0001275187-19-000014 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Feb. 28, 2019	Mar. 29, 2019
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Feb. 28, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Trading Symbol	ANGO
Entity Registrant Name	ANGIODYNAMICS INC
Entity Central Index Key	0001275187
Current Fiscal Year End Date	--05-31
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Common Stock, Shares Outstanding		37,215,894

Consolidated Statements of Income (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Income Statement [Abstract]
Net sales	$ 86,341	$ 83,851	$ 263,184	$ 255,968
Cost of sales (exclusive of intangible amortization)	39,650	38,403	122,917	126,560
Gross profit	46,691	45,448	140,267	129,408
Operating expenses:
Research and development	7,210	6,457	22,235	19,005
Sales and marketing	19,413	18,009	59,115	56,378
General and administrative	8,780	7,723	26,612	23,319
Amortization of intangibles	5,342	4,191	14,646	12,433
Change in fair value of contingent consideration	609	31	865	218
Acquisition, restructuring and other items, net	2,550	4,177	9,700	11,932
Total operating expenses	43,904	40,588	133,173	123,285
Operating income	2,787	4,860	7,094	6,123
Other (expenses) income:
Interest expense, net	(1,442)	(740)	(3,689)	(2,223)
Other income (expense), net	(266)	(49)	(72)	238
Total other expenses, net	(1,708)	(789)	(3,761)	(1,985)
Income before income tax expense	1,079	4,071	3,333	4,138
Income tax expense (benefit)	283	(9,948)	866	(10,095)
Net income	$ 796	$ 14,019	$ 2,467	$ 14,233
Earnings per share
Basic (in usd per share)	$ 0.02	$ 0.38	$ 0.07	$ 0.38
Diluted (in usd per share)	$ 0.02	$ 0.37	$ 0.06	$ 0.38
Basic weighted average shares outstanding (in shares)	37,518	37,122	37,446	37,031
Diluted weighted average shares outstanding (in shares)	38,338	37,442	38,350	37,358

Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Statement of Comprehensive Income [Abstract]
Net income	$ 796	$ 14,019	$ 2,467	$ 14,233
Other comprehensive income, before tax:
Unrealized gain on marketable securities	0	21	33	66
Foreign currency translation	173	188	(158)	621
Other comprehensive income (loss), before tax	173	209	(125)	687
Income tax expense related to items of other comprehensive income	0	0	0	0
Other comprehensive income (loss), net of tax	173	209	(125)	687
Total comprehensive income, net of tax	$ 969	$ 14,228	$ 2,342	$ 14,920

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Feb. 28, 2019	May 31, 2018
Current assets
Cash and cash equivalents	$ 41,704	$ 74,096
Marketable securities	0	1,317
Accounts receivable, net of allowances of $2,128 and $2,466, respectively	44,208	39,401
Inventories	52,388	48,916
Prepaid expenses and other	4,440	4,302
Total current assets	142,740	168,032
Property, plant and equipment, net	41,207	42,461
Other assets	3,610	3,417
Intangible assets, net	166,564	130,310
Goodwill	423,674	361,252
Total assets	777,795	705,472
Current liabilities
Accounts payable	18,443	15,775
Accrued liabilities	21,929	34,426
Current portion of long-term debt	6,250	5,000
Current portion of contingent consideration	6,673	2,100
Total current liabilities	53,295	57,301
Long-term debt, net of current portion	126,837	86,621
Deferred income taxes	17,834	17,173
Contingent consideration, net of current portion	20,454	1,161
Other long-term liabilities	5,296	621
Total liabilities	223,716	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; 37,955,894 and 37,594,493 shares issued and 37,585,894 and 37,224,493 shares outstanding at February 28, 2019 and May 31, 2018, respectively	372	370
Additional paid-in capital	552,902	543,762
Retained earnings	7,596	5,129
Treasury stock, 370,000 shares at February 28, 2019 and May 31, 2018, respectively	(5,714)	(5,714)
Accumulated other comprehensive loss	(1,077)	(952)
Total Stockholders’ Equity	554,079	542,595
Total Liabilities and Stockholders' Equity	$ 777,795	$ 705,472

Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands	Feb. 28, 2019	Aug. 31, 2018
Statement of Financial Position [Abstract]
Accounts receivable, allowances	$ 2,128	$ 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)	37,955,894	37,594,493
Common stock, shares outstanding (in shares)	37,585,894	37,224,493
Treasury stock, shares (in shares)	370,000	370,000

Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018
Cash flows from operating activities:
Net income	$ 2,467	$ 14,233
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	19,158	17,395
Stock based compensation	7,119	5,821
Change in fair value of contingent consideration	865	218
Gain on contingent consideration for IPR&D Write-off	633	(10,150)
Change in accounts receivable allowances	(99)	(35)
Fixed and intangible asset impairments and disposals	689	30
Other	(5)	(635)
Changes in operating assets and liabilities:
Accounts receivable	(3,853)	2,897
Inventories	(2,702)	(1,913)
Prepaid expenses and other	(1,508)	(548)
Accounts payable, accrued and other liabilities	(10,336)	(9,797)
Net cash provided by operating activities	12,428	17,516
Cash flows from investing activities:
Additions to property, plant and equipment	(2,303)	(1,647)
Acquisition of intangibles	0	(1,265)
Cash paid for acquisitions	(84,920)	0
Proceeds from sale of marketable securities	1,350	0
Net cash used in investing activities	(85,873)	(2,912)
Cash flows from financing activities:
Proceeds from issuance of and borrowings on long-term debt	55,000	0
Repayment of long-term debt	(13,750)	(3,750)
Payment of acquisition related contingent consideration	(2,100)	(9,500)
Proceeds from exercise of stock options and employee stock purchase plan	2,023	2,560
Net cash provided by (used) in financing activities	41,173	(10,690)
Effect of exchange rate changes on cash and cash equivalents	(120)	834
(Decrease) increase in cash and cash equivalents	(32,392)	4,748
Cash and cash equivalents at beginning of period	74,096	47,544
Cash and cash equivalents at end of period	41,704	52,292
Supplemental disclosure of non-cash investing and financing activities:
Accrual for capital expenditures incurred during the period	(42)	95
Fair value of contingent consideration for acquisitions	25,100	0
Fair value of acquisition consideration included in other long-term liabilities	$ 4,691	$ 0

Consolidated Statement of Stockholders' Equity (unaudited) - USD ($) $ in Thousands	Total	Restricted stock units	Performance share units	Common Stock	Common Stock Restricted stock units	Common Stock Performance share units	Additional paid in capital	Additional paid in capital Restricted 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)
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 income, 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)										(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)
Net income	2,467
Ending Balance at Feb. 28, 2019	$ 554,079			$ 372			552,902		7,596	(1,077)	$ (5,714)
Ending Balance, Shares at Feb. 28, 2019				37,955,894
Ending Balance,Treasury Shares at Feb. 28, 2019	(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)										(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
Issuance/Cancellation of performance share units and restricted stock units, net, Shares						3,901
Stock-based compensation	2,591						2,591
Other comprehensive income, 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)
Net income	796								796
Exercise of stock options	603						603
Exercise of stock options, Shares				40,346
Issuance/Cancellation of restricted stock units		$ (49)						$ (49)
Issuance/Cancellation of performance share units and restricted stock units, net, Shares					7,703
Purchases of common stock under ESPP	615						615
Purchase of common stock under ESPP, Shares				32,316
Stock-based compensation	2,378						2,378
Other comprehensive income, net of tax	173									173
Ending Balance at Feb. 28, 2019	$ 554,079			$ 372			$ 552,902		$ 7,596	$ (1,077)	$ (5,714)
Ending Balance, Shares at Feb. 28, 2019				37,955,894
Ending Balance,Treasury Shares at Feb. 28, 2019	(370,000)										(370,000)

Consolidated Financial Statements	9 Months Ended
Consolidated Financial Statements	Feb. 28, 2019
Accounting Policies [Abstract]
Consolidated Financial Statements	CONSOLIDATED FINANCIAL STATEMENTS The consolidated balance sheet as of February 28, 2019, the consolidated statement of stockholders’ equity for the three and nine months ended February 28, 2019 and 2018, and the consolidated statements of income, consolidated statements of comprehensive income for the three and nine months ended February 28, 2019 and 2018, and consolidated statements of cash flows for the nine months ended February 28, 2019 and 2018, 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 February 28, 2019 (and for all periods presented) have been made. The unaudited interim consolidated financial statements for the three and nine months ended February 28, 2019 and 2018 include the accounts of AngioDynamics, Inc. and its wholly owned subsidiaries, collectively, the “Company”. All intercompany balances and transactions have been eliminated.

