|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended May 31, 2014
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from to
|
|
Delaware
|
|
11-3146460
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
14 Plaza Drive Latham, New York
|
|
12110
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $.01 per share
|
|
NASDAQ Global Select Market
|
|
|
|
|
|
Large accelerated filer
¨
|
|
Accelerated filer
x
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
|
Part I - Item 1. Business
|
|
|
Part I - Item 1A. Risk Factors
|
|
|
Part II - Item 6. Selected Financial Data
|
|
|
Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Part II - Item 8. Financial Statements and Supplementary Data
|
|
|
Part II - Item 9A. Controls and Procedures
|
|
|
Part IV - Item 15. Exhibits and Financial Statement Schedules
|
|
|
Page
|
Part I:
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Part II:
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
Part III:
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
Part IV:
|
|
|
Item 15.
|
Item 1.
|
Business.
|
•
|
NAMIC Squeeze Contrast Controller
®
– Designed to help labs minimize the amount of contrast wasted, the Squeeze Contrast Controller contrast management system contains two one-way check valves that prevent cross contamination of the contrast source, flexible chamber and unique green ball fluid level indicator.
|
•
|
Perceptor
®
Manifold and Compensator
®
Manifold
– Provides clinicians a manifold with an integral transducer and allows for single operator re-zeroing during the procedure, in the sterile field. The Perceptor Manifold must
|
•
|
Protection Station
®
and Protection Station
®
Plus
– Provides clinicians an OSHA-compliant closed system that helps minimize exposure to blood borne pathogens and simplifies set up and clean up during a procedure.
|
•
|
Saver-7™ and Acceler-8™ Angiographic Control Syringes
– NEW 7 mL and 8 mL Angiographic Control syringes that provide clinicians a small barrel designed to require less force during injection of contrast through a 4F Catheter and to provide smoother aspiration and injection.
|
•
|
Pulse*Spray
®
Infusion Catheters and Uni*Fuse thrombolytic catheters.
Our Pulse*Spray and Uni*Fuse catheters improve the delivery of thrombolytic agents by providing a controlled, forceful and uniform dispersion. Patented slits on the infusion catheter operate like tiny valves for an even distribution of thrombolytic agents. These slits reduce the
|
•
|
SpeedLyser
®
. Our SpeedLyser thrombolytic catheter is used to deliver thrombolytic agents into obstructed dialysis grafts. This catheter features
Pulse*Spray
slit technology that simplifies catheter insertion and drug delivery.
|
•
|
Soft-Vu
®
.
Our proprietary Soft-Vu angiographic catheter technology incorporates a soft, atraumatic tip that is easily visualized under fluoroscopy.
|
•
|
AngiOptic™.
The AngiOptic catheter line is distinguished from other catheters because the entire instrument is highly visible under fluoroscopy.
|
•
|
Accu-Vu
®
.
The Accu-Vu angiographic catheter is a highly visible, accurate sizing catheter used to determine the length and diameter of a vessel for endovascular procedures. Accu-Vu provides a soft, highly radiopaque tip with a choice of platinum radiopaque marker patterns along the shaft for enhanced visibility and accuracy.
|
•
|
Mariner™
. The Mariner catheter is a hydrophilic-coated angiographic catheter. It uses our patented Soft-Vu catheter technology to deliver contrast media to anatomy that is difficult to reach. The advanced hydrophilic coating technology significantly reduces catheter surface friction, providing smoother navigation through challenging vasculature with optimal handling and control.
|
•
|
AQUA Liner
®
.
The AQUA Liner guidewire is a technologically advanced guidewire. It is used to provide access to difficult-to-reach locations in interventional procedures requiring a highly lubricious wire. The AQUA Liner guidewire incorporates proprietary advanced coating technology that allows frictionless navigation.
|
•
|
BioFlo
®
PICC
: BioFlo is the only power injectable PICC available that incorporates Endexo Technology into the manufacturing and design of the catheter. Advanced features such as large lumen diameters allow the BioFlo
®
PICC to deliver the power injection flow rates required for contrast-enhanced computed tomography (CT) scans compatible with up to 325 psi CT injections.
|
•
|
BioFlo
®
PICC with PASV
®
Valve Technology
: The only power injectable PICC to combine Endexo Technology with PASV
®
Valve Technology. The PASV
®
Valve Technology is designed to automatically resist backflow and reduce blood reflux that could lead to catheter-related complications.
|
•
|
BioFlo
®
PICC Hybrid with PASV Valve Technology
: The BioFlo
®
Hybrid PICC is the first and only triple lumen PICC with two valved lumens incorporating Endexo Technology and our proprietary PASV Valve Technology with a dedicated non-valved lumen for precise central venous pressure (or CVP) monitoring. With this innovative design, we now have a durable, non-eluting catheter that reduces thrombus accumulation and provides the benefits of two catheters in one.
|
•
|
Xcela PICC with PASV Valve Technology
: The Xcela
®
PICC with PASV
®
Valve Technology is designed to provide a high degree of safety, ease and confidence in patient care. Advanced features such as large lumen diameters allow the Xcela
®
PICC with PASV
®
Valve Technology to deliver the power injection flow rates required for contrast-enhanced CTs compatible with up to 325 psi CT injections. The PASV
®
Valve Technology design automatically resists backflow, reducing blood reflux that could lead to catheter-related complications.
|
•
|
Xcela Power Injectible PICC:
The Xcela Power Injectable PICC, with fundamental PICC requirements as its foundation, is also designed to deliver flow rates required for successful contrast-enhanced CTs. Advanced features such as large lumen diameters, reverse tapered catheter body and radiopacity are designed to augment catheter performance, from catheter placement to care and maintenance.
|
•
|
Xcela PICC Hybrid with PASV Valve Technology
:
The Xcela Hybrid PICC has two valved lumens incorporating our proprietary PASV Valve Technology and a dedicated non-valved lumen for precise CVP monitoring.
|
•
|
Morpheus
®
CT PICC and Morpheus
®
CT PICC Insertion Kit:
Our insertion kit allows our Morpheus CT PICC to be inserted at a patient’s bedside instead of in the hospital radiology suite. The kit was specifically designed for interventional radiologists, nurse practitioners, physician assistants and radiology technicians who perform placement of PICC lines. These PICC lines provide short or long-term peripheral access to the central venous system for intravenous therapy and blood sampling. These products are intended for use with CT injectors, allowing physicians to use the existing PICC for both medications and CT imaging, thus avoiding the need for an additional access site.
|
•
|
Morpheus
®
Smart PICC:
The Morpheus Triple Lumen Smart PICC, the next evolution of our Morpheus CT PICC line, gives practitioners the increased flexibility to both administer medications and perform power injections of contrast media for CT imaging using one PICC line. The Morpheus Smart PICC features Smart Taper™ technology to improve blood flow and reduce the risk of thrombosis while reducing leakage around the insertion site.
|
•
|
Vortex
®
:
Our Vortex port technology line of ports is a clear-flow port technology that, we believe, revolutionized port design. With its rounded chamber, the Vortex port is designed to have no sludge-harboring corners or dead spaces. This product line consists of the following titanium, plastic and dual-lumen offerings within its family of products: (i) Vortex VX; (ii) Vortex TR; (iii) Vortex LP; and (iv) Vortex MP.
|
•
|
SmartPort
®
: The Smart Port power-injectable port with Vortex technology offers the ability for a clinician to access a vein for both the delivery of medications or fluids and for administering power-injected contrast to perform a Computed Tomography (CT) scan. The ability to access a port for power-injected contrast studies eliminates the need for additional needle sticks in the patient’s arm and wrist veins. Once implanted, repeated access to the bloodstream can be accomplished with greater ease and less discomfort. Our Smart Port is now available in mini and low-profiles to accommodate more patient anatomies.
|
•
|
Vaxcel
®
Implantable Ports.
