Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Nov. 30, 2017 | Jan. 02, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 30, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
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 | 36,745,425 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Income (Loss) (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 86,706 | $ 89,029 | $ 172,117 | $ 177,127 |
Cost of sales (exclusive of intangible amortization) | 43,975 | 44,019 | 88,157 | 87,085 |
Gross profit | 42,731 | 45,010 | 83,960 | 90,042 |
Operating expenses | ||||
Research and development | 6,107 | 5,913 | 12,548 | 12,622 |
Sales and marketing | 18,967 | 19,469 | 38,369 | 38,924 |
General and administrative | 7,540 | 7,839 | 15,596 | 16,040 |
Amortization of intangibles | 4,146 | 4,291 | 8,242 | 8,526 |
Change in fair value of contingent consideration | 82 | (15,951) | 187 | (15,508) |
Acquisition, restructuring and other items, net | 4,766 | 7,861 | 7,755 | 10,278 |
Total operating expenses | 41,608 | 29,422 | 82,697 | 70,882 |
Operating income | 1,123 | 15,588 | 1,263 | 19,160 |
Other (expenses) income | ||||
Interest expense, net | (760) | (810) | (1,483) | (1,529) |
Other income (expense) | (280) | (363) | 287 | (313) |
Total other expenses, net | (1,040) | (1,173) | (1,196) | (1,842) |
Income before income tax expense | 83 | 14,415 | 67 | 17,318 |
Income tax expense (benefit) | (166) | 681 | (147) | 2,284 |
Net income | $ 249 | $ 13,734 | $ 214 | $ 15,034 |
Income (loss) per share | ||||
Basic (in usd per share) | $ 0.01 | $ 0.37 | $ 0.01 | $ 0.41 |
Diluted (in usd per share) | $ 0.01 | $ 0.37 | $ 0.01 | $ 0.41 |
Basic weighted average shares outstanding (in shares) | 37,066 | 36,807 | 36,983 | 36,606 |
Diluted weighted average shares outstanding (in shares) | 37,383 | 37,146 | 37,322 | 37,000 |
Consolidated Condensed Stateme3
Consolidated Condensed Statements of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 249 | $ 13,734 | $ 214 | $ 15,034 |
Other comprehensive income (loss), before tax: | ||||
Unrealized gain (loss) on marketable securities | 45 | 6 | 45 | 0 |
Foreign currency translation | 150 | (571) | 433 | (862) |
Other comprehensive income (loss), before tax | 195 | (565) | 478 | (862) |
Income tax expense related to items of other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive income (loss), net of tax | 195 | (565) | 478 | (862) |
Total comprehensive income, net of tax | $ 444 | $ 13,169 | $ 692 | $ 14,172 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets (unaudited) - USD ($) $ in Thousands | Nov. 30, 2017 | May 31, 2017 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 49,856 | $ 47,544 |
Marketable securities | 1,260 | 1,215 |
Accounts receivable, net of allowances of $2,904 and $2,945, respectively | 42,073 | 44,523 |
Inventories | 54,032 | 54,506 |
Prepaid income taxes | 432 | 336 |
Prepaid expenses and other | 4,842 | 5,790 |
Total current assets | 152,495 | 153,914 |
Property, plant and equipment, net | 43,767 | 45,234 |
Other assets | 2,855 | 1,886 |
Intangible assets, net | 137,437 | 145,675 |
Goodwill | 361,252 | 361,252 |
Total assets | 697,806 | 707,961 |
CURRENT LIABILITIES | ||
Accounts payable | 21,800 | 18,087 |
Accrued liabilities | 30,800 | 38,804 |
Current portion of long-term debt | 5,000 | 5,000 |
Current portion of contingent consideration | 2,060 | 9,625 |
Total current liabilities | 59,660 | 71,516 |
Long-term debt, net of current portion | 88,973 | 91,320 |
Deferred income taxes | 26,006 | 26,112 |
Contingent consideration, net of current portion | 1,138 | 3,136 |
Other long-term liabilities | 809 | 850 |
Total liabilities | 176,586 | 192,934 |
Commitments and contingencies (Note 12) | ||
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; 37,481,675 and 37,210,091 shares issued and 37,111,675 and 36,840,091 shares outstanding at November 30, 2017 and May 31, 2017, respectively | 369 | 367 |
Additional paid-in capital | 538,403 | 532,705 |
Accumulated deficit | (10,992) | (11,007) |
Treasury stock, 370,000 shares at November 30, 2017 and May 31, 2017, respectively | (5,714) | (5,714) |
Accumulated other comprehensive loss | (846) | (1,324) |
Total Stockholders’ Equity | 521,220 | 515,027 |
Total Liabilities and Stockholders' Equity | $ 697,806 | $ 707,961 |
Consolidated Condensed Balance5
Consolidated Condensed Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Nov. 30, 2017 | May 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 3,152 | $ 2,945 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 37,397,986 | 37,210,091 |
Common stock, shares outstanding | 37,027,986 | 36,840,091 |
Treasury stock, shares | 370,000 | 370,000 |
Consolidated Condensed Stateme6
Consolidated Condensed Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Nov. 30, 2017 | Nov. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 214 | $ 15,034 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 11,677 | 12,286 |
Stock based compensation | 3,763 | 3,385 |
Change in fair value of contingent consideration | 187 | (15,508) |
Gain on contingent consideration for IPR&D Write-off | (106) | 2,070 |
Bad debt expense | 280 | (610) |
Impairment loss on indefinite-lived intangible assets | 8 | 3,744 |
Other Asset Impairment Charges | 0 | 2,685 |
Write-off of other assets | (557) | (576) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 2,299 | 3,043 |
Intercompany | 598 | (1,558) |
Prepaid expenses and other | (703) | (468) |
Accounts payable, accrued and other liabilities | (4,459) | (1,140) |
Net cash provided by operating activities | 13,201 | 22,387 |
Cash flows from investing activities: | ||
Additions to property, plant and equipment | (1,222) | (1,846) |
Proceeds from Sale and Maturity of Marketable Securities | 0 | 450 |
Net cash used in investing activities | (1,222) | (1,396) |
Cash flows from financing activities: | ||
Proceeds from issuance of and borrowings on long-term debt | 0 | 116,471 |
Repayment of long-term debt | (2,500) | (121,410) |
Payments of Debt Issuance Costs | 0 | 1,177 |
Payment of acquisition related contingent consideration | (9,500) | (9,850) |
Payments for Repurchase of Common Stock | 0 | (7,840) |
Proceeds from exercise of stock options and employee stock purchase plan | 1,738 | 6,404 |
Net cash used in financing activities | (10,262) | (17,402) |
Effect of exchange rate changes on cash and cash equivalents | 595 | (258) |
Increase in cash and cash equivalents | 2,312 | 3,331 |
Cash and cash equivalents at beginning of period | 47,544 | 32,333 |
Cash and cash equivalents at end of period | 49,856 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Contractual obligations for acquisition of fixed assets | $ 98 | $ 22 |
Consolidated Condensed Stateme7
Consolidated Condensed Statement of Stockholders' Equity (unaudited) - 6 months ended Nov. 30, 2017 - USD ($) $ in Thousands | Total | Common Stock [Member] | Common Stock [Member]Restricted Stock Units (RSUs) [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] |
Beginning Balance at May. 31, 2017 | $ 515,027 | $ 367 | $ 532,705 | $ (11,007) | $ (1,324) | $ (5,714) | |
Beginning Balance, Shares at May. 31, 2017 | 37,210,091 | ||||||
Beginning Balance,Treasury Shares at May. 31, 2017 | (370,000) | (370,000) | |||||
Net income | $ 214 | 214 | |||||
Exercise of stock options | 1,015 | $ 1 | 1,014 | ||||
Exercise of stock options, Shares | 96,108 | ||||||
Issuance/Cancellation of performance share units and restricted stock units, net | 1 | $ 1 | |||||
Issuance/Cancellation of performance share units and restricted stock units, net, Shares | 124,576 | ||||||
Purchase of common stock under ESPP | 722 | 722 | |||||
Purchase of common stock under ESPP, Shares | 50,900 | ||||||
Stock based compensation | 3,763 | 3,763 | |||||
Other comprehensive income, net of tax | 478 | 478 | |||||
Ending Balance at Nov. 30, 2017 | $ 521,220 | $ 369 | $ 538,403 | $ (10,992) | $ (846) | $ (5,714) | |
Ending Balance, Shares at Nov. 30, 2017 | 37,481,675 | ||||||
Ending Balance,Treasury Shares at Nov. 30, 2017 | (370,000) | (370,000) |
Consolidated Condensed Financia
Consolidated Condensed Financial Statements | 6 Months Ended |
Nov. 30, 2017 | |
Accounting Policies [Abstract] | |
Consolidated Condensed Financial Statements | CONSOLIDATED FINANCIAL STATEMENTS The consolidated balance sheet as of November 30, 2017 , the consolidated statement of stockholders’ equity for the six months ended November 30, 2017 and the consolidated statements of income, consolidated statements of comprehensive income for the three and six months ended November 30, 2017 and 2016 , and consolidated statements of cash flows for the six months ended November 30, 2017 and 2016 have been prepared by us and are unaudited. The consolidated balance sheet as of May 31, 2017 was derived from audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to state fairly the financial position, changes in stockholders’ equity and comprehensive income, results of operations and cash flows as of and for the period ended November 30, 2017 (and for all periods presented) have been made. The unaudited interim consolidated financial statements for the three and six months ended November 30, 2017 and 2016 include the accounts of AngioDynamics, Inc. and its wholly owned subsidiaries, collectively, the “Company”. All intercompany balances and transactions have been eliminated. Reclassifications A reclassification was made to conform the prior year consolidated financial statements to reclassify bad debt expense from Sales and marketing to General and administrative. The amount of the reclassification related to the three and six months ended November 30, 2016 is $0.06 million and $0.09 million , respectively. |
Inventories
Inventories | 6 Months Ended |