Acquisitions

9 Months Ended

Feb. 28, 2019

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 was initially recorded in accrued liabilities, but was paid during the third quarter of fiscal year 2019.

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 and revised aggregate purchase price allocated to the net assets acquired:



	Preliminary allocation		Adjustments (1)			Revised allocation
(in thousands)
Accounts receivable	$	900	$	—		$	900
Inventory	732		—			732
Prepaid and other current assets	98		—			98
Property, plant and equipment	133		—			133
Intangible assets:
RadiaDyne trademark	400		—			400
OARtrac trademark	200		—			200
RadiaDyne legacy product technology	1,500		—			1,500
OARtrac product technology	16,300		2,600			18,900
RadiaDyne customer relationships	3,700		600			4,300
Goodwill	51,482		(3,200		)	48,282
Total assets acquired	$	75,445	$	—		$	75,445
Liabilities assumed
Accounts payable	$	352	$	—		$	352
Accrued expenses	106		—			106
Total liabilities assumed	$	458	$	—		$	458
Net assets acquired	$	74,987	$	—		$	74,987

(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 November 30, 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 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 and revised 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 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 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.

Revenue from Contracts with Customers

9 Months Ended

Feb. 28, 2019

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 nine months ended February 28, 2019:



	Three months ended February 28, 2019
(in thousands)	United States		International		Total
Net sales
Vascular Interventions & Therapies	$	41,225	$	8,890	$	50,115
Vascular Access	18,952		3,396		22,348
Oncology	8,154		5,724		13,878
Total	$	68,331	$	18,010	$	86,341



	Nine months ended February 28, 2019
(in thousands)	United States		International		Total
Net sales
Vascular Interventions & Therapies	$	126,089	$	26,514	$	152,603
Vascular Access	59,480		10,381		69,861
Oncology	22,329		18,391		40,720
Total	$	207,898	$	55,286	$	263,184

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 nine months ended February 28, 2019, 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:



	Feb 28, 2019		May 31, 2018
(in thousands)
Receivables	$	44,208	$	39,401
Contract assets	$	—	$	—
Contract liabilities	$	1,047	$	1,203

During the nine months ended February 28, 2019, the Company recognized $0.7 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 $0.6 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.

The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. Shipping and handling costs, associated with the distribution of finished products to customers, are recorded in costs of goods sold and are recognized when the related finished product is shipped to the customer. Amounts charged to customers for shipping are recorded in net sales.

Inventories

9 Months Ended

Feb. 28, 2019

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:



	Feb 28, 2019		May 31, 2018
(in thousands)
Raw materials	$	19,852	$	18,678
Work in process	11,210		10,808
Finished goods	21,326		19,430
Inventories	$	52,388	$	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 February 28, 2019 and May 31, 2018 was $5.1 million and $6.1 million, respectively. Of the $5.1 million reserve as of February 28, 2019, $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 relates to a specific reserve related to the termination of an agreement with a Japanese distributor in the second quarter of fiscal year 2018.

Goodwill and Intangible Assets

9 Months Ended

Feb. 28, 2019

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 Company's annual testing for impairment of goodwill was completed as of December 31, 2018. 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, 2018, 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, 2019. The Company continued to assess for potential impairment through February 28, 2019 and noted no events that would be considered a triggering event.

The changes in the carrying amount of goodwill for the nine months ended February 28, 2019 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)	48,282
Goodwill balance at February 28, 2019	$	423,674

Intangible assets consisted of the following:



	Feb 28, 2019
	Gross carrying value		Accumulated amortization			Net carrying value
(in thousands)
Product technologies	$	188,475	$	(77,772	)	$	110,703
Customer relationships	62,890		(26,363		)	36,527
Trademarks	31,500		(13,752		)	17,748
Licenses	5,752		(4,867		)	885
Distributor relationships	1,250		(549		)	701
	$	289,867	$	(123,303	)	$	166,564



	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 February 28, 2019 and 2018 was $5.3 million and $4.2 million, respectively. Amortization expense for the nine months ended February 28, 2019 and 2018 was $14.6 million and $12.4 million, respectively.

Expected future amortization expense related to the intangible assets is as follows:



(in thousands)
Remainder of 2019	$	5,168
2020	18,955
2021	17,795
2022	16,910
2023	16,459
2024 and thereafter	91,277
	$	166,564

Accrued Liabilities

9 Months Ended

Feb. 28, 2019

Payables and Accruals [Abstract]

Accrued Liabilities

ACCRUED LIABILITIES

Accrued liabilities consisted of the following:



	Feb 28, 2019		May 31, 2018
(in thousands)
Payroll and related expenses	$	10,499	$	10,235
Royalties	1,645		1,537
Accrued severance	789		1,940
Sales and franchise taxes	870		683
Outside services	3,033		2,396
Litigation matters	—		12,500
Other	5,093		5,135
	$	21,929	$	34,426

Long Term Debt

9 Months Ended

Feb. 28, 2019

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. In September 2018, the Company borrowed $55.0 million on the Revolving Facility for the RadiaDyne acquisition. In January 2019, the Company paid down $10.0 million on the $55.0 million draw. As of February 28, 2019, the outstanding balance on the Revolving Facility was $45.0 million. As of February 28, 2019 and May 31, 2018 the carrying value of long-term debt approximates its fair market value.

The interest rate on the Term Loan at February 28, 2019 was 4.00%.

The Company was in compliance with the Credit Agreement covenants as of February 28, 2019.

The Company's maturities of principal obligations under the Credit Agreement are as follows, as of February 28, 2019:



(in thousands)
Remainder of 2019	$	1,250
2020	7,500
2021	11,250
2022	68,750
Total term loan	88,750
Revolving facility (1)	45,000
Total debt	133,750
Less: Unamortized debt issuance costs	(663		)
Total	133,087
Less: Current portion of long-term debt	(6,250		)
Total long-term debt, net	$	126,837

(1) The Revolving Facility is due in fiscal year 2022.

