Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Aug. 31, 2015 | Sep. 30, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Aug. 31, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ANGO | |
Entity Registrant Name | ANGIODYNAMICS INC | |
Entity Central Index Key | 1,275,187 | |
Current Fiscal Year End Date | --05-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 36,280,188 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Income Statement [Abstract] | ||
Net sales | $ 83,703 | $ 87,331 |
Cost of sales | 40,529 | 41,506 |
Gross profit | 43,174 | 45,825 |
Operating expenses | ||
Research and development | 6,202 | 6,718 |
Sales and marketing | 20,559 | 20,067 |
General and administrative | 7,427 | 7,323 |
Amortization of intangibles | 4,415 | 4,015 |
Change in fair value of contingent consideration | 355 | 801 |
Acquisition, restructuring and other items, net | 2,143 | 2,664 |
Medical device excise tax | 1,003 | 995 |
Total operating expenses | 42,104 | 42,583 |
Operating income | 1,070 | 3,242 |
Other (expenses) income | ||
Interest expense | (800) | (799) |
Interest income | 1 | |
Other expense | (945) | (1,025) |
Total other expenses, net | (1,744) | (1,824) |
Income (loss) before income tax expense (benefit) | (674) | 1,418 |
Income tax expense (benefit) | 83 | 948 |
Net income (loss) | $ (757) | $ 470 |
Income (loss) per share | ||
Basic (in usd per share) | $ (0.02) | $ 0.01 |
Diluted (in usd per share) | $ (0.02) | $ 0.01 |
Basic weighted average shares outstanding (in shares) | 35,960 | 35,367 |
Diluted weighted average shares outstanding (in shares) | 35,960 | 35,885 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income (loss) | $ (757) | $ 470 |
Other comprehensive income (loss), before tax: | ||
Unrealized gain (loss) on interest rate swap | 66 | 181 |
Unrealized gain (loss) on marketable securities | 3 | (140) |
Foreign currency translation gain (loss) | (90) | 0 |
Other comprehensive income (loss), before tax | (21) | 41 |
Income tax (expense) benefit related to items of other comprehensive income | (26) | (15) |
Other comprehensive income (loss), net of tax | (47) | 26 |
Total comprehensive income (loss), net of tax | $ (804) | $ 496 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 31, 2015 | May. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 20,268 | $ 18,391 |
Marketable securities | 1,692 | 1,689 |
Accounts receivable, net of allowances of $2,888 and $3,043 respectively | 52,424 | 58,428 |
Inventories | 74,327 | 67,388 |
Deferred income taxes | 3,940 | 4,364 |
Prepaid income taxes | 989 | 770 |
Prepaid expenses and other | 6,385 | 4,783 |
Total current assets | 160,025 | 155,813 |
Property, plant and equipment - at cost, net | 52,799 | 54,560 |
Other assets | 4,818 | 5,288 |
Intangible assets, net | 177,399 | 181,806 |
Goodwill | 361,252 | 361,252 |
Deferred income taxes, long-term | 15,496 | 14,904 |
TOTAL ASSETS | 771,789 | 773,623 |
CURRENT LIABILITIES | ||
Accounts payable | 24,942 | 23,668 |
Accrued liabilities | 15,166 | 18,331 |
Income taxes payable | 557 | 439 |
Current portion of long-term debt | 10,000 | 8,750 |
Current portion of contingent consideration | 9,986 | 9,969 |
Total current liabilities | 60,651 | 61,157 |
Long-term debt, net of current portion | 126,410 | 128,910 |
Deferred income taxes, long-term | 1,119 | 1,119 |
Contingent consideration, net of current portion | 35,702 | 37,415 |
Other long-term liabilities | 784 | 0 |
Total liabilities | $ 224,666 | $ 228,601 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value $.01 per share, 5,000,000 shares authorized; no shares issued and outstanding | $ 0 | $ 0 |
Common stock, par value $.01 per share, 75,000,000 shares authorized; 36,274,574 and 36,043,725 shares issued and 36,132,269 and 35,901,420 shares outstanding at August 31, 2015 and May 31, 2015, respectively | 362 | 360 |
Additional paid-in capital | 523,004 | 520,101 |
Retained earnings | 27,476 | 28,233 |
Treasury stock, 142,305 shares, at cost | (2,104) | (2,104) |
Accumulated other comprehensive loss | (1,615) | (1,568) |
Total stockholders’ equity | 547,123 | 545,022 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 771,789 | $ 773,623 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2015 | May. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 2,339 | $ 1,736 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 36,023,413 | 35,442,004 |
Common stock, shares outstanding | 36,023,413 | 35,442,004 |
Treasury stock, shares | 142,305 | 142,305 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (757) | $ 470 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 7,223 | 6,700 |
Stock based compensation | 1,626 | 1,395 |
Change in fair value of contingent consideration | 355 | 801 |
Deferred income taxes | (195) | 2,110 |
Loss on disposal of long-lived assets | 220 | 190 |
Bad debt expense | 109 | 127 |
Other | (13) | 0 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 5,925 | 5,815 |
Inventories | (6,922) | (9,187) |
Prepaid expenses and other assets | (1,954) | (2,836) |
Accounts payable, accrued and other liabilities | (918) | (233) |
Net cash provided by operating activities | 4,699 | 5,352 |
Cash flows from investing activities: | ||
Additions to property, plant and equipment | (743) | (5,104) |
Acquisition of intangibles | 0 | (154) |
Net cash used in investing activities | (743) | (5,258) |
Cash flows from financing activities: | ||
Repayment of long-term debt | (1,250) | (1,250) |
Payment of contingent consideration previously established in purchase accounting | (2,100) | (2,100) |
Proceeds from exercise of stock options and employee stock purchase plan | 1,279 | 959 |
Net cash provided by (used in) financing activities | (2,071) | (2,391) |
Effect of exchange rate changes on cash and cash equivalents | (8) | 0 |
Increase (decrease) in cash and cash equivalents | 1,877 | (2,297) |
Cash and cash equivalents at beginning of period | 18,391 | |
Cash and cash equivalents at end of period | 20,268 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Contractual obligations for acquisition of intangibles and business | 0 | 0 |
Contractual obligations for acquisition of fixed assets | $ 111 | $ 0 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - 3 months ended Aug. 31, 2015 - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] |
Beginning Balance at May. 31, 2015 | $ 545,022,000 | $ 360,000 | $ 520,101,000 | $ 28,233,000 | $ (1,568,000) | $ (2,104,000) |
Beginning Balance, Shares at May. 31, 2015 | 36,043,725 | |||||
Beginning Balance,Treasury Shares at May. 31, 2015 | (142,305) | |||||
Net income (loss) | $ (757,000) | (757,000) | ||||
Exercise of stock options | 793,000 | $ 1,000 | 792,000 | |||
Exercise of stock options, Shares | 52,578 | |||||
Purchase of common stock under ESPP | 748,000 | $ 1,000 | 747,000 | |||
Purchase of common stock under ESPP, Shares | 59,589 | |||||
Issuance of performance shares | (262,000) | (262,000) | ||||
Issuance of performance shares, Shares | 118,682 | |||||
Stock based compensation | 1,626,000 | 1,626,000 | ||||
Other comprehensive income, net of tax | (47,000) | (47,000) | ||||
Ending Balance at Aug. 31, 2015 | $ 547,123,000 | $ 362,000 | $ 523,004,000 | $ 27,476,000 | $ (1,615,000) | $ (2,104,000) |
Ending Balance, Shares at Aug. 31, 2015 | 36,274,574 | |||||
Ending Balance,Treasury Shares at Aug. 31, 2015 | (142,305) | (142,305) |
Consolidated Financial Statemen
Consolidated Financial Statements | 3 Months Ended |
Aug. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidated Financial Statements | CONSOLIDATED CONDENSED FINANCIAL STATEMENTS The consolidated condensed balance sheet as of August 31, 2015 , the consolidated condensed statement of stockholders’ equity for the three months ended August 31, 2015 and consolidated condensed statement of cash flows, the consolidated condensed statements of income (loss) and the consolidated condensed statements of comprehensive income (loss) for the three months ended August 31, 2015 and 2014 have been prepared by us without audit. The consolidated condensed balance sheet as of May 31, 2015 was derived from audited consolidated condensed financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to state fairly the financial position, changes in stockholders’ equity and comprehensive income, results of operations and cash flows as of and for the period ended August 31, 2015 (and for all periods presented) have been made. The unaudited interim consolidated condensed financial statements for the three months ended August 31, 2015 and August 31, 2014 include the accounts of AngioDynamics, Inc. and its wholly owned subsidiaries, collectively, the “Company”. All intercompany balances and transactions have been eliminated. We have reclassified certain amounts in prior period financial statements to conform to the current period's presentation. Recent Developments EmboMedics, Inc. - on March 2, 2015, the Company filed a current report on form 8-K stating that it executed a non-binding letter of intent to enter into a strategic relationship with privately-held EmboMedics Inc., which develops injectable and resorbable embolic microspheres. On April 9, 2015 the Company entered into a License, Distribution, Manufacturing and Purchase Option Agreement with EmboMedics Inc., subject to certain approvals by EmboMedics shareholders. Under the terms of the agreement, which has not been finalized, AngioDynamics receives an exclusive worldwide license to market and sell, upon regulatory clearances, EmboMedics’ microsphere technology. AngioDynamics will also control manufacturing of the products. Final terms of the agreement, including the form and amount of payments, have not yet been finalized, but the Company expects the terms to include a combination of milestone payments and equity investments, up to and including an option to acquire EmboMedics. |