Nov. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories are stated at lower of cost (using the first-in, first-out method) or market. As of November 30, 2017 and May 31, 2017 , inventories consisted of the following: Nov 30, 2017 May 31, 2017 (in thousands) Raw materials $ 18,724 $ 17,563 Work in process 10,495 12,602 Finished goods 24,813 24,341 Inventories $ 54,032 $ 54,506 The Company periodically reviews for both obsolescence and loss of value. The Company makes assumptions about the future demand for and market value of the inventory. Based on these assumptions, the Company estimates the amount of obsolete, expiring and slow moving inventory. The total inventory reserve at November 30, 2017 and May 31, 2017 was $6.9 million and $7.3 million , respectively. Of the $6.9 million reserve for fiscal year 2018, $1.4 million relates to the inventory reserve for Acculis inventory as a result of the recall announced in the fourth quarter of fiscal year 2017. In addition, a specific reserve of $1.7 million was recorded during the second quarter of fiscal year 2018 related to the termination of an agreement with a Japanese distributor. Of the $7.3 million in the prior year, $2.4 million relates to the inventory reserve for Acculis inventory as a result of the recall. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Intangible assets other than goodwill are amortized over their estimated useful lives on either a straight-line basis or proportionately to the benefit being realized. Useful lives range from two to eighteen years. The Company periodically reviews the estimated useful lives of our intangible assets and review such assets or asset groups for impairment whenever events or changes in circumstances indicate that the carrying value of the assets or asset groups may not be recoverable. If an intangible asset or asset group is considered to be impaired, the amount of the impairment will equal the excess of the carrying value over the fair value of the asset. Goodwill is not amortized, but rather, is tested for impairment annually or more frequently if impairment indicators arise. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. The Company's annual testing for impairment of goodwill was completed as of December 31, 2016. 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, 2016, 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, 2017. The Company continued to assess for potential impairment through November 30, 2017 and noted no events that would be considered a triggering event. There were no adjustments to goodwill for the six months ended November 30, 2017 . As of November 30, 2017 and May 31, 2017 , intangible assets consisted of the following: November 30, 2017 Gross carrying value Accumulated amortization Net carrying value (in thousands) Product technologies $ 147,176 $ (64,188 ) $ 82,988 Customer relationships 56,453 (21,310 ) 35,143 Trademarks 28,400 (10,495 ) 17,905 Licenses 4,487 (4,016 ) 471 Distributor relationships 1,250 (320 ) 930 $ 237,766 $ (100,329 ) $ 137,437 May 31, 2017 Gross carrying value Accumulated amortization Net carrying value (in thousands) Product technologies $ 147,172 $ (59,696 ) $ 87,476 Customer relationships 56,375 (19,194 ) 37,181 Trademarks 28,400 (9,069 ) 19,331 Licenses 4,487 (3,821 ) 666 Distributor relationships 1,250 (229 ) 1,021 $ 237,684 $ (92,009 ) $ 145,675 Amortization expense for the three months ended November 30, 2017 and 2016 was $4.1 million and $4.3 million , respectively. Amortization expense for the six months ended November 30, 2017 and 2016 was $8.2 million and $8.5 million , respectively. Expected future amortization expense related to the intangible assets is as follows: (in thousands) Remainder of 2018 $ 8,264 2019 16,132 2020 14,578 2021 13,627 2022 12,951 2023 and thereafter 71,885 $ 137,437 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Nov. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES As of November 30, 2017 and May 31, 2017 , accrued liabilities consisted of the following: Nov 30, 2017 May 31, 2017 (in thousands) Payroll and related expenses $ 8,034 $ 11,383 Royalties 1,313 2,885 Accrued severance 2,844 2,075 Sales and franchise taxes 861 856 Outside services 1,012 1,622 Litigation matters 12,500 12,500 Acculis recall liability 123 2,563 Other 4,113 4,920 $ 30,800 $ 38,804 In the fourth quarter of fiscal year 2017, the Company issued a voluntary recall of its Acculis probes that were sold over the past two years. As a result of Acculis probe returns that were replaced with Solero probes, the deferral of revenue related to the Acculis recall was $0.1 million at November 30, 2017 compared to $2.6 million at May 31, 2017. |
Long Term Debt
Long Term Debt | 6 Months Ended |
Nov. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long Term Debt | LONG TERM DEBT On November 7, 2016, the Company 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 JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Keybank National Association as joint bookrunners and joint lead arrangers. The Credit Agreement provides for a $100.0 million senior secured term loan facility (“Term Loan”) and a $150.0 million senior secured revolving credit facility, which includes up to a $20.0 million sublimit for letters of credit and a $5.0 million sublimit for swingline loans (the “Revolving Facility”, and together with the Term Loan, the “Facilities”). On November 7, 2016, the Company borrowed $100.0 million under the Term Loan and approximately $16.5 million under the Revolving Facility to repay the balance of $116.5 million under the former credit agreement. As of February 28, 2017 the revolver was paid off in full. As of November 30, 2017 and May 31, 2017 the carrying value of long-term debt approximates its fair market value. The interest rate on the Term Loan at November 30, 2017 was 2.75% . The Company was in compliance with the Credit Agreement covenants as of November 30, 2017 . The Company's maturities of principal obligations under the Credit Agreement are as follows, as of November 30, 2017 : (in thousands) Remainder of 2018 $ 2,500 2019 5,000 2020 7,500 2021 11,250 2022 68,750 Total term loan 95,000 Revolving facility — Total debt 95,000 Less: Unamortized debt issuance costs (1,027 ) Total 93,973 Less: Current portion of long-term debt (5,000 ) Total long-term debt, net $ 88,973 |
Income Taxes
Income Taxes | 6 Months Ended |
Nov. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year adjusted for any discrete events, which are recorded in the period that they occur. The estimated annual effective tax rate prior to discrete items was 59.8% in the second quarter of fiscal 2018 , as compared to 47.3% for the same period in fiscal 2017 . The Company’s effective tax rate differs from the U.S. statutory rate primarily due to a valuation allowance, the impact of the deferred tax liability related to indefinite lived intangibles, foreign taxes and state taxes. A valuation allowance is established if it is more likely than not that all, or a portion of the deferred tax asset will not be realized. The Company has established that it is more likely than not that some, or all of their deferred tax assets will not be recognized in future years. Consequently, the Company continues to maintain a full U.S. valuation allowance on its net deferred tax assets. Management will continue to reevaluate the positive and negative evidence at each reporting period and if future results as projected in the U.S. and our tax planning strategies are favorable, the valuation allowance may be removed, which could have a favorable material impact on our results of operations in the period in which it is recorded. Subsequent to the quarter ended November 30, 2017 , the “Tax Cuts and Jobs Act” was enacted on December 22, 2017, and is effective for tax periods beginning on January 1, 2018. The enactment of this legislation would result in a significant tax benefit of approximately $9.3 million recorded in the period of enactment, principally related to the reduction of the corporate income tax rate from 35% to 21% and its effect on its deferred tax liability of long-lived intangibles. As of May 31, 2017, the gross taxable temporary difference related to long-lived intangibles was $71.8 million . The Company maintains a full U.S. valuation allowance on all of its other net deferred tax assets and the legislation is not expected to have a material impact. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Nov. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION The Company has two stock-based compensation plans that provide for the issuance of up to approximately 9.5 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. The Company also has an employee stock purchase plan. For the three months ended November 30, 2017 and 2016 , share-based payment expense was $2.0 million and $1.7 million , respectively. For the six months ended November 30, 2017 and 2016 , share-based payment expense was $3.8 million and $3.4 million , respectively. During the six months ended November 30, 2017 and 2016 , the Company granted stock options and restricted stock units under the 2004 Plan to certain employees and members of the Board of Directors. Stock option awards are valued using the Black-Scholes option-pricing model and then amortized on a straight-line basis over the requisite service period of the award. Restricted stock unit awards are valued based on the closing trading value of the Company's shares on the date of grant and then amortized on a straight-line basis over the requisite service period of the award. In the six months of fiscal year 2018 , 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 the Company's shares on the date of grant and use a Monte Carlo simulation model. As of November 30, 2017 , there was $16.3 million of unrecognized compensation expense 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 | 6 Months Ended |