Vaxcel
®
: Implantable Ports are available in a choice of port design: titanium or polysulfone port body material; silicone or polyurethane thin wall catheter construction. An option of Mini and Standard Port body designs provides the flexibility to match size to varying clinical requirements.
|
•
|
Xcela
®
Power Injectible Ports. Our
Xcela
®
: Power Injectable Ports offer choices in port size, design and material to best suit a wide variety of patient needs.
|
•
|
Plastic—Light weight for patient comfort and provides radiolucence for improved imaging.
|
•
|
Hybrid of Plastic and Titanium—Combines the light weight and radiolucence of plastic with the durability of titanium.
|
•
|
Standard Titanium—Offers a small footprint without compromising septum size for ease of access.
|
•
|
Low Profile Titanium—Offers the smallest footprint, providing increased patient comfort and options for placement.
|
•
|
Dual Lumen Plastic—Designed to deliver supportive therapies.
|
•
|
Vaxcel
®
Implantable Ports with PASV
®
Valve Technology: The Vaxcel
®
Port with PASV
®
Valve has shown demonstrated results in clinical and economic outcomes. Ports with PASV
®
Valve Technology have shown significant reductions in inadequate blood draws and occlusion in clinical studies. The PASV
®
Valve is a proximally located valve in the port body, designed to automatically close after infusion, disconnection or aspiration, and remain closed during normal pressure. An advantage of the PASV
®
Valve Technology is a proximally located, direction-specific valve that is designed to resist backflow and maintain patency between uses.
|
•
|
LifeGuard
®
:
The LifeGuard Safety Infusion Set and The LifeGuard Vision are used to infuse our ports and complement our port and vascular access catheters. The needles’ low profile design is intended to allow clinicians to easily dress the site.
|
•
|
DuraMax
®
. The DuraMax catheter is a stepped-tip catheter designed to improve ease of use, dialysis efficiency and overall patient outcomes.
|
•
|
Schon
™. The Schon chronic dialysis catheter is designed to be self-retaining, deliver high flow rates and provide patient comfort. The Schon catheter is for long-term use.
|
•
|
Evenmore
®
.
The Evenmore chronic dialysis catheter is a low-profile, end-hole catheter designed to provide very efficient dialysis. It was designed for long-term use with our proprietary Durathane
®
shaft, which offers high resistance to chemicals used to clean the insertion site.
|
•
|
Vaxcel
®
Plus.
The tapered Carbothane
®
Material Catheter Extrusion of Vaxcel
®
Plus Dialysis Catheter is an alcohol-resistant material designed to provide biocompatibility, durability, flexibility and ease of care. It is designed to facilitate placement, improve kink resistance and reduce the need for catheter manipulation and replacement.
|
•
|
Dura-Flow 2
™
.
The Dura-Flow 2 chronic dialysis catheter is designed to be durable, maximize flow rates and provide for easier care and site maintenance. The Dura-Flow chronic dialysis catheter is for long-term use.
|
•
|
SCHON XL
®
.
The SCHON XL acute dialysis catheter is designed to be kink resistant, deliver high flow rates, offer versatile positioning and provide patient comfort. SCHON XL is for short-term use.
|
|
Product Name
|
|
Description
|
Disposable Electrodes:
|
StarBurst
®
|
|
Creates a scalable 2-3cm ablation.
|
|
StarBurst XL
|
|
Creates a scalable 3-5cm ablation.
|
|
StarBurst Semi-Flex
|
|
Creates a scalable 3-5cm ablation and has a partially flexible shaft.
|
|
StarBurst SDE
|
|
Creates a 2cm ablation, via a side-deployed array
|
|
StarBurst MRI
|
|
Creates a 3-5 cm ablation and is compatible with MRI.
|
|
StarBurst Xli-enhanced
|
|
Creates a scalable 4-7cm ablation. Requires an accessory infusion pump for irrigation of saline. Attached tubing standard.
|
|
StarBurst Xli-enhanced Semi-Flex
|
|
Creates a scalable 4-7cm ablation. A portion of the shaft is flexible and can bend up to 90 degrees in all directions. Requires an accessory infusion pump for irrigation of saline. Attached tubing standard.
|
|
StarBurst Talon: Straight
|
|
Creates a scalable 1-4cm ablation. Requires an accessory infusion pump for irrigation of saline.
|
|
StarBurst Talon:
Semi-Flex
|
|
Creates a scalable 1-4cm ablation. Requires an accessory infusion pump for irrigation of saline. A portion of the shaft is flexible and can bend up to 90 degrees in all directions.
|
Resection Device:
|
Habib
®
4X
|
|
Surgical resection device.
|
Generators:
|
Model 1500X RF Generator
|
|
250 Watt Capable Generator with Field-Software Upgradeability.
|
Manufacturing
Location
|
|
Approx.
Sq. Ft.
|
|
Property
Type
|
|
Glens Falls, NY
|
|
189,000
|
|
|
Owned
|
Queensbury, NY
|
|
129,000
|
|
|
Owned
|
Manchester, GA
|
|
60,000
|
|
|
Leased
|
Denmead, U.K.
|
|
7,500
|
|
|
Leased
|
Name
|
|
Age
|
|
Position
|
Joseph M. DeVivo
|
|
47
|
|
President and Chief Executive Officer
|
Mark T. Frost
|
|
51
|
|
Executive Vice President, Chief Financial
Officer
|
John Soto
|
|
50
|
|
Executive Vice President, Chief Commercial Officer
|
Matthew Kapusta
|
|
42
|
|
Senior Vice President, Business Development
|
Mark Stephens
|
|
46
|
|
Senior Vice President, Administration
|
Stephen A. Trowbridge
|
|
40
|
|
Senior Vice President and General Counsel
|
Item 1A.
|
Risk Factors.
|
•
|
our inability to achieve the cost savings and operating synergies anticipated in the acquisition, which would prevent us from achieving the positive earnings gains expected as a result of the acquisition;
|
•
|
diversion of management attention from ongoing business concerns to integration matters;
|
•
|
difficulties in consolidating and rationalizing information technology platforms and administrative infrastructures;
|
•
|
complexities associated with managing the combined businesses and consolidating multiple physical locations where management may determine consolidation is desirable;
|
•
|
difficulties in integrating personnel from different corporate cultures;
|
•
|
challenges in demonstrating to our customers and to customers of Navilyst that the acquisition will not result in adverse changes in customer service standards or business focus; and
|
•
|
possible cash flow interruption or loss of revenue as a result of change of ownership transitional matters.
|
•
|
recruit engineers;
|
•
|
timely and accurately identify new market trends;
|
•
|
accurately assess customer needs;
|
•
|
minimize the time and costs required to obtain regulatory clearance or approval;
|
•
|
adopt competitive pricing;
|
•
|
timely manufacture and deliver products;
|
•
|
accurately predict and control costs associated with the development, manufacturing and support of our products; and
|
•
|
anticipate and compete effectively with our competitors’ efforts.
|
•
|
financial and other resources to devote to product acquisitions, research and development, marketing and manufacturing;
|
•
|
variety of products;
|
•
|
technical capabilities;
|
•
|
history of developing and introducing new products;
|
•
|
patent portfolios that may present an obstacle to our conduct of business;
|
•
|
name recognition; and
|
•
|
distribution networks and in-house sales forces.
|
•
|
potential disruption of our business while we evaluate opportunities, complete acquisitions and develop and implement new business strategies to take advantage of these opportunities;
|
•
|
inability of our management to maximize our financial and strategic position by incorporating an acquired technology or business into our existing offerings;
|
•
|
difficulty of maintaining uniform standards, controls, procedures and policies;
|
•
|
difficulty of assimilating the operations and personnel of acquired businesses;
|
•
|
potential loss of key employees of acquired businesses, and the impairment of relationships with employees and customers as a result of changes in management; and
|
•
|
uncertainty as to the long-term success of any acquisitions we may make.
|
•
|
controls on government-funded reimbursement for healthcare services and price controls on medical products and services providers;
|
•
|
challenges to the pricing of medical procedures or limits or prohibitions on reimbursement for specific devices and therapies through other means; and
|
•
|
the introduction of managed care systems in which healthcare providers contract to provide comprehensive healthcare for a fixed cost per person.
|
•
|
the level of sales of our products and services in our markets;
|
•
|
our ability to introduce new products or services and enhancements in a timely manner;
|
•
|
the demand for and acceptance of our products and services;
|
•
|
the success of our competition and the introduction of alternative products or services;
|
•
|
our ability to command favorable pricing for our products and services;
|
•
|
the growth of the market for our devices and services;
|
•
|
the expansion and rate of success of our direct sales force in the United States and internationally and our independent distributors internationally;
|
•
|
actions relating to ongoing FDA compliance;
|
•
|
the effect of intellectual property disputes;
|
•
|
the size and timing of orders from independent distributors or customers;
|
•
|
the attraction and retention of key personnel, particularly in sales and marketing, regulatory, manufacturing and research and development;
|
•
|
unanticipated delays or an inability to control costs;
|
•
|
general economic conditions as well as those specific to our customers and markets; and
|
•
|
seasonal fluctuations in revenue due to the elective nature of some procedures.
|
•
|
general economic, industry and market conditions;
|
•
|
actions by institutional or other large stockholders;
|
•
|
the depth and liquidity of the market for our common stock;
|
•
|
volume and timing of orders for our products;
|
•
|
developments generally affecting medical device companies;
|
•
|
the announcement of new products or product enhancements by us or our competitors;
|
•
|
changes in earnings estimates or recommendations by securities analysts;
|
•
|
investor perceptions of us and our business, including changes in market valuations of medical device companies;
|
•
|
our results of operations and financial performance.
|
•
|
our board of directors is authorized, without prior stockholder approval, to create and issue “blank check” preferred stock, with rights senior to those of our common stock;
|
•
|
our board of directors is classified so that not all members of our board of directors are elected at one time, which may make it more difficult for a person who acquires control of a majority of our outstanding voting stock to replace our directors;
|
•
|
advance notice requirements for stockholders to nominate individuals to serve on our board of directors or for stockholders to submit proposals that can be acted upon at stockholder meetings;
|
•
|
stockholder action by written consent is prohibited; and
|
•
|
stockholders are not permitted to accumulate their votes for the election of directors.
|
Item 1B.
|
Unresolved Staff Comments.
|
Item 2.
|
Properties.