Income Taxes	9 Months Ended
Income Taxes	Feb. 28, 2019
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 25.3% in the third quarter of fiscal 2019, as compared to 4.9% 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 U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018, implementing a territorial tax system, expanding the tax base and imposing a tax on deemed repatriated earnings of foreign subsidiaries. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted. In December 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (SAB 118), which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Reform Act. The measurement period ends when a company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year. The Company elected to apply the measurement period guidance provided in SAB 118. As of February 28, 2019, the accounting for all of the enactment-date income tax effects of the Tax Reform Act was complete and any changes are noted below. The Tax Reform Act imposed 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 of approximately $4.9 million. Upon further analysis, and refinement of the calculation during the 12 months ended February 28, 2019, the Company adjusted its provisional amount by $1.1 million to $3.8 million. The taxable income of $3.8 million arising from this deemed repatriation will continue to result in the utilization of net operating loss carryforwards, offset by changes in the valuation allowance, resulting in no net impact to tax expense. All other previously communicated tax impacts remain unchanged and complete. 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 elected to account for the GILTI tax as a current-period expense when incurred (the “period cost method”). 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. Based on the review of all available evidence, the Company determined that it has not yet attained a sustained level of profitability and the objectively verifiable negative evidence outweighed the positive evidence. Therefore, the Company has provided a valuation allowance on its federal and state net operating loss carryforwards, federal and state R&D credit carryforwards and other net deferred tax assets that have a limited life and are not supportable by the naked credit deferred tax liability sourced income as of February 28, 2019. The Company will continue to assess the level of the valuation allowance required. If sufficient positive evidence exists in future periods to support a release of some or all of the valuation allowance, such a release would likely have a material impact on the Company’s results of operations.

Share-Based Compensation	9 Months Ended
Share-Based Compensation	Feb. 28, 2019
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 February 28, 2019 and 2018, share-based compensation expense was $2.4 million and $2.1 million, respectively. For the nine months ended February 28, 2019 and 2018, share-based compensation expense was $7.1 million and $5.8 million, respectively. During the nine months ended February 28, 2019 and 2018, 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 nine 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 February 28, 2019, there was $15.2 million of unrecognized compensation expense related to share-based payment arrangements. These costs are expected to be recognized over a weighted-average period of approximately four years. The Company has sufficient shares to satisfy expected share-based payment arrangements.

Earnings Per Share

9 Months Ended

Feb. 28, 2019

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 nine months ended February 28, 2019 and 2018 (in thousands):



	Three Months Ended		Nine Months Ended
(in thousands)	Feb 28, 2019	Feb 28, 2018	Feb 28, 2019	Feb 28, 2018
Basic	37,518	37,122	37,446	37,031
Effect of dilutive securities	820	320	904	327
Diluted	38,338	37,442	38,350	37,358

Securities excluded as their inclusion would be anti-dilutive	2,293	1,259	2,293	1,139

Segment and Geographic Information

9 Months Ended

Feb. 28, 2019

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				Nine months ended
(in thousands)	Feb 28, 2019		Feb 28, 2018		Feb 28, 2019		Feb 28, 2018
Net sales
Vascular Interventions & Therapies	$	50,115	$	48,517	$	152,603	$	149,751
Vascular Access	22,348		23,279		69,861		69,091
Oncology	13,878		12,055		40,720		37,126
Total	$	86,341	$	83,851	$	263,184	$	255,968

The table below presents net sales by geographic area based on external customer location:



	Three Months Ended				Nine months ended
(in thousands)	Feb 28, 2019		Feb 28, 2018		Feb 28, 2019		Feb 28, 2018
Net sales
United States	$	68,331	$	65,787	$	207,898	$	203,020
International	18,010		18,064		55,286		52,948
Total	$	86,341	$	83,851	$	263,184	$	255,968

Fair Value

9 Months Ended

Feb. 28, 2019

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 February 28, 2019 and May 31, 2018:



	Fair Value Measurements using inputs considered as:						Fair Value at February 28, 2019
(in thousands)	Level 1		Level 2		Level 3
Financial Liabilities
Contingent consideration for acquisition earn outs	$	—	$	—	$	27,127	$	27,127
Total Financial Liabilities	$	—	$	—	$	27,127	$	27,127

	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 nine months ended February 28, 2019.

The table below presents the changes in fair value components of Level 3 instruments in the three and nine months ended February 28, 2019:



	Three Months Ended February 28, 2019
	Financial Assets			Financial Liabilities
(in thousands)	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)			Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Balance, November 30, 2018	$	1,350		$	26,518
Total gains or losses (realized/unrealized):
Change in present value of contingent consideration (1)	—			609
Proceeds from sale of marketable securities	(1,350		)	—
Balance, February 28, 2019	$	—		$	27,127



	Nine Months Ended February 28, 2019
	Financial Assets			Financial Liabilities
	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)			Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
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)	—			865
Fair market value adjustments	33			—
Proceeds from sale of marketable securities	(1,350		)	—
Contingent consideration payments	—			(2,100		)
Balance, February 28, 2019	$	—		$	27,127

(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 February 28, 2019:



(in thousands)	Fair Value		Valuation Technique	Unobservable Input	Range
Revenue based payments	$	18,264	Discounted cash flow	Discount rate	4% - 5%
				Probability of payment	66% - 100%
				Projected fiscal year of payment	2020 - 2023
Technical milestones	$	6,021	Estimated probability	Estimated probability	90%
				Projected year of payment	2020
Supplier default holdback	$	2,842	Estimated probability	Estimated probability	95%
				Projected fiscal year of payment	2019
Total	$	27,127

At February 28, 2019, the range of estimated potential undiscounted future contingent consideration that the Company expects to pay as a result of all completed acquisitions is approximately $31.2 million to $41.2 million. The milestones, including revenue projections and technical milestones, associated with the contingent consideration must be reached in future periods ranging from fiscal years 2019 to 2023 in order for the associated consideration to be paid.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Marketable Securities

9 Months Ended

Feb. 28, 2019

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 held an investment in an auction rate security that had 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 sold the investment in the auction rate security during January 2019. As of May 31, 2018, the Company had a $1.3 million investment in one auction rate security.

As of February 28, 2019 and May 31, 2018, marketable securities consisted of the following:

February 28, 2019

(in thousands)

Amortized

cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Fair Value

Available-for-sale securities:

Government agency obligations

—



	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	9 Months Ended
Commitments and Contingencies	Feb. 28, 2019
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 asserted patents. 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 40 claims subject to reexamination. Thereafter, Bard filed appeals to the USPTO Board of Appeals and Interferences for all three reexaminations, which were decided as follows: 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 sought Rehearing in all three appeals and the Company sought Rehearing in the ‘302 and ‘615 appeals. The PTO denied all three Rehearing Requests, but modified its characterization of one prior art reference for the ‘302 and ‘022 decisions. Bard filed Appeals to the Federal Circuit Court of Appeals in all three reexams and the Company filed Cross-Appeals for the ‘302 and the ‘615 reexams and completed briefing. MedComp also filed an Amicus Brief in support of the Company on November 22, 2017. An oral hearing was held on September 5, 2018 and the court rendered its decision on September 28, 2018. Affirming that claims 1-5 and 10 of the ‘615 patent were invalid and 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. On January 28, 2019, The USPTO reversed the rejections of the ‘302 claims 1-10, ‘022 claims 1-20 and ‘617 8-9. Meanwhile, the Utah Action remains stayed. 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 (the “Delaware Action") claiming certain of the Company's implantable port products infringe on three other U.S. patents held by Bard, which are different from those asserted in the Utah action. Bard's complaint seeks unspecified damages and other relief. 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 and 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. On January 9, 2019 the court held a further claim construction hearing to resolve two outstanding claim construction issues prior to trial. A Report and Recommendation was issued on February 11, 2019 and entered by the Court on February 28, 2019. Jury selection was held on Friday March 1, 2019 and trial began on March 4, 2019. On day four of the jury trial, at the close of C.R. Bard’s case (Plaintiff), Judge Bataillon granted judgment as a matter of law under rule 50(a) in favor of AngioDynamics, dismissing Bard’s suit. We await a final order from the Court regarding the Rule 50(a) rulings. We maintain our belief that these claims are without merit. The Company has not recorded an expense related to the outcome of this litigation because it is not yet possible to determine if a potential loss is probable nor reasonably estimable. AngioDynamics, Inc. v. C.R. Bard, Inc. On May 30, 2017, the Company commenced an action in the United States District Court for the Northern District of New York entitled AngioDynamics, Inc. v. C.R. Bard, Inc. and Bard Access Systems, Inc. (“Bard”). In this action, the Company alleges that Bard has illegally tied the sales of its tip location systems to the sales of its PICCs. The Company alleges that this practice violates the federal antitrust laws and has had, and continues to have, an anti-competitive effect in the market for PICCs. The Company seeks both monetary damages and injunctive relief. Bard moved to dismiss on September 8, 2017. On August 6, 2018 the court denied Bard’s motion in its entirety. 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 Other Items, Net