Nov. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE Basic earnings per share is based on the weighted average number of common shares outstanding without consideration of potential common stock. Diluted earnings per share includes the dilutive effect of potential common stock consisting of stock options, restricted stock units and performance stock units, provided that the inclusion of such securities is not anti-dilutive. In periods with a net loss, stock options and restricted stock units are not included in the computation of diluted loss per share as the impact would be anti-dilutive. The following table reconciles basic to diluted weighted-average shares outstanding for the three and six months ended November 30, 2017 and 2016 (in thousands): Three Months Ended Six Months Ended (in thousands) Nov 30, 2017 Nov 30, 2016 Nov 30, 2017 Nov 30, 2016 Basic 37,066 36,807 36,983 36,606 Effect of dilutive securities 317 339 339 394 Diluted 37,383 37,146 37,322 37,000 Securities excluded as their inclusion would be anti-dilutive 1,124 980 1,095 916 |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Nov. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | SEGMENT AND GEOGRAPHIC INFORMATION The Company considers our business to be a single operating segment entity engaged in the development, manufacture and sale of medical devices for vascular access, peripheral vascular disease, oncology and surgery on a global basis. The Company's 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 Six Months Ended (in thousands) Nov 30, 2017 Nov 30, 2016 Nov 30, 2017 Nov 30, 2016 Net sales Peripheral Vascular $ 51,368 $ 53,696 $ 101,234 $ 105,725 Vascular Access 22,574 23,553 45,812 48,558 Oncology/Surgery 12,764 11,780 25,071 22,844 Total $ 86,706 $ 89,029 $ 172,117 $ 177,127 The table below presents net sales by geographic area based on external customer location (in thousands of dollars): Three Months Ended Six Months Ended (in thousands) Nov 30, 2017 Nov 30, 2016 Nov 30, 2017 Nov 30, 2016 Net sales United States $ 68,301 $ 71,431 $ 137,232 $ 143,638 International 18,405 17,598 34,885 33,489 Total $ 86,706 $ 89,029 $ 172,117 $ 177,127 |
Fair Value
Fair Value | 6 Months Ended |
Nov. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value | FAIR VALUE On a recurring basis, the Company measures certain financial assets and financial liabilities at fair value based upon quoted market prices, where available. Where quoted market prices or other observable inputs are not available, the Company applies valuation techniques to estimate fair value. FASB ASC Topic 820, Fair Value Measurements and Disclosures, establishes a three-level valuation hierarchy for disclosure of fair value measurements. The categorization of financial assets and financial liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows: • Level 1 - Inputs to the valuation methodology are quoted market prices for identical assets or liabilities. • Level 2 - Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs. • Level 3 - Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk. The Company's financial instruments include cash and cash equivalents, accounts receivable, marketable securities, accounts payable and contingent consideration. The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximates fair value due to the immediate or short-term maturities. The Company's recurring fair value measurements using significant unobservable inputs (Level 3) relate to our marketable securities, which are comprised of auction rate securities, and our contingent consideration liabilities. The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis as of November 30, 2017 and May 31, 2017 (in thousands of dollars): Fair Value Measurements using inputs considered as: Fair Value at November 30, 2017 (in thousands) Level 1 Level 2 Level 3 Financial Assets: Marketable securities U.S. government agency obligations $ — $ — $ 1,260 $ 1,260 Total Financial Assets $ — $ — $ 1,260 $ 1,260 Financial Liabilities: Contingent consideration for acquisition earn out $ — $ — $ 3,198 $ 3,198 Total Financial Liabilities $ — $ — $ 3,198 $ 3,198 Fair Value Measurements using inputs considered as: Fair Value at May 31, 2017 (in thousands) Level 1 Level 2 Level 3 Financial Assets: Marketable securities U.S. government agency obligations $ — $ — $ 1,215 $ 1,215 Total Financial Assets $ — $ — $ 1,215 $ 1,215 Financial Liabilities: Contingent consideration for acquisition earn out $ — $ — $ 12,761 $ 12,761 Total Financial Liabilities $ — $ — $ 12,761 $ 12,761 There were no transfers between Level 1, 2 and 3 for the three and six months ended November 30, 2017 . The table below presents the changes in fair value components of Level 3 instruments in the three and six months ended November 30, 2017 : Three Months Ended November 30, 2017 Financial Assets Financial Liabilities (in thousands) Fair Value Measurements (Level 3) Fair Value Measurements (Level 3) Balance, August 31, 2017 $ 1,215 $ 10,766 Total gains or losses (realized/unrealized): Change in present value of contingent consideration — 82 Included in other comprehensive income (loss) 45 — Currency gain (loss) from remeasurement — — Proceeds from sale or maturity of marketable securities — — Transfers in and/or (out) of Level 3 — — Contingent consideration payments — (7,650 ) Balance, November 30, 2017 $ 1,260 $ 3,198 Six Months Ended November 30, 2017 Financial Assets Financial Liabilities (in thousands) Fair Value Measurements (Level 3) Fair Value Measurements (Level 3) Balance, May 31, 2017 $ 1,215 $ 12,761 Total gains or losses (realized/unrealized): Change in present value of contingent consideration — 187 Included in other comprehensive income (loss) 45 — Transfers in and/or (out) of Level 3 — — Contingent consideration payments — (9,750 ) Balance, November 30, 2017 $ 1,260 $ 3,198 Contingent Consideration for Acquisition Earn Outs Some 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 and 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 November 30, 2017 (in thousands of dollars): Fair value at Valuation (in thousands) Nov 30, 2017 Technique Unobservable Input Range Revenue based payments $ 3,198 Discounted cash flow Discount rate 4% Probability of payment 100% Projected fiscal year of payment 2019-2020 At November 30, 2017 , the estimated potential amount of undiscounted future contingent consideration that we expect to pay as a result of all completed acquisitions is approximately $3.3 million , which represents the remaining contractual minimum payments. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Nov. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | MARKETABLE SECURITIES Marketable securities, which can be government agency bonds, auction rate investments or 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 an investment in an auction rate security that is high credit quality and generally achieved with municipal bond insurance. 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 security in the near term. We have not participated in any recent auctions. As of November 30, 2017 and May 31, 2017 , we had $1.3 million and $1.2 million , respectively, in investments in one auction rate security. The authorities are current in their interest payments on the security. The auction rate security will mature in 2029. As of November 30, 2017 and May 31, 2017 , marketable securities consisted of the following (in thousands of dollars): November 30, 2017 (in thousands) Amortized cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: Government agency obligations $ 1,350 $ — $ (90 ) $ 1,260 $ 1,350 $ — $ (90 ) $ 1,260 May 31, 2017 (in thousands) Amortized cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: Government agency obligations $ 1,350 $ — $ (135 ) $ 1,215 $ 1,350 $ — $ (135 ) $ 1,215 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Nov. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES 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 our implantable port products infringe on three U.S. patents held by Bard (the "Utah Action"). Bard’s Complaint sought 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") seeking to invalidate all three patents asserted by Bard in the litigation. Our petitions were granted and 40 of Bard's 41 patent claims were rejected and, following further proceedings, the Patent Office issued a Final Rejection of all 40 claims subject to reexamination. Thereafter, Bard filed appeals to the PTO Board of Appeals and Interferences for all three reexams. The parties completed briefing on the appeals and oral argument was held on June 18, 2015. The Patent Office issued decisions in all three appeals. In one (issued on March 11, 2016 for US Patent No. 7,785,302), the rejections of six of the ten claims under reexamination were affirmed, but were reversed on four of the ten claims. In the second (issued on March 24, 2016 for U.S. Patent No. 7,959,615), the rejections of eight of the ten claims under reexamination were affirmed but the rejections of the other two of the ten claims were reversed. In the third (issued on March 29 for U.S. Patent No. 7,947.022) the rejections of all twenty claims under reexamination were affirmed. Thereafter, Bard filed Requests for Rehearing in all three reexamination appeals and the Company filed Requests for Rehearing in two of the reexamination appeals (the ‘302 and ‘615 patent reexaminations). Each party filed comments in Opposition to the other party’s Rehearing Requests, The PTO denied all three Rehearing Requests - - on February 1, 2017 for the ‘302; on February 17, 2017 for the ‘022; and on February 21, 2017 for the ‘615, but modified its characterization of one prior art reference for the ‘302 and ‘022 decisions. Bard filed a Notice of Appeal to the Federal Circuit Court of Appeals in all three reexams and the Company filed Cross-Appeals for the ‘302 and the ‘615 reexams. The parties are in the process of filing the various appellate briefs, starting with Bard’s Opening Brief (filed on August 30, 2017), the Company’s Responsive/Opening Brief (filed on November 9, 2017) and ending with Bard’s reply brief due on January 19, 2018 and our Reply Brief due on February 2, 2018. The Utah Action has been stayed pending final resolution of the PTO process. In the Federal Circuit appeal, Bard moved to substitute Bard Peripheral Vascular, Inc. (“BPV”) as the Appellant (because Bard assigned the Asserted Patents to BPV on July 12, 2017) or, alternatively, to add BPV as Co-Appellant. The Company opposed substitution; and the Federal Circuit added BPV as Co-Appellant. However, in the District court case, Bard moved only to substitute BPV as plaintiff, but the Company has opposed. We believe these claims are without merit and intend to defend them vigorously. We have 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. ("Bard") and Bard Peripheral Vascular, Inc. (“BPV”) filed suit in the United States District Court for the District of Delaware claiming certain of our implantable port products infringe on three U.S. patents held by Bard (the “Delaware Action"). Bard's complaint seeks unspecified damages and other relief. 