Inventories
Inventories | 3 Months Ended |
Aug. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories are stated at lower of cost (using the first-in, first-out method) or market. As of August 31, 2015 and May 31, 2015 , inventories consisted of the following: Aug 31, 2015 May 31, 2015 (in thousands) Raw materials $ 31,873 $ 28,040 Work in process 11,253 11,910 Finished goods 31,201 27,438 Inventories $ 74,327 $ 67,388 The increase during the quarter ended August 31, 2015 is primarily related to an in process manufacturing and distribution facilities consolidation, as part of the Company's Operational Excellence Program. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Aug. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Intangible assets other than goodwill and indefinite lived intangible assets are amortized over their estimated useful lives, which range between two and fifteen years, on either a straight-line basis or proportionately to the benefit being realized. We periodically review the estimated useful lives of our intangible assets and review such assets for impairment, based on estimated future cash flows, whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. If an intangible asset is considered to be impaired, the amount of the impairment will equal the excess of the carrying value over the fair value of the asset. Goodwill and 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 costs based on respective fair market values at the date of acquisition. For goodwill, the impairment test requires a comparison of the estimated fair value, based on future cash flows, of the reporting unit to which the goodwill is assigned to the sum of the carrying value of the assets and liabilities of that unit. If the sum of the carrying value of the assets and liabilities of a reporting unit exceeds the fair value of the reporting unit, the carrying value of the reporting unit’s goodwill is reduced to its implied fair value through an adjustment to the goodwill balance, resulting in an impairment charge. We consider our business to be a single operating segment entity, and a single reporting unit - the development, manufacture and sale on a global basis of medical devices for vascular access, peripheral vascular disease, oncology and surgery. We test our goodwill balances during the third quarter of each year for impairment, or more frequently if indicators are present or changes in circumstances suggest that an impairment may exist. There were no adjustments to goodwill for the three months ended August 31, 2015 . As of August 31, 2015 and May 31, 2015 , intangible assets consisted of the following: August 31, 2015 Gross carrying value Accumulated amortization Net carrying value Weighted avg useful life (in thousands) (years) Product technologies $ 148,776 $ (43,868 ) $ 104,908 10.2 Customer relationships 86,393 (43,886 ) 42,507 12.0 Trademarks 28,545 (3,963 ) 24,582 10.7 In process R&D acquired 3,600 — 3,600 Indefinite Licenses 7,913 (6,111 ) 1,802 8.3 Distributor relationships 900 (900 ) — 3.0 $ 276,127 $ (98,728 ) $ 177,399 May 31, 2015 Gross carrying value Accumulated amortization Net carrying value Weighted avg useful life (in thousands) (years) Product technologies $ 148,776 $ (41,447 ) $ 107,329 10.2 Customer relationships 86,371 (42,813 ) 43,558 12.0 Trademarks 28,545 (3,229 ) 25,316 10.7 In process R&D acquired 3,600 — 3,600 Indefinite Licenses 7,913 (5,910 ) 2,003 8.3 Distributor relationships 900 (900 ) — 3.0 $ 276,105 $ (94,299 ) $ 181,806 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Aug. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES As of August 31, 2015 and May 31, 2015 , accrued liabilities consisted of the following: Aug 31, 2015 May 31, 2015 (in thousands) Payroll and related expenses $ 7,465 $ 10,330 Royalties 2,183 2,237 Accrued severance 153 158 Sales and franchise taxes 757 489 Interest rate swap liability 187 257 Outside services 934 1,522 Deferred revenue 792 558 Deferred rent 21 808 Other 2,674 1,972 $ 15,166 $ 18,331 |
Long Term Debt
Long Term Debt | 3 Months Ended |
Aug. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long Term Debt | LONG TERM DEBT On September 19, 2013, we entered into a Credit Agreement (the “ Credit Agreement ”) with the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Keybank National Association as co-syndication agents, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Keybank National Association as joint bookrunners and joint lead arrangers. The Credit Agreement provides for a $100 million senior secured term loan facility (“ Term Loan ”) and a $100 million senior secured revolving credit facility, which includes up to a $20 million sublimit for letters of credit and a $5 million sublimit for swingline loans (the “ Revolving Facility ”, and together with the Term Loan, the “ Facilities ”). The proceeds of the Revolving Facility may be used for general corporate purposes of AngioDynamics and its subsidiaries. The Facilities have a five year maturity. The Term Loan has a quarterly repayment schedule equal to 5% , 5% , 10% , 15% and 65% of its principal amount in years one through five. Interest on both the Term Loan and Revolving Facility are based on a base rate or Eurodollar rate plus an applicable margin which increases as our total leverage ratio increases, with the base rate and Eurodollar rate having ranges of 0.50% to 1.25% and 1.5% to 2.25% respectively. After default, the interest rate may be increased by 2.0% . The Revolving Facility will also carry a commitment fee of 0.2% to 0.35% per annum on the unused portion. Our obligations under the Facilities are unconditionally guaranteed, jointly and severally, by our material direct and indirect domestic subsidiaries (the “ Guarantors ”). All obligations of AngioDynamics and the Guarantors under the Facilities are secured by first priority security interests in substantially all of the assets of AngioDynamics and the Guarantors. We have entered into an interest rate swap agreement, (the “Swap Agreement”), with an initial notional amount of $100 million , to limit the effect of rising of interest rates. The Swap Agreement, which qualified for hedge accounting under authoritative guidance, was a contract to exchange floating interest rate payments for fixed interest rate payments on the outstanding balance of the loan over the life of the agreement without the exchange of the underlying notional amounts. The Swap Agreement provides for a fixed rate of 0.74% above the applicable rate provided for in the Credit Agreement. The Swap matures during 2016. On September 19, 2013, we borrowed $100 million under the Term Facility and approximately $41.4 million under the Revolving Facility to repay the Former Credit Agreement. As of August 31, 2015 , $90.0 million and $46.4 million were outstanding under the Term Facility and Revolving Facility, respectively. The Credit Agreement includes customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including, among other things, two financial covenants. The first financial covenant requires us to maintain, as of the end of each of our fiscal quarters, a ratio of consolidated adjusted 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 1.35 to 1.00 . The second financial covenant requires us to maintain, as of the end of each of our fiscal quarters, a ratio of consolidated total indebtedness to consolidated adjusted EBITDA of not greater than 3.75 to 1.00 . We were in compliance with both covenants as of August 31, 2015 . |
Income Taxes
Income Taxes | 3 Months Ended |
Aug. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The following table presents the components of income tax expense (benefit) for the three months ended August 31, 2015 and 2014 (in thousands of dollars): Three Months Ended Aug 31, 2015 Aug 31, 2014 Income (loss) before Income Taxes $ (674 ) $ 1,418 Less discrete book income (expense): Non-taxable portion of change in fair value of contingent consideration 170 — Ordinary income (loss) before income taxes (844 ) 1,418 Income tax expense (benefit) based on ordinary income (loss) at estimated tax rates of 43.0% and 42.2% for the three months ended August 31, 2015 and August 31, 2014, respectively $ (363 ) $ 598 Discrete tax expense (benefit): Adjustment for elimination of the ASC 718 APIC pool 471 354 Adjustments to prior period tax liabilities (25 ) (4 ) Total income tax expense (benefit) $ 83 $ 948 The first quarter estimated effective tax rate prior to discrete items was 43.0% in 2015, as compared to 42.2% for the same period in 2014. The tax rates are greater than the 35% US statutory tax rate in both periods primarily due to the impact of non-deductible expenses (such as the non-deductible portion of meals and entertainment, non-deductible interest on contingent payments and non-deductible stock based compensation related to employee stock purchase plan) caused by the limited ordinary income (loss) before income taxes in 2015 and 2014. Our ASC 718 APIC pool was depleted during fiscal year 2014. Prior to its depletion, the APIC pool was reduced when share-based compensation cost previously recognized by us was greater than the deduction allowed for income tax purposes based on the price of our common stock on the date of exercise