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
|
*
|
$100 invested on 5/31/09 in stock or index, including reinvestment of dividends.
|
Item 6.
|
Selected Financial Data.
|
|
Year ended
|
||||||||||||||||||
|
(Amounts in thousands, except per share information)
|
||||||||||||||||||
|
May 31, 2014
(b)
|
|
May 31, 2013
(b)
|
|
May 31, 2012
(d) (e)
|
|
May 31, 2011
(c)
|
|
May 31, 2010
|
||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
354,425
|
|
|
$
|
341,916
|
|
|
$
|
221,917
|
|
|
$
|
215,620
|
|
|
$
|
216,035
|
|
Cost of sales
|
174,757
|
|
|
173,402
|
|
|
96,608
|
|
|
90,047
|
|
|
89,066
|
|
|||||
Gross profit
|
179,668
|
|
|
168,514
|
|
|
125,309
|
|
|
125,573
|
|
|
126,969
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
27,486
|
|
|
26,319
|
|
|
20,511
|
|
|
21,373
|
|
|
19,275
|
|
|||||
Sales and marketing
|
83,200
|
|
|
76,121
|
|
|
64,505
|
|
|
58,123
|
|
|
60,923
|
|
|||||
General and administrative
|
26,639
|
|
|
26,186
|
|
|
19,033
|
|
|
17,760
|
|
|
16,437
|
|
|||||
Amortization of intangibles
|
16,622
|
|
|
16,617
|
|
|
9,309
|
|
|
9,234
|
|
|
9,463
|
|
|||||
Change in fair value of contingent consideration
|
(1,808
|
)
|
|
1,583
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition, restructuring and other items, net
|
10,760
|
|
|
13,800
|
|
|
15,859
|
|
|
7,182
|
|
|
—
|
|
|||||
Medical device excise tax
|
3,829
|
|
|
1,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
166,728
|
|
|
162,226
|
|
|
129,217
|
|
|
113,672
|
|
|
106,098
|
|
|||||
Operating income (loss)
|
12,940
|
|
|
6,288
|
|
|
(3,908
|
)
|
|
11,901
|
|
|
20,871
|
|
|||||
Other (expenses) income
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
—
|
|
|
103
|
|
|
1,090
|
|
|
737
|
|
|
713
|
|
|||||
Interest expense
|
(3,656
|
)
|
|
(5,271
|
)
|
|
(508
|
)
|
|
(499
|
)
|
|
(672
|
)
|
|||||
Other (expenses) income
|
(3,544
|
)
|
|
(2,707
|
)
|
|
(2,096
|
)
|
|
(1,503
|
)
|
|
(1,293
|
)
|
|||||
Total other (expenses) income, net
|
(7,200
|
)
|
|
(7,875
|
)
|
|
(1,514
|
)
|
|
(1,265
|
)
|
|
(1,252
|
)
|
|||||
Income (loss) before income tax provision
|
5,740
|
|
|
(1,587
|
)
|
|
(5,422
|
)
|
|
10,636
|
|
|
19,619
|
|
|||||
Income tax (benefit) provision
|
3,074
|
|
|
(376
|
)
|
|
(239
|
)
|
|
2,559
|
|
|
7,307
|
|
|||||
Net income (loss)
|
$
|
2,666
|
|
|
$
|
(1,211
|
)
|
|
$
|
(5,183
|
)
|
|
$
|
8,077
|
|
|
$
|
12,312
|
|
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.08
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.32
|
|
|
$
|
0.50
|
|
Diluted
|
$
|
0.08
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.32
|
|
|
$
|
0.50
|
|
Weighted average number of shares used in per share calculation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
35,135,689
|
|
|
34,817,279
|
|
|
25,382,293
|
|
|
24,870,005
|
|
|
24,580,483
|
|
|||||
Diluted
|
35,439,850
|
|
|
34,817,279
|
|
|
25,382,293
|
|
|
25,132,763
|
|
|
24,786,841
|
|
|
As of
|
||||||||||||||
|
May 31,
2014
|
|
May 31,
2013
|
|
May 31,
2012
|
|
May 31,
2011
|
|
May 31,
2010
|
||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||
Cash, cash equivalents and marketable securities (a)
|
$
|
17,914
|
|
|
23,955
|
|
|
40,309
|
|
|
131,542
|
|
|
100,074
|
|
Working capital (f)
|
84,969
|
|
|
77,839
|
|
|
103,991
|
|
|
168,775
|
|
|
145,334
|
|
|
Total assets
|
798,891
|
|
|
790,734
|
|
|
719,988
|
|
|
437,312
|
|
|
423,925
|
|
|
Long-term debt, net of current portion
|
137,660
|
|
|
135,000
|
|
|
142,500
|
|
|
6,275
|
|
|
6,550
|
|
|
Retained earnings
|
31,501
|
|
|
28,835
|
|
|
30,046
|
|
|
35,280
|
|
|
27,152
|
|
|
Total stockholders’ equity
|
536,835
|
|
|
526,102
|
|
|
523,391
|
|
|
405,637
|
|
|
391,349
|
|
(a)
|
Cash, cash equivalents and marketable securities include auction-rate investments of $1.8 million at May 31, 2014, May 31, 2013, May 31, 2012, May 31, 2011 and May 31, 2010, and escrow receivable of $2.5 million at May 31, 2012.
|
(b)
|
The fiscal 2014 and 2013 results included, in “Acquisition, restructuring and other items, net”, $5.7 million and $7.6 million, respectively in transaction and related costs of the Navilyst and Mircrosulis acquisitions, $0.5 million and $2.5 million, respectively in costs associated with the closure of the Cambridge, UK facility, $2.3 million and $2 million, respectively in litigation costs and $1.6 million in impairment costs associated with the discontinuance of a product offering in 2013.
|
(c)
|
The fiscal 2011 results included, in “Acquisition, restructuring and other items, net”, $7.2 million of impairment charges related to our decision to not continue development of the Medron Lightport technology, the write down of Centros prepaid royalties (described in Note I to the Consolidated Financial Statements) for additional information due to lower than anticipated sales and executive transition costs.
|
(d)
|
The fiscal 2012 results included, in “Acquisition, restructuring and other items, net”, $11.2 million in cost related to the Navilyst acquisition, $2.3 million in CEO and executive transition costs, $1.8 million in costs associated with closing the UK facility, $604 thousand related to the Microsulis strategic partnership, $465 thousand in costs related to patent litigation, partially offset by $201 thousand from the sale of the Centros product line.
|
(e)
|
In addition to the costs related to the Navilyst acquisition defined in the preceding note (e) above, our balance sheet as of May 31, 2012 was impacted by the acquisition which was financed through the issuance of approximately 9.5 million shares of our common stock, $150 million in debt financing and $97 million in cash. Additionally, at May 31, 2012, we had $2.5 million in escrow receivable and $2.4 million in net deferred financing costs, recorded as a component of other assets, on our balance sheet. See Note A to the Consolidated Financial Statements for additional details of assets acquired and liabilities assumed at the date of acquisition.
|
(f)
|
Revised to correct for an understatement of working capital by $5.4 million related to contingent consideration balances in the May 31, 2014 balance sheet (See Note R to the consolidated financial statements).
|
Item 7.
