Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Nov. 30, 2018 | Jan. 03, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 30, 2018 | |
Document Fiscal Year Focus | 2,019 | |
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 Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 37,137,203 |
Consolidated Statements of Inco
Consolidated Statements of Income (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | Nov. 30, 2017 | |
Income Statement [Abstract] | ||||
Net sales | $ 91,503 | $ 86,706 | $ 176,843 | $ 172,117 |
Cost of sales (exclusive of intangible amortization) | 42,394 | 43,975 | 83,267 | 88,157 |
Gross profit | 49,109 | 42,731 | 93,576 | 83,960 |
Operating expenses: | ||||
Research and development | 7,363 | 6,107 | 15,025 | 12,548 |
Sales and marketing | 20,269 | 18,967 | 39,702 | 38,369 |
General and administrative | 9,336 | 7,540 | 17,832 | 15,596 |
Amortization of intangibles | 5,188 | 4,146 | 9,304 | 8,242 |
Change in fair value of contingent consideration | 244 | 82 | 256 | 187 |
Acquisition, restructuring and other items, net | 2,728 | 4,766 | 7,150 | 7,755 |
Total operating expenses | 45,128 | 41,608 | 89,269 | 82,697 |
Operating income | 3,981 | 1,123 | 4,307 | 1,263 |
Other (expenses) income: | ||||
Interest expense, net | (1,330) | (760) | (2,247) | (1,483) |
Other income (loss), net | 80 | (280) | 194 | 287 |
Total other expenses, net | (1,250) | (1,040) | (2,053) | (1,196) |
Income before income tax expense | 2,731 | 83 | 2,254 | 67 |
Income tax expense (benefit) | 591 | (166) | 583 | (147) |
Net income | $ 2,140 | $ 249 | $ 1,671 | $ 214 |
Earnings per share | ||||
Basic (in usd per share) | $ 0.06 | $ 0.01 | $ 0.04 | $ 0.01 |
Diluted (in usd per share) | $ 0.06 | $ 0.01 | $ 0.04 | $ 0.01 |
Basic weighted average shares outstanding (in shares) | 37,500 | 37,066 | 37,411 | 36,983 |
Diluted weighted average shares outstanding (in shares) | 38,117 | 37,383 | 38,131 | 37,322 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | Nov. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 2,140 | $ 249 | $ 1,671 | $ 214 |
Other comprehensive income, before tax: | ||||
Unrealized gain on marketable securities | 0 | 45 | 33 | 45 |
Foreign currency translation | (206) | 150 | (331) | 433 |
Other comprehensive income (loss), before tax | (206) | 195 | (298) | 478 |
Income tax expense related to items of other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive income (loss), net of tax | (206) | 195 | (298) | 478 |
Total comprehensive income, net of tax | $ 1,934 | $ 444 | $ 1,373 | $ 692 |
Consolidated Balance Sheets (un
Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Nov. 30, 2018 | May 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 42,820 | $ 74,096 |
Marketable securities | 1,350 | 1,317 |
Accounts receivable, net of allowances of $2,225 and $2,466, respectively | 43,374 | 39,401 |
Inventories | 50,637 | 48,916 |
Prepaid expenses and other | 4,776 | 4,302 |
Total current assets | 142,957 | 168,032 |
Property, plant and equipment, net | 41,945 | 42,461 |
Other assets | 3,478 | 3,417 |
Intangible assets, net | 168,706 | 130,310 |
Goodwill | 426,874 | 361,252 |
Total assets | 783,960 | 705,472 |
Current liabilities | ||
Accounts payable | 19,424 | 15,775 |
Accrued liabilities | 21,272 | 34,426 |
Current portion of long-term debt | 5,000 | 5,000 |
Current portion of contingent consideration | 4,006 | 2,100 |
Total current liabilities | 49,702 | 57,301 |
Long-term debt, net of current portion | 139,266 | 86,621 |
Deferred income taxes | 17,696 | 17,173 |
Contingent consideration, net of current portion | 22,512 | 1,161 |
Other long-term liabilities | 5,221 | 621 |
Total liabilities | 234,397 | 162,877 |
Commitments and contingencies (Note 14) | ||
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; 37,875,529 and 37,594,493 shares issued and 37,505,529 and 37,224,493 shares outstanding at November 30, 2018 and May 31, 2018, respectively | 372 | 370 |
Additional paid-in capital | 549,355 | 543,762 |
Retained earnings | 6,800 | 5,129 |
Treasury stock, 370,000 shares at November 30, 2018 and May 31, 2018, respectively | (5,714) | (5,714) |
Accumulated other comprehensive loss | (1,250) | (952) |
Total Stockholders’ Equity | 549,563 | 542,595 |
Total Liabilities and Stockholders' Equity | $ 783,960 | $ 705,472 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Nov. 30, 2018 | May 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 2,225 | $ 2,466 |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 37,875,529 | 37,594,493 |
Common stock, shares outstanding (in shares) | 37,505,529 | 37,224,493 |
Treasury stock, shares (in shares) | 370,000 | 370,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 6 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 1,671,000 | $ 214,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 12,291,000 | 11,677,000 |
Stock based compensation | 4,741,000 | 3,763,000 |
Change in fair value of contingent consideration | 256,000 | 187,000 |
Gain on contingent consideration for IPR&D Write-off | 495,000 | (106,000) |
Change in accounts receivable allowances | (75,000) | 280,000 |
Fixed and intangible asset impairments and disposals | 12,000 | 8,000 |
Other | (17,000) | (557,000) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,068,000) | 2,299,000 |
Inventories | (955,000) | 598,000 |
Prepaid expenses and other | (1,183,000) | (703,000) |
Accounts payable, accrued and other liabilities | (10,082,000) | (4,459,000) |
Net cash provided by operating activities | 4,086,000 | 13,201,000 |
Cash flows from investing activities: | ||
Additions to property, plant and equipment | (1,416,000) | (1,222,000) |
Cash paid for acquisitions | (84,920,000) | 0 |
Net cash used in investing activities | (86,336,000) | (1,222,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of and borrowings on long-term debt | 55,000,000 | 0 |
Repayment of long-term debt | (2,500,000) | (2,500,000) |
Payment of acquisition related contingent consideration | (2,100,000) | (9,500,000) |
Proceeds from exercise of stock options and employee stock purchase plan | 854,000 | 1,738,000 |
Net cash provided by (used) in financing activities | 51,254,000 | (10,262,000) |
Effect of exchange rate changes on cash and cash equivalents | (280,000) | 595,000 |
(Decrease) increase in cash and cash equivalents | (31,276,000) | 2,312,000 |
Cash and cash equivalents at beginning of period | 74,096,000 | 47,544,000 |
Cash and cash equivalents at end of period | 42,820,000 | 49,856,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Change in accounts payable for property and equipment | (19,000) | 98,000 |
Fair value of contingent consideration for acquisitions | 25,100 | 0 |
Fair value of acquisition consideration included in accrued expenses and other long-term liabilities | $ 4,863 | $ 0 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (unaudited) - USD ($) $ in Thousands | Total | Restricted stock units | Performance share units | Common Stock | Common StockRestricted stock units | Common StockPerformance share units | Additional paid in capital | Additional paid in capitalRestricted stock units | Retained earnings | Accumulated other comprehensive loss | Treasury Stock |
Beginning Balance at May. 31, 2018 | $ 542,595 | $ 370 | $ 543,762 | $ 5,129 | $ (952) | $ (5,714) | |||||
Beginning Balance, Shares at May. 31, 2018 | 37,594,493 | ||||||||||
Beginning Balance,Treasury Shares at May. 31, 2018 | (370,000) | (370,000) | |||||||||
Net income | $ (469) | (469) | |||||||||
Exercise of stock options | 608 | $ 1 | 607 | ||||||||
Exercise of stock options, Shares | 71,336 | ||||||||||
Issuance/Cancellation of restricted stock units | $ (460) | $ 0 | $ (460) | ||||||||
Issuance/Cancellation of performance share units and restricted stock units, net, Shares | 149,446 | 5,235 | |||||||||
Purchases of common stock under ESPP | 557 | $ 1 | 556 | ||||||||
Purchase of common stock under ESPP, Shares | 40,547 | ||||||||||
Stock-based compensation | 2,150 | 2,150 | |||||||||
Other comprehensive loss, net of tax | (92) | (92) | |||||||||
Ending Balance at Aug. 31, 2018 | 544,889 | $ 372 | 546,615 | 4,660 | (1,044) | $ (5,714) | |||||
Ending Balance, Shares at Aug. 31, 2018 | 37,861,057 | ||||||||||
Ending Balance,Treasury Shares at Aug. 31, 2018 | (370,000) | ||||||||||
Beginning Balance at May. 31, 2018 | $ 542,595 | $ 370 | 543,762 | 5,129 | (952) | $ (5,714) | |||||
Beginning Balance, Shares at May. 31, 2018 | 37,594,493 | ||||||||||
Beginning Balance,Treasury Shares at May. 31, 2018 | (370,000) | (370,000) | |||||||||
Net income | $ 1,671 | ||||||||||
Ending Balance at Nov. 30, 2018 | $ 549,563 | $ 372 | 549,355 | 6,800 | (1,250) | $ (5,714) | |||||
Ending Balance, Shares at Nov. 30, 2018 | 37,875,529 | ||||||||||
Ending Balance,Treasury Shares at Nov. 30, 2018 | (370,000) | (370,000) | |||||||||
Beginning Balance at Aug. 31, 2018 | $ 544,889 | $ 372 | 546,615 | 4,660 | (1,044) | $ (5,714) | |||||
Beginning Balance, Shares at Aug. 31, 2018 | 37,861,057 | ||||||||||
Beginning Balance,Treasury Shares at Aug. 31, 2018 | (370,000) | ||||||||||
Net income | 2,140 | 2,140 | |||||||||
Exercise of stock options | 149 | 149 | |||||||||
Exercise of stock options, Shares | 10,571 | ||||||||||
Issuance/Cancellation of restricted stock units | $ 0 | $ 0 | |||||||||
Issuance/Cancellation of performance share units and restricted stock units, net, Shares | 3,901 | ||||||||||
Purchases of common stock under ESPP | 0 | ||||||||||
Stock-based compensation | 2,591 | 2,591 | |||||||||
Other comprehensive loss, net of tax | (206) | (206) | |||||||||
Ending Balance at Nov. 30, 2018 | $ 549,563 | $ 372 | $ 549,355 | $ 6,800 | $ (1,250) | $ (5,714) | |||||
Ending Balance, Shares at Nov. 30, 2018 | 37,875,529 | ||||||||||
Ending Balance,Treasury Shares at Nov. 30, 2018 | (370,000) | (370,000) |
Consolidated Financial Statemen
Consolidated Financial Statements | 6 Months Ended |
Nov. 30, 2018 | |
Accounting Policies [Abstract] | |
Consolidated Financial Statements | CONSOLIDATED FINANCIAL STATEMENTS The consolidated balance sheet as of November 30, 2018 , the consolidated statement of stockholders’ equity for the three and six months ended November 30, 2018 and 2017, and the consolidated statements of income, consolidated statements of comprehensive income (loss) for the three and six months ended November 30, 2018 and 2017 , and consolidated statements of cash flows for the six months ended November 30, 2018 and 2017 have been prepared by us and are unaudited. The consolidated balance sheet as of May 31, 2018 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, 2018 (and for all periods presented) have been made. The unaudited interim consolidated financial statements for the three and six months ended November 30, 2018 and 2017 |
Acquisitions
Acquisitions | 6 Months Ended |