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 sought transfer to the District of Utah where the Utah Action is currently pending, and the other sought 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. On January 12, 2016, the Court issued a decision denying both motions. The Company then served an Answer and Counterclaim to which Bard served a Reply. On March 10, 2016, the Court held a Case Management Conference, and, on March 14, 2016, the Court entered a Scheduling Order which set, inter alia, a Markman hearing for March 10, 2017, a summary judgment hearing for December 8, 2017 and trial for March 12, 2018. The parties thereafter served various discovery requests on each other, produced documents to each other, conducted party and third-party depositions, etc.; on May 27, 2016 Bard served its Initial Infringement Contentions which identified all the port products accused of infringement; and, on June 24, 2016, the Company served its Initial Invalidity Contentions which detail various grounds for invalidating the three asserted patents. The Markman hearing was held on March 10, 2017 and the Court issued its Claim Construction Order on May 19, 2017. On May 19, 2017, Bard served its Final Infringement Contentions and on June 2, 2017, the Company served its Final Invalidity Contentions. In or about July, 2017, Judge Robinson (who had been assigned to the case) retired and the case was reassigned to Judge Bataillon (who normally sits in the District of Nebraska). The Scheduling Order has been amended and currently provides for the completion of Expert Discovery on January 19, 2018; briefing on Case-Dispositive Motions (and other pre-trial motions) between February 16, 2018 and April 27, 2018 (no oral argument date is currently set) and trial to commence July 23, 2018. The parties are in the midst of conducting expert discovery; and have exchanged opening, rebuttal and supplemental expert reports on infringement, invalidity, and damages between September 1, 2017 and December 12, 2017, with expert depositions currently underway. Meanwhile, Bard also sought to substitute BPV as plaintiff in this case via a Supplemental Complaint, but stipulated that the Company could assert in Cross-Claims and/or Third-Party Complaint against Bard for its claims of inequitable conduct and unclean hands, which the Company has since done. BPV responded with a partial Motion to Dismiss and the Company has served an amended Answer, Counterclaims and Cross-Claims/Third-Party Complaint. Bard and BPV have since answered/responded to the Company’s Cross-Claims/Complaint without renewing the dismissal motion. We believe these claims are without merit and intend to defend them vigorously. We have 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, we 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, we allege that Bard has illegally tied the sales of its tip location systems to the sales of its PICCs. We allege that this practice violates the federal antitrust laws and has had, and continues to have, an anti-competitive effect in the market for PICCs. We seek both monetary damages and injunctive relief. Bard moved to dismiss on September 8, 2017 and the motion has been submitted to the court. The court has adjourned the initial conference in the case pending its resolution of the motion to dismiss. Governmental Investigations 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. 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. As of May 31, 2017, the Company accrued $12.5 million for these matters and in August 2017 the Company agreed in principle with the government to resolve these matters for approximately $12.5 million . |
Acquisition, Restructuring and
Acquisition, Restructuring and Other Items, Net | 6 Months Ended |
Nov. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Acquisition, Restructuring and Other Items, Net | ACQUISITION, RESTRUCTURING, AND OTHER ITEMS, NET Acquisition, Restructuring and Other Items For the three and six months ended November 30, 2017 and 2016 acquisition, restructuring and other items, net consisted of: Three Months Ended Six Months Ended (in thousands) Nov 30, 2017 Nov 30, 2016 Nov 30, 2017 Nov 30, 2016 Legal $ 3,216 $ 1,844 $ 4,980 $ 3,635 Intangible and other asset impairment — 3,600 — 3,600 Other asset write-off — 2,000 — 2,000 Restructuring 1,420 — 2,636 — Other 130 417 139 1,043 Total $ 4,766 $ 7,861 $ 7,755 $ 10,278 Restructuring The Company evaluates its performance and looks for opportunities to improve the overall operations of the Company on an ongoing basis. As a result of this evaluation, certain restructuring initiatives are taken to enhance the Company’s overall operations. Operational Consolidation On February 1, 2017, the Company announced to employees an operational consolidation plan (the “plan”) to consolidate our manufacturing facilities in Manchester, GA and Denmead, UK into the Glens Falls and Queensbury, NY facilities. This plan will streamline and optimize the manufacturing functions into one centralized location increasing the utilization of the Glens Falls and Queensbury facilities, optimizing inventory and reducing cost of goods sold through savings in overhead expenses and direct labor. The restructuring activities associated with the plan are expected to be completed in the third quarter of fiscal year 2018. The following table provides a summary of our estimated costs associated with the plan: Type of cost Total estimated amount expected to be incurred (in millions) Termination benefits $1.75 to $2.25 Plant consolidation (1) $2.25 to $2.50 Regulatory filings $0.75 to $1.00 Contract cancellations $0.75 to $1.00 Other $0.75 to $1.00 $6.25 to $7.75 (1) Equipment transfer, validation and other start-up costs to prepare the facilities for the new product lines. The Company recorded restructuring charges related to the plan during the three and six months ended November 30, 2017 of $1.4 million and $2.6 million , respectively. There were no costs associated with this plan during the three and six months ended November 30, 2016 . Total restructuring charges recorded to date are $4.0 million . Termination benefits are only earned if an employee stays until their termination date; therefore, the expenses related to termination benefits are being recorded ratably over the service period. The table below presents the restructuring reserve for the three and six months ended November 30, 2017 : Three Months Ended November 30, 2017 Termination Benefits Plant Consolidation Regulatory Filings Contract CancellationCosts Other Costs Total (in thousands) Balance at August 31, 2017 $ 1,374 $ 48 $ — $ — $ 1 $ 1,423 Charges 601 792 — — 27 1,420 Non-cash adjustments — (207 ) — — — (207 ) Cash payments (230 ) (578 ) — — (4 ) (812 ) Balance at November 30, 2017 $ 1,745 $ 55 $ — $ — $ 24 $ 1,824 Six Months Ended November 30, 2017 Termination Benefits Plant Consolidation Regulatory Filings Contract CancellationCosts Other Costs Total (in thousands) Balance at May 31, 2017 $ 851 $ 111 $ — $ — $ — $ 962 Charges 1,195 1,392 — — 49 2,636 Non-cash adjustments — (315 ) — — — (315 ) Cash payments (301 ) (1,133 ) — — (25 ) (1,459 ) Balance at November 30, 2017 $ 1,745 $ 55 $ — $ — $ 24 $ 1,824 The Company’s restructuring liability of $1.8 million mainly comprises accruals for termination benefits which are included in accrued expenses on the consolidated balance sheet. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 6 Months Ended |
Nov. 30, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | ACCUMULATED OTHER COMPREHESIVE INCOME (LOSS) Changes in each component of accumulated other comprehensive income (loss), net of tax, are as follows for the three and six months ended November 30, 2017 : Three months ended November 30, 2017 (in thousands) Foreign currency translation gain (loss) Unrealized gain (loss) on marketable securities Total Balance at August 31, 2017 $ (1,022 ) $ (19 ) $ (1,041 ) Other comprehensive income before reclassifications, net of tax 150 45 195 Amounts reclassified from accumulated other comprehensive income — — — Net other comprehensive income $ 150 $ 45 $ 195 Balance at November 30, 2017 $ (872 ) $ 26 $ (846 ) Six months ended November 30, 2017 (in thousands) Foreign currency translation gain (loss) Unrealized gain (loss) on marketable securities Total Balance at May 31, 2017 $ (1,305 ) $ (19 ) $ (1,324 ) Other comprehensive income before reclassifications, net of tax 433 45 478 Amounts reclassified from accumulated other comprehensive income — — — Net other comprehensive income $ 433 $ 45 $ 478 Balance at November 30, 2017 $ (872 ) $ 26 $ (846 ) |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 6 Months Ended |