9 Months Ended

Feb. 28, 2019

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 nine months ended February 28, 2019 and 2018 acquisition, restructuring and other items, net consisted of:



	Three months ended				Nine months ended
(in thousands)	Feb 28, 2019		Feb 28, 2018		Feb 28, 2019		Feb 28, 2018
Legal (1)	$	1,778	$	2,310	$	5,524	$	6,158
Mergers and acquisitions (2)	292		9		3,153		1,141
Restructuring	10		1,548		266		4,184
Other	470		310		757		449
Total	$	2,550	$	4,177	$	9,700	$	11,932

(1) Legal expenses related to litigation that is outside the normal course of business.

(2) Mergers and acquisitions expenses related to investment banking, legal and due diligence.

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 nine months ended February 28, 2019 of $0.0 million and $0.3 million, respectively. During the three and nine months ended February 28, 2018, the Company recorded $1.5 million and $4.2 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 nine months ended February 28, 2019:



	Three months ended February 28, 2019
	Termination Benefits			Plant Consolidation			Regulatory Filings			Contract Cancellation Costs			Total
(in thousands)
Balance at November 30, 2018	$	101		$	—		$	—		$	200		$	301
Charges	—			8			2			—			10
Non-cash adjustments	—			—			—			(9		)	(9		)
Cash payments	(91		)	(8		)	(2		)	(191		)	(292		)
Balance at February 28, 2019	$	10		$	—		$	—		$	—		$	10



	Nine months ended February 28, 2019
	Termination Benefits			Plant Consolidation			Regulatory Filings			Contract Cancellation Costs			Total
(in thousands)
Balance at May 31, 2018	$	838		$	21		$	12		$	200		$	1,071
Charges	—			242			24			—			266
Non-cash adjustments	—			—			—			(9		)	(9		)
Cash payments	(828		)	(263		)	(36		)	(191		)	(1,318		)
Balance at February 28, 2019	$	10		$	—		$	—		$	—		$	10

The Company’s remaining restructuring liability is comprised of accruals for termination benefits.

Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Feb. 28, 2019

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 nine months ended February 28, 2019:



	Three months ended February 28, 2019
(in thousands)	Foreign currency translation gain (loss)			Unrealized gain (loss) on marketable securities		Total
Balance at November 30, 2018	$	(1,366	)	$	116	$	(1,250	)
Other comprehensive income before reclassifications, net of tax	173			—		173
Amounts reclassified from accumulated other comprehensive income	—			—		—
Net other comprehensive income	$	173		$	—	$	173
Balance at February 28, 2019	$	(1,193	)	$	116	$	(1,077	)



	Nine months ended February 28, 2019
(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	(158		)	33		(125		)
Amounts reclassified from accumulated other comprehensive income	—			—		—
Net other comprehensive income (loss)	$	(158	)	$	33	$	(125	)
Balance at February 28, 2019	$	(1,193	)	$	116	$	(1,077	)

Recently Issued Accounting Pronouncements

9 Months Ended

Feb. 28, 2019

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 performing an assessment on the impact of the standard, including optional practical expedients and transition methods that the Company may elect upon adoption and is progressing with an implementation plan. The implementation plan includes identifying the Company’s lease population, assessing significant leases under the new guidance and identifying changes to processes and controls. The Company expects to recognize right-of-use assets and corresponding lease liabilities on the Company’s consolidated balance sheet following the adoption of ASU 2016-02, but the Company is not able to quantify the impact of adoption at this time.

Subsequent Events	9 Months Ended
Subsequent Events	Feb. 28, 2019
Subsequent Events [Abstract]
Subsequent Events	SUBSEQUENT EVENTS On March 7, 2019, the United States District Court for the District of Delaware granted judgment as a matter of law under rule 50(a) in favor of the Company. This judgment dismissed Bard's suit claiming certain of the Company's implantable port products infringe on three U.S. patents held by Bard. See footnote 14 for additional disclosure. On March 14, 2019, the Company entered into a settlement agreement with Biolitec, Inc. related to the action commenced in the United States District Court for the Northern District of New York in January 2008. The Company sought judgment against Biolitec for defense and indemnification in two lawsuits which were previously settled. As a result of the settlement, Biolitec paid the Company $3.4 million.

Recently Issued Accounting Pronouncements (Policies)

9 Months Ended

Feb. 28, 2019

Accounting Changes and Error Corrections [Abstract]

Revenue from Contracts with Customers

Contracts and Performance Obligations

Transaction Price and Allocation to Performance Obligations

Revenue Recognition

Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

Variable Consideration

Contract Balances with Customers

Adoption of ASC Topic 606 "Revenue from Contracts with Customers"

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 performing an assessment on the impact of the standard, including optional practical expedients and transition methods that the Company may elect upon adoption and is progressing with an implementation plan. The implementation plan includes identifying the Company’s lease population, assessing significant leases under the new guidance and identifying changes to processes and controls. The Company expects to recognize right-of-use assets and corresponding lease liabilities on the Company’s consolidated balance sheet following the adoption of ASU 2016-02, but the Company is not able to quantify the impact of adoption at this time.

Acquisitions (Tables)

9 Months Ended

Feb. 28, 2019

Business Combinations [Abstract]

Preliminary Aggregate Purchase Price

The following table summarizes the preliminary and revised 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 following table summarizes the preliminary and revised aggregate purchase price allocated to the net assets acquired:



	Preliminary allocation		Adjustments (1)			Revised allocation
(in thousands)
Accounts receivable	$	900	$	—		$	900
Inventory	732		—			732
Prepaid and other current assets	98		—			98
Property, plant and equipment	133		—			133
Intangible assets:
RadiaDyne trademark	400		—			400
OARtrac trademark	200		—			200
RadiaDyne legacy product technology	1,500		—			1,500
OARtrac product technology	16,300		2,600			18,900
RadiaDyne customer relationships	3,700		600			4,300
Goodwill	51,482		(3,200		)	48,282
Total assets acquired	$	75,445	$	—		$	75,445
Liabilities assumed
Accounts payable	$	352	$	—		$	352
Accrued expenses	106		—			106
Total liabilities assumed	$	458	$	—		$	458
Net assets acquired	$	74,987	$	—		$	74,987

Revenue from Contracts with Customers (Tables)

9 Months Ended

Feb. 28, 2019

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 nine months ended February 28, 2019:



	Three months ended February 28, 2019
(in thousands)	United States		International		Total
Net sales
Vascular Interventions & Therapies	$	41,225	$	8,890	$	50,115
Vascular Access	18,952		3,396		22,348
Oncology	8,154		5,724		13,878
Total	$	68,331	$	18,010	$	86,341



	Nine months ended February 28, 2019
(in thousands)	United States		International		Total
Net sales
Vascular Interventions & Therapies	$	126,089	$	26,514	$	152,603
Vascular Access	59,480		10,381		69,861
Oncology	22,329		18,391		40,720
Total	$	207,898	$	55,286	$	263,184