Nov. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS RadiaDyne Acquisition On September 21, 2018, the Company acquired RadiaDyne, a privately held medical diagnostic and device company that designs and develops patient dose monitoring technology to improve cancer treatment outcomes. The aggregate purchase price of $75.0 million included an upfront payment of $47.9 million , contingent consideration with an estimated fair value of $22.3 million , an indemnification holdback of $4.6 million and a purchase price holdback of $0.2 million . The fair value of $22.3 million in contingent consideration is comprised of $16.5 million for the revenue milestones and $5.8 million for the technical milestones. The $4.6 million indemnification holdback is recorded in other long-term liabilities and the $0.2 million purchase price holdback is recorded in accrued liabilities. This acquisition expands the Company’s growing Oncology business by adding RadiaDyne’s early-stage, proprietary OARtrac® real-time radiation dose monitoring platform and other market-leading oncology solutions, including the IsoLoc®/ImmobiLoc® and Alatus® balloon stabilizing technologies. The Company accounted for the RadiaDyne acquisition under the acquisition method of accounting for business combinations. Accordingly, the cost to acquire the assets was allocated to the underlying net assets in proportion to estimates of their respective fair values. The excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill. Goodwill is deductible for income tax purposes. The Company has not disclosed the amount of revenue and earnings for sales of RadiaDyne products since acquisition, nor proforma information, because these amounts are not significant to the Company's financial statements. Acquisition-related costs associated with the RadiaDyne acquisition, which are included in acquisition, restructuring and other expenses, net in the accompanying consolidated statements of income, were approximately $1.6 million . The following table summarizes the preliminary aggregate purchase price allocated to the net assets acquired: (in thousands) Sep 21, 2018 Assets acquired Accounts receivable $ 900 Inventory 732 Prepaid and other current assets 98 Property, plant and equipment 133 Intangible assets: RadiaDyne trademark 400 OarTrac trademark 200 RadiaDyne legacy product technology 1,500 OarTrac product technology 16,300 RadiaDyne customer relationships 3,700 Goodwill 51,482 Total assets acquired $ 75,445 Liabilities assumed Accounts payable $ 352 Accrued expenses 106 Total liabilities assumed $ 458 Net assets acquired $ 74,987 The allocation of the purchase price to the assets acquired and liabilities assumed, including the amount allocated to goodwill, is subject to change within the measurement period (up to one year from the acquisition date) as additional information that existed at the date of the acquisition related to the values of assets acquired and liabilities assumed is obtained. The values assigned to the RadiaDyne and OarTrac trademark and product technologies were derived using the relief-from-royalties method under the income approach. This approach is used to estimate the cost savings that accrue for the owner of an intangible asset who would otherwise have to pay royalties or licensing fees on revenues earned through the use of the asset if they had not owned the rights to use the assets. The net after-tax royalty savings are calculated for each year in the remaining economic life of the intangible asset and discounted to present value. The trademarks are deemed to have a useful life of five to seven years and the product technologies are deemed to have a useful life of seven to ten years . Both are amortized on a straight-line basis over their useful life. The value assigned to customer relationships was derived using the multi-period excess earnings method under the income approach. This approach estimates the excess earnings generated over the lives of the customers that existed as of the acquisition date and discounts such earnings to present value. Customer relationships are amortized on a straight-line basis over fifteen years . The goodwill arising from the acquisition consists largely of synergies and economies of scale the Company hopes to achieve from combining the acquired assets with the Company's current operations. BioSentry Acquisition On August 14, 2018, the Company acquired the BioSentry product from Surgical Specialties, LLC (“SSC”), for an aggregate purchase price of $39.8 million of which $37.0 million was paid on August 14, 2018 and $2.8 million was recorded as contingent consideration. The contingent consideration liability was recorded at fair value and will be payable to SSC upon fulfillment of certain hydrogel orders. The Company accounted for the BioSentry acquisition under the acquisition method of accounting for business combinations. Accordingly, the cost to acquire the assets was allocated to the underlying net assets in proportion to estimates of their respective fair values. The excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill. Goodwill is deductible for income tax purposes. The Company has not disclosed the amount of revenue and earnings for sales of BioSentry products since acquisition, nor proforma information, because these amounts are not significant to the Company's financial statements. Acquisition-related costs associated with the BioSentry acquisition, which are included in acquisition, restructuring and other expenses, net in the accompanying consolidated statements of income, were approximately $1.0 million . The following table summarizes the preliminary aggregate purchase price allocated to the net assets acquired: Preliminary allocation Adjustments (1) Revised allocation (in thousands) Inventory $ 50 $ — $ 50 Property, plant and equipment 10 — 10 Intangible assets: BioSentry trademark 1,700 800 2,500 BioSentry product technology 13,800 7,100 20,900 Customer relationships 2,500 (300 ) 2,200 Goodwill 21,740 (7,600 ) 14,140 Net assets acquired $ 39,800 $ — $ 39,800 (1) Measurement period adjustments are recognized on a prospective basis in the period of change, instead of restating prior periods. There was no impact to reported earnings in connection with these measurement period adjustments for the periods presented. Amounts represent adjustments to the preliminary purchase price allocation first presented in the Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 2018 resulting from revising the Company's purchase price allocation for this acquisition. The allocation of the purchase price to the assets acquired and liabilities assumed, including the amount allocated to goodwill, is subject to change within the measurement period (up to one year from the acquisition date) as additional information that existed at the date of the acquisition related to the values of assets acquired and liabilities assumed is obtained. The values assigned to the BioSentry trademark and product technologies were derived using the relief-from-royalties method under the income approach. This approach is used to estimate the cost savings that accrue for the owner of an intangible asset who would otherwise have to pay royalties or licensing fees on revenues earned through the use of the asset if they had not owned the rights to use the assets. The net after-tax royalty savings are calculated for each year in the remaining economic life of the intangible asset and discounted to present value. The trademark and product technologies are deemed to have a fifteen year useful life and are amortized on a straight-line basis over their useful life. The value assigned to customer relationships was derived using the multi-period excess earnings method under the income approach. This approach estimates the excess earnings generated over the lives of the customers that existed as of the acquisition date and discounts such earnings to present value. Customer relationships are amortized on a straight-line basis over ten years . |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Nov. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS Adoption of ASC Topic 606 " Revenue from Contracts with Customers " The Company adopted ASC 606, Revenue from Contracts with Customers on June 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for fiscal 2019 reflect the application of ASC 606 guidance while the reported results for fiscal 2018 were prepared under the guidance of ASC 605, Revenue Recognition (“ASC 605”). For discussion of the Company’s accounting policy for revenue recognition under ASC 605, refer to Item 8 of the Annual Report on Form 10-K for the year ended May 31, 2018. The adoption of ASC 606 did not have an impact on the Company’s consolidated balance sheet, results of operations, equity or cash flows as of the adoption date or for the periods presented, other than the enhanced disclosures included in this footnote. Revenue Recognition Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company has one primary revenue stream which is the sales of its products. Disaggregation of Revenue The following tables summarize net product revenue by Global Business Unit ("GBU") and geography for the three and six months ended November 30, 2018: Three months ended November 30, 2018 (in thousands) United States International Total Net sales Vascular Interventions & Therapies $ 42,826 $ 9,668 $ 52,494 Vascular Access 20,081 3,642 23,723 Oncology 8,976 6,310 15,286 Total $ 71,883 $ 19,620 $ 91,503 Six months ended November 30, 2018 (in thousands) United States International Total Net sales Vascular Interventions & Therapies $ 84,864 $ 17,624 $ 102,488 Vascular Access 40,528 6,985 47,513 Oncology 14,175 12,667 26,842 Total $ 139,567 $ 37,276 $ 176,843 Net Product Revenue The Company's products consist of a wide range of medical, surgical and diagnostic devices used by professional healthcare providers for vascular access, for the treatment of peripheral vascular disease and for use in oncology and surgical settings. The Company's devices are generally used in minimally invasive, image-guided procedures. Most of the Company's products are intended to be used once and then discarded, or they may be temporarily implanted for short- or longer-term use. The Company sells its products to its distribution partners and to end users, such as interventional radiologists, interventional cardiologists, vascular surgeons, urologists, interventional and surgical oncologists and critical care nurses. Contracts and Performance Obligations The Company contracts with its customers based on customer purchase orders, which in many cases are governed by master purchasing agreements. The Company’s contracts with customers are generally for product only, and do not include other performance obligations such as services or other material rights. As part of its assessment of each contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. Transaction Price and Allocation to Performance Obligations Transaction prices of products are typically based on contracted rates. Product revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to a customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method. As such, revenue is recorded net of rebates, returns and other deductions. If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products underlying each performance obligation. The Company has standard pricing for its products and determines standalone selling prices based on the price at which the performance obligation is sold separately. Revenue Recognition Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which occurs at a point in time, and may be upon shipment from the Company’s manufacturing site or delivery to the customer’s named location, based on the contractual shipping terms of a contract. In determining whether control has transferred, the Company considers if there is a present right to payment from the customer and when physical possession, legal title and risks and rewards of ownership have transferred to the customer. The Company typically invoices customers upon satisfaction of identified performance obligations. As the Company’s standard payment terms are 30 to 90 days from invoicing, the Company does not provide any significant financing to its customers. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. Variable Consideration Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established for discounts, returns, rebates and allowances that are offered within contracts between the Company and its customers. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as a current liability. Rebates and Allowances: The Company provides certain customers with rebates and allowances that are explicitly stated in the Company’s contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized. The Company establishes a liability for such amounts, which is included in accrued expenses in the accompanying condensed consolidated balance sheets. These rebates and allowances result from performance-based offers that are primarily based on attaining contractually specified sales volumes and administrative fees the Company is required to pay to group purchasing organizations. Product Returns: The Company generally offers customers a limited right of return. Product returns after 30 days must be pre-approved by the Company and customers may be subject to a 20% restocking charge. To be accepted, a returned product must be unadulterated, undamaged and have at least twelve months remaining prior to its expiration date. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company currently estimates product return liabilities using its historical product return information and considers other factors that it believes could significantly impact its expected returns, including product recalls. During the six months ended November 30, 2018, such product returns were not material. Contract Balances with Customers A receivable is recognized in the period the Company ships the product. Payment terms on invoiced amounts are based on contractual terms with each customer and generally coincide with revenue recognition. Accordingly, the Company does not have any contract assets associated with the future right to invoice its customers. In some cases, if control of the product has not yet transferred to the customer or the timing of the payments made by the customer precedes the Company’s fulfillment of the performance obligation, the Company recognizes a contract liability that is included in deferred revenue in the accompanying condensed consolidated balance sheets. The following table presents changes in the Company’s receivables, contract assets and contract liabilities with customers: Nov 30, 2018 May 31, 2018 (in thousands) Receivables $ 43,374 $ 39,401 Contract assets $ — $ — Contract liabilities $ 1,201 $ 1,203 During the six months ended November 30, 2018, the Company recognized $0.2 million in revenue that was included in contract liabilities as of the beginning of the period. This was offset by additions to contract liabilities of $0.2 million . Costs to Obtain or Fulfill a Customer Contract Prior to the adoption of ASC 606, the Company expensed incremental commissions paid to sales representatives for obtaining product sales. Under ASC 606, the Company recognizes an asset for incremental costs of obtaining a contract with a customer if it expects to recover those costs. The Company’s sales incentive compensation plans qualify for capitalization since these plans are directly related to sales achieved during a period of time. However, the Company has elected the practical expedient under ASC 340-40-25-4 to expense the costs as they are incurred within selling and marketing expenses since the amortization period is less than one year. |
Inventories
Inventories | 6 Months Ended |
Nov. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories are stated at lower of cost and net realizable value (using the first-in, first-out method). Inventories consisted of the following: Nov 30, 2018 May 31, 2018 (in thousands) Raw materials $ 20,282 $ 18,678 Work in process 10,125 10,808 Finished goods 20,230 19,430 Inventories $ 50,637 $ 48,916 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, 2018 and May 31, 2018 was $5.0 million and $6.1 million , respectively. Of the $5.0 million reserve as of November 30, 2018, $0.4 million relates to the inventory reserve for Acculis inventory as a result of the recall announced in the fourth quarter of fiscal year 2017 and $0.7 million relates to a specific reserve related to the termination of an agreement with a Japanese distributor in the second quarter of fiscal year 2018. Of the $6.1 million reserve as of May 31, 2018, $1.6 million relates to the inventory reserve for Acculis inventory as a result of the recall announced in the fourth quarter of fiscal year 2017 and $0.7 million |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Nov. 30, 2018 | |
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 its intangible assets and reviews 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 changes in the carrying amount of goodwill for the six months ended November 30, 2018 were as follows: (in thousands) Goodwill balance at May 31, 2018 $ 361,252 Additions for BioSentry acquisition (Note 2) 14,140 Additions for RadiaDyne acquisition (Note 2) 51,482 Goodwill balance at November 30, 2018 $ 426,874 The Company's annual testing for impairment of goodwill was completed as of December 31, 2017. 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, 2017, 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, 2018. The Company continued to assess for potential impairment through November 30, 2018 and noted no events that would be considered a triggering event. Intangible assets consisted of the following: Nov 30, 2018 Gross carrying value Accumulated amortization Net carrying value (in thousands) Product technologies $ 185,872 $ (74,415 ) $ 111,457 Customer relationships 62,284 (25,252 ) 37,032 Trademarks 31,500 (13,085 ) 18,415 Licenses 5,752 (4,697 ) 1,055 Distributor relationships 1,250 (503 ) 747 $ 286,658 $ (117,952 ) $ 168,706 May 31, 2018 Gross carrying value Accumulated amortization Net carrying value (in thousands) Product technologies $ 147,175 $ (68,880 ) $ 78,295 Customer relationships 56,428 (23,237 ) 33,191 Trademarks 28,400 (11,809 ) 16,591 Licenses 5,752 (4,357 ) 1,395 Distributor relationships 1,250 (412 ) 838 $ 239,005 $ (108,695 ) $ 130,310 Amortization expense for the three months ended November 30, 2018 and 2017 was $5.2 million and $4.1 million , respectively. Amortization expense for the six months ended November 30, 2018 and 2017 was $9.3 million and $8.2 million , respectively. Expected future amortization expense related to the intangible assets is as follows: (in thousands) Remainder of 2019 $ 10,277 2020 18,963 2021 17,804 2022 16,919 2023 16,468 2024 and thereafter 88,275 $ 168,706 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Nov. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | ACCRUED LIABILITIES Accrued liabilities consisted of the following: Nov 30, 2018 May 31, 2018 (in thousands) Payroll and related expenses $ 9,624 $ 10,235 Royalties 1,522 1,537 Accrued severance 1,092 1,940 Sales and franchise taxes 1,165 683 Outside services 1,357 2,396 Litigation matters — 12,500 Other 6,512 5,135 $ 21,272 $ 34,426 |
Long Term Debt
Long Term Debt | 6 Months Ended |
Nov. 30, 2018 | |
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 November 30, 2018 and May 31, 2018 the carrying value of long-term debt approximates its fair market value. The interest rate on the Term Loan at November 30, 2018 was 3.80% . The Company was in compliance with the Credit Agreement covenants as of November 30, 2018 . The Company's maturities of principal obligations under the Credit Agreement are as follows, as of November 30, 2018 : (in thousands) Remainder of 2019 $ 2,500 2020 7,500 2021 11,250 2022 68,750 Total term loan 90,000 Revolving facility (1) 55,000 Total debt 145,000 Less: Unamortized debt issuance costs (734 ) Total 144,266 Less: Current portion of long-term debt (5,000 ) Total long-term debt, net $ 139,266 (1) |
Income Taxes
Income Taxes | 6 Months Ended |
Nov. 30, 2018 | |
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 26.3% in the second quarter of fiscal 2019 , as compared to 59.8% for the same period in fiscal 2018 . In fiscal 2019, the Company’s effective tax rate differs from the U.S. statutory rate primarily due to the impact of the valuation allowance, foreign taxes and state taxes. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”). The Tax Reform Act is significant and has wide-ranging effects. The Company is still studying all of the ramifications of the Tax Reform Act, but expects the primary material impact of the Act to be the remeasurement of the Company’s naked credit deferred tax liability, which was recorded in fiscal 2018 as a result of the reduction in U.S. corporate tax rates from 35% to 21%. The Tax Reform Act imposes a one-time transition tax on the deemed repatriation of post-1986 undistributed foreign subsidiaries’ earnings. Based on the information available as of December 31, 2017, the Company estimated undistributed foreign earnings in fiscal 2018. The taxable income arising from this deemed repatriation is expected to result in the utilization of net operating loss carryforwards and other tax credits, offset by changes in the valuation allowance, resulting in no net impact to tax expense. No changes have been made to these estimates and the Company expects to complete its accounting for these items within the prescribed measurement period. The Tax Reform Act also creates a new requirement that certain income earned by foreign subsidiaries (“GILTI”), must be included in U.S. gross income. The FASB allows an accounting policy election of either recognizing deferred taxes for temporary differences expected to reverse as GILTI in future years or recognizing such taxes as a current period expense when incurred. The Company has not yet adopted an accounting policy. The Company regularly assesses its ability to realize its deferred tax assets. Assessing the realization of deferred tax assets requires significant management judgment. In determining whether its deferred tax assets are more likely than not realizable, the Company evaluated all available positive and negative evidence, and weighted the evidence based on its objectivity. Evidence the Company considered included its history of net operating losses, which resulted in the Company recording a full valuation allowance for its deferred tax assets in fiscal 2016, except the naked credit deferred tax liability. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Nov. 30, 2018 | |
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 11.3 million shares of common stock. The 2004 Stock and Incentive Award Plan (the "2004 Plan") provides for the grant of incentive options to the Company's employees and for the grant of non-statutory stock options, restricted stock, stock appreciation rights, performance units, performance shares and other incentive awards to the Company's employees, directors and other service providers. The Company also has an employee stock purchase plan. For the three months ended November 30, 2018 and 2017 , share-based compensation expense was $2.6 million and $2.0 million , respectively. For the six months ended November 30, 2018 and 2017 , share-based compensation expense was $4.7 million and $3.8 million, respectively. During the six months ended November 30, 2018 and 2017 , 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 first six months of fiscal year 2019 , the Company granted market-based 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, 2018 , there was $18.0 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 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Nov. 30, 2018 | |