or vesting. Due to its depletion we recorded a discrete tax expense in the three months ended August 2015 and 2014, as noted in the above table. We have recorded a net deferred tax asset in the US of $19.4 million which includes the benefit of $148.3 million of loss carryforwards, which expire as follows: Expiration Date NOL Available (in thousands) FY 2017 $ 802 FY 2019 11,898 FY 2020 8,128 FY 2022 7,526 FY 2023 2,346 FY 2027 20,167 FY 2028 22,527 FY 2029 27,684 FY 2030 28,043 FY 2031 5,647 FY 2032 600 FY 2033 1,345 FY 2034 — FY 2035 11,581 The Company’s analysis of the need for a valuation allowance considered that the Company has incurred a cumulative loss in the U.S. over the three year period ending August 31, 2015. A majority of the cumulative loss has been caused by the charges associated with the product recall and discontinuance and the impairment of fixed and intangible assets recorded in the quarter end February 28, 2015, as well as restructuring and integration expenses in the period since the acquisition of Navilyst Medical in May 2012. We anticipate a return to profitability in fiscal 2016. Consideration has also been given to our history of not having Federal tax loss carryforwards expire unused, as well as the period over which the net deferred tax assets can be realized, including the expiration of our loss carryforwards and IRC Section 382 limitations. Based on our assessment, it is more likely than not that our U.S. net deferred tax asset will be realized through future taxable earnings, the reversal of existing taxable temporary differences, and tax planning strategies. Accordingly no valuation allowance has been recorded on this net asset. We will continue to assess the need for a valuation allowance in the future. If future results are less than projected in the U.S. and if tax planning alternatives do not offset those effects, a valuation allowance may be required to reduce the deferred tax asset, which could have a material impact on our results of operations in the period in which it is recorded. While the net deferred tax asset at August 31, 2015 is $19.4 million , if the Company were required to record a valuation allowance it could be $15.3 million greater than this amount due to deferred tax liabilities related to intangibles that have an indefinite reversal period. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Aug. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION We have two stock-based compensation plans that provide for the issuance of up to approximately 5.8 million shares of common stock. The 2004 Stock and Incentive Award Plan (the "2004 Plan") provides for the grant of incentive options to our employees and for the grant of non-statutory stock options, restricted stock, stock appreciation rights, performance units, performance shares and other incentive awards to our employees, directors and other service providers. We also have an employee stock purchase plan. During the year ended May 31, 2015 an additional 1,000,000 shares of our common stock were reserved for issuance under the 2004 plan. For the quarters ended August 31, 2015 and 2014 , share-based payment expense was $1.6 million and $1.4 million , respectively. In the first quarter of fiscal year 2016 and 2015 , the company granted stock options and restricted stock units under the 2004 Plan to certain employees and members of the Board of Directors. Stock option awards are valued using the Black-Scholes option-pricing model and then amortized on a straight-line basis over the requisite service period of the award. Restricted stock unit awards are valued based on the closing trading value of our shares on the date of grant and then amortized on a straight-line basis over the requisite service period of the award. In the first quarter of fiscal year 2016 and 2015 , the company granted performance share awards under the 2004 Plan to certain employees. The awards may be earned by achieving relative performance levels over the three year requisite service period. The performance criteria are based on the total shareholder return ("TSR") of the company's common stock relative to the TSR of the common stock of a pre-defined industry peer-group. The fair value of these awards are based on the closing trading value of our shares on the date of grant and use a Monte Carlo simulation model. As of August 31, 2015 , there were $15.0 million of unrecognized compensation expenses related to share-based payment arrangements. These costs are expected to be recognized over a weighted-average period of approximately four years. The company has sufficient shares to satisfy expected share-based payment arrangements. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Aug. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE Basic earnings per share are based on the weighted average number of common shares outstanding without consideration of potential common stock. 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 antidilutive. 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 three months ended August 31, 2015 and 2014 (in thousands): Three Months Ended Aug 31, 2015 Aug 31, 2014 Basic 35,960 35,367 Effect of dilutive securities — 518 Diluted 35,960 35,885 Securities excluded as their inclusion would be anti-dilutive 3,241 911 |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Aug. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | SEGMENT AND GEOGRAPHIC INFORMATION We consider our business to be a single operating segment entity engaged in the development, manufacture and sale on a global basis of medical devices for vascular access, peripheral vascular disease, oncology and surgery. Our chief operating decision maker (CEO) evaluates the various global product portfolios on a net sales basis. Executives reporting to the CEO include those responsible for commercial operations, manufacturing operations, regulatory and quality and certain corporate functions. The CEO evaluates profitability, investment and cash flow metrics on a consolidated worldwide basis due to shared infrastructure and resources. The table below summarizes net sales by product category (in thousands of dollars): Three Months Ended Aug 31, 2015 Aug 31, 2014 Net sales Peripheral Vascular $ 47,105 $ 47,266 Vascular Access 24,646 26,512 Oncology/Surgery 11,284 12,370 Supply Agreement 668 1,183 Total $ 83,703 $ 87,331 The table below presents net sales by geographic area based on external customer location (in thousands of dollars): Three Months Ended Aug 31, 2015 Aug 31, 2014 Net sales United States $ 68,369 $ 68,559 International 14,666 17,589 Supply Agreement 668 1,183 Total $ 83,703 $ 87,331 |
Fair Value
Fair Value | 3 Months Ended |
Aug. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value | FAIR VALUE Our financial instruments include cash and cash equivalents, accounts receivable, marketable securities, accounts payable, an interest rate swap agreement and contingent consideration. The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximates fair value due to the immediate or short-term maturities. The marketable securities and interest rate swap agreement have been recorded at their fair value based on a valuation received from an independent third party. The contingent consideration has been recorded at fair value using the income approach. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This policy establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The policy describes three levels of inputs that may be used to measure fair value which are provided in the table below. Level 1 Quoted prices in active markets for identical assets or liabilities. Level 1 assets include money market funds that are traded in an active exchange market. Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. When quoted market prices are unobservable, we obtain pricing information from an independent pricing vendor. The pricing vendor uses various pricing models for each asset class that are consistent with what other market participants would use. The inputs and assumptions to the model of the pricing vendor are derived from market observable sources including: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, and other market-related data. The pricing vendor considers all available market observable inputs in determining the evaluation for a security. Thus, certain securities may not be priced using quoted prices, but rather determined from market observable information. Included in Level 2 assets is our interest rate swap agreement which is valued using a mid-market valuation model. Level 3 Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category includes the auction rate securities where independent pricing information was not able to be obtained and the contingent consideration related to the acquisition of Vortex, Microsulis and Clinical Devices. Our investments in auction-rate securities were classified as Level 3 as quoted prices were unavailable since these auction rate securities issued by New York state and local government authorities failed auction. Due to limited market information, we utilized a discounted cash flow (“DCF”) model to derive an estimate of fair value for contingent considerations for all periods presented. The assumptions used in preparing the DCF model included estimates with respect to the amount and timing of future interest and principal payments, forward projections of the interest rate benchmarks, the probability of full repayment of the principal considering the credit quality and guarantees in place, and the