Nov. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The following table provides a description of recent accounting pronouncements that may have a material effect on the Company's consolidated financial statements: Recently Issued Accounting Pronouncements - Adopted Standard Description Date Adopted Effect on the Consolidated Financial Statements ASU 2016-09, Compensation - Stock Based Compensation (Topic 718: Improvements to Employee Share-Based Payment Accounting) This ASU simplifies and improves various aspects of ASC 718 for share-based payments, including income tax items and the classification of these items on the statement of cash flows. June 1, 2017 The Company now recognizes unrealized excess tax benefits and will classify such benefits as an operating activity in the statement of cash flows on a prospective basis. Due to the full valuation allowance on our federal and state income taxes, the adoption of ASU 2016-09 did not impact our accounting for income taxes. The Company elected the accounting policy change to account for forfeitures as they occur. This was adopted using the modified retrospective transition method by means of a cumulative-effect adjustment to equity as of June 1, 2017. The adoption of ASU 2016-09 did not materially impact the Company's consolidated statements of income, consolidated balance sheet, equity or cash flows. ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) This ASU simplifies the subsequent measurement of goodwill by eliminating steps from the goodwill impairment test. June 1, 2017 This adoption did not have an impact on the Company's financial statements. ASC Update No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . Update No. 2015-11 This ASU 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. June 1, 2017 This adoption did not have an impact on the Company's financial statements. Recently Issued Accounting Pronouncements - Not Yet Applicable or Adopted Standard Description Effective Date Effect on the Consolidated Financial Statements ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09) This ASU 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. June 1, 2018 The Company has established an implementation team which includes third-party specialists to assist in the evaluation and implementation of the new standard. The Company is currently in the process of performing an assessment of the impact of the standards on its contract portfolio by reviewing the Company’s current accounting policies and practices and to identify potential differences that would result from applying the requirements of the new standard to its revenue contracts. At this time, the Company does not anticipate a significant impact to its financial statements upon adoption of the new standard. However, the assessment is ongoing and further analysis of contracts may identify a more significant impact. The Company currently expects, in part due to the limited anticipated impact, it will utilize the modified retrospective approach of adopting the ASU. In addition, during fiscal year 2018 the Company plans to identify and implement, if necessary, appropriate changes to its business processes, systems and controls to support recognition and disclosure under the new standard. ASU 2016-02, Leases (Topic 842) This ASU increases transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and liabilities. June 1, 2019 The Company is currently in the process of evaluating the impact of this ASU on its consolidated financial statements. ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15) This ASU identifies how certain cash receipts and cash payments are presented and classified in the Statement of Cash Flows under Topic 230. June 1, 2018 The Company is currently in the process of evaluating the impact of this ASU on its consolidated financial statements. |
Recently Issued Accounting Pr23
Recently Issued Accounting Pronouncements (Policies) | 6 Months Ended |
Nov. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The following table provides a description of recent accounting pronouncements that may have a material effect on the Company's consolidated financial statements: Recently Issued Accounting Pronouncements - Adopted Standard Description Date Adopted Effect on the Consolidated Financial Statements ASU 2016-09, Compensation - Stock Based Compensation (Topic 718: Improvements to Employee Share-Based Payment Accounting) This ASU simplifies and improves various aspects of ASC 718 for share-based payments, including income tax items and the classification of these items on the statement of cash flows. June 1, 2017 The Company now recognizes unrealized excess tax benefits and will classify such benefits as an operating activity in the statement of cash flows on a prospective basis. Due to the full valuation allowance on our federal and state income taxes, the adoption of ASU 2016-09 did not impact our accounting for income taxes. The Company elected the accounting policy change to account for forfeitures as they occur. This was adopted using the modified retrospective transition method by means of a cumulative-effect adjustment to equity as of June 1, 2017. The adoption of ASU 2016-09 did not materially impact the Company's consolidated statements of income, consolidated balance sheet, equity or cash flows. ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) This ASU simplifies the subsequent measurement of goodwill by eliminating steps from the goodwill impairment test. June 1, 2017 This adoption did not have an impact on the Company's financial statements. ASC Update No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . Update No. 2015-11 This ASU 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. June 1, 2017 This adoption did not have an impact on the Company's financial statements. Recently Issued Accounting Pronouncements - Not Yet Applicable or Adopted Standard Description Effective Date Effect on the Consolidated Financial Statements ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09) This ASU 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. June 1, 2018 The Company has established an implementation team which includes third-party specialists to assist in the evaluation and implementation of the new standard. The Company is currently in the process of performing an assessment of the impact of the standards on its contract portfolio by reviewing the Company’s current accounting policies and practices and to identify potential differences that would result from applying the requirements of the new standard to its revenue contracts. At this time, the Company does not anticipate a significant impact to its financial statements upon adoption of the new standard. However, the assessment is ongoing and further analysis of contracts may identify a more significant impact. The Company currently expects, in part due to the limited anticipated impact, it will utilize the modified retrospective approach of adopting the ASU. In addition, during fiscal year 2018 the Company plans to identify and implement, if necessary, appropriate changes to its business processes, systems and controls to support recognition and disclosure under the new standard. ASU 2016-02, Leases (Topic 842) This ASU increases transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and liabilities. June 1, 2019 The Company is currently in the process of evaluating the impact of this ASU on its consolidated financial statements. ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15) This ASU identifies how certain cash receipts and cash payments are presented and classified in the Statement of Cash Flows under Topic 230. June 1, 2018 The Company is currently in the process of evaluating the impact of this ASU on its consolidated financial statements. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Nov. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are stated at lower of cost (using the first-in, first-out method) or market. As of November 30, 2017 and May 31, 2017 , inventories consisted of the following: Nov 30, 2017 May 31, 2017 (in thousands) Raw materials $ 18,724 $ 17,563 Work in process 10,495 12,602 Finished goods 24,813 24,341 Inventories $ 54,032 $ 54,506 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | As of November 30, 2017 and May 31, 2017 , intangible assets consisted of the following: November 30, 2017 Gross carrying value Accumulated amortization Net carrying value (in thousands) Product technologies $ 147,176 $ (64,188 ) $ 82,988 Customer relationships 56,453 (21,310 ) 35,143 Trademarks 28,400 (10,495 ) 17,905 Licenses 4,487 (4,016 ) 471 Distributor relationships 1,250 (320 ) 930 $ 237,766 $ (100,329 ) $ 137,437 May 31, 2017 Gross carrying value Accumulated amortization Net carrying value (in thousands) Product technologies $ 147,172 $ (59,696 ) $ 87,476 Customer relationships 56,375 (19,194 ) 37,181 Trademarks 28,400 (9,069 ) 19,331 Licenses 4,487 (3,821 ) 666 Distributor relationships 1,250 (229 ) 1,021 $ 237,684 $ (92,009 ) $ 145,675 |