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, 2018 and 2017 (in thousands): Three Months Ended Six Months Ended (in thousands) Nov 30, 2018 Nov 30, 2017 Nov 30, 2018 Nov 30, 2017 Basic 37,500 37,066 37,411 36,983 Effect of dilutive securities 617 317 720 339 Diluted 38,117 37,383 38,131 37,322 Securities excluded as their inclusion would be anti-dilutive 2,384 1,124 2,354 1,095 |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Nov. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | SEGMENT AND GEOGRAPHIC INFORMATION The Company considers the business to be a single operating segment engaged in the development, manufacture and sale of medical devices for vascular access, peripheral vascular disease and oncology on a global basis. The Company's chief operating decision maker, the President and Chief Executive Officer (CEO), evaluates the various global product portfolios on a net sales basis. Executives reporting to the CEO include those responsible for commercial operations, manufacturing operations, regulatory and quality and certain corporate functions. The CEO evaluates profitability, investment and cash flow metrics on a consolidated worldwide basis due to shared infrastructure and resources. The table below summarizes net sales by Global Business Unit: Three Months Ended Six Months Ended (in thousands) Nov 30, 2018 Nov 30, 2017 Nov 30, 2018 Nov 30, 2017 Net sales Vascular Interventions & Therapies $ 52,494 $ 51,368 $ 102,488 $ 101,234 Vascular Access 23,723 22,574 47,513 45,812 Oncology 15,286 12,764 26,842 25,071 Total $ 91,503 $ 86,706 $ 176,843 $ 172,117 The table below presents net sales by geographic area based on external customer location: Three Months Ended Six Months Ended (in thousands) Nov 30, 2018 Nov 30, 2017 Nov 30, 2018 Nov 30, 2017 Net sales United States $ 71,883 $ 68,301 $ 139,567 $ 137,232 International 19,620 18,405 37,276 34,885 Total $ 91,503 $ 86,706 $ 176,843 $ 172,117 |
Fair Value
Fair Value | 6 Months Ended |
Nov. 30, 2018 | |
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, marketable securities, accounts receivable, accounts payable and contingent consideration. The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximates fair value due to the immediate or short-term maturities. The Company's recurring fair value measurements using significant unobservable inputs (Level 3) relate to the Company's marketable securities, which are comprised of auction rate securities, and contingent consideration. 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, 2018 and May 31, 2018 : Fair Value Measurements using inputs considered as: Fair Value at November 30, 2018 (in thousands) Level 1 Level 2 Level 3 Financial Assets Marketable securities $ — $ — $ 1,350 $ 1,350 Total Financial Assets $ — $ — $ 1,350 $ 1,350 Financial Liabilities Contingent consideration for acquisition earn outs $ — $ — $ 26,518 $ 26,518 Total Financial Liabilities $ — $ — $ 26,518 $ 26,518 Fair Value Measurements using inputs considered as: Fair Value at May 31, 2018 (in thousands) Level 1 Level 2 Level 3 Financial Assets Short-term investments* $ 2,100 $ — $ — $ 2,100 Marketable securities — — 1,317 1,317 Total Financial Assets $ 2,100 $ — $ 1,317 $ 3,417 Financial Liabilities Contingent consideration for acquisition earn outs $ — $ — $ 3,261 $ 3,261 Total Financial Liabilities $ — $ — $ 3,261 $ 3,261 *Included in cash and cash equivalents. There were no transfers between Level 1, 2 and 3 for the three and six months ended November 30, 2018 . The table below presents the changes in fair value components of Level 3 instruments in the three and six months ended November 30, 2018 : Three Months Ended November 30, 2018 Financial Assets Financial Liabilities (in thousands) Fair Value Measurements Fair Value Measurements Balance, August 31, 2018 $ 1,350 $ 3,973 Contingent consideration liability recorded as the result of the acquisitions (Note 2) — 22,301 Change in present value of contingent consideration (1) — 244 Balance, November 30, 2018 $ 1,350 $ 26,518 Six Months Ended November 30, 2018 Financial Assets Financial Liabilities Fair Value Measurements Fair Value Measurements Balance, May 31, 2018 $ 1,317 $ 3,261 Contingent consideration liability recorded as the result of the acquisitions (Note 2) — 25,101 Change in present value of contingent consideration (1) — 256 Fair market value adjustments 33 — Contingent consideration payments — (2,100 ) Balance, November 30, 2018 $ 1,350 $ 26,518 (1) Change in the fair value of contingent consideration is included in earnings and comprised of changes in estimated earn out payments based on projections of Company performance and amortization of the present value discount. Short-term Investments Short-term investments consist of highly liquid investments in municipal bonds that reset on a weekly basis and can be called at any point in time. Marketable Securities Marketable securities consist solely of an auction rate security. Assumptions associated with the auction rate security include the interest rate benchmarks, the probability of full repayment of the principal considering the credit quality and guarantees in place, and the rate of return required by investors to own such securities given the current liquidity risk. Contingent Consideration for Acquisition Earn Outs Some of the Company's business combinations involve the potential for the payment of future contingent consideration upon the achievement of certain product development milestones or various other performance conditions. Payment of the additional consideration is generally contingent on the acquired company reaching certain performance milestones, including attaining specified revenue levels or product development targets. Contingent consideration is recorded at the estimated fair value of the contingent payments on the acquisition date. The fair value of the contingent consideration is remeasured at the estimated fair value at each reporting period with the change in fair value recognized as income or expense within change in fair value of contingent consideration in the consolidated statements of income. The Company measures the initial liability and remeasures the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. The fair value is determined using a discounted cash flow model applied to projected net sales, using probabilities of achieving projected net sales and projected payment dates. Projected net sales are based on the Company's internal projections and extensive analysis of the target market and the sales potential. Increases or decreases in any valuation inputs in isolation may result in a significantly lower or higher fair value measurement in the future. The recurring Level 3 fair value measurements of the contingent consideration liabilities include the following significant unobservable inputs as of November 30, 2018 : (in thousands) Fair Value Valuation Technique Unobservable Input Range Revenue based payments $ 17,842 Discounted cash flow Discount rate 4% - 5% Probability of payment 66% - 100% Projected fiscal year of payment 2019 - 2023 Technical milestones $ 5,855 Estimated probability Estimated probability 90% Projected year of payment 2020 Supplier default holdback $ 2,821 Estimated probability Estimated probability 95% Projected fiscal year of payment 2019 Total $ 26,518 At November 30, 2018 , the range of estimated potential undiscounted future contingent consideration that the Company expects to pay as a result of all completed acquisitions is approximately $31.1 million to $ 41.1 million |
Marketable Securities
Marketable Securities | 6 Months Ended |
Nov. 30, 2018 | |
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 related tax effects, in stockholders' equity. Cost is determined using the specific identification method. The Company holds 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 the Company may be unable to liquidate its position in the security in the near term. The Company has not participated in any recent auctions. As of November 30, 2018 and May 31, 2018 , the Company had $1.4 million and $1.3 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, 2018 and May 31, 2018 , marketable securities consisted of the following: November 30, 2018 (in thousands) Amortized cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: Government agency obligations $ 1,350 $ — $ — $ 1,350 $ 1,350 $ — $ — $ 1,350 May 31, 2018 (in thousands) Amortized cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: Government agency obligations $ 1,350 $ — $ (33 ) $ 1,317 $ 1,350 $ — $ (33 ) $ 1,317 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Nov. 30, 2018 | |
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 the Company's 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 Company filed petitions for reexamination in the US Patent and Trademark Office ("USPTO") seeking to invalidate all three patents asserted by Bard in the litigation. The Company's 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 40000 claims subject to reexamination. Thereafter, Bard filed appeals to the USPTO Board of Appeals and Interferences for all three reexaminations. 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). 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 have completed the process of filing the various appellate briefs. MedComp also filed an Amicus Brief in support of the Company on November 22, 2017. An oral hearing in the case was held on September 5, 2018 and the court rendered its decision on September 28, 2018. The Federal Circuit affirmed that claims 1-5 and 10 of the ‘615 patent were invalid. The Federal Circuit also affirmed the Board’s decision that claims 6-7 of the 615 patent and 1-4 of the 302 patent were valid in light of the asserted prior art references. The Federal Circuit reversed the PTAB’s claim construction ruling and remanded for consideration of obviousness for the remaining claims under the new claim construction ruling and further findings with respect to whether one of the asserted references qualified as a printed publication. The parties are awaiting further instruction for proceeding from the USPTO in light of the decision. Meanwhile, the Utah Action has been stayed pending final resolution of the USPTO process. On July 12, 2017, Bard assigned the asserted patents to Bard Peripheral Vascular, Inc. (“BPV”) which was added as Co-Appellant before the Federal Circuit and as a co-Plaintiff in the Utah action. The Company believes these claims are without merit and intends to defend them vigorously. The Company has not recorded an expense related to the outcome of this litigation because it is not yet possible to determine if a potential loss is probable nor reasonably estimable. On March 10, 2015, C.R. Bard, Inc. ("Bard") and Bard Peripheral Vascular, Inc. (“BPV”) filed suit in the United States District Court for the District of Delaware claiming certain of the Company's 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. A 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. On October 20, 2017, the scheduling order for the case was amended to, among other things, set a trial date commencing July 23, 2018. The parties completed Expert Discovery in January 2018. The parties completed briefing on their respective case dispositive motions on April 27, 2018. On June 26, 2018, the Court denied all case dispositive motions, ruling that issues of material fact remained in dispute. On July 9, 2018, the Court continued the trial until March 2019. Meanwhile, a further Markman hearing is scheduled for January 9, 2019 to resolve two claim construction issues which are needed before the case goes to trial. The Company believes these claims are without merit and intends to defend them vigorously. The Company has not recorded an expense related to the outcome of this litigation because it is not yet possible to determine if a potential loss is probable nor reasonably estimable. AngioDynamics, Inc. v. C.R. Bard, Inc. On May 30, 2017, the Company commenced an action in the United States District Court for the Northern District of New York entitled AngioDynamics, Inc. v. C.R. Bard, Inc. and Bard Access Systems, Inc. (“Bard”). In this action, the Company alleges that Bard has illegally tied the sales of its tip location systems to the sales of its PICCs. The Company alleges that this practice violates the federal antitrust laws and has had, and continues to have, an anti-competitive effect in the market for PICCs. The Company seeks both monetary damages and injunctive relief. Bard moved to dismiss on September 8, 2017. On August 6, 2018 the court denied Bard’s motion in its entirety. Governmental Investigations In June 2014, the Company 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. The Company fully cooperated with this investigation. In April 2015, the Company 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 the Company's VenaCure EVLT products for un-cleared indications. The Company fully cooperated 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 plus interest. In July 2018, the Company executed the final settlements and paid approximately $12.7 million |