rate of return required by investors to own such securities given the current liquidity risk associated with auction-rate securities. The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis as of August 31, 2015 and May 31, 2015 (in thousands of dollars): Fair Value Measurements using inputs considered as: Fair Value at August 31, 2015 Level 1 Level 2 Level 3 Financial Assets Marketable securities U.S. government agency obligations $ — $ — $ 1,692 $ 1,692 Total — — 1,692 1,692 Total Financial Assets $ — $ — $ 1,692 $ 1,692 Financial Liabilities Interest rate swap agreements $ — $ 187 $ — $ 187 Contingent liability for acquisition earn out — — 45,688 45,688 Total Financial Liabilities $ — $ 187 $ 45,688 $ 45,875 Fair Value Measurements using inputs considered as: Fair Value at May 31, 2015 Level 1 Level 2 Level 3 Financial Assets Cash equivalents Money market funds $ — $ — $ — $ — Total $ — $ — $ — $ — Marketable securities U.S. government agency obligations $ — $ — $ 1,689 $ 1,689 Total — — 1,689 1,689 Total Financial Assets $ — $ — $ 1,689 $ 1,689 Financial Liabilities Interest rate swap agreements $ — $ 257 $ — $ 257 Contingent liability for acquisition earn out — — 47,384 47,384 Total Financial Liabilities $ — $ 257 $ 47,384 $ 47,641 There were no transfers in and out of Level 1, 2 and 3 measurements for the three months ended August 31, 2015 and 2014 . The table below presents the changes in fair value components of Level 3 instruments in the three months ended August 31, 2015 (in thousands of dollars): Financial Assets Financial Liabilities Fair Value Measurements Fair Value Measurements Balance, May 31, 2015 $ 1,689 $ 47,384 Change in present value of contingent consideration (1) — 355 Currency (gain) loss from remeasurement — 49 Included in other comprehensive income (loss) 3 — Contingent consideration payments — (2,100 ) Balance, August 31, 2015 $ 1,692 $ 45,688 (1) Change in present value of contingent consideration is included in earnings and comprised of changes in estimated earn out payments based on projections of company performance and the amortization of the present value discount. Contingent Liabilities for Acquisition Earn Outs Certain of our 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. We measure the initial liability and remeasure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. The fair value of our liability for contingent consideration 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 our internal projections and extensive analysis of the target market and the sales potential. Increases or decreases in any valuation inputs in isolation may result in a significantly lower or higher fair value measurement in the future. The recurring Level 3 fair value measurements of the contingent consideration liabilities include the following significant unobservable inputs as of August 31, 2015 (in thousands of dollars): Fair value at Valuation Aug 31, 2015 Technique Unobservable Input Range Revenue based payments $ 43,039 Discounted cash flow Discount rate 4% Probability of achieving sales 75-100% Projected fiscal year of payment 2016 - 2022 Milestone based payments 2,649 Discounted cash flow Discount rate 16% Probability of achieving milestone 75-100% Projected fiscal year of payment 2017 Total $ 45,688 At August 31, 2015 , the estimated potential amount of undiscounted future contingent consideration that we expect to pay as a result of all completed acquisitions is approximately $52.0 million . The milestones, including sales projections, associated with the contingent consideration must be reached in future periods ranging from fiscal years 2016 to 2023 in order for the associated consideration to be paid. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Aug. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | MARKETABLE SECURITIES Marketable securities, which are principally government agency bonds, auction rate investments and corporate commercial paper, are classified as “available-for-sale securities” and are reported at fair value, with unrealized gains and losses excluded from operations and reported as accumulated other comprehensive income (loss), net of the related tax effects, in stockholders’ equity. Cost is determined using the specific identification method. We hold investments in auction rate securities in order to generate higher than typical money market rate investment returns. Auction rate securities typically are high credit quality, generally achieved with municipal bond insurance. Credit risks are eased by the historical track record of bond insurers, which back a majority of this market. Sell orders for any security traded through an auction process could exceed bids and, in such cases, the auction fails and we may be unable to liquidate our position in the securities in the near term. As of August 31, 2015 and May 31, 2015 , we had $1.7 million and $1.7 million , respectively, in investments in two auction rate securities issued by New York state and local government authorities that failed auctions. The authorities are current in their interest payments on the securities. As of August 31, 2015 and May 31, 2015 , marketable securities consisted of the following (in thousands of dollars): As of August 31, 2015 Amortized cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities U.S. government agency obligations $ 1,825 $ — $ (133 ) $ 1,692 $ 1,825 $ — $ (133 ) $ 1,692 As of May 31, 2015 Amortized cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities U.S. government agency obligations $ 1,825 $ — $ (136 ) $ 1,689 $ 1,825 $ — $ (136 ) $ 1,689 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Aug. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is involved in various legal proceedings, including commercial, intellectual property, product liability, regulatory and environmental 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. AngioDynamics v. biolitec On January 2, 2008, we commenced an action in the United States District Court for the Northern District of New York entitled AngioDynamics, Inc. v. biolitec, Inc. In this action, we sought judgment against biolitec for defense and indemnification in two lawsuits which we previously settled. Our claims arise out of a Supply and Distribution Agreement (“SDA”) entered into with biolitec on April 1, 2002. On September 27, 2011, the U.S. District Court granted key portions of our motion for summary judgment in our legal case against biolitec. The Court also dismissed biolitec’s counterclaims against us. The court denied one portion of our summary judgment motion, which sought to recover additional costs from biolitec, leaving this for adjudication at trial. On November 8, 2012, the Court granted partial judgment to us in the amount of $23.2 million . Biolitec appealed this judgment. On August 23, 2013, the U.S. Court of Appeals for the Second Circuit dismissed biolitec’s appeal. In October 2009, we commenced an action in the United States District Court for the District of Massachusetts entitled AngioDynamics, Inc. v. biolitec AG and Wolfgang Neuberger. The Complaint in this action was amended in March 2010. This action seeks to recover against biolitec, Inc.’s parent entities and CEO for tortiously interfering with biolitec, Inc.’s contractual obligation to defend and indemnify us, and also seeks to pierce the corporate veil of biolitec, Inc. and to invalidate certain alleged fraudulent transfers in order to hold biolitec, Inc.’s parent entities jointly and severally liable for the alleged breach of the SDA. On September 13, 2012, the Massachusetts Court granted our request for a preliminary injunction prohibiting the downstream merger of biolitec AG with its Austrian subsidiary. On April 1, 2013, the U.S. Court of Appeals for the First Circuit affirmed the preliminary injunction. On January 14, 2014, the District Court entered judgment in our favor as to liability. On March 18, 2014, the District Court entered judgment in our favor against Biolitec AG, Biomed Technology Holdings, Ltd., and Wolfgang Neuberger, jointly and severally, in the amount of $74.9 million . On March 11, 2015, the U.S. Court of Appeals for the First Circuit affirmed the judgment. The defendants have petitioned to the U.S. Supreme Court for a writ of certiorari. The petition is still pending. On November 13, 2014, the U.S. District Court for the District of Massachusetts issued summonses to four Biolitec entities - Biolitec U.S., Inc., Biolitec Holding U.S., Inc., Biolitec Medical Devices, Inc., and CeramOptec Industries, Inc. - pursuant to Massachusetts trustee process. We sought to use this process to attach the assets of these entities in order to satisfy our judgment. The trustee process was automatically stayed when the four Biolitec entities filed Chapter 7 petitions in the U.S. Bankruptcy Court for the District of Delaware. On August 29, 2013, we became co-plaintiffs in an adversary proceeding in the United States Bankruptcy Court for the District of New Jersey entitled Cyganowski, Trustee, et al. v. Biolitec U.S., Inc., et al. In this action, we assert claims of conversion, unjust enrichment, tortious interference, and unfair competition against various biolitec entities for alleged violation of Bankruptcy Court settlement and sale orders under which we acquired certain assets of Biolitec, Inc. On September 3, 2013, we, along with our co-plaintiff, obtained a temporary restraining order against the defendants in this action. On January 22, 2015, the Bankruptcy Court entered a permanent injunction on our behalf for an additional two years. C.R. Bard, Inc. v. AngioDynamics, Inc. On January 11, 2012, C.R. Bard, Inc. filed a suit in the United States District Court of Utah claiming certain of our implantable port products infringe on three U.S. patents held by Bard (the "Utah Action"). Bard is seeking unspecified damages and other relief. The Court denied Bard’s motion for pre-trial consolidation with separate actions it filed on the same day against Medical Components, Inc. and Smiths Medical ASD, Inc., but had asked for supplemental briefing on the issue of whether to conduct a common Markman hearing. Meanwhile, we filed petitions for reexamination in the US Patent and Trademark Office ("PTO") which seek to invalidate all three patents asserted in the litigation. Our petitions have been granted and 40 of 41 patent claims have been and remain rejected. The Patent Office has issued a Final Rejection of all the claims subject to reexamination and Bard has filed appeals. The parties have completed briefing on the appeals and oral argument was held on June 18, 2015. The parties are awaiting decision by the Board of Appeals and Interferences. The case has been stayed pending final resolution of the PTO process. 