Contract Balances with Customers

The following table presents changes in the Company’s receivables, contract assets and contract liabilities with customers:



	Feb 28, 2019		May 31, 2018
(in thousands)
Receivables	$	44,208	$	39,401
Contract assets	$	—	$	—
Contract liabilities	$	1,047	$	1,203

Inventories (Tables)

9 Months Ended

Feb. 28, 2019

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:



	Feb 28, 2019		May 31, 2018
(in thousands)
Raw materials	$	19,852	$	18,678
Work in process	11,210		10,808
Finished goods	21,326		19,430
Inventories	$	52,388	$	48,916

Goodwill and Intangible Assets (Tables)

9 Months Ended

Feb. 28, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in the carrying amount of goodwill for the nine months ended February 28, 2019 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)	48,282
Goodwill balance at February 28, 2019	$	423,674

Intangible Assets

Intangible assets consisted of the following:



	Feb 28, 2019
	Gross carrying value		Accumulated amortization			Net carrying value
(in thousands)
Product technologies	$	188,475	$	(77,772	)	$	110,703
Customer relationships	62,890		(26,363		)	36,527
Trademarks	31,500		(13,752		)	17,748
Licenses	5,752		(4,867		)	885
Distributor relationships	1,250		(549		)	701
	$	289,867	$	(123,303	)	$	166,564



	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	$	5,168
2020	18,955
2021	17,795
2022	16,910
2023	16,459
2024 and thereafter	91,277
	$	166,564

Accrued Liabilities (Tables)

9 Months Ended

Feb. 28, 2019

Payables and Accruals [Abstract]

Accrued Liabilities

Accrued liabilities consisted of the following:



	Feb 28, 2019		May 31, 2018
(in thousands)
Payroll and related expenses	$	10,499	$	10,235
Royalties	1,645		1,537
Accrued severance	789		1,940
Sales and franchise taxes	870		683
Outside services	3,033		2,396
Litigation matters	—		12,500
Other	5,093		5,135
	$	21,929	$	34,426

Long Term Debt (Tables)

9 Months Ended

Feb. 28, 2019

Debt Disclosure [Abstract]

Schedule of Debt

The Company's maturities of principal obligations under the Credit Agreement are as follows, as of February 28, 2019:



(in thousands)
Remainder of 2019	$	1,250
2020	7,500
2021	11,250
2022	68,750
Total term loan	88,750
Revolving facility (1)	45,000
Total debt	133,750
Less: Unamortized debt issuance costs	(663		)
Total	133,087
Less: Current portion of long-term debt	(6,250		)
Total long-term debt, net	$	126,837

(1) The Revolving Facility is due in fiscal year 2022.

Earnings Per Share (Tables)

9 Months Ended

Feb. 28, 2019

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 nine months ended February 28, 2019 and 2018 (in thousands):



	Three Months Ended		Nine Months Ended
(in thousands)	Feb 28, 2019	Feb 28, 2018	Feb 28, 2019	Feb 28, 2018
Basic	37,518	37,122	37,446	37,031
Effect of dilutive securities	820	320	904	327
Diluted	38,338	37,442	38,350	37,358

Securities excluded as their inclusion would be anti-dilutive	2,293	1,259	2,293	1,139

Segment and Geographic Information (Tables)

9 Months Ended

Feb. 28, 2019

Segment Reporting [Abstract]

Summary of Net Sales by Product Category

The table below summarizes net sales by Global Business Unit:



	Three Months Ended				Nine months ended
(in thousands)	Feb 28, 2019		Feb 28, 2018		Feb 28, 2019		Feb 28, 2018
Net sales
Vascular Interventions & Therapies	$	50,115	$	48,517	$	152,603	$	149,751
Vascular Access	22,348		23,279		69,861		69,091
Oncology	13,878		12,055		40,720		37,126
Total	$	86,341	$	83,851	$	263,184	$	255,968

Summary of Net Sales by Geographic Area

The table below presents net sales by geographic area based on external customer location:



	Three Months Ended				Nine months ended
(in thousands)	Feb 28, 2019		Feb 28, 2018		Feb 28, 2019		Feb 28, 2018
Net sales
United States	$	68,331	$	65,787	$	207,898	$	203,020
International	18,010		18,064		55,286		52,948
Total	$	86,341	$	83,851	$	263,184	$	255,968

Fair Value (Tables)

9 Months Ended

Feb. 28, 2019

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 February 28, 2019 and May 31, 2018:



	Fair Value Measurements using inputs considered as:						Fair Value at February 28, 2019
(in thousands)	Level 1		Level 2		Level 3
Financial Liabilities
Contingent consideration for acquisition earn outs	$	—	$	—	$	27,127	$	27,127
Total Financial Liabilities	$	—	$	—	$	27,127	$	27,127

	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.

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 nine months ended February 28, 2019:



	Three Months Ended February 28, 2019
	Financial Assets			Financial Liabilities
(in thousands)	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)			Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Balance, November 30, 2018	$	1,350		$	26,518
Total gains or losses (realized/unrealized):
Change in present value of contingent consideration (1)	—			609
Proceeds from sale of marketable securities	(1,350		)	—
Balance, February 28, 2019	$	—		$	27,127



	Nine Months Ended February 28, 2019
	Financial Assets			Financial Liabilities
	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)			Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
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)	—			865
Fair market value adjustments	33			—
Proceeds from sale of marketable securities	(1,350		)	—
Contingent consideration payments	—			(2,100		)
Balance, February 28, 2019	$	—		$	27,127

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 February 28, 2019:



(in thousands)	Fair Value		Valuation Technique	Unobservable Input	Range
Revenue based payments	$	18,264	Discounted cash flow	Discount rate	4% - 5%
				Probability of payment	66% - 100%
				Projected fiscal year of payment	2020 - 2023
Technical milestones	$	6,021	Estimated probability	Estimated probability	90%
				Projected year of payment	2020
Supplier default holdback	$	2,842	Estimated probability	Estimated probability	95%
				Projected fiscal year of payment	2019
Total	$	27,127

Marketable Securities (Tables)

9 Months Ended

Feb. 28, 2019

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

As of February 28, 2019 and May 31, 2018, marketable securities consisted of the following:

February 28, 2019

(in thousands)

Amortized

cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Fair Value

Available-for-sale securities:

Government agency obligations

—



	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 and Other Items, Net (Tables)

9 Months Ended

Feb. 28, 2019

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

For the three and nine months ended February 28, 2019 and 2018 acquisition, restructuring and other items, net consisted of:



	Three months ended				Nine months ended
(in thousands)	Feb 28, 2019		Feb 28, 2018		Feb 28, 2019		Feb 28, 2018
Legal (1)	$	1,778	$	2,310	$	5,524	$	6,158
Mergers and acquisitions (2)	292		9		3,153		1,141
Restructuring	10		1,548		266		4,184
Other	470		310		757		449
Total	$	2,550	$	4,177	$	9,700	$	11,932

(1) Legal expenses related to litigation that is outside the normal course of business.

(2) Mergers and acquisitions expenses related to investment banking, legal and due diligence.