Acquisition, Restructuring and
Acquisition, Restructuring and Other Items, Net | 6 Months Ended |
Nov. 30, 2018 | |
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, 2018 and 2017 acquisition, restructuring and other items, net consisted of: Three months ended Six Months Ended (in thousands) Nov 30, 2018 Nov 30, 2017 Nov 30, 2018 Nov 30, 2017 Legal* $ 867 $ 2,236 $ 3,747 $ 3,848 Mergers and acquisitions 1,543 980 2,862 1,132 Restructuring 128 1,420 258 2,636 Other 190 130 283 139 Total $ 2,728 $ 4,766 $ 7,150 $ 7,755 *Legal expenses related to litigation that is outside the normal course of business. 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 its 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 were completed in the fourth quarter of fiscal year 2018 with immaterial costs to be incurred in fiscal year 2019. The Company recorded restructuring charges related to the plan during the three and six months ended November 30, 2018 of $0.1 million and $0.3 million , respectively. During the three and six months ended November 30, 2017 , the Company recorded $1.4 million and $2.6 million , respectively. Total restructuring charges recorded to date are $6.2 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, 2018 : Three Months Ended November 30, 2018 Termination Benefits Plant Consolidation Regulatory Filings Contract Cancellation Costs Total (in thousands) Balance at August 31, 2018 $ 317 $ 17 $ 14 $ 200 $ 548 Charges — 126 2 — 128 Cash payments (216 ) (143 ) (16 ) — (375 ) Balance at November 30, 2018 $ 101 $ — $ — $ 200 $ 301 Six Months Ended November 30, 2018 Termination Benefits Plant Consolidation Regulatory Filings Contract Cancellation Costs Total (in thousands) Balance at May 31, 2018 $ 838 $ 21 $ 12 $ 200 $ 1,071 Charges — 236 22 — 258 Cash payments (737 ) (257 ) (34 ) — (1,028 ) Balance at November 30, 2018 $ 101 $ — $ — $ 200 $ 301 The Company’s restructuring liability of $0.3 million |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Nov. 30, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Changes in each component of accumulated other comprehensive income (loss), net of tax, are as follows for the three and six months ended November 30, 2018 : Three months ended November 30, 2018 (in thousands) Foreign currency translation gain (loss) Unrealized gain (loss) on marketable securities Total Balance at August 31, 2018 $ (1,160 ) $ 116 $ (1,044 ) Other comprehensive loss before reclassifications, net of tax (206 ) — (206 ) Amounts reclassified from accumulated other comprehensive income — — — Net other comprehensive loss $ (206 ) $ — $ (206 ) Balance at November 30, 2018 $ (1,366 ) $ 116 $ (1,250 ) Six months ended November 30, 2018 (in thousands) Foreign currency translation gain (loss) Unrealized gain (loss) on marketable securities Total Balance at May 31, 2018 $ (1,035 ) $ 83 $ (952 ) Other comprehensive income (loss) before reclassifications, net of tax (331 ) 33 (298 ) Amounts reclassified from accumulated other comprehensive income — — — Net other comprehensive income (loss) $ (331 ) $ 33 $ (298 ) Balance at November 30, 2018 $ (1,366 ) $ 116 $ (1,250 ) |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 6 Months Ended |
Nov. 30, 2018 | |
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 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 See Note 3, "Revenue from Contracts with Customers" for the required disclosures related to the impact of adopting this standard. The adoption of this standard did not have a material impact on the Company’s consolidated balance sheets and statements of operations. 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 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 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. |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Policies) | 6 Months Ended |
Nov. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Revenue from Contracts with Customers | Contracts and Performance Obligations The Company contracts with its customers based on customer purchase orders, which in many cases are governed by master purchasing agreements. The Company’s contracts with customers are generally for product only, and do not include other performance obligations such as services or other material rights. As part of its assessment of each contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. Transaction Price and Allocation to Performance Obligations Transaction prices of products are typically based on contracted rates. Product revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to a customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method. As such, revenue is recorded net of rebates, returns and other deductions. If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products underlying each performance obligation. The Company has standard pricing for its products and determines standalone selling prices based on the price at which the performance obligation is sold separately. Revenue Recognition Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which occurs at a point in time, and may be upon shipment from the Company’s manufacturing site or delivery to the customer’s named location, based on the contractual shipping terms of a contract. In determining whether control has transferred, the Company considers if there is a present right to payment from the customer and when physical possession, legal title and risks and rewards of ownership have transferred to the customer. The Company typically invoices customers upon satisfaction of identified performance obligations. As the Company’s standard payment terms are 30 to 90 days from invoicing, the Company does not provide any significant financing to its customers. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. Variable Consideration Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established for discounts, returns, rebates and allowances that are offered within contracts between the Company and its customers. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as a current liability. Rebates and Allowances: The Company provides certain customers with rebates and allowances that are explicitly stated in the Company’s contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized. The Company establishes a liability for such amounts, which is included in accrued expenses in the accompanying condensed consolidated balance sheets. These rebates and allowances result from performance-based offers that are primarily based on attaining contractually specified sales volumes and administrative fees the Company is required to pay to group purchasing organizations. Product Returns: The Company generally offers customers a limited right of return. Product returns after 30 days must be pre-approved by the Company and customers may be subject to a 20% restocking charge. To be accepted, a returned product must be unadulterated, undamaged and have at least twelve months remaining prior to its expiration date. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company currently estimates product return liabilities using its historical product return information and considers other factors that it believes could significantly impact its expected returns, including product recalls. During the six months ended November 30, 2018, such product returns were not material. Contract Balances with Customers Prior to the adoption of ASC 606, the Company expensed incremental commissions paid to sales representatives for obtaining product sales. Under ASC 606, the Company recognizes an asset for incremental costs of obtaining a contract with a customer if it expects to recover those costs. The Company’s sales incentive compensation plans qualify for capitalization since these plans are directly related to sales achieved during a period of time. However, the Company has elected the practical expedient under ASC 340-40-25-4 to expense the costs as they are incurred within selling and marketing expenses since the amortization period is less than one year. Adoption of ASC Topic 606 " Revenue from Contracts with Customers " The Company adopted ASC 606, Revenue from Contracts with Customers on June 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for fiscal 2019 reflect the application of ASC 606 guidance while the reported results for fiscal 2018 were prepared under the guidance of ASC 605, Revenue Recognition (“ASC 605”). For discussion of the Company’s accounting policy for revenue recognition under ASC 605, refer to Item 8 of the Annual Report on Form 10-K for the year ended May 31, 2018. The adoption of ASC 606 did not have an impact on the Company’s consolidated balance sheet, results of operations, equity or cash flows as of the adoption date or for the periods presented, other than the enhanced disclosures included in this footnote. Revenue Recognition |
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 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 See Note 3, "Revenue from Contracts with Customers" for the required disclosures related to the impact of adopting this standard. The adoption of this standard did not have a material impact on the Company’s consolidated balance sheets and statements of operations. 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 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 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. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Nov. 30, 2018 | |
Business Combinations [Abstract] | |
Preliminary Aggregate Purchase Price | The following table summarizes the preliminary aggregate purchase price allocated to the net assets acquired: (in thousands) Sep 21, 2018 Assets acquired Accounts receivable $ 900 Inventory 732 Prepaid and other current assets 98 Property, plant and equipment 133 Intangible assets: RadiaDyne trademark 400 OarTrac trademark 200 RadiaDyne legacy product technology 1,500 OarTrac product technology 16,300 RadiaDyne customer relationships 3,700 Goodwill 51,482 Total assets acquired $ 75,445 Liabilities assumed Accounts payable $ 352 Accrued expenses 106 Total liabilities assumed $ 458 Net assets acquired $ 74,987 preliminary aggregate purchase price allocated to the net assets acquired: Preliminary allocation Adjustments (1) Revised allocation (in thousands) Inventory $ 50 $ — $ 50 Property, plant and equipment 10 — 10 Intangible assets: BioSentry trademark 1,700 800 2,500 BioSentry product technology 13,800 7,100 20,900 Customer relationships 2,500 (300 ) 2,200 Goodwill 21,740 (7,600 ) 14,140 Net assets acquired $ 39,800 $ — $ 39,800 (1) |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Nov. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables summarize net product revenue by Global Business Unit ("GBU") and geography for the three and six months ended November 30, 2018: Three months ended November 30, 2018 (in thousands) United States International Total Net sales Vascular Interventions & Therapies $ 42,826 $ 9,668 $ 52,494 Vascular Access 20,081 3,642 23,723 Oncology 8,976 6,310 15,286 Total $ 71,883 $ 19,620 $ 91,503 Six months ended November 30, 2018 (in thousands) United States International Total Net sales Vascular Interventions & Therapies $ 84,864 $ 17,624 $ 102,488 Vascular Access 40,528 6,985 47,513 Oncology 14,175 12,667 26,842 Total $ 139,567 $ 37,276 $ 176,843 |