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, C.R. Bard, Inc. and Bard Peripheral Vascular, Inc. filed suit in the United States District Court for the District of Delaware claiming certain of the Company’s implantable port products infringe three Bard patents (the “Delaware Action). Bard is seeking unspecified damages and other relief; and the patents asserted in the Delaware Action are different than those asserted in the Utah Action. On June 1,2015, the Company filed two motions in response to Bard’s Complaint - - one seeks transfer to the District of Utah where the Utah Action is currently pending, and the other seeks dismissal of the entire complaint on grounds that none of the claims in the asserted patents is directed to patent eligible subject matter under Section 101 of the Patent Statute and in light of recent authority from the U. S. Supreme Court. Briefing is complete on both motions (except Bard has requested permission to file a Sur-Reply on the dismissal motion) and the parties are awaiting decision by the Delaware Court. 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. LC Beads In June 2014 we received a subpoena from the U.S. Department of Justice (the “DOJ”) requesting documents in relation to a criminal and civil investigation the DOJ is conducting regarding BTG International, Inc.’s LC Bead® product beginning in 2003. RITA Medical Systems and AngioDynamics, Inc., after its acquisition of RITA, was the exclusive distributor of LC Beads in the United States from 2006 through December 31, 2011. We are cooperating fully with this investigation and at this time are unable to predict its scope, duration or outcome. EVLT In April 2015 we received a subpoena from the DOJ requesting documents in relation to a criminal and civil investigation the DOJ is conducting regarding purported promotion of certain of AngioDynamics’ VenaCure EVLT products for un-cleared indications. We are cooperating fully with this investigation and at this time are unable to predict its scope, duration or outcome. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Aug. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"). ASU 2014-09 provides a single, comprehensive accounting model for revenues arising from contracts with customers that supersedes most of the existing revenue recognition guidance, including industry-specific guidance. Under this model, revenue is recognized at an amount that an entity expects to be entitled to upon transferring control of goods or services to a customer, as opposed to when risks and rewards transfer to a customer under existing revenue recognition guidance. ASU 2014-09 is effective for the Company beginning in its fiscal year 2018, and may be applied retrospectively to all prior periods presented or through a cumulative adjustment to the opening retained earnings balance in the year of adoption. The Company is currently in the process of evaluation the impact of ASU 2014-09 on its consolidated financial statements. In June 2014, the FASB issued an ASU that clarified that entities should treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting. Therefore, an entity would not record compensation expense related to an award for which transfer to the employee is contingent on the entity’s satisfaction of a performance target until it becomes probable that the performance target is met. This ASU is effective for the Company in its first quarter beginning after January 1, 2016 and is not expected to have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued ASC Update No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Update No. 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Update No. 2015-03 is effective for annual reporting periods beginning after December 15, 2015 and interim periods within those reporting periods. Early adoption is permitted for financial statements that have not been previously issued. The adoption of Update No. 2015-03 will require us to reclassify our debt issuance costs from deferred charges to direct deductions of our debt liabilities. This update is not expected to impact the results of our operations. In July 2015, the FASB issued ASC Update No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. Update No. 2015-11 more closely aligns the measurement of inventory in U.S. GAAP with the measurement of inventory in International Financial Reporting Standards by requiring companies using the first-in, first-out and average costs methods to measure inventory using the lower of cost and net realizable value, where net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Update No. 2015-11 is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years. Update No. 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The adoption of Update No. 2015-11 is not expected to have a material impact on our financial position or results of operations. |
Restructuring
Restructuring | 3 Months Ended |
Aug. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RESTRUCTURING During the three months ended August 31, 2014 we initiated a restructuring of finance, research and development, and sales and marketing organizations to improve our profitability. As part of the restructuring, we recorded $1.1 million of severance and restructuring expense, which is included in “Acquisition, restructuring and other items, net” in the statements of income. The amount of restructuring expense incurred during the quarter ended August 31, 2015 was immaterial. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Aug. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are stated at lower of cost (using the first-in, first-out method) or market. As of August 31, 2015 and May 31, 2015 , inventories consisted of the following: Aug 31, 2015 May 31, 2015 (in thousands) Raw materials $ 31,873 $ 28,040 Work in process 11,253 11,910 Finished goods 31,201 27,438 Inventories $ 74,327 $ 67,388 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Aug. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill by Segment | djustments to goodwill for the three months ended August 31, 2015 . |
Intangible Assets | As of August 31, 2015 and May 31, 2015 , intangible assets consisted of the following: August 31, 2015 Gross carrying value Accumulated amortization Net carrying value Weighted avg useful life (in thousands) (years) Product technologies $ 148,776 $ (43,868 ) $ 104,908 10.2 Customer relationships 86,393 (43,886 ) 42,507 12.0 Trademarks 28,545 (3,963 ) 24,582 10.7 In process R&D acquired 3,600 — 3,600 Indefinite Licenses 7,913 (6,111 ) 1,802 8.3 Distributor relationships 900 (900 ) — 3.0 $ 276,127 $ (98,728 ) $ 177,399 May 31, 2015 Gross carrying value Accumulated amortization Net carrying value Weighted avg useful life (in thousands) (years) Product technologies $ 148,776 $ (41,447 ) $ 107,329 10.2 Customer relationships 86,371 (42,813 ) 43,558 12.0 Trademarks 28,545 (3,229 ) 25,316 10.7 In process R&D acquired 3,600 — 3,600 Indefinite Licenses 7,913 (5,910 ) 2,003 8.3 Distributor relationships 900 (900 ) — 3.0 $ 276,105 $ (94,299 ) $ 181,806 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Aug. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | As of August 31, 2015 and May 31, 2015 , accrued liabilities consisted of the following: Aug 31, 2015 May 31, 2015 (in thousands) Payroll and related expenses $ 7,465 $ 10,330 Royalties 2,183 2,237 Accrued severance 153 158 Sales and franchise taxes 757 489 Interest rate swap liability 187 257 Outside services 934 1,522 Deferred revenue 792 558 Deferred rent 21 808 Other 2,674 1,972 $ 15,166 $ 18,331 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Aug. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Expense/(Benefit) | The following table presents the components of income tax expense (benefit) for the three months ended August 31, 2015 and 2014 (in thousands of dollars): Three Months Ended Aug 31, 2015 Aug 31, 2014 Income (loss) before Income Taxes $ (674 ) $ 1,418 Less discrete book income (expense): Non-taxable portion of change in fair value of contingent consideration 170 — Ordinary income (loss) before income taxes (844 ) 1,418 Income tax expense (benefit) based on ordinary income (loss) at estimated tax rates of 43.0% and 42.2% for the three months ended August 31, 2015 and August 31, 2014, respectively $ (363 ) $ 598 Discrete tax expense (benefit): Adjustment for elimination of the ASC 718 APIC pool 471 354 Adjustments to prior period tax liabilities (25 ) (4 ) Total income tax expense (benefit) $ 83 $ 948 |