Schedule of Future Amortization Expense | Expected future amortization expense related to the intangible assets is as follows: (in thousands) Remainder of 2018 $ 8,264 2019 16,132 2020 14,578 2021 13,627 2022 12,951 2023 and thereafter 71,885 $ 137,437 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Nov. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | As of November 30, 2017 and May 31, 2017 , accrued liabilities consisted of the following: Nov 30, 2017 May 31, 2017 (in thousands) Payroll and related expenses $ 8,034 $ 11,383 Royalties 1,313 2,885 Accrued severance 2,844 2,075 Sales and franchise taxes 861 856 Outside services 1,012 1,622 Litigation matters 12,500 12,500 Acculis recall liability 123 2,563 Other 4,113 4,920 $ 30,800 $ 38,804 In the fourth quarter of fiscal year 2017, the Company issued a voluntary recall of its Acculis probes that were sold over the past two years. As a result of Acculis probe returns that were replaced with Solero probes, the deferral of revenue related to the Acculis recall was $0.1 million at November 30, 2017 compared to $2.6 million at May 31, 2017. |
Long Term Debt (Tables)
Long Term Debt (Tables) | 6 Months Ended |
Nov. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's maturities of principal obligations under the Credit Agreement are as follows, as of November 30, 2017 : (in thousands) Remainder of 2018 $ 2,500 2019 5,000 2020 7,500 2021 11,250 2022 68,750 Total term loan 95,000 Revolving facility — Total debt 95,000 Less: Unamortized debt issuance costs (1,027 ) Total 93,973 Less: Current portion of long-term debt (5,000 ) Total long-term debt, net $ 88,973 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Nov. 30, 2017 | |
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 and six months ended November 30, 2017 and 2016 (in thousands): Three Months Ended Six Months Ended (in thousands) Nov 30, 2017 Nov 30, 2016 Nov 30, 2017 Nov 30, 2016 Basic 37,066 36,807 36,983 36,606 Effect of dilutive securities 317 339 339 394 Diluted 37,383 37,146 37,322 37,000 Securities excluded as their inclusion would be anti-dilutive 1,124 980 1,095 916 |
Segment and Geographic Inform29
Segment and Geographic Information (Tables) | 6 Months Ended |
Nov. 30, 2017 | |
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 Six Months Ended (in thousands) Nov 30, 2017 Nov 30, 2016 Nov 30, 2017 Nov 30, 2016 Net sales Peripheral Vascular $ 51,368 $ 53,696 $ 101,234 $ 105,725 Vascular Access 22,574 23,553 45,812 48,558 Oncology/Surgery 12,764 11,780 25,071 22,844 Total $ 86,706 $ 89,029 $ 172,117 $ 177,127 |
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 Six Months Ended (in thousands) Nov 30, 2017 Nov 30, 2016 Nov 30, 2017 Nov 30, 2016 Net sales United States $ 68,301 $ 71,431 $ 137,232 $ 143,638 International 18,405 17,598 34,885 33,489 Total $ 86,706 $ 89,029 $ 172,117 $ 177,127 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Nov. 30, 2017 | |
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 November 30, 2017 and May 31, 2017 (in thousands of dollars): Fair Value Measurements using inputs considered as: Fair Value at November 30, 2017 (in thousands) Level 1 Level 2 Level 3 Financial Assets: Marketable securities U.S. government agency obligations $ — $ — $ 1,260 $ 1,260 Total Financial Assets $ — $ — $ 1,260 $ 1,260 Financial Liabilities: Contingent consideration for acquisition earn out $ — $ — $ 3,198 $ 3,198 Total Financial Liabilities $ — $ — $ 3,198 $ 3,198 Fair Value Measurements using inputs considered as: Fair Value at May 31, 2017 (in thousands) Level 1 Level 2 Level 3 Financial Assets: Marketable securities U.S. government agency obligations $ — $ — $ 1,215 $ 1,215 Total Financial Assets $ — $ — $ 1,215 $ 1,215 Financial Liabilities: Contingent consideration for acquisition earn out $ — $ — $ 12,761 $ 12,761 Total Financial Liabilities $ — $ — $ 12,761 $ 12,761 |
Fair Value Measurements Using Significant Unobservable Inputs | The table below presents the changes in fair value components of Level 3 instruments in the three and six months ended November 30, 2017 : Three Months Ended November 30, 2017 Financial Assets Financial Liabilities (in thousands) Fair Value Measurements (Level 3) Fair Value Measurements (Level 3) Balance, August 31, 2017 $ 1,215 $ 10,766 Total gains or losses (realized/unrealized): Change in present value of contingent consideration — 82 Included in other comprehensive income (loss) 45 — Currency gain (loss) from remeasurement — — Proceeds from sale or maturity of marketable securities — — Transfers in and/or (out) of Level 3 — — Contingent consideration payments — (7,650 ) Balance, November 30, 2017 $ 1,260 $ 3,198 Six Months Ended November 30, 2017 Financial Assets Financial Liabilities (in thousands) Fair Value Measurements (Level 3) Fair Value Measurements (Level 3) Balance, May 31, 2017 $ 1,215 $ 12,761 Total gains or losses (realized/unrealized): Change in present value of contingent consideration — 187 Included in other comprehensive income (loss) 45 — Transfers in and/or (out) of Level 3 — — Contingent consideration payments — (9,750 ) Balance, November 30, 2017 $ 1,260 $ 3,198 |
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 November 30, 2017 (in thousands of dollars): Fair value at Valuation (in thousands) Nov 30, 2017 Technique Unobservable Input Range Revenue based payments $ 3,198 Discounted cash flow Discount rate 4% Probability of payment 100% Projected fiscal year of payment 2019-2020 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Nov. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | As of November 30, 2017 and May 31, 2017 , marketable securities consisted of the following (in thousands of dollars): November 30, 2017 (in thousands) Amortized cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: Government agency obligations $ 1,350 $ — $ (90 ) $ 1,260 $ 1,350 $ — $ (90 ) $ 1,260 May 31, 2017 (in thousands) Amortized cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: Government agency obligations $ 1,350 $ — $ (135 ) $ 1,215 $ 1,350 $ — $ (135 ) $ 1,215 |
Acquisition, Restructuring an32
Acquisition, Restructuring and Other Items, Net (Tables) | 6 Months Ended |
Nov. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table provides a summary of our estimated costs associated with the plan: Type of cost Total estimated amount expected to be incurred (in millions) Termination benefits $1.75 to $2.25 Plant consolidation (1) $2.25 to $2.50 Regulatory filings $0.75 to $1.00 Contract cancellations $0.75 to $1.00 Other $0.75 to $1.00 $6.25 to $7.75 For the three and six months ended November 30, 2017 and 2016 acquisition, restructuring and other items, net consisted of: Three Months Ended Six Months Ended (in thousands) Nov 30, 2017 Nov 30, 2016 Nov 30, 2017 Nov 30, 2016 Legal $ 3,216 $ 1,844 $ 4,980 $ 3,635 Intangible and other asset impairment — 3,600 — 3,600 Other asset write-off — 2,000 — 2,000 Restructuring 1,420 — 2,636 — Other 130 417 139 1,043 Total $ 4,766 $ 7,861 $ 7,755 $ 10,278 The table below presents the restructuring reserve for the three and six months ended November 30, 2017 : Three Months Ended November 30, 2017 Termination Benefits Plant Consolidation Regulatory Filings Contract CancellationCosts Other Costs Total (in thousands) Balance at August 31, 2017 $ 1,374 $ 48 $ — $ — $ 1 $ 1,423 Charges 601 792 — — 27 1,420 Non-cash adjustments — (207 ) — — — (207 ) Cash payments (230 ) (578 ) — — (4 ) (812 ) Balance at November 30, 2017 $ 1,745 $ 55 $ — $ — $ 24 $ 1,824 Six Months Ended November 30, 2017 Termination Benefits Plant Consolidation Regulatory Filings Contract CancellationCosts Other Costs Total (in thousands) Balance at May 31, 2017 $ 851 $ 111 $ — $ — $ — $ 962 Charges 1,195 1,392 — — 49 2,636 Non-cash adjustments — (315 ) — — — (315 ) Cash payments (301 ) (1,133 ) — — (25 ) (1,459 ) Balance at November 30, 2017 $ 1,745 $ 55 $ — $ — $ 24 $ 1,824 |
Accumulated Other Comprehensi33
Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Nov. 30, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in each component of accumulated other comprehensive income (loss), net of tax, are as follows for the three and six months ended November 30, 2017 : Three months ended November 30, 2017 (in thousands) Foreign currency translation gain (loss) Unrealized gain (loss) on marketable securities Total Balance at August 31, 2017 $ (1,022 ) $ (19 ) $ (1,041 ) Other comprehensive income before reclassifications, net of tax 150 45 195 Amounts reclassified from accumulated other comprehensive income — — — Net other comprehensive income $ 150 $ 45 $ 195 Balance at November 30, 2017 $ (872 ) $ 26 $ (846 ) Six months ended November 30, 2017 (in thousands) Foreign currency translation gain (loss) Unrealized gain (loss) on marketable securities Total Balance at May 31, 2017 $ (1,305 ) $ (19 ) $ (1,324 ) Other comprehensive income before reclassifications, net of tax 433 45 478 Amounts reclassified from accumulated other comprehensive income — — — Net other comprehensive income $ 433 $ 45 $ 478 Balance at November 30, 2017 $ (872 ) $ 26 $ (846 ) |
Consolidated Condensed Financ34
Consolidated Condensed Financial Statements Consolidated Condensed Financial Statements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Nov. 30, 2016 | Nov. 30, 2016 | |
Accounting Policies [Abstract] | ||
Reclassification, Bad Debt Expense | $ 60 | $ 90 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Nov. 30, 2017 | May 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 18,724 | $ 17,563 |
Work in process | 10,495 | 12,602 |
Finished goods | 24,813 | 24,341 |
Inventories | $ 54,032 | $ 54,506 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2017 | May 31, 2017 | May 31, 2017 | |
Inventory Disclosure [Abstract] | |||
Inventory valuation reserves | $ 6.9 | $ 7.3 | $ 7.3 |
Inventory write-down | $ 1.7 | $ 1.4 | $ 2.4 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets - Narrative (Detail) - USD ($) | Dec. 31, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | May 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill impairment | $ 0 | |||||
Goodwill adjustments | $ 0 | |||||
Amortization of intangibles | $ 4,146,000 | $ 4,291,000 | $ 8,242,000 | $ 8,526,000 | ||
Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated useful life of intangible assets other than goodwill | 18 years | |||||
Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated useful life of intangible assets other than goodwill | 2 years |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Thousands | Nov. 30, 2017 | May 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, excluding goodwill | $ 237,766 | $ 237,684 |
Accumulated amortization | (100,329) | (92,009) |
Net carrying value, finite intangible items | 137,437 | |
Net carrying value, excluding goodwill | 137,437 | 145,675 |
Product Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 147,176 | 147,172 |
Accumulated amortization | (64,188) | (59,696) |
Net carrying value, finite intangible items | 82,988 | 87,476 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 56,453 | 56,375 |
Accumulated amortization | (21,310) | (19,194) |
Net carrying value, finite intangible items | 35,143 | 37,181 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 28,400 | 28,400 |
Accumulated amortization | (10,495) | (9,069) |
Net carrying value, finite intangible items | 17,905 | 19,331 |
Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 4,487 | 4,487 |
Accumulated amortization | (4,016) | (3,821) |
Net carrying value, finite intangible items | 471 | 666 |
Distributor Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 1,250 | 1,250 |
Accumulated amortization | (320) | (229) |
Net carrying value, finite intangible items | $ 930 | $ 1,021 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Expected Future Amortization Expense (Details) $ in Thousands | Nov. 30, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2017 | $ 8,264 |
2,018 | 16,132 |
2,019 | 14,578 |
2,020 | 13,627 |
2,021 | 12,951 |
2022 and thereafter | 71,885 |
Net carrying value, finite intangible items | $ 137,437 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Nov. 30, 2017 | May 31, 2017 |
Other Liabilities Disclosure [Abstract] | ||
Payroll and related expenses | $ 8,034 | $ 11,383 |
Royalties | 1,313 | 2,885 |
Accrued severance | 2,844 | 2,075 |
Sales and franchise taxes | 861 | 856 |
Outside services | 1,012 | 1,622 |
Accrued Litigation | 12,500 | 12,500 |
Accrued Acculis Recall | 123 | 2,563 |
Other | 4,113 | 4,920 |
Total | $ 30,800 | $ 38,804 |
Accrued Liabilities - Narrative
Accrued Liabilities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2017 | Nov. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | ||
Recall period | 2 years | |
Accrued Acculis recall | $ 2,563 | $ 123 |
Long Term Debt - Narrative (Det
Long Term Debt - Narrative (Detail) - USD ($) | Nov. 07, 2016 | Nov. 30, 2017 | Nov. 30, 2016 |
Debt Instrument [Line Items] | |||
Proceeds from issuance of and borrowings on long-term debt | $ 0 | $ 116,471,000 | |
Repayments of former credit agreement | $ 2,500,000 | $ 121,410,000 | |
Credit Facility | JPMorgan Chase Bank, N.A., Bank of America, N.A., Keybank National Association [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.75% | ||
Term Loan | Credit Facility | JPMorgan Chase Bank, N.A., Bank of America, N.A., Keybank National Association [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 100,000,000 | ||
Proceeds from issuance of and borrowings on long-term debt | 100,000,000 | ||
Revolving Credit Facility | Credit Facility | JPMorgan Chase Bank, N.A., Bank of America, N.A., Keybank National Association [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit | 150,000,000 | ||
Proceeds from issuance of and borrowings on long-term debt | 16,500,000 | ||
Letter of Credit [Member] | Credit Facility | JPMorgan Chase Bank, N.A., Bank of America, N.A., Keybank National Association [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit | 20,000,000 | ||
Bridge Loan [Member] | Credit Facility | JPMorgan Chase Bank, N.A., Bank of America, N.A., Keybank National Association [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit | 5,000,000 | ||
Former Credit Agreement [Member] | Credit Facility | JPMorgan Chase Bank, N.A., Bank of America, N.A., Keybank National Association [Member] | |||
Debt Instrument [Line Items] | |||
Repayments of former credit agreement | $ 116,500,000 |
Long Term Debt - Debt Outstandi
Long Term Debt - Debt Outstanding (Details) - USD ($) $ in Thousands | Nov. 30, 2017 | May 31, 2017 |
Debt Instrument [Line Items] | ||
Long term debt, gross | $ 95,000 | |
Unamortized debt issuance costs | (1,027) | |
Long term debt, net | 93,973 | |
Current portion of long term debt | (5,000) | $ (5,000) |
Long term debt, net of current maturities | 88,973 | |
Term Loan | Credit Facility | ||
Debt Instrument [Line Items] | ||
Remainder of 2018 | 2,500 | |
2,019 | 5,000 | |
2,020 | 7,500 | |
2,021 | 11,250 | |
2,022 | 68,750 | |
Long term debt, gross | 95,000 | |
Revolving Credit Facility | Credit Facility | ||
Debt Instrument [Line Items] | ||
Long term debt, gross | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 22, 2017 | Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | May 31, 2017 |
Income Tax Contingency [Line Items] | ||||||
Estimated federal statutory income tax rate | 59.80% | 47.30% | ||||
Income tax expense (benefit) | $ (166) | $ 681 | $ (147) | $ 2,284 | ||
Deferred Tax Liabilities, Intangible Assets | $ 71,800 | |||||
Subsequent Event | ||||||
Income Tax Contingency [Line Items] | ||||||
Income tax expense (benefit) | $ 9,300 | |||||
Effective Income Tax Rate Reconciliation, Percent | 35.00% | |||||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 21.00% |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Amount of shares issuable through two stock-based compensation plans | 9.5 | 9.5 | ||
Charges against income for share-based payment arrangements | $ 2 | $ 1.7 | $ 3.8 | $ 3.4 |
Unrecognized compensation expenses related to share-based payment arrangements | $ 16.3 | $ 16.3 | ||
Recognition period | 4 years |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Basic to Diluted Weighted-Average Shares Outstanding (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Basic (shares) | 37,066 | 36,807 | 36,983 | 36,606 |
Effect of dilutive securities (shares) | 317 | 339 | 339 | 394 |
Diluted (shares) | 37,383 | 37,146 | 37,322 | 37,000 |
Securities excluded as their inclusion would be anti-dilutive (shares) | 1,124 | 980 | 1,095 | 916 |
Segment and Geographic Inform47
Segment and Geographic Information - Summary of Net Sales by Product Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 86,706 | $ 89,029 | $ 172,117 | $ 177,127 |
Peripheral Vascular [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 51,368 | 53,696 | 101,234 | 105,725 |
Vascular Access [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 22,574 | 23,553 | 45,812 | 48,558 |
Oncology/Surgery [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 12,764 | $ 11,780 | $ 25,071 | $ 22,844 |
Segment and Geographic Inform48
Segment and Geographic Information - Summary of Net Sales by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | |
Net Sales | ||||
Net sales | $ 86,706 | $ 89,029 | $ 172,117 | $ 177,127 |
Reportable Geographical Components [Member] | United States [Member] | ||||
Net Sales | ||||
Net sales | 68,301 | 71,431 | 137,232 | 143,638 |
Reportable Geographical Components [Member] | International [Member] | ||||
Net Sales | ||||
Net sales | $ 18,405 | $ 17,598 | $ 34,885 | $ 33,489 |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) $ in Millions | Nov. 30, 2017USD ($) |
Fair Value Disclosures [Abstract] | |
Potential amount of undiscounted future contingent consideration | $ 3.3 |
Fair Value - Fair Value of Asse
Fair Value - Fair Value of Assets and Liabilities Measured on a Recurring Basis (Detail) - USD ($) $ in Thousands | Nov. 30, 2017 | May 31, 2017 |
Recurring [Member] | ||
Financial Assets | ||
Total Financial Assets | $ 1,260 | $ 1,215 |
Financial Liabilities | ||
Total Financial Liabilities | 3,198 | 12,761 |
Recurring [Member] | U.S. Government Agency Obligations [Member] | ||
Financial Assets | ||
Marketable securities | 1,260 | 1,215 |
Contingent Consideration Earn Out Liability [Member] | ||
Financial Liabilities | ||
Total Financial Liabilities | 3,198 | |
Contingent Consideration Earn Out Liability [Member] | Recurring [Member] | ||
Financial Liabilities | ||
Total Financial Liabilities | 12,761 | |
Level 1 [Member] | Recurring [Member] | ||
Financial Assets | ||
Total Financial Assets | 0 | 0 |
Financial Liabilities | ||
Total Financial Liabilities | 0 | 0 |
Level 1 [Member] | Recurring [Member] | U.S. Government Agency Obligations [Member] | ||
Financial Assets | ||
Marketable securities | 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 | ||
Total Financial Assets | 0 | 0 |
Financial Liabilities | ||
Total Financial Liabilities | 0 | 0 |
Level 2 [Member] | Recurring [Member] | U.S. Government Agency Obligations [Member] | ||
Financial Assets | ||
Marketable securities | 0 | 0 |
Level 2 [Member] | Contingent Consideration Earn Out Liability [Member] | Recurring [Member] | ||
Financial Liabilities | ||
Total Financial Liabilities | 0 | |
Level 3 [Member] | Recurring [Member] | ||
Financial Assets | ||
Total Financial Assets | 1,260 | 1,215 |
Financial Liabilities | ||
Total Financial Liabilities | 3,198 | 12,761 |
Level 3 [Member] | Recurring [Member] | U.S. Government Agency Obligations [Member] | ||
Financial Assets | ||
Marketable securities | 1,260 | 1,215 |
Level 3 [Member] | Contingent Consideration Earn Out Liability [Member] | Recurring [Member] | ||
Financial Liabilities | ||
Total Financial Liabilities | $ 3,198 | $ 12,761 |
Fair Value - Fair Value Measure
Fair Value - Fair Value Measurements Using Significant Unobservable Inputs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Nov. 30, 2017 | Nov. 30, 2017 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Financial assets, begining balance | $ 1,215 | $ 1,215 |
Contingent consideration - Clinical Devices, assets | 0 | 0 |