Contract Balances with Customers | The following table presents changes in the Company’s receivables, contract assets and contract liabilities with customers: Nov 30, 2018 May 31, 2018 (in thousands) Receivables $ 43,374 $ 39,401 Contract assets $ — $ — Contract liabilities $ 1,201 $ 1,203 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Nov. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are stated at lower of cost and net realizable value (using the first-in, first-out method). Inventories consisted of the following: Nov 30, 2018 May 31, 2018 (in thousands) Raw materials $ 20,282 $ 18,678 Work in process 10,125 10,808 Finished goods 20,230 19,430 Inventories $ 50,637 $ 48,916 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Nov. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the six months ended November 30, 2018 were as follows: (in thousands) Goodwill balance at May 31, 2018 $ 361,252 Additions for BioSentry acquisition (Note 2) 14,140 Additions for RadiaDyne acquisition (Note 2) 51,482 Goodwill balance at November 30, 2018 $ 426,874 |
Intangible Assets | Intangible assets consisted of the following: Nov 30, 2018 Gross carrying value Accumulated amortization Net carrying value (in thousands) Product technologies $ 185,872 $ (74,415 ) $ 111,457 Customer relationships 62,284 (25,252 ) 37,032 Trademarks 31,500 (13,085 ) 18,415 Licenses 5,752 (4,697 ) 1,055 Distributor relationships 1,250 (503 ) 747 $ 286,658 $ (117,952 ) $ 168,706 May 31, 2018 Gross carrying value Accumulated amortization Net carrying value (in thousands) Product technologies $ 147,175 $ (68,880 ) $ 78,295 Customer relationships 56,428 (23,237 ) 33,191 Trademarks 28,400 (11,809 ) 16,591 Licenses 5,752 (4,357 ) 1,395 Distributor relationships 1,250 (412 ) 838 $ 239,005 $ (108,695 ) $ 130,310 |
Schedule of Future Amortization Expense | Expected future amortization expense related to the intangible assets is as follows: (in thousands) Remainder of 2019 $ 10,277 2020 18,963 2021 17,804 2022 16,919 2023 16,468 2024 and thereafter 88,275 $ 168,706 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Nov. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following: Nov 30, 2018 May 31, 2018 (in thousands) Payroll and related expenses $ 9,624 $ 10,235 Royalties 1,522 1,537 Accrued severance 1,092 1,940 Sales and franchise taxes 1,165 683 Outside services 1,357 2,396 Litigation matters — 12,500 Other 6,512 5,135 $ 21,272 $ 34,426 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 6 Months Ended |
Nov. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's maturities of principal obligations under the Credit Agreement are as follows, as of November 30, 2018 : (in thousands) Remainder of 2019 $ 2,500 2020 7,500 2021 11,250 2022 68,750 Total term loan 90,000 Revolving facility (1) 55,000 Total debt 145,000 Less: Unamortized debt issuance costs (734 ) Total 144,266 Less: Current portion of long-term debt (5,000 ) Total long-term debt, net $ 139,266 (1) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Nov. 30, 2018 | |
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, 2018 and 2017 (in thousands): Three Months Ended Six Months Ended (in thousands) Nov 30, 2018 Nov 30, 2017 Nov 30, 2018 Nov 30, 2017 Basic 37,500 37,066 37,411 36,983 Effect of dilutive securities 617 317 720 339 Diluted 38,117 37,383 38,131 37,322 Securities excluded as their inclusion would be anti-dilutive 2,384 1,124 2,354 1,095 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 6 Months Ended |
Nov. 30, 2018 | |
Segment Reporting [Abstract] | |
Summary of Net Sales by Product Category | The table below summarizes net sales by Global Business Unit: Three Months Ended Six Months Ended (in thousands) Nov 30, 2018 Nov 30, 2017 Nov 30, 2018 Nov 30, 2017 Net sales Vascular Interventions & Therapies $ 52,494 $ 51,368 $ 102,488 $ 101,234 Vascular Access 23,723 22,574 47,513 45,812 Oncology 15,286 12,764 26,842 25,071 Total $ 91,503 $ 86,706 $ 176,843 $ 172,117 |
Summary of Net Sales by Geographic Area | The table below presents net sales by geographic area based on external customer location: Three Months Ended Six Months Ended (in thousands) Nov 30, 2018 Nov 30, 2017 Nov 30, 2018 Nov 30, 2017 Net sales United States $ 71,883 $ 68,301 $ 139,567 $ 137,232 International 19,620 18,405 37,276 34,885 Total $ 91,503 $ 86,706 $ 176,843 $ 172,117 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Nov. 30, 2018 | |
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, 2018 and May 31, 2018 : Fair Value Measurements using inputs considered as: Fair Value at November 30, 2018 (in thousands) Level 1 Level 2 Level 3 Financial Assets Marketable securities $ — $ — $ 1,350 $ 1,350 Total Financial Assets $ — $ — $ 1,350 $ 1,350 Financial Liabilities Contingent consideration for acquisition earn outs $ — $ — $ 26,518 $ 26,518 Total Financial Liabilities $ — $ — $ 26,518 $ 26,518 Fair Value Measurements using inputs considered as: Fair Value at May 31, 2018 (in thousands) Level 1 Level 2 Level 3 Financial Assets Short-term investments* $ 2,100 $ — $ — $ 2,100 Marketable securities — — 1,317 1,317 Total Financial Assets $ 2,100 $ — $ 1,317 $ 3,417 Financial Liabilities Contingent consideration for acquisition earn outs $ — $ — $ 3,261 $ 3,261 Total Financial Liabilities $ — $ — $ 3,261 $ 3,261 |
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, 2018 : Three Months Ended November 30, 2018 Financial Assets Financial Liabilities (in thousands) Fair Value Measurements Fair Value Measurements Balance, August 31, 2018 $ 1,350 $ 3,973 Contingent consideration liability recorded as the result of the acquisitions (Note 2) — 22,301 Change in present value of contingent consideration (1) — 244 Balance, November 30, 2018 $ 1,350 $ 26,518 Six Months Ended November 30, 2018 Financial Assets Financial Liabilities Fair Value Measurements Fair Value Measurements Balance, May 31, 2018 $ 1,317 $ 3,261 Contingent consideration liability recorded as the result of the acquisitions (Note 2) — 25,101 Change in present value of contingent consideration (1) — 256 Fair market value adjustments 33 — Contingent consideration payments — (2,100 ) Balance, November 30, 2018 $ 1,350 $ 26,518 |
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, 2018 : (in thousands) Fair Value Valuation Technique Unobservable Input Range Revenue based payments $ 17,842 Discounted cash flow Discount rate 4% - 5% Probability of payment 66% - 100% Projected fiscal year of payment 2019 - 2023 Technical milestones $ 5,855 Estimated probability Estimated probability 90% Projected year of payment 2020 Supplier default holdback $ 2,821 Estimated probability Estimated probability 95% Projected fiscal year of payment 2019 Total $ 26,518 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Nov. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | As of November 30, 2018 and May 31, 2018 , marketable securities consisted of the following: November 30, 2018 (in thousands) Amortized cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: Government agency obligations $ 1,350 $ — $ — $ 1,350 $ 1,350 $ — $ — $ 1,350 May 31, 2018 (in thousands) Amortized cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: Government agency obligations $ 1,350 $ — $ (33 ) $ 1,317 $ 1,350 $ — $ (33 ) $ 1,317 |
Acquisition, Restructuring an_2
Acquisition, Restructuring and Other Items, Net (Tables) | 6 Months Ended |
Nov. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The table below presents the restructuring reserve for the three and six months ended November 30, 2018 : Three Months Ended November 30, 2018 Termination Benefits Plant Consolidation Regulatory Filings Contract Cancellation Costs Total (in thousands) Balance at August 31, 2018 $ 317 $ 17 $ 14 $ 200 $ 548 Charges — 126 2 — 128 Cash payments (216 ) (143 ) (16 ) — (375 ) Balance at November 30, 2018 $ 101 $ — $ — $ 200 $ 301 Six Months Ended November 30, 2018 Termination Benefits Plant Consolidation Regulatory Filings Contract Cancellation Costs Total (in thousands) Balance at May 31, 2018 $ 838 $ 21 $ 12 $ 200 $ 1,071 Charges — 236 22 — 258 Cash payments (737 ) (257 ) (34 ) — (1,028 ) Balance at November 30, 2018 $ 101 $ — $ — $ 200 $ 301 three and six months ended November 30, 2018 and 2017 acquisition, restructuring and other items, net consisted of: Three months ended Six Months Ended (in thousands) Nov 30, 2018 Nov 30, 2017 Nov 30, 2018 Nov 30, 2017 Legal* $ 867 $ 2,236 $ 3,747 $ 3,848 Mergers and acquisitions 1,543 980 2,862 1,132 Restructuring 128 1,420 258 2,636 Other 190 130 283 139 Total $ 2,728 $ 4,766 $ 7,150 $ 7,755 *Legal expenses related to litigation that is outside the normal course of business. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Nov. 30, 2018 | |
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, 2018 : Three months ended November 30, 2018 (in thousands) Foreign currency translation gain (loss) Unrealized gain (loss) on marketable securities Total Balance at August 31, 2018 $ (1,160 ) $ 116 $ (1,044 ) Other comprehensive loss before reclassifications, net of tax (206 ) — (206 ) Amounts reclassified from accumulated other comprehensive income — — — Net other comprehensive loss $ (206 ) $ — $ (206 ) Balance at November 30, 2018 $ (1,366 ) $ 116 $ (1,250 ) Six months ended November 30, 2018 (in thousands) Foreign currency translation gain (loss) Unrealized gain (loss) on marketable securities Total Balance at May 31, 2018 $ (1,035 ) $ 83 $ (952 ) Other comprehensive income (loss) before reclassifications, net of tax (331 ) 33 (298 ) Amounts reclassified from accumulated other comprehensive income — — — Net other comprehensive income (loss) $ (331 ) $ 33 $ (298 ) Balance at November 30, 2018 $ (1,366 ) $ 116 $ (1,250 ) |
Recently Issued Accounting Pr_3
Recently Issued Accounting Pronouncements (Tables) | 6 Months Ended |
Nov. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | The following table provides a description of recent accounting pronouncements that may have a material effect on the Company's consolidated financial statements: Recently Issued Accounting Pronouncements - Adopted Standard Description Date Adopted Effect on the Consolidated Financial Statements ASU 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 See Note 3, "Revenue from Contracts with Customers" for the required disclosures related to the impact of adopting this standard. The adoption of this standard did not have a material impact on the Company’s consolidated balance sheets and statements of operations. 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 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 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. |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Sep. 21, 2018 | Aug. 14, 2018 | Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | Nov. 30, 2017 | May 31, 2017 | May 31, 2018 |
Business Acquisition [Line Items] | ||||||||
Contingent consideration, liabilities | $ 26,518 | $ 26,518 | $ 3,261 | |||||
Other long-term liabilities | 5,221 | 5,221 | 621 | |||||
Accrued liabilities | 21,272 | 21,272 | $ 34,426 | |||||
Acquisition, restructuring and other items, net | $ 2,728 | $ 4,766 | $ 7,150 | $ 7,755 | ||||
Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 2 years | |||||||
Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 18 years | |||||||
RadiaDyne | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate purchase price | $ 75,000 | |||||||
Payments to acquire business | 47,900 | |||||||
Contingent consideration, liabilities | 22,300 | |||||||
Other long-term liabilities | 4,600 | |||||||
Accrued liabilities | $ 200 | |||||||
Acquisition, restructuring and other items, net | $ 1,600 | |||||||
RadiaDyne | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 15 years | |||||||
RadiaDyne | Minimum | Trademark | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 5 years | |||||||
RadiaDyne | Minimum | Product technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 7 years | |||||||
RadiaDyne | Maximum | Trademark | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 7 years | |||||||