|
Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
Net Sales
|
|
% of
Net Sales
|
|
Net Sales
|
|
% of
Net Sales
|
|
Net Sales
|
|
% of
Net Sales
|
|||||||||
Peripheral Vascular
|
$
|
192,626
|
|
|
54
|
%
|
|
$
|
179,573
|
|
|
53
|
%
|
|
$
|
95,330
|
|
|
43
|
%
|
Vascular Access
|
106,394
|
|
|
30
|
%
|
|
106,690
|
|
|
31
|
%
|
|
63,857
|
|
|
29
|
%
|
|||
Oncology/Surgery
|
49,360
|
|
|
14
|
%
|
|
47,155
|
|
|
14
|
%
|
|
62,730
|
|
|
28
|
%
|
|||
Supply Agreement
|
6,045
|
|
|
2
|
%
|
|
8,498
|
|
|
2
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
354,425
|
|
|
100
|
%
|
|
$
|
341,916
|
|
|
100
|
%
|
|
$
|
221,917
|
|
|
100
|
%
|
|
Unrecognized
Compensation
Cost
|
|
Weighted-
Average
Remaining
Vesting
Period
(in years)
|
|||
Stock options
|
$
|
3,382
|
|
|
2.13
|
|
Non-vested stock awards
|
$
|
5,625
|
|
|
2.37
|
|
|
$
|
9,007
|
|
|
2.28
|
|
|
Years ended
|
|||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
May 31, 2012
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
49.3
|
%
|
|
50.7
|
%
|
|
43.5
|
%
|
Gross profit
|
50.7
|
%
|
|
49.3
|
%
|
|
56.5
|
%
|
Operating expenses
|
|
|
|
|
|
|||
Research and development
|
7.8
|
%
|
|
7.7
|
%
|
|
9.2
|
%
|
Sales and marketing
|
23.5
|
%
|
|
22.3
|
%
|
|
29.1
|
%
|
General and administrative
|
7.5
|
%
|
|
7.7
|
%
|
|
8.6
|
%
|
Amortization of intangibles
|
4.7
|
%
|
|
4.9
|
%
|
|
4.2
|
%
|
Change is fair value of contingent consideration
|
(0.5
|
)%
|
|
0.5
|
%
|
|
—
|
%
|
Acquisition, restructuring and other items, net
|
3.0
|
%
|
|
4.0
|
%
|
|
7.1
|
%
|
Medical device excise tax
|
1.1
|
%
|
|
0.5
|
%
|
|
—
|
%
|
Total operating expenses
|
47.0
|
%
|
|
47.4
|
%
|
|
58.2
|
%
|
Operating income (loss)
|
3.7
|
%
|
|
1.8
|
%
|
|
(1.8
|
)%
|
Other (expenses) income
|
|
|
|
|
|
|||
Interest income
|
—
|
%
|
|
—
|
%
|
|
0.5
|
%
|
Interest expense
|
(1.0
|
)%
|
|
(1.5
|
)%
|
|
(0.2
|
)%
|
Other expense
|
(1.0
|
)%
|
|
(0.8
|
)%
|
|
(0.9
|
)%
|
Total other (expenses) income, net
|
(2.0
|
)%
|
|
(2.3
|
)%
|
|
(0.7
|
)%
|
(Loss) income before income tax provision
|
1.6
|
%
|
|
(0.5
|
)%
|
|
(2.4
|
)%
|
Income tax (benefit) provision
|
0.9
|
%
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
Net (loss) income
|
0.8
|
%
|
|
(0.4
|
)%
|
|
(2.3
|
)%
|
|
May 31, 2014
|
|
May 31, 2013
|
|
May 31, 2012
|
||||||
|
(in thousands)
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
24,681
|
|
|
$
|
26,652
|
|
|
$
|
11,602
|
|
Investing activities
|
(16,448
|
)
|
|
(22,238
|
)
|
|
(176,234
|
)
|
|||
Financing activities
|
(14,016
|
)
|
|
(6,286
|
)
|
|
142,338
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
86
|
|
|
(65
|
)
|
|
49
|
|
|||
Net change in cash and cash equivalents
|
$
|
(5,697
|
)
|
|
$
|
(1,937
|
)
|
|
$
|
(22,245
|
)
|
|
Cash Payments Due By Period as of May 31, 2014
|
||||||||||||||||||
|
Total
|
|
Less than
One Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5
Years
|
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long term debt and interest
|
$
|
103,213
|
|
|
$
|
6,982
|
|
|
$
|
25,991
|
|
|
$
|
70,240
|
|
|
$
|
—
|
|
Operating leases(1)
|
7,914
|
|
|
1,991
|
|
|
2,830
|
|
|
2,186
|
|
|
907
|
|
|||||
Purchase obligations(1)
|
12,534
|
|
|
2,823
|
|
|
8,637
|
|
|
1,074
|
|
|
—
|
|
|||||
Acquisition-related future obligations (2)
|
77,338
|
|
|
11,635
|
|
|
25,393
|
|
|
10,931
|
|
|
29,379
|
|
|||||
|
$
|
200,999
|
|
|
$
|
23,431
|
|
|
$
|
62,851
|
|
|
$
|
84,431
|
|
|
$
|
30,286
|
|
(1)
|
The non-cancelable operating leases and inventory purchase obligations are not reflected on our consolidated balance sheets under accounting principles generally accepted in the United States of America.
|
(2)
|
Acquisition-related future obligations include scheduled minimum payments and contingent payments are based upon achievement of performance measures or milestones such as sales or profitability targets, the achievement of research and development objectives or the receipt of regulatory approvals. The amount represents the undiscounted value of contingent liabilities recorded on the balance sheet. Timing of payments are as contractually scheduled, or where contingent, the Company's best estimate of payment timing.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and members of our board of directors; and
|
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
•
|
Enhancing our internal finance and accounting organizational structure, which includes changes to personnel in place as of May 31, 2014 and hiring additional resources.
|
•
|
Strengthening our internal policies and processes, including training for personnel, for ensuring account reconciliations are completed and reviewed properly.
|
•
|
Continued investments in our ERP to improve the transactional accounting and processes supporting the recording of certain routine transactions.
|
•
|
Hired additional full-time and temporary accounting resources with appropriate levels of experience, including a new Global Controller to drive improvement of and oversee day-to-day accounting activities.
|
•
|
Commenced a detailed review of our ERP to identify opportunities to improve the accuracy of routine transaction processing, specifically with respect to accounting transactions related to purchasing and payables.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accounting Fees and Services.
|
Item 15.
|
Exhibits, Financial Statement Schedules.
|
52
|
|
|
53
|
|
|
54
|
|
|
55
|
|
|
56
|
|
|
57
|
|
|
59
|
|
92
|
|
|
Years ended
|
||||||||||
|
May 31,
2014 |
|
May 31,
2013 |
|
May 31,
2012 |
||||||
Net sales
|
$
|
354,425
|
|
|
$
|
341,916
|
|
|
$
|
221,917
|
|
Cost of sales
|
174,757
|
|
|
173,402
|
|
|
96,608
|
|
|||
Gross profit
|
179,668
|
|
|
168,514
|
|
|
125,309
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Research and development
|
27,486
|
|
|
26,319
|
|
|
20,511
|
|
|||
Sales and marketing
|
83,200
|
|
|
76,121
|
|
|
64,505
|
|
|||
General and administrative
|
26,639
|
|
|
26,186
|
|
|
19,033
|
|
|||
Amortization of intangibles
|
16,622
|
|
|
16,617
|
|
|
9,309
|
|
|||
Change in fair value of contingent consideration
|
(1,808
|
)
|
|
1,583
|
|
|
—
|
|
|||
Acquisition, restructuring and other items, net
|
10,760
|
|
|
13,800
|
|
|
15,859
|
|
|||
Medical device excise tax
|
3,829
|
|
|
1,600
|
|
|
—
|
|
|||
Total operating expenses
|
166,728
|
|
|
162,226
|
|
|
129,217
|
|
|||
Operating income (loss)
|
12,940
|
|
|
6,288
|
|
|
(3,908
|
)
|
|||
Other (expenses) income
|
|
|
|
|
|
||||||
Interest income
|
—
|
|
|
103
|
|
|
1,090
|
|
|||
Interest expense
|
(3,656
|
)
|
|
(5,271
|
)
|
|
(508
|
)
|
|||
Other expense
|
(3,544
|
)
|
|
(2,707
|
)
|
|
(2,096
|
)
|
|||
Total other expenses, net
|
(7,200
|
)
|
|
(7,875
|
)
|
|
(1,514
|
)
|
|||
Income (loss) before income tax expense (benefit)
|
5,740
|
|
|
(1,587
|
)
|
|
(5,422
|
)
|
|||
Income tax expense (benefit)
|
3,074
|
|
|
(376
|
)
|
|
(239
|
)
|
|||
Net income (loss)
|
$
|
2,666
|
|
|
$
|
(1,211
|
)
|
|
$
|
(5,183
|
)
|
Earnings per share
|
|
|
|
|
|
||||||
Basic
|
$
|
0.08
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.20
|
)
|
Diluted
|
$
|
0.08
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.20
|
)
|
Basic weighted average shares outstanding
|
35,136
|
|
|
34,817
|
|
|
25,382
|
|
|||
Diluted weighted average shares outstanding
|
35,440
|
|
|
34,817
|
|
|
25,382
|
|
|
Years ended
|
||||||||||
|
May 31, 2014
|
|
May 31, 2013
|
|
May 31, 2012
|
||||||
Net income (loss)
|
$
|
2,666
|
|
|
$
|
(1,211
|
)
|
|
$
|
(5,183
|
)
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
(16
|
)
|
|
184
|
|
|
(103
|
)
|
|||
Unrealized gain (loss) on interest rate swap
|
(32
|
)
|
|
(522
|
)
|
|
327
|
|
|||
Foreign currency translation gain (loss)
|
295
|
|
|
(47
|