The table below presents the restructuring reserve for the three and nine months ended February 28, 2019:



	Three months ended February 28, 2019
	Termination Benefits			Plant Consolidation			Regulatory Filings			Contract Cancellation Costs			Total
(in thousands)
Balance at November 30, 2018	$	101		$	—		$	—		$	200		$	301
Charges	—			8			2			—			10
Non-cash adjustments	—			—			—			(9		)	(9		)
Cash payments	(91		)	(8		)	(2		)	(191		)	(292		)
Balance at February 28, 2019	$	10		$	—		$	—		$	—		$	10



	Nine months ended February 28, 2019
	Termination Benefits			Plant Consolidation			Regulatory Filings			Contract Cancellation Costs			Total
(in thousands)
Balance at May 31, 2018	$	838		$	21		$	12		$	200		$	1,071
Charges	—			242			24			—			266
Non-cash adjustments	—			—			—			(9		)	(9		)
Cash payments	(828		)	(263		)	(36		)	(191		)	(1,318		)
Balance at February 28, 2019	$	10		$	—		$	—		$	—		$	10

Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Feb. 28, 2019

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 nine months ended February 28, 2019:



	Three months ended February 28, 2019
(in thousands)	Foreign currency translation gain (loss)			Unrealized gain (loss) on marketable securities		Total
Balance at November 30, 2018	$	(1,366	)	$	116	$	(1,250	)
Other comprehensive income before reclassifications, net of tax	173			—		173
Amounts reclassified from accumulated other comprehensive income	—			—		—
Net other comprehensive income	$	173		$	—	$	173
Balance at February 28, 2019	$	(1,193	)	$	116	$	(1,077	)



	Nine months ended February 28, 2019
(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	(158		)	33		(125		)
Amounts reclassified from accumulated other comprehensive income	—			—		—
Net other comprehensive income (loss)	$	(158	)	$	33	$	(125	)
Balance at February 28, 2019	$	(1,193	)	$	116	$	(1,077	)

Recently Issued Accounting Pronouncements (Tables)

9 Months Ended

Feb. 28, 2019

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 performing an assessment on the impact of the standard, including optional practical expedients and transition methods that the Company may elect upon adoption and is progressing with an implementation plan. The implementation plan includes identifying the Company’s lease population, assessing significant leases under the new guidance and identifying changes to processes and controls. The Company expects to recognize right-of-use assets and corresponding lease liabilities on the Company’s consolidated balance sheet following the adoption of ASU 2016-02, but the Company is not able to quantify the impact of adoption at this time.

Acquisitions - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended		12 Months Ended
Acquisitions - Narrative (Details) - USD ($) $ in Thousands	Sep. 21, 2018	Aug. 14, 2018	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018	May 31, 2017	May 31, 2018
Business Acquisition [Line Items]
Contingent consideration, liabilities			$ 27,127		$ 27,127			$ 3,261
Other long-term liabilities			5,296		5,296			621
Accrued liabilities			21,929		21,929			$ 34,426
Acquisition, restructuring and other items, net			$ 2,550	$ 4,177	$ 9,700	$ 11,932
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) - USD ($) $ in Thousands	2 Months Ended	4 Months Ended
Acquisitions (Details) - USD ($) $ in Thousands	Nov. 30, 2018	Nov. 30, 2018	Feb. 28, 2019	Sep. 21, 2018	Aug. 14, 2018	May 31, 2018
Assets acquired
Goodwill			$ 423,674			$ 361,252
RadiaDyne
Assets acquired
Receivables	$ 900	$ 900		$ 900
Inventory	732	732		732
Prepaid and other current assets	98	98		98
Property, plant and equipment	133	133		133
Goodwill	48,282	48,282		51,482
Total assets acquired	75,445	75,445		75,445
Liabilities assumed
Accounts payable	352	352		352
Accrued expenses	106	106		106
Total liabilities assumed	458	458		458
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract]
Adjustments, accounts receivable	0
Adjustments, inventory	0
Adjustments, prepaid and other current assets	0
Adjustments, property, plant and equipement	0
Adjustments, goodwill	(3,200)
Total adjustment to assets acquired	0
Adjustments, accounts payable	0
Adjustments, accrued expense	0
Adjustments, total liabilities assumed	0
Adjustments, net assets acquired	0
Net assets acquired	74,987	74,987		74,987
RadiaDyne \| RadiaDyne trademark
Assets acquired
Intangible assets	400	400		400
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract]
Adjustments, intangible assets	0
RadiaDyne \| OarTrac trademark
Assets acquired
Intangible assets	200	200		200
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract]
Adjustments, intangible assets	0
RadiaDyne \| RadiaDyne legacy product technology
Assets acquired
Intangible assets	1,500	1,500		1,500
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract]
Adjustments, intangible assets	0
RadiaDyne \| OarTrac product technology
Assets acquired
Intangible assets	18,900	18,900		16,300
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract]
Adjustments, intangible assets	2,600
RadiaDyne \| Customer relationships
Assets acquired
Intangible assets	4,300	4,300		$ 3,700
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract]
Adjustments, intangible assets	600
BioSentry
Assets acquired
Inventory	50	50			$ 50
Property, plant and equipment	10	10			10
Goodwill	14,140	14,140			21,740
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract]
Adjustments, inventory		0
Adjustments, property, plant and equipement		0
Adjustments, goodwill		(7,600)
Adjustments, net assets acquired		0
Net assets acquired	39,800	39,800			39,800
BioSentry \| Trademark
Assets acquired
Intangible assets	2,500	2,500			1,700
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract]
Adjustments, intangible assets		800
BioSentry \| Product technology
Assets acquired
Intangible assets	20,900	20,900			13,800
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract]
Adjustments, intangible assets		7,100
BioSentry \| Customer relationships
Assets acquired
Intangible assets	$ 2,200	2,200			$ 2,500
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract]
Adjustments, intangible assets		$ (300)

Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Disaggregation of Revenue [Line Items]
Net sales	$ 86,341	$ 83,851	$ 263,184	$ 255,968
United States
Disaggregation of Revenue [Line Items]
Net sales	68,331	65,787	207,898	203,020
International
Disaggregation of Revenue [Line Items]
Net sales	18,010	18,064	55,286	52,948
Vascular Interventions & Therapies
Disaggregation of Revenue [Line Items]
Net sales	50,115	48,517	152,603	149,751
Vascular Interventions & Therapies \| United States
Disaggregation of Revenue [Line Items]
Net sales	41,225		126,089
Vascular Interventions & Therapies \| International
Disaggregation of Revenue [Line Items]
Net sales	8,890		26,514
Vascular Access
Disaggregation of Revenue [Line Items]
Net sales	22,348	23,279	69,861	69,091
Vascular Access \| United States
Disaggregation of Revenue [Line Items]
Net sales	18,952		59,480
Vascular Access \| International
Disaggregation of Revenue [Line Items]
Net sales	3,396		10,381
Oncology
Disaggregation of Revenue [Line Items]
Net sales	13,878	$ 12,055	40,720	$ 37,126
Oncology \| United States
Disaggregation of Revenue [Line Items]
Net sales	8,154		22,329
Oncology \| International
Disaggregation of Revenue [Line Items]
Net sales	$ 5,724		$ 18,391

Revenue from Contracts with Customers - Narrative (Details) $ in Millions	9 Months Ended
	Feb. 28, 2019 USD ($)
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	$ 0.7
Additions to contract liabilities	$ 0.6
Minimum
Disaggregation of Revenue [Line Items]
Payment term	30 days
Maximum
Disaggregation of Revenue [Line Items]
Payment term	90 days

Revenue from Contracts with Customers - Contract Balances with Customers (Details) - USD ($) $ in Thousands	Feb. 28, 2019	May 31, 2018
Revenue from Contract with Customer [Abstract]
Receivables	$ 44,208	$ 39,401
Contract assets	0	0
Contract liabilities	$ 1,047	$ 1,203

Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands	Feb. 28, 2019	May 31, 2018
Inventory Disclosure [Abstract]
Raw materials	$ 19,852	$ 18,678
Work in process	11,210	10,808
Finished goods	21,326	19,430
Inventories	$ 52,388	$ 48,916

Inventories - Narrative (Detail) - USD ($) $ in Millions	3 Months Ended
Inventories - Narrative (Detail) - USD ($) $ in Millions	Feb. 28, 2018	Feb. 28, 2019	Aug. 31, 2018
Inventory [Line Items]
Inventory valuation reserves		$ 5.1	$ 6.1
Inventory write-down	$ 0.7
Acculis Inventory
Inventory [Line Items]
Inventory valuation reserves		$ 0.4	$ 1.6

Goodwill and Intangible Assets - Narrative (Detail)		3 Months Ended		9 Months Ended		12 Months Ended
Goodwill and Intangible Assets - Narrative (Detail)	Dec. 31, 2017 USD ($)	Feb. 28, 2019 USD ($)	Feb. 28, 2018 USD ($)	Feb. 28, 2019 USD ($) segment	Feb. 28, 2018 USD ($)	May 31, 2017
Finite-Lived Intangible Assets [Line Items]
Number of reporting units \| segment				1
Goodwill impairment	$ 0
Amortization of intangibles		$ 5,342,000	$ 4,191,000	$ 14,646,000	$ 12,433,000
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 Assets - Goodwill (Details) $ in Thousands	9 Months Ended
	Feb. 28, 2019 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 361,252
Goodwill, ending balance	423,674
BioSentry
Goodwill [Roll Forward]
Additions for acquisition (Note 2)	14,140
RadiaDyne
Goodwill [Roll Forward]
Additions for acquisition (Note 2)	$ 48,282

Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Thousands	Feb. 28, 2019	May 31, 2018
Finite-Lived Intangible Assets [Line Items]
Gross carrying value, finite intangible items	$ 289,867	$ 239,005
Accumulated amortization	(123,303)	(108,695)
Net carrying value, finite intangible items	166,564	130,310
Product technologies
Finite-Lived Intangible Assets [Line Items]
Gross carrying value, finite intangible items	188,475	147,175
Accumulated amortization	(77,772)	(68,880)
Net carrying value, finite intangible items	110,703	78,295
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross carrying value, finite intangible items	62,890	56,428
Accumulated amortization	(26,363)	(23,237)
Net carrying value, finite intangible items	36,527	33,191
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross carrying value, finite intangible items	31,500	28,400
Accumulated amortization	(13,752)	(11,809)
Net carrying value, finite intangible items	17,748	16,591
Licenses
Finite-Lived Intangible Assets [Line Items]
Gross carrying value, finite intangible items	5,752	5,752
Accumulated amortization	(4,867)	(4,357)
Net carrying value, finite intangible items	885	1,395
Distributor relationships
Finite-Lived Intangible Assets [Line Items]
Gross carrying value, finite intangible items	1,250	1,250
Accumulated amortization	(549)	(412)
Net carrying value, finite intangible items	$ 701	$ 838

Goodwill and Intangible Assets - Expected Future Amortization Expense (Detail) - USD ($) $ in Thousands	Feb. 28, 2019	May 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2019	$ 5,168
2020	18,955
2021	17,795
2022	16,910
2023	16,459
2024 and thereafter	91,277
Net carrying value, finite intangible items	$ 166,564	$ 130,310

Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands	Feb. 28, 2019	May 31, 2018
Other Liabilities Disclosure [Abstract]
Payroll and related expenses	$ 10,499	$ 10,235
Royalties	1,645	1,537
Accrued severance	789	1,940
Sales and franchise taxes	870	683
Outside services	3,033	2,396
Litigation matters	0	12,500
Other	5,093	5,135
Total	$ 21,929	$ 34,426

Long Term Debt - Narrative (Detail) - USD ($)		1 Months Ended		9 Months Ended
Long Term Debt - Narrative (Detail) - USD ($)	Nov. 07, 2016	Jan. 31, 2019	Sep. 30, 2018	Feb. 28, 2019	Feb. 28, 2018
Debt Instrument [Line Items]
Proceeds from issuance of and borrowings on long-term debt				$ 55,000,000	$ 0
Repayments of former credit agreement				$ 13,750,000	$ 3,750,000
Credit Facility \| JPMorgan Chase Bank, N.A., Bank of America, N.A., Keybank National Association
Debt Instrument [Line Items]
Stated interest rate				4.00%
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	100,000,000.0
Proceeds from issuance of and borrowings on long-term debt	100,000,000.0
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	150,000,000.0
Proceeds from issuance of and borrowings on long-term debt	16,500,000
Borrowings outstanding				$ 45,000,000.0
Repayments of former credit agreement		$ 10,000,000.0
Proceeds from long-term line of credit			$ 55,000,000.0
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	20,000,000.0
Credit Facility \| JPMorgan Chase Bank, N.A., Bank of America, N.A., Keybank National Association \| Swingline Loan
Debt Instrument [Line Items]
Line of credit	$ 5,000,000.0

Long Term Debt - Debt Outstanding (Detail) - USD ($) $ in Thousands	Feb. 28, 2019	May 31, 2018
Debt Instrument [Line Items]
Total debt	$ 133,750
Less: Unamortized debt issuance costs	(663)
Total	133,087
Less: Current portion of long-term debt	(6,250)	$ (5,000)
Total long-term debt, net	126,837
Term Loan \| Credit Facility
Debt Instrument [Line Items]
Remainder of 2019	1,250
2020	7,500
2021	11,250
2022	68,750
Total debt	88,750
Revolving Credit Facility \| Credit Facility
Debt Instrument [Line Items]
Total debt	$ 45,000

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Estimated federal statutory income tax rate	25.30%	4.90%
Undistributed foreign earnings	$ 3.8		$ 3.8	$ 4.9
Change in undistributed foreign earnings			$ (1.1)

Share-Based Compensation - Narrative (Detail) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Charges against income for share-based payment arrangements	$ 2.4	$ 2.1	$ 7.1	$ 5.8
Unrecognized compensation expenses related to share-based payment arrangements	$ 15.2		$ 15.2
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 - Reconciliation of Basic to Diluted Weighted-Average Shares Outstanding (Detail) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Earnings Per Share [Abstract]
Basic (shares)	37,518	37,122	37,446	37,031
Effect of dilutive securities (shares)	820	320	904	327
Diluted (shares)	38,338	37,442	38,350	37,358
Securities excluded as their inclusion would be anti-dilutive (shares)	2,293	1,259	2,293	1,139

Segment and Geographic Information - Summary of Net Sales by Product Category (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Segment Reporting Information [Line Items]
Net sales	$ 86,341	$ 83,851	$ 263,184	$ 255,968
Vascular Interventions & Therapies
Segment Reporting Information [Line Items]
Net sales	50,115	48,517	152,603	149,751
Vascular Access
Segment Reporting Information [Line Items]
Net sales	22,348	23,279	69,861	69,091
Oncology
Segment Reporting Information [Line Items]
Net sales	$ 13,878	$ 12,055	$ 40,720	$ 37,126

Segment and Geographic Information - Summary of Net Sales by Geographic Area (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 86,341	$ 83,851	$ 263,184	$ 255,968
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	68,331	65,787	207,898	203,020
International
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 18,010	$ 18,064	$ 55,286	$ 52,948