Financial assets, ending balance | 1,260 | 1,260 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Financial liabilities, begining balance | 10,766 | 12,761 |
Change in Fair Value of Contingent Consideration | 82 | 187 |
Financial liabilities, ending balance | 3,198 | 3,198 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Other Comprehensive Income (Loss) | 45 | 45 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Other Comprehensive Income (Loss) | 0 | 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | 0 | |
Fair Value Liabilities Measured on Recurring Basis Loss Included in Earnings | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Sales | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Sales | 0 | |
Clinical Devices B.V [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent consideration - Clinical Devices, liabilities | $ (7,650) | $ (9,750) |
Fair Value - Summary Showing th
Fair Value - Summary Showing the Recurring Fair Value Measurements of the Contingent Consideration Liability (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Nov. 30, 2017 | Aug. 31, 2017 | May 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value | $ 3,198 | $ 10,766 | $ 12,761 |
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] | |||
Fair value | $ 3,198 | ||
Discount rate | 4.00% | ||
Probability of payment | 100.00% |
Marketable Securities - Narrati
Marketable Securities - Narrative (Detail) $ in Millions | Nov. 30, 2017USD ($)Investment | May 31, 2017USD ($) |
Marketable Securities [Abstract] | ||
Investments in auction rate securities that failed auctions | $ | $ 1.3 | $ 1.2 |
Number of investments (investment) | Investment | 1 |
Marketable Securities - Marketa
Marketable Securities - Marketable Securities (Detail) - USD ($) $ in Thousands | Nov. 30, 2017 | May 31, 2017 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | $ 1,350 | $ 1,350 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (90) | (135) |
Fair Value | 1,260 | 1,215 |
U.S. Government Agency Obligations [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 1,350 | 1,350 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (90) | (135) |
Fair Value | $ 1,260 | $ 1,215 |
Commitments and Coontingencies
Commitments and Coontingencies - Additional Information (Detail) $ in Millions | Mar. 29, 2016claim | Mar. 24, 2016claim | Mar. 11, 2016claim | Jun. 01, 2015motion | Mar. 10, 2015patent | Jan. 11, 2012reexamination_appealclaim | Nov. 30, 2017claim | Feb. 28, 2017Petitionreexamination_appeal | May 31, 2017USD ($) |
Loss Contingencies [Line Items] | |||||||||
Loss Contingency Accrual | $ | $ 12.5 | ||||||||
C.R. Bard, Inc. [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of petitions filed for reexamination of patents | Petition | 3 | ||||||||
Number of claims dismissed | 40,000 | ||||||||
The Utah Action [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Patent claims | 41,000 | ||||||||
Number of claims dismissed | 20 | 8 | 6 | 40 | |||||
Number of reexaminations | reexamination_appeal | 3 | ||||||||
Number of pending claims | 10 | 10 | |||||||
Number of claims reversed | 2 | 4 | |||||||
The Utah Action [Member] | Pending Litigation [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of reexaminations | reexamination_appeal | 2 | ||||||||
The Delaware Action [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of patents allegedly infringed upon | 2 | 3 | |||||||
C.R. Bard, Inc. [Member] | The Utah Action [Member] | Pending Litigation [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of reexaminations | reexamination_appeal | 3 |
Acquisition, Restructuring an56
Acquisition, Restructuring and Other Items, Net - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition, restructuring and other items, net | $ 4,766 | $ 7,861 | $ 7,755 | $ 10,278 |
Legal Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition, restructuring and other items, net | 3,216 | 1,844 | 4,980 | 3,635 |
Intangible Impairment [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition, restructuring and other items, net | 0 | 3,600 | 0 | 3,600 |
Other Asset Write-off [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition, restructuring and other items, net | 0 | 2,000 | 0 | 2,000 |
Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition, restructuring and other items, net | 1,420 | 0 | 2,636 | 0 |
Other Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition, restructuring and other items, net | $ 130 | $ 417 | $ 139 | $ 1,043 |
Acquisition, Restructuring an57
Acquisition, Restructuring and Other Items, Net - Expected Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | Feb. 01, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||||
Acquisition, restructuring and other items, net | $ 4,766 | $ 7,861 | $ 7,755 | $ 10,278 | |
Other Restructuring [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Acquisition, restructuring and other items, net | $ 130 | $ 417 | $ 139 | $ 1,043 | |
Minimum [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated costs | $ 6,250 | ||||
Minimum [Member] | One-time Termination Benefits [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated costs | 1,750 | ||||
Minimum [Member] | Equipment Transfer [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated costs | 2,000 | ||||
Minimum [Member] | Regulatory Filings [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated costs | 800 | ||||
Minimum [Member] | Contract Termination [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated costs | 800 | ||||
Minimum [Member] | Other Restructuring [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated costs | 800 | ||||
Maximum [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated costs | 7,750 | ||||
Maximum [Member] | One-time Termination Benefits [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated costs | 2,250 | ||||
Maximum [Member] | Equipment Transfer [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated costs | 2,500 | ||||
Maximum [Member] | Regulatory Filings [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated costs | 1,000 | ||||
Maximum [Member] | Contract Termination [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated costs | 1,000 | ||||
Maximum [Member] | Other Restructuring [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated costs | $ 1,000 |
Acquisition, Restructuring an58
Acquisition, Restructuring and Other Items, Net - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2017 | Nov. 30, 2017 | May 31, 2016 | Aug. 31, 2017 | May 31, 2017 | |
Restructuring and Related Activities [Abstract] | ||||||
Restructuring charges | $ 1,420,000 | $ 2,636,000 | $ 4,000,000 | $ 0 | ||
Restructuring liability | $ 1,824,000 | $ 1,824,000 | $ 1,824,000 | $ 1,423,000 | $ 962,000 |
Acquisition, Restructuring an59
Acquisition, Restructuring and Other Items, Net - Costs Incurred (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended |
Nov. 30, 2017 | Nov. 30, 2017 | Nov. 30, 2017 | May 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve, beginning balance | $ 1,423,000 | $ 962,000 | ||
Charges | 1,420,000 | 2,636,000 | $ 4,000,000 | $ 0 |
Non-cash adjustments | (207,000) | (315,000) | ||
Cash payments | (812,000) | (1,459,000) | ||
Restructuring reserve, ending balance | 1,824,000 | 1,824,000 | 1,824,000 | |
One-time Termination Benefits [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve, beginning balance | 1,374,000 | 851,000 | ||
Charges | 601,000 | 1,195,000 | ||
Non-cash adjustments | 0 | 0 | ||
Cash payments | (230,000) | (301,000) | ||
Restructuring reserve, ending balance | 1,745,000 | 1,745,000 | 1,745,000 | |
Plants Consolidation | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve, beginning balance | 48,000 | 111,000 | ||
Charges | 792,000 | 1,392,000 | ||
Non-cash adjustments | (207,000) | (315,000) | ||
Cash payments | (578,000) | (1,133,000) | ||
Restructuring reserve, ending balance | 55,000 | 55,000 | 55,000 | |
Regulatory Filings [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve, beginning balance | 0 | 0 | ||
Charges | 0 | 0 | ||
Non-cash adjustments | 0 | 0 | ||
Cash payments | 0 | 0 | ||
Restructuring reserve, ending balance | 0 | 0 | 0 | |
Contract Termination [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve, beginning balance | 0 | 0 | ||
Charges | 0 | 0 | ||
Non-cash adjustments | 0 | 0 | ||
Cash payments | 0 | 0 | ||
Restructuring reserve, ending balance | 0 | 0 | 0 | |
Other Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve, beginning balance | 1,000 | 0 | ||
Charges | 27,000 | 49,000 | ||
Non-cash adjustments | 0 | 0 | ||
Cash payments | (4,000) | (25,000) | ||
Restructuring reserve, ending balance | $ 24,000 | $ 24,000 | $ 24,000 |
Accumulated Other Comprehensi60
Accumulated Other Comprehensive Income - Schedule (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2017 | Nov. 30, 2016 | Aug. 31, 2017 | May 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive loss | $ (846) | $ (846) | $ (1,041) | $ (1,324) | ||
Net other comprehensive income (loss) | 195 | $ (565) | 478 | $ (862) | ||
OCI, before Reclassifications, before Tax, Attributable to Parent | 195 | 478 | ||||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 0 | 0 | ||||
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive loss | (872) | (872) | (1,022) | (1,305) | ||
Net other comprehensive income (loss) | 150 | 433 | ||||
OCI, before Reclassifications, before Tax, Attributable to Parent | 150 | 433 | ||||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 0 | 0 | ||||
Accumulated Net Investment Gain (Loss) Attributable to Parent [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive loss | 26 | 26 | $ (19) | $ (19) | ||
Net other comprehensive income (loss) | 45 | 45 | ||||
OCI, before Reclassifications, before Tax, Attributable to Parent | 45 | 45 | ||||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | $ 0 | $ 0 |