Summary of Operating Loss Carryforwards | loss carryforwards, which expire as follows: Expiration Date NOL Available (in thousands) FY 2017 $ 802 FY 2019 11,898 FY 2020 8,128 FY 2022 7,526 FY 2023 2,346 FY 2027 20,167 FY 2028 22,527 FY 2029 27,684 FY 2030 28,043 FY 2031 5,647 FY 2032 600 FY 2033 1,345 FY 2034 — FY 2035 11,581 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Aug. 31, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic to Diluted Weighted-Average Shares Outstanding | The following table reconciles basic to diluted weighted-average shares outstanding for the three months ended August 31, 2015 and 2014 (in thousands): Three Months Ended Aug 31, 2015 Aug 31, 2014 Basic 35,960 35,367 Effect of dilutive securities — 518 Diluted 35,960 35,885 Securities excluded as their inclusion would be anti-dilutive 3,241 911 |
Segment and Geographic Inform27
Segment and Geographic Information (Tables) | 3 Months Ended |
Aug. 31, 2015 | |
Segment Reporting [Abstract] | |
Summary of Net Sales by Product Category | The table below summarizes net sales by product category (in thousands of dollars): Three Months Ended Aug 31, 2015 Aug 31, 2014 Net sales Peripheral Vascular $ 47,105 $ 47,266 Vascular Access 24,646 26,512 Oncology/Surgery 11,284 12,370 Supply Agreement 668 1,183 Total $ 83,703 $ 87,331 |
Summary of Net Sales by Geographic Area | The table below presents net sales by geographic area based on external customer location (in thousands of dollars): Three Months Ended Aug 31, 2015 Aug 31, 2014 Net sales United States $ 68,369 $ 68,559 International 14,666 17,589 Supply Agreement 668 1,183 Total $ 83,703 $ 87,331 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Aug. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities Measured on a Recurring Basis | The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis as of August 31, 2015 and May 31, 2015 (in thousands of dollars): Fair Value Measurements using inputs considered as: Fair Value at August 31, 2015 Level 1 Level 2 Level 3 Financial Assets Marketable securities U.S. government agency obligations $ — $ — $ 1,692 $ 1,692 Total — — 1,692 1,692 Total Financial Assets $ — $ — $ 1,692 $ 1,692 Financial Liabilities Interest rate swap agreements $ — $ 187 $ — $ 187 Contingent liability for acquisition earn out — — 45,688 45,688 Total Financial Liabilities $ — $ 187 $ 45,688 $ 45,875 Fair Value Measurements using inputs considered as: Fair Value at May 31, 2015 Level 1 Level 2 Level 3 Financial Assets Cash equivalents Money market funds $ — $ — $ — $ — Total $ — $ — $ — $ — Marketable securities U.S. government agency obligations $ — $ — $ 1,689 $ 1,689 Total — — 1,689 1,689 Total Financial Assets $ — $ — $ 1,689 $ 1,689 Financial Liabilities Interest rate swap agreements $ — $ 257 $ — $ 257 Contingent liability for acquisition earn out — — 47,384 47,384 Total Financial Liabilities $ — $ 257 $ 47,384 $ 47,641 |
Fair Value Measurements Using Significant Unobservable Inputs | The table below presents the changes in fair value components of Level 3 instruments in the three months ended August 31, 2015 (in thousands of dollars): Financial Assets Financial Liabilities Fair Value Measurements Fair Value Measurements Balance, May 31, 2015 $ 1,689 $ 47,384 Change in present value of contingent consideration (1) — 355 Currency (gain) loss from remeasurement — 49 Included in other comprehensive income (loss) 3 — Contingent consideration payments — (2,100 ) Balance, August 31, 2015 $ 1,692 $ 45,688 |
Summary Showing the Recurring Fair Value Measurements of the Contingent Consideration Liability | The recurring Level 3 fair value measurements of the contingent consideration liabilities include the following significant unobservable inputs as of August 31, 2015 (in thousands of dollars): Fair value at Valuation Aug 31, 2015 Technique Unobservable Input Range Revenue based payments $ 43,039 Discounted cash flow Discount rate 4% Probability of achieving sales 75-100% Projected fiscal year of payment 2016 - 2022 Milestone based payments 2,649 Discounted cash flow Discount rate 16% Probability of achieving milestone 75-100% Projected fiscal year of payment 2017 Total $ 45,688 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Aug. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | As of August 31, 2015 and May 31, 2015 , marketable securities consisted of the following (in thousands of dollars): As of August 31, 2015 Amortized cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities U.S. government agency obligations $ 1,825 $ — $ (133 ) $ 1,692 $ 1,825 $ — $ (133 ) $ 1,692 As of May 31, 2015 Amortized cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities U.S. government agency obligations $ 1,825 $ — $ (136 ) $ 1,689 $ 1,825 $ — $ (136 ) $ 1,689 |
Consolidated Financial Statem30
Consolidated Financial Statements - Additional Information (Detail) $ in Millions | Sep. 19, 2013USD ($) | Aug. 31, 2015USD ($) |
Recent Developments [Line Items] | ||
Ratio for debt service coverage | 1.35 | |
Ratio of indebtedness to consolidated EBITDA | 3.75 | |
New Credit Agreement [Member] | ||
Recent Developments [Line Items] | ||
Percentage of increase in interest | 2.00% | |
New Credit Agreement [Member] | Term Loan Facility [Member] | ||
Recent Developments [Line Items] | ||
Senior secured term loan facility | $ 100 | |
Term loan quarterly repayment, year one | 5.00% | |
Term loan quarterly repayment, year two | 5.00% | |
Term loan quarterly repayment, year three | 10.00% | |
Term loan quarterly repayment, year four | 15.00% | |
Term loan quarterly repayment, year five | 65.00% | |
New Credit Agreement [Member] | Senior Secured Revolving Credit Facility [Member] | ||
Recent Developments [Line Items] | ||
Senior secured term loan facility | $ 100 | |
New Credit Agreement [Member] | Senior Secured Revolving Credit Facility [Member] | Minimum [Member] | ||
Recent Developments [Line Items] | ||
Commitment fee, percentage | 0.20% | |
New Credit Agreement [Member] | Senior Secured Revolving Credit Facility [Member] | Maximum [Member] | ||
Recent Developments [Line Items] | ||
Commitment fee, percentage | 0.35% | |
New Credit Agreement [Member] | Letters of Credit [Member] | ||
Recent Developments [Line Items] | ||
Senior secured term loan facility | $ 20 | |
New Credit Agreement [Member] | Swingline Loans [Member] | ||
Recent Developments [Line Items] | ||
Senior secured term loan facility | 5 | |
New Credit Agreement [Member] | Revolving Credit Facility [Member] | ||
Recent Developments [Line Items] | ||
Initial amount borrowed under revolving facility | $ 41.4 | |
New Credit Agreement [Member] | Base Rate [Member] | JP Morgan Chase [Member] | ||
Recent Developments [Line Items] | ||
Percentage of increases leverage ratio base rate, minimum | 0.50% | |
Percentage of increases leverage ratio base rate, maximum | 1.25% | |
New Credit Agreement [Member] | Eurodollar [Member] | JP Morgan Chase [Member] | ||
Recent Developments [Line Items] | ||
Percentage of increases leverage ratio base rate, minimum | 1.50% | |
Percentage of increases leverage ratio base rate, maximum | 2.25% | |
Trademarks [Member] | ||
Recent Developments [Line Items] | ||
Trademark impairment | $ 6.4 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | May. 31, 2015 | |
Business Acquisition [Line Items] | |||
Goodwill acquired | $ 361,252 | $ 361,252 | |
Upfront payment included in total estimated purchase consideration | $ 0 | $ 154 | |
Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful life | 2 years | ||
Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful life | 15 years | ||
Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful life | 12 years | 12 years | |
Trademarks [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful life | 8 years 3 months 12 days | 8 years 3 months 12 days |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Aug. 31, 2015 | May. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 31,873 | $ 28,040 |
Work in process | 11,253 | 11,910 |
Finished goods | 31,201 | 27,438 |
Inventories | $ 74,327 | $ 67,388 |
Goodwill and Intangible Asset33
Goodwill and Intangible Assets - Additional Information (Detail) | 3 Months Ended |
Aug. 31, 2015 | |
Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets other than goodwill | 15 years |
Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets other than goodwill | 2 years |
Goodwill and Intangible Asset34
Goodwill and Intangible Assets - Goodwill by Segment (Detail) $ in Thousands | Aug. 31, 2015USD ($) |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | $ 361,252 |
Goodwill, Ending Balance | $ 361,252 |
Goodwill and Intangible Asset35
Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Aug. 31, 2015 | May. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, excluding goodwill | $ 276,127 | $ 276,105 |
Accumulated amortization | (98,728) | (94,299) |
Net carrying value, excluding goodwill | 177,399 | 181,806 |
Product Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 148,776 | 148,776 |
Accumulated amortization | (43,868) | (41,447) |
Net carrying value, finite intangible items | $ 104,908 | $ 107,329 |
Weighted avg useful life | 10 years 2 months 12 days | 10 years 2 months 12 days |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | $ 86,393 | $ 86,371 |
Accumulated amortization | (43,886) | (42,813) |
Net carrying value, finite intangible items | $ 42,507 | $ 43,558 |