)
|
|
(142
|
)
|
|||
Other comprehensive income (loss), before tax
|
247
|
|
|
(385
|
)
|
|
82
|
|
|||
Income tax benefit (expense) related to items of other comprehensive income
|
18
|
|
|
125
|
|
|
(83
|
)
|
|||
Other comprehensive income (loss), net of tax
|
265
|
|
|
(260
|
)
|
|
(1
|
)
|
|||
Total comprehensive income (loss), net of tax
|
$
|
2,931
|
|
|
$
|
(1,471
|
)
|
|
$
|
(5,184
|
)
|
|
Common Stock
|
|
Additional
paid in
capital
|
|
Retained
earnings
|
|
Accumulate
other
comprehensive
loss
|
|
Treasury Stock
|
|
Total
|
||||||||||||||||||
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
||||||||||||||||||||
Balance at May 31, 2011
|
24,985,657
|
|
|
$
|
250
|
|
|
$
|
371,380
|
|
|
$
|
35,280
|
|
|
$
|
(1,273
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
405,637
|
|
Net Loss
|
|
|
|
|
|
|
(5,183
|
)
|
|
|
|
|
|
|
|
(5,183
|
)
|
||||||||||||
Exercise of stock options
|
193,684
|
|
|
2
|
|
|
2,155
|
|
|
|
|
|
|
|
|
|
|
2,157
|
|
||||||||||
Tax effect of exercise of stock options
|
|
|
|
|
(295
|
)
|
|
|
|
|
|
|
|
|
|
(295
|
)
|
||||||||||||
Issuance of performance shares, net
|
64,221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||
Purchase of common stock under Employee Stock Purchase Plan
|
103,362
|
|
|
1
|
|
|
1,201
|
|
|
|
|
|
|
|
|
|
|
1,202
|
|
||||||||||
Shares issued pursuant to acquisition
|
9,479,607
|
|
|
95
|
|
|
117,831
|
|
|
|
|
|
|
|
|
|
|
117,926
|
|
||||||||||
Purchase of common stock for treasury
|
|
|
|
|
|
|
|
|
|
|
(142,305
|
)
|
|
(2,104
|
)
|
|
(2,104
|
)
|
|||||||||||
Stock-based compensation
|
|
|
|
|
4,103
|
|
|
(51
|
)
|
|
|
|
|
|
|
|
4,052
|
|
|||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
(1
|
)
|
||||||||||||
Balance at May 31, 2012
|
34,826,531
|
|
|
$
|
348
|
|
|
$
|
496,375
|
|
|
$
|
30,046
|
|
|
$
|
(1,274
|
)
|
|
(142,305
|
)
|
|
$
|
(2,104
|
)
|
|
$
|
523,391
|
|
Net Loss
|
|
|
|
|
|
|
(1,211
|
)
|
|
|
|
|
|
|
|
(1,211
|
)
|
||||||||||||
Exercise of stock options
|
16,835
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|||||||||||
Tax effect of exercise of stock options
|
|
|
|
|
(1,644
|
)
|
|
|
|
|
|
|
|
|
|
(1,644
|
)
|
||||||||||||
Issuance of performance shares, net
|
93,429
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|||||||||||
Purchase of common stock under Employee Stock Purchase Plan
|
123,556
|
|
|
2
|
|
|
1,209
|
|
|
|
|
|
|
|
|
|
|
1,211
|
|
||||||||||
Stock-based compensation
|
|
|
|
|
4,609
|
|
|
|
|
|
|
|
|
|
|
4,609
|
|
||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
(260
|
)
|
|
|
|
|
|
(260
|
)
|
||||||||||||
Balance at May 31, 2013
|
35,060,351
|
|
|
$
|
351
|
|
|
$
|
500,554
|
|
|
$
|
28,835
|
|
|
$
|
(1,534
|
)
|
|
(142,305
|
)
|
|
$
|
(2,104
|
)
|
|
$
|
526,102
|
|
Net income
|
|
|
|
|
|
|
$
|
2,666
|
|
|
|
|
|
|
|
|
2,666
|
|
|||||||||||
Exercise of stock options
|
105,676
|
|
|
|
|
1,085
|
|
|
|
|
|
|
|
|
|
|
1,085
|
|
|||||||||||
Tax effect of exercise of stock options
|
|
|
|
|
(146
|
)
|
|
|
|
|
|
|
|
|
|
(146
|
)
|
||||||||||||
Issuance of performance shares, net
|
129,702
|
|
|
1
|
|
|
(1,358
|
)
|
|
|
|
|
|
|
|
|
|
(1,357
|
)
|
||||||||||
Purchase of common stock under Employee Stock Purchase Plan
|
146,275
|
|
|
1
|
|
|
2,717
|
|
|
|
|
|
|
|
|
|
|
2,718
|
|
||||||||||
Stock-based compensation
|
|
|
|
|
5,502
|
|
|
|
|
|
|
|
|
|
|
5,502
|
|
||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
265
|
|
|
|
|
|
|
265
|
|
||||||||||||
Balance at May 31, 2014
|
35,442,004
|
|
|
$
|
353
|
|
|
$
|
508,354
|
|
|
$
|
31,501
|
|
|
$
|
(1,269
|
)
|
|
(142,305
|
)
|
|
$
|
(2,104
|
)
|
|
$
|
536,835
|
|
|
Years ended
|
||||||||||
|
May 31,
2014 |
|
May 31,
2013 |
|
May 31,
2012 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
2,666
|
|
|
$
|
(1,211
|
)
|
|
$
|
(5,183
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
28,157
|
|
|
27,227
|
|
|
14,676
|
|
|||
Amortization of bond discount
|
—
|
|
|
—
|
|
|
707
|
|
|||
Amortization of acquired inventory basis step-up
|
150
|
|
|
3,845
|
|
|
431
|
|
|||
Tax effect of exercise of stock options and issuance of performance shares
|
(146
|
)
|
|
(1,644
|
)
|
|
(309
|
)
|
|||
Deferred income tax provision
|
2,951
|
|
|
666
|
|
|
(703
|
)
|
|||
Stock based compensation
|
5,502
|
|
|
4,609
|
|
|
4,052
|
|
|||
Changes in accounts receivable allowances
|
465
|
|
|
338
|
|
|
118
|
|
|||
Gain on sales of assets
|
—
|
|
|
(711
|
)
|
|
—
|
|
|||
Change in fair value of contingent consideration
|
(1,808
|
)
|
|
1,583
|
|
|
—
|
|
|||
Loss on discontinuance of product offering
|
—
|
|
|
1,416
|
|
|
—
|
|
|||
Other
|
(17
|
)
|
|
157
|
|
|
1,148
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(14,786
|
)
|
|
1,020
|
|
|
(2,395
|
)
|
|||
Inventories
|
(5,608
|
)
|
|
(1,909
|
)
|
|
(1,522
|
)
|
|||
Prepaid expenses and other
|
497
|
|
|
977
|
|
|
(6,000
|
)
|
|||
Accounts payable and accrued liabilities
|
6,658
|
|
|
(9,711
|
)
|
|
6,582
|
|
|||
Net cash provided by operating activities
|
24,681
|
|
|
26,652
|
|
|
11,602
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(11,172
|
)
|
|
(12,120
|
)
|
|
(2,492
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(4,169
|
)
|
|
(24,474
|
)
|
|
(237,191
|
)
|
|||
Acquisition of intangible assets, net of cash acquired
|
(1,435
|
)
|
|
(800
|
)
|
|
(550
|
)
|
|||
Other cash flows from investing activities
|
—
|
|
|
801
|
|
|
(4,000
|
)
|
|||
Change in escrow receivable
|
—
|
|
|
2,500
|
|
|
(2,500
|
)
|
|||
Purchases of marketable securities
|
(25
|
)
|
|
(5,134
|
)
|
|
(123,614
|
)
|
|||
Proceeds from sale or maturity of marketable securities
|
353
|
|
|
16,989
|
|
|
194,113
|
|
|||
Net cash used in investing activities
|
(16,448
|
)
|
|
(22,238
|
)
|
|
(176,234
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayment of long-term debt
|
(146,250
|
)
|
|
(7,500
|
)
|
|
(6,550
|
)
|
|||
Proceeds from borrowings on revolving credit facility
|
46,410
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of long-term debt
|
100,000
|
|
|
—
|
|
|
150,000
|
|
|||
Proceeds from exercise of stock options and ESPP
|
2,444
|
|
|
1,214
|
|
|
3,356
|
|
|||
Payment of contingent consideration previously established in purchase accounting
|
(15,943
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred financing costs on long-term debt
|
(677
|
)
|
|
—
|
|
|
(2,378
|
)
|
|||
Repurchase of common stock for treasury
|
—
|
|
|
—
|
|
|
(2,104
|
)
|
|||
Tax effect of the exercise of stock options and issuance of performance shares
|
—
|
|
|
—
|
|
|
14
|
|
|||
Net cash (used in) provided by financing activities
|
(14,016
|
)
|
|
(6,286
|
)
|
|
142,338
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
86
|
|
|
(65
|
)
|
|
49
|
|
|||
Decrease in cash and cash equivalents
|
(5,697
|
)
|
|
(1,937
|
)
|
|
(22,245
|
)
|
|||
Cash and cash equivalents at beginning of year
|
21,802
|
|
|
23,739
|
|
|
45,984
|
|
|||
Cash and cash equivalents at end of year
|
$
|
16,105
|
|
|
$
|
21,802
|
|
|
$
|
23,739
|
|
|
Years ended
|
||||||||||
|
May 31,
2014
|
|
May 31,
2013
|
|
May 31,
2012
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash operating, investing and financing activities:
|
|
|
|
|
|
||||||
Contractual obligations for acquisition of fixed assets
|
$
|
4,970
|
|
|
$
|
1,549
|
|
|
$
|
217
|
|
Contractual obligations for acquisition of intangibles and business
|
2,249
|
|
|
78,286
|
|
|
117,926
|
|
|||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
3,591
|
|
|
$
|
4,936
|
|
|
$
|
438
|
|
Income taxes
|
182
|
|
|
200
|
|
|
2,832
|
|
Level 1
|
Quoted prices in active markets for identical assets or liabilities. Level 1 assets include bank time deposits, money market funds, mutual funds and U.S. Treasury securities that are traded in an active exchange market.
