,150 | $ 1,906 |