RadiaDyne | Maximum | Product technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 10 years | |||||||
RadiaDyne | Revenue milestones | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration, liabilities | $ 16,500 | |||||||
RadiaDyne | Technical milestones | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration, liabilities | $ 5,800 | |||||||
BioSentry | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate purchase price | $ 39,800 | |||||||
Payments to acquire business | 37,000 | |||||||
Contingent consideration, liabilities | $ 2,800 | |||||||
Acquisition related costs | $ 1,000 | |||||||
BioSentry | Trademark | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 15 years | |||||||
BioSentry | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 10 years |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 4 Months Ended | |||
Nov. 30, 2018 | Sep. 21, 2018 | Aug. 14, 2018 | May 31, 2018 | |
Assets acquired | ||||
Goodwill | $ 426,874 | $ 361,252 | ||
RadiaDyne | ||||
Assets acquired | ||||
Receivables | $ 900 | |||
Inventory | 732 | |||
Prepaid and other current assets | 98 | |||
Property, plant and equipment | 133 | |||
Goodwill | 51,482 | |||
Total assets acquired | 75,445 | |||
Liabilities assumed | ||||
Accounts payable | 352 | |||
Accrued expenses | 106 | |||
Total liabilities assumed | 458 | |||
Net assets acquired | 74,987 | |||
RadiaDyne | RadiaDyne trademark | ||||
Assets acquired | ||||
Intangible assets | 400 | |||
RadiaDyne | OarTrac trademark | ||||
Assets acquired | ||||
Intangible assets | 200 | |||
RadiaDyne | RadiaDyne legacy product technology | ||||
Assets acquired | ||||
Intangible assets | 1,500 | |||
RadiaDyne | OarTrac product technology | ||||
Assets acquired | ||||
Intangible assets | 16,300 | |||
RadiaDyne | Customer relationships | ||||
Assets acquired | ||||
Intangible assets | $ 3,700 | |||
BioSentry | ||||
Assets acquired | ||||
Inventory | 50 | $ 50 | ||
Adjustments, inventory | 0 | |||
Property, plant and equipment | 10 | 10 | ||
Adjustments, property, plant and equipement | 0 | |||
Adjustments, intangible assets | (7,600) | |||
Goodwill | 14,140 | 21,740 | ||
Liabilities assumed | ||||
Net assets acquired | 39,800 | 39,800 | ||
Adjustments, net assets acquired | 0 | |||
BioSentry | Trademark | ||||
Assets acquired | ||||
Intangible assets | 2,500 | 1,700 | ||
Adjustments, intangible assets | 800 | |||
BioSentry | Product technology | ||||
Assets acquired | ||||
Intangible assets | 20,900 | 13,800 | ||
Adjustments, intangible assets | 7,100 | |||
BioSentry | Customer relationships | ||||
Assets acquired | ||||
Intangible assets | 2,200 | $ 2,500 | ||
Adjustments, intangible assets | $ (300) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | Nov. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 91,503 | $ 86,706 | $ 176,843 | $ 172,117 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 71,883 | 68,301 | 139,567 | 137,232 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 19,620 | 18,405 | 37,276 | 34,885 |
Vascular Interventions & Therapies | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 52,494 | 51,368 | 102,488 | 101,234 |
Vascular Interventions & Therapies | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 42,826 | 84,864 | ||
Vascular Interventions & Therapies | International | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 9,668 | 17,624 | ||
Vascular Access | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 23,723 | 22,574 | 47,513 | 45,812 |
Vascular Access | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 20,081 | 40,528 | ||
Vascular Access | International | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 3,642 | 6,985 | ||
Oncology | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 15,286 | $ 12,764 | 26,842 | $ 25,071 |
Oncology | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 8,976 | 14,175 | ||
Oncology | International | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 6,310 | $ 12,667 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Narrative (Details) $ in Millions | 6 Months Ended |
Nov. 30, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | |
Days after purchase after which pre-approval is required for product return | 30 days |
Restocking charge (as percent) | 20.00% |
Minimum remaining period prior to product expiration | 12 months |
Revenue recognized from contract liability balances in respective periods | $ 0.2 |
Additions to contract liabilities | $ 0.2 |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Payment term | 30 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Payment term | 90 days |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Contract Balances with Customers (Details) - USD ($) $ in Thousands | Nov. 30, 2018 | May 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Receivables | $ 43,374 | $ 39,401 |
Contract assets | 0 | 0 |
Contract liabilities | $ 1,201 | $ 1,203 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Nov. 30, 2018 | May 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 20,282 | $ 18,678 |
Work in process | 10,125 | 10,808 |
Finished goods | 20,230 | 19,430 |
Inventories | $ 50,637 | $ 48,916 |
Inventories - Narrative (Detail
Inventories - Narrative (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2018 | May 31, 2018 | |
Inventory [Line Items] | |||
Inventory valuation reserves | $ 5 | $ 6.1 | |
Inventory write-down | $ 0.7 | ||
Acculis Inventory | |||
Inventory [Line Items] | |||
Inventory valuation reserves | $ 0.4 | $ 1.6 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Detail) | Dec. 31, 2017USD ($) | Nov. 30, 2018USD ($) | Nov. 30, 2017USD ($) | Nov. 30, 2018USD ($)segment | Nov. 30, 2017USD ($) | May 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||||||
Number of reporting units | segment | 1 | |||||
Goodwill impairment | $ 0 | |||||
Amortization of intangibles | $ 5,188,000 | $ 4,146,000 | $ 9,304,000 | $ 8,242,000 | ||
Document Period End Date | Nov. 30, 2018 | |||||
Minimum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated useful life of intangible assets other than goodwill | 2 years | |||||
Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated useful life of intangible assets other than goodwill | 18 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 6 Months Ended |
Nov. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 361,252 |
Goodwill, ending balance | 426,874 |
BioSentry | |
Goodwill [Roll Forward] | |
Additions for acquisition (Note 2) | 14,140 |
Goodwill, ending balance | 14,140 |
RadiaDyne | |
Goodwill [Roll Forward] | |
Additions for acquisition (Note 2) | $ 51,482 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Nov. 30, 2018 | May 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Document Period End Date | Nov. 30, 2018 | |
Gross carrying value, finite intangible items | $ 286,658 | $ 239,005 |
Accumulated amortization | (117,952) | (108,695) |
Net carrying value, finite intangible items | 168,706 | 130,310 |
Product technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 185,872 | 147,175 |
Accumulated amortization | (74,415) | (68,880) |
Net carrying value, finite intangible items | 111,457 | 78,295 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 62,284 | 56,428 |
Accumulated amortization | (25,252) | (23,237) |
Net carrying value, finite intangible items | 37,032 | 33,191 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 31,500 | 28,400 |
Accumulated amortization | (13,085) | (11,809) |
Net carrying value, finite intangible items | 18,415 | 16,591 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 5,752 | 5,752 |
Accumulated amortization | (4,697) | (4,357) |
Net carrying value, finite intangible items | 1,055 | 1,395 |
Distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value, finite intangible items | 1,250 | 1,250 |
Accumulated amortization | (503) | (412) |
Net carrying value, finite intangible items | $ 747 | $ 838 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Expected Future Amortization Expense (Detail) - USD ($) $ in Thousands | Nov. 30, 2018 | May 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2019 | $ 10,277 | |
2,020 | 18,963 | |
2,021 | 17,804 | |
2,022 | 16,919 | |
2,023 | 16,468 | |
2024 and thereafter | 88,275 | |
Net carrying value, finite intangible items | $ 168,706 | $ 130,310 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Nov. 30, 2018 | May 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Payroll and related expenses | $ 9,624 | $ 10,235 |
Royalties | 1,522 | 1,537 |
Accrued severance | 1,092 | 1,940 |
Sales and franchise taxes | 1,165 | 683 |
Outside services | 1,357 | 2,396 |
Litigation matters | 0 | 12,500 |
Other | 6,512 | 5,135 |
Total | $ 21,272 | $ 34,426 |
Long Term Debt - Narrative (Det
Long Term Debt - Narrative (Detail) - USD ($) | Nov. 07, 2016 | Nov. 30, 2018 | Nov. 30, 2017 |
Debt Instrument [Line Items] | |||
Proceeds from issuance of and borrowings on long-term debt | $ 55,000,000 | $ 0 | |
Repayments of former credit agreement | $ 2,500,000 | $ 2,500,000 | |
Credit Facility | JPMorgan Chase Bank, N.A., Bank of America, N.A., Keybank National Association | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.80% | ||
Credit Facility | JPMorgan Chase Bank, N.A., Bank of America, N.A., Keybank National Association | Former Credit Agreement | |||
Debt Instrument [Line Items] | |||
Repayments of former credit agreement | $ 116,500,000 | ||
Credit Facility | JPMorgan Chase Bank, N.A., Bank of America, N.A., Keybank National Association | Term Loan | |||
Debt Instrument [Line Items] | |||
Line of credit | 100,000,000 | ||
Proceeds from issuance of and borrowings on long-term debt | 100,000,000 | ||
Credit Facility | JPMorgan Chase Bank, N.A., Bank of America, N.A., Keybank National Association | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit | 150,000,000 | ||
Proceeds from issuance of and borrowings on long-term debt | 16,500,000 | ||
Credit Facility | JPMorgan Chase Bank, N.A., Bank of America, N.A., Keybank National Association | Letters of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit | 20,000,000 | ||
Credit Facility | JPMorgan Chase Bank, N.A., Bank of America, N.A., Keybank National Association | Swingline Loan | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 5,000,000 |
Long Term Debt - Debt Outstandi
Long Term Debt - Debt Outstanding (Detail) - USD ($) $ in Thousands | Nov. 30, 2018 | May 31, 2018 |
Debt Instrument [Line Items] | ||
Total debt | $ 145,000 | |
Less: Unamortized debt issuance costs | (734) | |
Total | 144,266 | |
Less: Current portion of long-term debt | (5,000) | $ (5,000) |
Total long-term debt, net | 139,266 | |
Term Loan | Credit Facility | ||
Debt Instrument [Line Items] | ||
Remainder of 2019 | 2,500 | |
2,020 | 7,500 | |
2,021 | 11,250 | |
2,022 | 68,750 | |
Total debt | 90,000 | |
Revolving Credit Facility | Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt | $ 55,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Estimated federal statutory income tax rate | 26.30% | 59.80% |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Detail) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | Nov. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Charges against income for share-based payment arrangements | $ 2.6 | $ 2 | $ 4.7 | $ 3.8 |
Unrecognized compensation expenses related to share-based payment arrangements | $ 18 | $ 18 | ||
Recognition period | 4 years | |||
Market-based Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Requisite service period | 3 years | |||
The 2004 Plan and Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Amount of shares issuable through two stock-based compensation plans | 11.3 | 11.3 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Basic to Diluted Weighted-Average Shares Outstanding (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | Nov. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Basic (shares) | 37,500 | 37,066 | 37,411 | 36,983 |