Weighted avg useful life | 12 years | 12 years |
Trademark NAMIC [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted avg useful life | 10 years 8 months 12 days | 10 years 8 months 12 days |
Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | $ 3,600 | $ 3,600 |
Accumulated amortization | 0 | 0 |
Net carrying value, finite intangible items | 3,600 | 3,600 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 7,913 | 7,913 |
Accumulated amortization | (6,111) | (5,910) |
Net carrying value, finite intangible items | $ 1,802 | $ 2,003 |
Weighted avg useful life | 8 years 3 months 12 days | 8 years 3 months 12 days |
Research and Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, indefinite items | $ 900 | $ 900 |
Accumulated amortization | (900) | (900) |
Net carrying value, indefinite items | 0 | 0 |
Trademark NAMIC [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, indefinite items | 28,545 | 28,545 |
Accumulated amortization | (3,963) | (3,229) |
Net carrying value, indefinite items | $ 24,582 | $ 25,316 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Aug. 31, 2015 | May. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Payroll and related expenses | $ 7,465 | $ 10,330 |
Royalties | 2,183 | 2,237 |
Accrued severance | 153 | 158 |
Other | 757 | 489 |
Interest rate swap liability | 187 | 257 |
Accrued Professional Fees | 934 | 1,522 |
Deferred Revenue, Current | 792 | 558 |
Accrued Rent, Current | 21 | 808 |
Other | 2,674 | 1,972 |
Total | $ 15,166 | $ 18,331 |
Long Term Debt - Additional Inf
Long Term Debt - Additional Information (Detail) $ in Thousands | Sep. 19, 2013USD ($) | Aug. 31, 2015USD ($) | May. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||
Notional amount of interest rate swap agreement | $ 100,000 | ||
Fixed interest rate payments | 0.74% | ||
Long-term debt, net of current portion | $ 126,410 | $ 128,910 | |
Ratio for debt service coverage | 1.35 | ||
Ratio of indebtedness to consolidated EBITDA | 3.75 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | $ 46,400 | ||
New Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of increase in interest | 2.00% | ||
New Credit Agreement [Member] | Base Rate [Member] | JP Morgan Chase [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of increases leverage ratio base rate, minimum | 0.50% | ||
Percentage of increases leverage ratio base rate, maximum | 1.25% | ||
New Credit Agreement [Member] | Eurodollar [Member] | JP Morgan Chase [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of increases leverage ratio base rate, minimum | 1.50% | ||
Percentage of increases leverage ratio base rate, maximum | 2.25% | ||
New Credit Agreement [Member] | Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured term loan facility | $ 100,000 | ||
Term loan quarterly repayment, year one | 5.00% | ||
Term loan quarterly repayment, year two | 5.00% | ||
Term loan quarterly repayment, year three | 10.00% | ||
Term loan quarterly repayment, year four | 15.00% | ||
Term loan quarterly repayment, year five | 65.00% | ||
New Credit Agreement [Member] | Senior Secured Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured term loan facility | $ 100,000 | ||
New Credit Agreement [Member] | Senior Secured Revolving Credit Facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.20% | ||
New Credit Agreement [Member] | Senior Secured Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.35% | ||
New Credit Agreement [Member] | Letters of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured term loan facility | $ 20,000 | ||
New Credit Agreement [Member] | Swingline Loans [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured term loan facility | 5,000 | ||
New Credit Agreement [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Initial amount borrowed under revolving facility | 41,400 | ||
Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, net of current portion | $ 90,000 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense/(Benefit) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Income (loss) before income tax expense (benefit) | $ (674) | $ 1,418 |
Non-taxable portion of change in fair value of contingent consideration | 170 | 0 |
Ordinary income (loss) before income taxes | (844) | 1,418 |
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount [Abstract] | ||
Income tax expense / (benefit) based on ordinary income / (loss) at estimated tax rates | (363) | 598 |
Discrete tax expense (benefit): | ||
Adjustment for elimination of the ASC 718 APIC pool | 471 | 354 |
Adjustments to prior period tax liabilities | (25) | (4) |
Total income tax expense (benefit) | $ 83 | $ 948 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Income Tax Examination [Line Items] | ||
Estimated federal statutory income tax rate | 43.00% | 42.20% |
Federal statutory income tax rate | 35.00% | |
Loss carryforwards from acquisitions | $ 148.3 | |
Domestic Tax Authority [Member] | ||
Income Tax Examination [Line Items] | ||
Net deferred tax asset | $ 19.4 |
Income Taxes Net Operating Loss
Income Taxes Net Operating Loss Carryforwards (Details) $ in Thousands | Aug. 31, 2015USD ($) |
Operating Loss Carryforwards [Line Items] | |
Loss carryforwards from acquisitions | $ 148,300 |
FY 2,017 | |
Operating Loss Carryforwards [Line Items] | |
Loss carryforwards from acquisitions | 802 |
FY 2,019 | |
Operating Loss Carryforwards [Line Items] | |
Loss carryforwards from acquisitions | 11,898 |
FY 2,020 | |
Operating Loss Carryforwards [Line Items] | |
Loss carryforwards from acquisitions | 8,128 |
FY 2,022 | |
Operating Loss Carryforwards [Line Items] | |
Loss carryforwards from acquisitions | 7,526 |
FY 2,023 | |
Operating Loss Carryforwards [Line Items] | |
Loss carryforwards from acquisitions | 2,346 |
FY 2,027 | |
Operating Loss Carryforwards [Line Items] | |
Loss carryforwards from acquisitions | 20,167 |
FY 2,028 | |
Operating Loss Carryforwards [Line Items] | |
Loss carryforwards from acquisitions | 22,527 |
FY 2,029 | |
Operating Loss Carryforwards [Line Items] | |
Loss carryforwards from acquisitions | 27,684 |
FY 2,030 | |
Operating Loss Carryforwards [Line Items] | |
Loss carryforwards from acquisitions | 28,043 |
FY 2,031 | |
Operating Loss Carryforwards [Line Items] | |
Loss carryforwards from acquisitions | 5,647 |
FY 2,032 | |
Operating Loss Carryforwards [Line Items] | |
Loss carryforwards from acquisitions | 600 |
FY 2,033 | |
Operating Loss Carryforwards [Line Items] | |
Loss carryforwards from acquisitions | $ 1,345 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Amount of shares issuable through two stock-based compensation plans | 5.8 | |
Charges against income for share-based payment arrangements | $ 1.6 | $ 1.4 |
Unrecognized compensation expenses related to share-based payment arrangements | $ 15 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Basic to Diluted Weighted-Average Shares Outstanding (Detail) - shares shares in Thousands | 3 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Basic | 35,960 | 35,367 |
Effect of dilutive securities | 0 | 518 |
Diluted | 35,960 | 35,885 |
Segment and Geographic Inform43
Segment and Geographic Information - Additional Information (Detail) | 3 Months Ended |
Aug. 31, 2014Segment | |
Segment Reporting [Abstract] | |
Number of segment | 1 |
Segment and Geographic Inform44
Segment and Geographic Information - Summary of Net Sales by Product Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 83,703 | $ 87,331 |
Peripheral Vascular [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 47,105 | 47,266 |
Vascular Access [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 24,646 | 26,512 |
Oncology/Surgery [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 11,284 | 12,370 |
Supply Agreement [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ 668 | $ 1,183 |
Segment and Geographic Inform45
Segment and Geographic Information - Summary of Net Sales by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Net Sales | ||
Net sales | $ 83,703 | $ 87,331 |
Supply Agreement [Member] | ||
Net Sales | ||
Net sales | 668 | 1,183 |
Reportable Geographical Components [Member] | United States [Member] | ||
Net Sales | ||
Net sales | 68,369 | 68,559 |
Reportable Geographical Components [Member] | International [Member] | ||
Net Sales | ||
Net sales | 14,666 | 17,589 |
Reportable Geographical Components [Member] | Supply Agreement [Member] | ||
Net Sales | ||
Net sales | $ 668 | $ 1,183 |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) $ in Millions | Aug. 31, 2015USD ($) |
Fair Value Disclosures [Abstract] | |
Potential amount of undiscounted future contingent consideration | $ 52 |
Fair Value - Fair Value of Asse
Fair Value - Fair Value of Assets and Liabilities Measured on a Recurring Basis (Detail) - USD ($) $ in Thousands | Aug. 31, 2015 | May. 31, 2015 |
Recurring [Member] | ||
Financial Assets | ||
Cash equivalents | $ 0 | |
Marketable securities | $ 1,692 | 1,689 |
Total Financial Assets | 1,692 | 1,689 |
Financial Liabilities | ||
Total Financial Liabilities | 45,875 | 47,641 |
Recurring [Member] | Money Market Funds [Member] | ||
Financial Assets | ||
Cash equivalents | 0 | |
Recurring [Member] | U.S. Government Agency Obligations [Member] | ||
Financial Assets | ||
Marketable securities | 1,692 | 1,689 |
Interest Rate Swap Agreements [Member] | Recurring [Member] | ||
Financial Liabilities | ||
Total Financial Liabilities | 187 | 257 |
Contingent Consideration Earn Out Liability [Member] | ||
Financial Liabilities | ||
Total Financial Liabilities | 45,688 | |
