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United States securities and exchange commission logo
February 22, 2024
Stephen Trowbridge
Chief Financial Officer
AngioDynamics, Inc.
14 Plaza Drive
Latham NY 12110
Re: AngioDynamics, Inc.
Form 10-K for the
Fiscal Year Ended May 31, 2023
Form 10-Q for the
Quarterly Period Ended November 30, 2023
Form 8-K dated
December 25, 2023
File No. 000-50761
Dear Stephen Trowbridge:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended May 31, 2023
Consolidated Financial Statements
Note 9. Goodwill and Intangible Assets, Goodwill, page 67
1. Please clarify how you
allocated goodwill to the two reporting units at the beginning of
fiscal year 2023 in
response to your new reporting structure. In that regard, explain how
80% of goodwill was
allocated to the Med Tech reporting unit when only 29% and 25%
of your revenue was
generated from your Med Tech segment for FY23 and FY22,
respectively. Reference
ASC 350-20-35-45.
Stephen Trowbridge
FirstName LastNameStephen Trowbridge
AngioDynamics, Inc.
Comapany22,
February NameAngioDynamics,
2024 Inc.
February
Page 2 22, 2024 Page 2
FirstName LastName
Form 10-Q for the Quarterly Period Ended November 30, 2023
Consolidated Financial Statements
Note 5. Goodwill and Intangible Assets, page 12
2. We note that the market valuation of your stock has declined
significantly since May 31,
2023 and is below your consolidated book value at November 30, 2023.
Please tell us
how you considered ASC 350-20-35-30 in determining whether a
triggering event
occurred that requires you to perform an interim assessment of
goodwill impairment. As
a related matter, given the significance of your goodwill and
indefinite lived intangible
asset balances and overall decline in your market capitalization,
please revise future
filings here or within critical accounting policies to address the
following:
Expand your disclosure to state whether or not the fair value of
your reporting units
"substantially exceeds" the carrying value. To the extent any
reporting unit fair values
are not substantially in excess of fair values, disclose the name
of those reporting
units and the amount or percentage by which the fair value
exceeds their carrying
value;
Discuss how you considered the fact that your market
capitalization is below book
value in determining that goodwill had not been impaired;
Explain how you consider market capitalization in determining the
estimated fair
values of the reporting units. Refer to ASC 350-20-35-3C;
If a significant difference exists between your market
capitalization and the aggregate
fair values of a company s reporting units, disclose the
reasons for the difference.
Form 8-K dated December 29, 2023
Exhibit 99.1
3. We see that multiple non-GAAP measures include an adjustment for
Acquisition,
restructuring and other items, net, under note (1) and it appears
that the adjustment
includes a number of items. Please address the following:
Provide us with further description and quantification for each of
the adjustments
underlying these amounts;
Revise your disclosure in future filings to break out individually
significant
adjustments; and
Clarify the nature of the asset impairments and write-offs,
certain litigation, and other
items and why the adjustments are appropriate under Item 10(e) of
Regulation S-K
and Question 100.01 the Compliance and Disclosure Interpretations
for Non-
GAAP Financial Measures.
Stephen Trowbridge
FirstName LastNameStephen Trowbridge
AngioDynamics, Inc.
Comapany22,
February NameAngioDynamics,
2024 Inc.
February
Page 3 22, 2024 Page 3
FirstName LastName
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Jeanne Bennett at 202-551-3606 or Kristin Lochhead at
202-551-3664
with any questions.
Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services