|
Level 2
|
Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets include US government securities and corporate bonds. When quoted market prices are unobservable, we obtain pricing information from an independent pricing vendor. The pricing vendor uses various pricing models for each asset class that are consistent with what other market participants would use. The inputs and assumptions to the model of the pricing vendor are derived from market observable sources including: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, and other market-related data. Since many fixed income securities do not trade on a daily basis, the methodology of the pricing vendor uses available information as applicable such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing. The pricing vendor considers all available market observable inputs in determining the evaluation for a security. Thus, certain securities may not be priced using quoted prices, but rather determined from market observable information. These investments are included in Level 2 and primarily comprise our portfolio of corporate and government fixed income securities. Additionally included in Level 2 are interest rate swap agreements which are valued using a mid-market valuation model.
|
Level 3
|
Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category currently includes the auction rate securities where independent pricing information was not able to be obtained and the contingent Earn out related to the acquisition of Vortex and Microsulis. Our investments in auction-rate securities were classified as Level 3 as quoted prices were unavailable since these auction rate securities issued by New York state and local government authorities failed auction. Due to limited market information, we utilized a discounted cash flow (“DCF”) model to derive an estimate of fair value for all periods presented. The assumptions used in preparing the DCF model included estimates with respect to the amount and timing of future interest and principal payments, forward projections of the interest rate benchmarks, the probability of full repayment of the principal considering the credit quality and guarantees in place, and the rate of return required by investors to own such securities given the current liquidity risk associated with auction-rate securities. The contingent earn outs were valued utilizing a discounted cash flow method as detailed below.
|
|
Fair Value Measurements
using inputs considered as:
|
|
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value at May 31, 2014
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
445
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
445
|
|
Total
|
445
|
|
|
—
|
|
|
—
|
|
|
445
|
|
||||
Marketable securities
|
|
|
|
|
|
|
|
||||||||
U.S. government agency obligations
|
—
|
|
|
—
|
|
|
1,809
|
|
|
1,809
|
|
||||
Total
|
—
|
|
|
—
|
|
|
1,809
|
|
|
1,809
|
|
||||
Total Financial Assets
|
$
|
445
|
|
|
$
|
—
|
|
|
$
|
1,809
|
|
|
$
|
2,254
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
555
|
|
|
$
|
—
|
|
|
$
|
555
|
|
Contingent liability for acquisition earn out
|
—
|
|
|
—
|
|
|
67,331
|
|
|
67,331
|
|
||||
Total Financial Liabilities
|
$
|
—
|
|
|
$
|
555
|
|
|
$
|
67,331
|
|
|
$
|
67,886
|
|
|
Fair Value Measurements
using inputs considered as:
|
|
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value at May 31, 2013
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
114
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
114
|
|
Total
|
114
|
|
|
—
|
|
|
—
|
|
|
114
|
|
||||
Marketable securities
|
|
|
|
|
|
|
|
||||||||
Corporate bond securities
|
—
|
|
|
303
|
|
|
—
|
|
|
303
|
|
||||
U.S. government agency obligations
|
—
|
|
|
—
|
|
|
1,850
|
|
|
1,850
|
|
||||
Total
|
—
|
|
|
303
|
|
|
1,850
|
|
|
2,153
|
|
||||
Total Financial Assets
|
$
|
114
|
|
|
$
|
303
|
|
|
$
|
1,850
|
|
|
$
|
2,267
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
|
$
|
—
|
|
|
$
|
522
|
|
|
$
|
—
|
|
|
$
|
522
|
|
Contingent liability for acquisition earn out
|
—
|
|
|
—
|
|
|
75,049
|
|
|
75,049
|
|
||||
Total Financial Liabilities
|
$
|
—
|
|
|
$
|
522
|
|
|
$
|
75,049
|
|
|
$
|
75,571
|
|
|
Financial Assets
|
|
Financial Liabilities
|
||||
|
Fair Value Measurements
Using Significant
Unobservable Inputs
(Level 3)
|
|
Fair Value Measurements
Using Significant
Unobservable Inputs
|
||||
Balance at May 31, 2013
|
$
|
1,850
|
|
|
$
|
75,049
|
|
Total gains or losses (realized/unrealized):
|
|
|
|
|
|
||
Earnings revaluation gain - Included in earnings
|
—
|
|
|
(5,084
|
)
|
||
Earnings revaluation expense - Included in earnings
|
—
|
|
|
3,276
|
|
||
Included in other comprehensive income
|
(16
|
)
|
|
—
|
|
||
Purchases, issuances and settlements
|
(25
|
)
|
|
(10,880
|
)
|
||
Transfers in and/or (out) of Level 3
|
—
|
|
|
—
|
|
||
Contingent consideration - Clinical Devices
|
—
|
|
|
4,970
|
|
||
Balance at May 31, 2014
|
$
|
1,809
|
|
|
$
|
67,331
|
|
|
Fair value at
May 31, 2014
|
|
Valuation
Technique
|
|
Unobservable
Input
|
|
Range
|
||
Revenue based payments
|
$
|
63,961
|
|
|
Discounted cash flow
|
|
Discount rate
Probability of payment Projected fiscal year of payment |
|
4% - 10%
75% - 100% 2015 - 2022 |
Milestone based payments
|
3,370
|
|
|
Discounted cash flow
|
|
Discount rate
Probability of payment Projected fiscal year of payment |
|
16%
75% - 100% 2015 |
|
|
$
|
67,331
|
|
|
|
|
|
|
|
Balance at May 31, 2013
|
$
|
75,049
|
|
Purchase price contingent consideration
|
4,970
|
|
|
Contingent payments
|
(10,880
|
)
|
|
Earnings revaluation gain
|
(5,084
|
)
|
|
Earnings revaluation expense
|
3,276
|
|
|
Balance at May 31, 2014
|
$
|
67,331
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Basic
|
35,135,689
|
|
|
34,817,279
|
|
|
25,382,293
|
|
Effect of dilutive securities
|
304,161
|
|
|
—
|
|
|
—
|
|
Diluted
|
35,439,850
|
|
|
34,817,279
|
|
|
25,382,293
|
|
Accounts receivable
|
$
|
364
|
|
Inventories
|
687
|
|
|
Other current assets
|
443
|
|
|
Fixed assets
|
1,906
|
|
|
Intangibles
|
12,500
|
|
|
Goodwill
|
19,284
|
|
|
Total assets acquired
|
35,184
|
|
|
Liabilities assumed
|
(1,634
|
)
|
|
Total purchase price
|
$
|
33,550
|
|
Cash payment at closing
|
$
|
10,566
|
|
Cash payment for initial investment
|
5,000
|
|
|
Present value of deferred payment
|
4,820
|
|
|
Present value of contingent consideration liability
|
13,164
|
|
|
Total purchase price
|
$
|
33,550
|
|
Cash and cash equivalents
|
$
|
339
|
|
Accounts receivable
|
203
|
|
|
Inventories
|
488
|
|
|
Other assets
|
7
|
|
|
Deferred tax assets
|
1,307
|
|
|
Intangibles
|
72,430
|
|
|
Goodwill
|
29,519
|
|
|
Total assets acquired
|
104,293
|
|
|
Deferred tax liabilities
|
(28,340
|
)
|
|
Liabilities assumed
|
(661
|
)
|
|
Total purchase price
|
$
|
75,292
|
|
Cash payments at closing
|
$
|
15,105
|
|
Present value of contingent consideration liability
|
60,302
|
|
|
Working capital adjustment
|
(115
|
)
|
|
Total purchase price
|
$
|
75,292
|
|
Cash and cash equivalents
|
$
|
7,683
|
|
Accounts receivable
|
19,069
|
|
|
Inventories
|
26,851
|
|
|
Prepaid expenses and other current assets
|
5,504
|
|
|
Property, plant and equipment
|
34,017
|
|
|
Deferred tax assets
|
34,209
|
|
|
Goodwill
|
144,705
|
|
|
Intangibles
|
107,100
|
|
|
Other long-term assets
|
497
|
|
|
Total assets acquired
|
379,635
|
|
|
Liabilities assumed
|
(18,287
|
)
|
|
Total net assets acquired
|
$
|
361,348
|
|
|
For the year ended
May 31,
|
||
|
2012
|
||
|
(unaudited)
|
||
Net sales
|
$
|
365,357
|
|
Net income
|
$
|
3,897
|
|
(i)
|
exclusion of
$17.6 million
of transaction costs and restructuring charges for both AngioDynamics and Navilyst for the year ended May 31, 2012;
|
(ii)
|
inclusion of
$4.7 million
of interest expense related to the
$150 million
credit facility associated with the transaction for the years ended May 31, 2012; and
|
(iii)
|
tax effecting the unaudited pro forma consolidated net income and adjustments for the years ended May 31, 2012.