Fair Value - Fair Value of Assets and Liabilities Measured on a Recurring Basis (Detail) - USD ($) $ in Thousands	Feb. 28, 2019	May 31, 2018
Financial Liabilities
Contingent consideration for acquisition earn outs	$ 27,127	$ 3,261
Recurring
Financial Assets
Short-term investments		2,100
Marketable securities		1,317
Total Financial Assets		3,417
Financial Liabilities
Total Financial Liabilities	27,127	3,261
Level 1 \| Recurring
Financial Assets
Short-term investments		2,100
Marketable securities		0
Total Financial Assets		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
Total Financial Assets		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		1,317
Total Financial Assets		1,317
Financial Liabilities
Contingent consideration for acquisition earn outs	27,127	3,261
Total Financial Liabilities	$ 27,127	$ 3,261

Fair Value - Fair Value Measurements Using Significant Unobservable Inputs (Detail) - USD ($)	3 Months Ended	9 Months Ended
	Feb. 28, 2019	Feb. 28, 2019
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Financial assets, begining balance	$ 1,350,000	$ 1,317,000
Change in present value of contingent consideration	0	0
Proceeds from sale of marketable securities	(1,350,000)	(1,350,000)
Contingent consideration liability recorded as the result of the acquisitions (Note 2)		0
Fair market value adjustments		33,000
Contingent consideration payments		0
Financial assets, ending balance	0	0
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Financial liabilities, begining balance	26,518,000	3,261,000
Contingent consideration liability recorded as the result of the acquisitions (Note 2)		25,101,000
Change in present value of contingent consideration	609,000	865,000
Fair market value adjustments		0
Proceeds from sale of marketable securities	0	0
Contingent consideration payments		2,100
Financial liabilities, ending balance	$ 27,127,000	$ 27,127,000

Fair Value - Summary Showing the Recurring Fair Value Measurements of the Contingent Consideration Liability (Detail) $ in Thousands	Feb. 28, 2019 USD ($)	May 31, 2018 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration, liabilities	$ 27,127	$ 3,261
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Financial Liabilities	27,127	3,261
Level 3 \| Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration, liabilities	27,127	3,261
Total Financial Liabilities	27,127	$ 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	18,264
Technical milestones \| Estimated probability \| Level 3 \| Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration, liabilities	$ 6,021
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	$ 2,842
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	1.00
Contingent Consideration \| Level 3 \| Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Financial Liabilities	$ 27,127

Fair Value - Additional Information (Detail) $ in Millions	Feb. 28, 2019 USD ($)
Minimum
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Potential amount of undiscounted future contingent consideration	$ 31.2
Maximum
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Potential amount of undiscounted future contingent consideration	$ 41.2

Marketable Securities - Narrative (Detail) $ in Millions	Feb. 28, 2019 Investment	Aug. 31, 2018 USD ($)
Marketable Securities [Abstract]
Investments in auction rate securities that failed auctions \| $		$ 1.3
Number of investments (investment) \| Investment	1

Marketable Securities (Detail) - USD ($) $ in Thousands	Feb. 28, 2019	May 31, 2018
Debt Securities, Available-for-sale [Line Items]
Amortized cost	$ 0	$ 1,350
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	(33)
Fair Value	0	1,317
Government agency obligations
Debt Securities, Available-for-sale [Line Items]
Amortized cost	0	1,350
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	(33)
Fair Value	$ 0	$ 1,317

Commitments and Coontingencies - Additional Information (Detail) $ in Millions						1 Months Ended	9 Months Ended	10 Months Ended
	Mar. 29, 2016 claim	Mar. 24, 2016 claim	Mar. 11, 2016 claim	Jun. 01, 2015 motion	Jan. 11, 2012 Petition claim reexamination_appeal	Jul. 31, 2018 USD ($)	Feb. 28, 2019 claim	Jan. 31, 2017 reexamination_appeal	Nov. 30, 2017 USD ($)
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
Number of reexaminations \| reexamination_appeal					3
Number of pending claims		10	10
Number of claims reversed		2	4
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 \| motion				2
Construction Issues
Loss Contingencies [Line Items]
Number of pending claims							2

Acquisition, Restructuring and Other Items, Net - Summary (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Restructuring Cost and Reserve [Line Items]
Acquisition, restructuring and other items, net	$ 2,550	$ 4,177	$ 9,700	$ 11,932
Legal (1)
Restructuring Cost and Reserve [Line Items]
Acquisition, restructuring and other items, net	1,778	2,310	5,524	6,158
Mergers and acquisitions (2)
Restructuring Cost and Reserve [Line Items]
Acquisition, restructuring and other items, net	292	9	3,153	1,141
Restructuring
Restructuring Cost and Reserve [Line Items]
Acquisition, restructuring and other items, net	10	1,548	266	4,184
Other
Restructuring Cost and Reserve [Line Items]
Acquisition, restructuring and other items, net	$ 470	$ 310	$ 757	$ 449

Acquisition, Restructuring and Other Items, Net - Narrative (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		22 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018	Nov. 30, 2018	May 31, 2018
Restructuring and Related Activities [Abstract]
Restructuring charges	$ 10	$ 1,500	$ 266	$ 4,200	$ 6,200
Restructuring liability	$ 10		$ 10		$ 301	$ 1,071

Acquisition, Restructuring and Other Items, Net - Costs Incurred (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		22 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018	Nov. 30, 2018
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	$ 301		$ 1,071
Charges	10	$ 1,500	266	$ 4,200	$ 6,200
Non-cash adjustments	(9)		(9)
Cash payments	(292)		(1,318)
Restructuring reserve, ending balance	10		10		301
Termination Benefits
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	101		838
Charges	0		0
Non-cash adjustments	0		0
Cash payments	(91)		(828)
Restructuring reserve, ending balance	10		10		101
Plant Consolidation
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0		21
Charges	8		242
Non-cash adjustments	0		0
Cash payments	(8)		(263)
Restructuring reserve, ending balance	0		0		0
Regulatory Filings
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	0		12
Charges	2		24
Non-cash adjustments	0		0
Cash payments	(2)		(36)
Restructuring reserve, ending balance	0		0		0
Contract Cancellation Costs
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	200		200
Charges	0		0
Non-cash adjustments	(9)		(9)
Cash payments	(191)		(191)
Restructuring reserve, ending balance	$ 0		$ 0		$ 200

Accumulated Other Comprehensive Income (Loss) - Schedule (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	$ 549,563		$ 542,595
Other comprehensive income before reclassifications, net of tax	173		(125)
Amounts reclassified from accumulated other comprehensive income	0		0
Net other comprehensive income	173	$ 209	(125)	$ 687
Ending Balance	554,079		554,079
Accumulated other comprehensive income (loss)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(1,250)		(952)
Ending Balance	(1,077)		(1,077)
Foreign currency translation gain (loss)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(1,366)		(1,035)
Other comprehensive income before reclassifications, net of tax	173		(158)
Amounts reclassified from accumulated other comprehensive income	0		0
Net other comprehensive income	173		(158)
Ending Balance	(1,193)		(1,193)
Unrealized gain (loss) on marketable securities
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	116		83
Other comprehensive income before reclassifications, net of tax	0		33
Amounts reclassified from accumulated other comprehensive income	0		0
Net other comprehensive income	0		33
Ending Balance	$ 116		$ 116

Subsequent Events (Details) $ in Millions	Mar. 14, 2019 USD ($)	Mar. 07, 2019 patent	Jun. 01, 2015 motion
The Delaware Action
Subsequent Event [Line Items]
Number of patents allegedly infringed upon \| motion			2
The Delaware Action \| Subsequent Event
Subsequent Event [Line Items]
Number of patents allegedly infringed upon \| patent		3
Biolitec, Inc. \| Subsequent Event
Subsequent Event [Line Items]
Proceeds from legal settlement \| $	$ 3.4