Effect of dilutive securities (shares) | 617 | 317 | 720 | 339 |
Diluted (shares) | 38,117 | 37,383 | 38,131 | 37,322 |
Securities excluded as their inclusion would be anti-dilutive (shares) | 2,384 | 1,124 | 2,354 | 1,095 |
Segment and Geographic Inform_3
Segment and Geographic Information - Summary of Net Sales by Product Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | Nov. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 91,503 | $ 86,706 | $ 176,843 | $ 172,117 |
Vascular Interventions & Therapies | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 52,494 | 51,368 | 102,488 | 101,234 |
Vascular Access | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 23,723 | 22,574 | 47,513 | 45,812 |
Oncology | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 15,286 | $ 12,764 | $ 26,842 | $ 25,071 |
Segment and Geographic Inform_4
Segment and Geographic Information - Summary of Net Sales by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | Nov. 30, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 91,503 | $ 86,706 | $ 176,843 | $ 172,117 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 71,883 | 68,301 | 139,567 | 137,232 |
International | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 19,620 | $ 18,405 | $ 37,276 | $ 34,885 |
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, 2018 | May 31, 2018 |
Financial Liabilities | ||
Contingent consideration for acquisition earn outs | $ 26,518 | $ 3,261 |
Recurring | ||
Financial Assets | ||
Short-term investments | 2,100 | |
Marketable securities | 1,350 | 1,317 |
Total Financial Assets | 1,350 | 3,417 |
Financial Liabilities | ||
Total Financial Liabilities | 26,518 | 3,261 |
Level 1 | Recurring | ||
Financial Assets | ||
Short-term investments | 2,100 | |
Marketable securities | 0 | 0 |
Total Financial Assets | 0 | 2,100 |
Financial Liabilities | ||
Contingent consideration for acquisition earn outs | 0 | 0 |
Total Financial Liabilities | 0 | 0 |
Level 2 | Recurring | ||
Financial Assets | ||
Short-term investments | 0 | |
Marketable securities | 0 | 0 |
Total Financial Assets | 0 | 0 |
Financial Liabilities | ||
Contingent consideration for acquisition earn outs | 0 | 0 |
Total Financial Liabilities | 0 | 0 |
Level 3 | Recurring | ||
Financial Assets | ||
Short-term investments | 0 | |
Marketable securities | 1,350 | 1,317 |
Total Financial Assets | 1,350 | 1,317 |
Financial Liabilities | ||
Contingent consideration for acquisition earn outs | 26,518 | 3,261 |
Total Financial Liabilities | $ 26,518 | $ 3,261 |
Fair Value - Fair Value Measure
Fair Value - Fair Value Measurements Using Significant Unobservable Inputs (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Nov. 30, 2018 | Nov. 30, 2018 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Financial assets, begining balance | $ 1,350,000 | $ 1,317,000 |
Contingent consideration liability recorded as the result of the acquisitions (Note 2) | 0 | 0 |
Change in present value of contingent consideration | 0 | 0 |
Fair market value adjustments | 33,000 | |
Contingent consideration payments | 0 | |
Financial assets, ending balance | 1,350,000 | 1,350,000 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Financial liabilities, begining balance | 3,973,000 | 3,261,000 |
Contingent consideration liability recorded as the result of the acquisitions (Note 2) | 22,301,000 | 25,101,000 |
Change in present value of contingent consideration | 244,000 | 256,000 |
Fair market value adjustments | 0 | |
Contingent consideration payments | 2,100 | |
Financial liabilities, ending balance | $ 26,518,000 | $ 26,518,000 |
Fair Value - Summary Showing th
Fair Value - Summary Showing the Recurring Fair Value Measurements of the Contingent Consideration Liability (Detail) $ in Thousands | Nov. 30, 2018USD ($) | May 31, 2018USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liabilities | $ 26,518 | $ 3,261 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Financial Liabilities | 26,518 | 3,261 |
Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liabilities | 26,518 | 3,261 |
Total Financial Liabilities | 26,518 | $ 3,261 |
Revenue based payments | Discounted cash flow | Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liabilities | 17,842 | |
Technical milestones | Estimated probability | Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liabilities | $ 5,855 | |
Contingent consideration, liability, measurement input | 0.90 | |
Supplier default holdback | Estimated probability | Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liabilities | $ 2,821 | |
Contingent consideration, liability, measurement input | 0.95 | |
Minimum | Revenue based payments | Discount rate | Discounted cash flow | Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liability, measurement input | 0.04 | |
Minimum | Revenue based payments | Probability of payment | Discounted cash flow | Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liability, measurement input | 0.66 | |
Maximum | Revenue based payments | Discount rate | Discounted cash flow | Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liability, measurement input | 0.05 | |
Maximum | Revenue based payments | Probability of payment | Discounted cash flow | Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, liability, measurement input | 1 | |
Contingent Consideration | Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Financial Liabilities | $ 26,518 |
Fair Value - Additional Informa
Fair Value - Additional Information (Detail) $ in Millions | Nov. 30, 2018USD ($) |
Minimum | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Potential amount of undiscounted future contingent consideration | $ 31.1 |
Maximum | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Potential amount of undiscounted future contingent consideration | $ 41.1 |
Marketable Securities - Narrati
Marketable Securities - Narrative (Detail) $ in Millions | Nov. 30, 2018USD ($)Investment | May 31, 2018USD ($) |
Marketable Securities [Abstract] | ||
Investments in auction rate securities that failed auctions | $ | $ 1.4 | $ 1.3 |
Number of investments (investment) | Investment | 1 |
Marketable Securities (Detail)
Marketable Securities (Detail) - USD ($) $ in Thousands | Nov. 30, 2018 | May 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | $ 1,350 | $ 1,350 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | (33) |
Fair Value | 1,350 | 1,317 |
Government agency obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 1,350 | 1,350 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | (33) |
Fair Value | $ 1,350 | $ 1,317 |
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, 2012Petitionclaimreexamination_appeal | Jul. 31, 2018USD ($) | Nov. 30, 2018claim | Jan. 31, 2017reexamination_appeal | Nov. 30, 2017USD ($) |
Loss Contingencies [Line Items] | ||||||||||
Loss contingency accrual | $ | $ 12.5 | |||||||||
Payment of final settlements | $ | $ 12.7 | |||||||||
C.R. Bard, Inc. | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of petitions filed for reexamination of patents | Petition | 3 | |||||||||
Number of claims dismissed | 40,000 | |||||||||
The Utah Action | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Patent claims | 41,000 | |||||||||
Number of claims dismissed | 20 | 8 | 6 | 40,000 | ||||||
Number of reexaminations | reexamination_appeal | 3 | |||||||||
Number of pending claims | 10 | 10 | ||||||||
Number of claims reversed | 2 | 4 | ||||||||
The Utah Action | Pending Litigation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of reexaminations | reexamination_appeal | 2 | |||||||||
The Utah Action | C.R. Bard, Inc. | Pending Litigation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of reexaminations | reexamination_appeal | 3 | |||||||||
The Delaware Action | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of patents allegedly infringed upon | 2 | 3 | ||||||||
Construction Issues | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of pending claims | 2 |
Acquisition, Restructuring an_3
Acquisition, Restructuring and Other Items, Net - Summary (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | Nov. 30, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition, restructuring and other items, net | $ 2,728 | $ 4,766 | $ 7,150 | $ 7,755 |
Legal | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition, restructuring and other items, net | 867 | 2,236 | 3,747 | 3,848 |
Mergers and acquisitions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition, restructuring and other items, net | 1,543 | 980 | 2,862 | 1,132 |
Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition, restructuring and other items, net | 128 | 1,420 | 258 | 2,636 |
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition, restructuring and other items, net | $ 190 | $ 130 | $ 283 | $ 139 |
Acquisition, Restructuring an_4
Acquisition, Restructuring and Other Items, Net - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 22 Months Ended | ||||
Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | Aug. 31, 2018 | May 31, 2018 | |
Restructuring and Related Activities [Abstract] | |||||||
Restructuring charges | $ 128 | $ 1,400 | $ 258 | $ 2,600 | $ 6,200 | ||
Restructuring liability | $ 301 | $ 301 | $ 301 | $ 548 | $ 1,071 |
Acquisition, Restructuring an_5
Acquisition, Restructuring and Other Items, Net - Costs Incurred (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 22 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | |
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | $ 548 | $ 1,071 | |||
Charges | 128 | $ 1,400 | 258 | $ 2,600 | $ 6,200 |
Cash payments | (375) | (1,028) | |||
Restructuring reserve, ending balance | 301 | 301 | 301 | ||
Termination Benefits | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | 317 | 838 | |||
Charges | 0 | 0 | |||
Cash payments | (216) | (737) | |||
Restructuring reserve, ending balance | 101 | 101 | 101 | ||
Plant Consolidation | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | 17 | 21 | |||
Charges | 126 | 236 | |||
Cash payments | (143) | (257) | |||
Restructuring reserve, ending balance | 0 | 0 | 0 | ||
Regulatory Filings | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | 14 | 12 | |||
Charges | 2 | 22 | |||
Cash payments | (16) | (34) | |||
Restructuring reserve, ending balance | 0 | 0 | 0 | ||
Contract Cancellation Costs | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring reserve, beginning balance | 200 | 200 | |||
Charges | 0 | 0 | |||
Cash payments | 0 | 0 | |||
Restructuring reserve, ending balance | $ 200 | $ 200 | $ 200 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Schedule (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | Nov. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | $ 544,889 | $ 542,595 | ||
Other comprehensive loss before reclassifications, net of tax | (206) | (298) | ||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||
Net other comprehensive loss | (206) | $ 195 | (298) | $ 478 |
Ending Balance | 549,563 | 549,563 | ||
Accumulated other comprehensive income (loss) | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (1,044) | (952) | ||
Ending Balance | (1,250) | (1,044) | (1,250) | (1,044) |
Foreign currency translation gain (loss) | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (1,035) | |||
Other comprehensive loss before reclassifications, net of tax | (206) | (331) | ||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||
Net other comprehensive loss | (206) | (331) | ||
Ending Balance | (1,366) | (1,160) | (1,366) | (1,160) |
Unrealized gain (loss) on marketable securities | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | 83 | |||
Other comprehensive loss before reclassifications, net of tax | 0 | 33 | ||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||
Net other comprehensive loss | 0 | 33 | ||
Ending Balance | $ 116 | $ 116 | $ 116 | $ 116 |