|
|
Amortized
cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
(in thousands)
|
||||||||||||||
Available-for-sales securities
|
|
|
|
|
|
|
|
||||||||
U.S. government agency obligations
|
$
|
1,825
|
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
|
$
|
1,809
|
|
Corporate bond securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
1,825
|
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
|
$
|
1,809
|
|
|
Amortized
cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
(in thousands)
|
||||||||||||||
Available-for-sales securities
|
|
|
|
|
|
|
|
||||||||
U.S. government agency obligations
|
$
|
1,850
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,850
|
|
Corporate bond securities
|
303
|
|
|
—
|
|
|
—
|
|
|
303
|
|
||||
|
$
|
2,153
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,153
|
|
|
Amortized
cost
|
|
Fair
Value
|
||||
|
(in thousands)
|
||||||
As of May 31, 2014:
|
|
|
|
||||
Due in one year or less
|
$
|
—
|
|
|
$
|
—
|
|
Due after one through five years
|
—
|
|
|
—
|
|
||
Due after five through twenty years
|
1,825
|
|
|
1,809
|
|
||
|
$
|
1,825
|
|
|
$
|
1,809
|
|
|
May 31, 2014
|
|
May 31, 2013
|
||||
|
(in thousands)
|
||||||
Raw materials
|
$
|
24,734
|
|
|
$
|
18,362
|
|
Work in process
|
11,992
|
|
|
11,006
|
|
||
Finished goods
|
24,508
|
|
|
25,711
|
|
||
Total
|
$
|
61,234
|
|
|
$
|
55,079
|
|
|
May 31, 2014
|
|
May 31, 2013
|
||||
|
(in thousands)
|
||||||
Deposits
|
$
|
3,356
|
|
|
$
|
4,029
|
|
Other prepaid taxes
|
202
|
|
|
458
|
|
||
Licensee fees
|
604
|
|
|
597
|
|
||
Software licenses
|
130
|
|
|
520
|
|
||
Trade shows
|
62
|
|
|
487
|
|
||
Rent
|
114
|
|
|
135
|
|
||
Insurance
|
395
|
|
|
120
|
|
||
Interest receivable
|
1
|
|
|
2
|
|
||
Other
|
607
|
|
|
937
|
|
||
Total
|
$
|
5,471
|
|
|
$
|
7,285
|
|
|
May 31, 2014
|
|
May 31, 2013
|
|
Estimated
useful lives
|
||||
|
(in thousands)
|
|
|
||||||
Building and building improvements
|
$
|
33,126
|
|
|
$
|
30,150
|
|
|
39 years
|
Machinery and equipment
|
31,880
|
|
|
30,870
|
|
|
3 to 8 years
|
||
Computer software and equipment
|
25,836
|
|
|
16,390
|
|
|
3 to 10 years
|
||
Construction in progress
|
12,564
|
|
|
13,373
|
|
|
|
||
|
103,406
|
|
|
90,783
|
|
|
|
||
Less accumulated depreciation and amortization
|
(37,845
|
)
|
|
(29,421
|
)
|
|
|
||
|
65,561
|
|
|
61,362
|
|
|
|
||
Land and land improvements
|
1,029
|
|
|
1,029
|
|
|
|
||
|
$
|
66,590
|
|
|
$
|
62,391
|
|
|
|
|
Total
|
||
Balance, May 31, 2012
|
$
|
309,091
|
|
Goodwill recognized from Vortex business combination
|
29,519
|
|
|
Goodwill recognized from Microsulis asset acquisition
|
19,284
|
|
|
Adjustments to Navilyst purchase price allocation
|
(2,257
|
)
|
|
Balance, May 31, 2013
|
$
|
355,637
|
|
Acquisition of Clinical Devices B.V.
|
4,836
|
|
|
Balance, May 31, 2014
|
$
|
360,473
|
|
|
May 31, 2014
|
||||||||||||
|
Gross carrying
value
|
|
Accumulated
amortization
|
|
Net carrying
value
|
|
Weighted average
useful life
|
||||||
|
(in thousands)
|
|
(years)
|
||||||||||
Product technologies
|
$
|
150,298
|
|
|
$
|
(32,930
|
)
|
|
$
|
117,368
|
|
|
10.2
|
Customer relationships
|
86,645
|
|
|
(37,848
|
)
|
|
48,797
|
|
|
11.9
|
|||
Trademark—NAMIC
|
28,600
|
|
|
—
|
|
|
28,600
|
|
|
Indefinite
|
|||
In process R&D Acquired
|
3,600
|
|
|
—
|
|
|
3,600
|
|
|
Indefinite
|
|||
Licenses
|
7,639
|
|
|
(5,211
|
)
|
|
2,428
|
|
|
8.4
|
|||
Trademarks
|
6,345
|
|
|
(1,882
|
)
|
|
4,463
|
|
|
8.0
|
|||
Distributor relationships
|
900
|
|
|
(900
|
)
|
|
—
|
|
|
3.0
|
|||
|
$
|
284,027
|
|
|
$
|
(78,771
|
)
|
|
$
|
205,256
|
|
|
|
|
May 31, 2013
|
||||||||||||
|
Gross carrying
value
|
|
Accumulated
amortization
|
|
Net carrying
value
|
|
Weighted avg
useful life
|
||||||
|
(in thousands)
|
|
(years)
|
||||||||||
Product technologies (1)
|
$
|
150,181
|
|
|
$
|
(24,835
|
)
|
|
$
|
125,346
|
|
|
10.6
|
Customer relationships (1)
|
84,479
|
|
|
(30,770
|
)
|
|
53,709
|
|
|
14.8
|
|||
Trademark—NAMIC
|
28,600
|
|
|
—
|
|
|
28,600
|
|
|
Indefinite
|
|||
Licenses
|
6,302
|
|
|
(4,501
|
)
|
|
1,801
|
|
|
9.0
|
|||
Trademarks
|
6,275
|
|
|
(1,058
|
)
|
|
5,217
|
|
|
9.9
|
|||
Distributor relationships
|
900
|
|
|
(900
|
)
|
|
—
|
|
|
3.0
|
|||
|
$
|
276,737
|
|
|
$
|
(62,064
|
)
|
|
$
|
214,673
|
|
|
|
(1)
|
The Company has revised the previously reported disclosure to appropriately classify the components of intangible assets.
|
2015
|
$
|
15,693
|
|
2016
|
15,696
|
|
|
2017
|
16,355
|
|
|
2018
|
17,385
|
|
|
2019
|
19,928
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
(Loss) income before tax provision:
|
|
|
|
|
|
||||||
US
|
$
|
5,199
|
|
|
$
|
(3,614
|
)
|
|
$
|
(5,291
|
)
|
Non-US
|
541
|
|
|
2,027
|
|
|
(131
|
)
|
|||
|
$
|
5,740
|
|
|
$
|
(1,587
|
)
|
|
$
|
(5,422
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(133
|
)
|
|
$
|
(1,622
|
)
|
|
$
|
448
|
|
State and local
|
99
|
|
|
(52
|
)
|
|
(19
|
)
|
|||
Non U.S.