Contingent Consideration Earn Out Liability [Member] | Recurring [Member] | ||
Financial Liabilities | ||
Total Financial Liabilities | 47,384 | |
Level 1 [Member] | Recurring [Member] | ||
Financial Assets | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Total Financial Assets | 0 | 0 |
Financial Liabilities | ||
Total Financial Liabilities | 0 | 0 |
Level 1 [Member] | Recurring [Member] | Money Market Funds [Member] | ||
Financial Assets | ||
Cash equivalents | 0 | |
Level 1 [Member] | Recurring [Member] | U.S. Government Agency Obligations [Member] | ||
Financial Assets | ||
Marketable securities | 0 | 0 |
Level 1 [Member] | Interest Rate Swap Agreements [Member] | Recurring [Member] | ||
Financial Liabilities | ||
Total Financial Liabilities | 0 | 0 |
Level 1 [Member] | Contingent Consideration Earn Out Liability [Member] | Recurring [Member] | ||
Financial Liabilities | ||
Total Financial Liabilities | 0 | |
Level 2 [Member] | Recurring [Member] | ||
Financial Assets | ||
Cash equivalents | 0 | |
Marketable securities | 0 | 0 |
Total Financial Assets | 0 | 0 |
Financial Liabilities | ||
Total Financial Liabilities | 187 | 257 |
Level 2 [Member] | Recurring [Member] | Money Market Funds [Member] | ||
Financial Assets | ||
Cash equivalents | 0 | |
Level 2 [Member] | Recurring [Member] | U.S. Government Agency Obligations [Member] | ||
Financial Assets | ||
Marketable securities | 0 | 0 |
Level 2 [Member] | Interest Rate Swap Agreements [Member] | Recurring [Member] | ||
Financial Liabilities | ||
Total Financial Liabilities | 187 | 257 |
Level 2 [Member] | Contingent Consideration Earn Out Liability [Member] | Recurring [Member] | ||
Financial Liabilities | ||
Total Financial Liabilities | 0 | |
Level 3 [Member] | Recurring [Member] | ||
Financial Assets | ||
Cash equivalents | 0 | |
Marketable securities | 1,692 | 1,689 |
Total Financial Assets | 1,692 | 1,689 |
Financial Liabilities | ||
Total Financial Liabilities | 45,688 | 47,384 |
Level 3 [Member] | Recurring [Member] | Money Market Funds [Member] | ||
Financial Assets | ||
Cash equivalents | 0 | |
Level 3 [Member] | Recurring [Member] | U.S. Government Agency Obligations [Member] | ||
Financial Assets | ||
Marketable securities | 1,692 | 1,689 |
Level 3 [Member] | Interest Rate Swap Agreements [Member] | Recurring [Member] | ||
Financial Liabilities | ||
Total Financial Liabilities | 0 | 0 |
Level 3 [Member] | Contingent Consideration Earn Out Liability [Member] | Recurring [Member] | ||
Financial Liabilities | ||
Total Financial Liabilities | $ 45,688 | $ 47,384 |
Fair Value - Fair Value Measure
Fair Value - Fair Value Measurements Using Significant Unobservable Inputs (Detail) $ in Thousands | 3 Months Ended |
Aug. 31, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Financial assets, begining balance | $ 1,689 |
Financial liabilities, begining balance | 47,384 |
Currency translation adjustment, assets | 0 |
Currency translation adjustment, liabilities | 49 |
Included in other comprehensive income, assets | (3) |
Included in other comprehensive income, liabilities | 0 |
Contingent consideration - Clinical Devices, assets | 0 |
Financial assets, ending balance | 1,692 |
Financial liabilities, ending balance | 45,688 |
Clinical Devices B.V [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration - Clinical Devices, liabilities | $ (2,100) |
Fair Value - Summary Showing th
Fair Value - Summary Showing the Recurring Fair Value Measurements of the Contingent Consideration Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2015 | May. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
November 30, 2014 | $ 45,688 | $ 47,384 |
Contingent Consideration Earn Out Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value financial liabilities | 45,688 | |
Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value financial liabilities | 45,875 | 47,641 |
Recurring [Member] | Contingent Consideration Earn Out Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value financial liabilities | 47,384 | |
Level 3 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value financial liabilities | 45,688 | 47,384 |
Level 3 [Member] | Recurring [Member] | Contingent Consideration Earn Out Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value financial liabilities | 45,688 | $ 47,384 |
Level 3 [Member] | Revenue Based Payments [Member] | Recurring [Member] | Contingent Consideration Earn Out Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
November 30, 2014 | $ 43,039 | |
Level 3 [Member] | Revenue Based Payments [Member] | Minimum [Member] | Recurring [Member] | Contingent Consideration Earn Out Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rate | 4.00% | |
Probability of payment | 75.00% | |
Projected fiscal year of payment | 2,015 | |
Level 3 [Member] | Revenue Based Payments [Member] | Maximum [Member] | Recurring [Member] | Contingent Consideration Earn Out Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rate | 10.00% | |
Probability of payment | 100.00% | |
Projected fiscal year of payment | 2,022 | |
Level 3 [Member] | Milestone Based Payments [Member] | Recurring [Member] | Contingent Consideration Earn Out Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
November 30, 2014 | $ 2,649 | |
Level 3 [Member] | Milestone Based Payments [Member] | Minimum [Member] | Recurring [Member] | Contingent Consideration Earn Out Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rate | 16.00% | |
Probability of payment | 75.00% | |
Projected fiscal year of payment | 2,015 | |
Level 3 [Member] | Milestone Based Payments [Member] | Maximum [Member] | Recurring [Member] | Contingent Consideration Earn Out Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rate | 20.00% | |
Probability of payment | 100.00% | |
Projected fiscal year of payment | 2,017 |
Fair Value - Summary Showing Re
Fair Value - Summary Showing Reconciliation of the Contingent Payments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2015 | May. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Measurement With Unobservable Inputs Reconciliation, Recurring Basis, Liability, Currency Translation Adjustment | $ 49 | |
November 30, 2014 | $ 45,688 | $ 47,384 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) $ in Millions | Aug. 31, 2015USD ($)Investment | May. 31, 2015USD ($) |
Marketable Securities [Abstract] | ||
Investments in auction rate securities that failed auctions | $ 1.7 | $ 1.7 |
Number of investments | Investment | 2 |
Marketable Securities - Marketa
Marketable Securities - Marketable Securities (Detail) - USD ($) $ in Thousands | Aug. 31, 2015 | May. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | $ 1,825 | $ 1,825 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (133) | (136) |
Fair Value | 1,692 | 1,689 |
U.S. Government Agency Obligations [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 1,825 | 1,825 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (133) | (136) |
Fair Value | $ 1,692 | $ 1,689 |
Commitments and Continfencies -
Commitments and Continfencies - Additional Information (Detail) $ in Millions | Mar. 18, 2014USD ($) | Nov. 08, 2012USD ($) | Jan. 02, 2008Lawsuit | Aug. 31, 2015patent_claimPetition |
Loss Contingencies [Line Items] | ||||
Litigation settlement amount | $ 74.9 | |||
Biolitec [Member] | ||||
Loss Contingencies [Line Items] | ||||
Number of lawsuits against biolitec previously settled for which seeking defense and indemnification | Lawsuit | 2 | |||
Partial judgment granted | $ 23.2 | |||
C.R. Bard, Inc. [Member] | ||||
Loss Contingencies [Line Items] | ||||
Number of petitions filed for reexamination of patents | Petition | 3 | |||
Patent claims | patent_claim | 41,000 | |||
Rejected patent claims | patent_claim | 40,000 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) $ in Millions | 3 Months Ended |
Aug. 31, 2015USD ($) | |
Selling and Marketing Expense [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Severance expense | $ 1.1 |
Immaterial Corrections (Details
Immaterial Corrections (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Aug. 31, 2015 | Aug. 31, 2014 | May. 31, 2015 | Feb. 28, 2014 | May. 31, 2013 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net sales | $ 83,703 | $ 87,331 | |||
Cost of sales | 40,529 | 41,506 | |||
Gross profit | 43,174 | 45,825 | |||
Total operating expenses | 42,104 | 42,583 | |||
Operating income | 1,070 | 3,242 | |||
Total other income (expenses) | (1,744) | (1,824) | |||
Income (loss) before taxes | (674) | 1,418 | |||
Income tax expense (benefit) | (83) | (948) | |||
Net income (loss) | (757) | 470 | |||
Cash and cash equivalents | 20,268 | $ 18,391 | $ 13,808 | $ 16,105 | |
Accounts receivable, net of allowances | 52,424 | 58,428 | |||
Inventories | 74,327 | 67,388 | |||
Prepaid expenses and other | 6,385 | 4,783 | |||
Total current assets | 160,025 | 155,813 | |||
Property, plant and equipment - at cost, net | 52,799 | 54,560 | |||
Other assets | 4,818 | 5,288 | |||
Goodwill | 361,252 | 361,252 | |||
Deferred income taxes, long-term | 15,496 | 14,904 | |||
Total assets | 771,789 | 773,623 | |||
Accrued liabilities | 15,166 | 18,331 | |||
Total current liabilities | 60,651 | 61,157 | |||
Total liabilities | 224,666 | 228,601 | |||
Additional paid-in capital | 523,004 | 520,101 | |||
Retained earnings | 27,476 | 28,233 | |||
Total stockholders' equity | 547,123 | 545,022 | |||
Intangible assets, net | 177,399 | 181,806 | |||
Accounts payable | 24,942 | $ 23,668 | |||
Total comprehensive income (loss), net of tax | (804) | 496 | |||
Research and development | $ 6,202 | $ 6,718 |