|
157
|
|
|
468
|
|
|
18
|
|
|||
|
123
|
|
|
(1,206
|
)
|
|
447
|
|
|||
Deferred
|
2,951
|
|
|
830
|
|
|
(686
|
)
|
|||
|
$
|
3,074
|
|
|
$
|
(376
|
)
|
|
$
|
(239
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Deferred tax benefit
|
$
|
1,778
|
|
|
$
|
830
|
|
|
$
|
(1,773
|
)
|
Impact of NYS tax reform legislation
|
1,173
|
|
|
—
|
|
|
—
|
|
|||
Net operating loss carryforward
|
—
|
|
|
—
|
|
|
1,087
|
|
|||
|
$
|
2,951
|
|
|
$
|
830
|
|
|
$
|
(686
|
)
|
|
May 31, 2014
|
|
May 31, 2013
|
||||
|
(in thousands)
|
||||||
Deferred tax assets
|
|
|
|
||||
Net operating loss carryforward
|
$
|
48,749
|
|
|
$
|
47,516
|
|
Stock-based compensation
|
4,851
|
|
|
4,813
|
|
||
Federal and state R&D tax credit carryforward
|
1,249
|
|
|
490
|
|
||
Inventories
|
875
|
|
|
1,713
|
|
||
State tax credits
|
—
|
|
|
1,326
|
|
||
Expenses incurred not currently deductible
|
1,379
|
|
|
880
|
|
||
Capital loss carryforwards
|
—
|
|
|
95
|
|
||
Deferred revenue
|
154
|
|
|
1,147
|
|
||
Gross deferred tax asset
|
57,257
|
|
|
57,980
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Excess tax over book depreciation and amortization
|
41,843
|
|
|
39,252
|
|
||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
||
|
41,843
|
|
|
39,252
|
|
||
Valuation Allowance
|
(1,532
|
)
|
|
(712
|
)
|
||
Net deferred tax asset
|
$
|
13,882
|
|
|
$
|
18,016
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Income tax (benefit) provision
|
$
|
3,074
|
|
|
$
|
(376
|
)
|
|
$
|
(239
|
)
|
Effect of Graduated tax rates
|
57
|
|
|
16
|
|
|
(57
|
)
|
|||
State income taxes, net of Federal tax benefit
|
(122
|
)
|
|
(95
|
)
|
|
(152
|
)
|
|||
State income tax credits, net of Federal tax benefit
|
—
|
|
|
23
|
|
|
69
|
|
|||
Impact of Non US operations
|
27
|
|
|
228
|
|
|
(46
|
)
|
|||
Tax-exempt interest
|
—
|
|
|
2
|
|
|
4
|
|
|||
Research and development tax credit
|
236
|
|
|
142
|
|
|
115
|
|
|||
Domestic Production Activities deduction
|
—
|
|
|
—
|
|
|
71
|
|
|||
Nondeductible acquisition costs
|
—
|
|
|
(110
|
)
|
|
(1,144
|
)
|
|||
Nondeductible interest on contingent payments
|
(540
|
)
|
|
(130
|
)
|
|
—
|
|
|||
Nontaxable gain on revaluation of contingent consideration liability
|
1,698
|
|
|
—
|
|
|
—
|
|
|||
Tax law change
|
(1,173
|
)
|
|
—
|
|
|
—
|
|
|||
Effect of elimination of ASC 718 APIC pool
|
(440
|
)
|
|
—
|
|
|
—
|
|
|||
Nondeductible stock-based compensation
|
(176
|
)
|
|
(108
|
)
|
|
(125
|
)
|
|||
Other nondeductible expenses
|
(384
|
)
|
|
(336
|
)
|
|
(336
|
)
|
|||
Overaccrual (underaccrual) of prior year Federal and state taxes
|
(249
|
)
|
|
10
|
|
|
138
|
|
|||
Fully reserved capital losses
|
—
|
|
|
179
|
|
|
(208
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
12
|
|
|||
Income tax (benefit) provision at statutory tax rate of 35%
|
$
|
2,008
|
|
|
$
|
(555
|
)
|
|
$
|
(1,898
|
)
|
|
May 31,
2014
|
|
May 31,
2013
|
||||
|
(in thousands)
|
||||||
Payroll and related expenses
|
$
|
8,114
|
|
|
$
|
6,421
|
|
Royalties
|
2,620
|
|
|
2,034
|
|
||
Accrued severance
|
765
|
|
|
1,602
|
|
||
Deferred revenue
|
200
|
|
|
1,573
|
|
||
Sales and franchise taxes
|
1,327
|
|
|
1,047
|
|
||
Interest rate swap liability
|
555
|
|
|
523
|
|
||
Other
|
3,071
|
|
|
3,156
|
|
||
Total
|
$
|
16,652
|
|
|
$
|
16,356
|
|
|
May 31, 2014
|
|
May 31, 2013
|
||||
Bank notes
|
$
|
142,660
|
|
|
$
|
142,500
|
|
Less: current maturities
|
(5,000
|
)
|
|
(7,500
|
)
|
||
Long-term debt
|
$
|
137,660
|
|
|
$
|
135,000
|
|
2015
|
$
|
5,000
|
|
2016
|
8,750
|
|
|
2017
|
13,750
|
|
|
2018
|
26,250
|
|
|
2019
|
42,500
|
|
|
|
$
|
96,250
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||
|
Shares
|
|
Weighted-
average
exercise
price
|
|
Weighted
average
remaining
contractual
life
|
|
Aggregate
intrinsic
value (in
thousands)
|
|
Shares
|
|
Weighted-
average
exercise
price
|
|
Shares
|
|
Weighted-
average
exercise
price
|
|||||||||||
Outstanding at beginning of year
|
2,768,928
|
|
|
$
|
14.84
|
|
|
|
|
|
|
2,985,192
|
|
|
$
|
15.69
|
|
|
2,680,390
|
|
|
$
|
15.96
|
|
||
Granted
|
391,175
|
|
|
$
|
13.01
|
|
|
|
|
|
|
406,700
|
|
|
$
|
11.40
|
|
|
1,434,000
|
|
|
$
|
13.70
|
|
||
Exercised
|
(105,676
|
)
|
|
$
|
15.38
|
|
|
|
|
|
|
(16,835
|
)
|
|
$
|
11.15
|
|
|
(193,684
|
)
|
|
$
|
14.22
|
|
||
Forfeited
|
(278,646
|
)
|
|
$
|
17.45
|
|
|
|
|
|
|
(589,787
|
)
|
|
$
|
17.45
|
|
|
(917,126
|
)
|
|
$
|
14.22
|
|
||
Expired
|
(102,030
|
)
|
|
$
|
15.69
|
|
|
|
|
|
|
(16,342
|
)
|
|
$
|
15.69
|
|
|
(18,388
|
)
|
|
$
|
24.44
|
|
||
Outstanding at end of year
|
2,673,751
|
|
|
$
|
14.82
|
|
|
4.56
|
|
$
|
17,540
|
|
|
2,768,928
|
|
|
$
|
14.84
|
|
|
2,985,192
|
|
|
$
|
15.69
|
|
Options exercisable at year-end
|
1,675,790
|
|
|
$
|
16.12
|
|
|
4.54
|
|
$
|
12,906
|
|
|
1,601,028
|
|
|
$
|
16.12
|
|
|
1,678,559
|
|
|
$
|
17.01
|
|
Options expected to vest in future periods
|
845,256
|
|
|
$
|
13.31
|
|
|
5.06
|
|
$
|
3,986
|
|
|
1,069,119
|
|
|
$
|
13.31
|
|
|
1,075,473
|
|
|
$
|
14.19
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Weighted-average fair value of options granted during the year
|
$
|
4.10
|
|
|
$
|
4.19
|
|
|
$
|
5.62
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Expected stock price volatility
|
34.40
|
%
|
|
43.91
|
%
|
|
49.06
|
%
|
Risk-free interest rate
|
1.44
|
%
|
|
0.62
|
%
|
|
0.70
|
%
|
Expected life of options
|
4.74 years
|
|
|
4.62 years
|
|
|
4.59 years
|
|
Range of exercise prices
|
Number
outstanding
|
|
Weighted-
average
remaining
life in
years
|
|
Weighted-
average
exercise
price
|
|
Number
Exercisable
|
|
Weighted-
average
exercise
price
|
||||||
$ 6.52 - $11.93
|
463,965
|
|
|
5.64
|
|
$
|
11.37
|
|
|
65,832
|
|
|
$
|
10.61
|
|
$12.06 - $12.97
|
343,161
|
|
|
4.86
|
|
12.41
|
|
|
155,661
|
|
|
12.44
|
|
||
$13.18 - $13.85
|
432,426
|
|
|
3.38
|
|
13.35
|
|
|
321,348
|
|
|
13.36
|
|
||
$13.92 - $14.31
|
430,000
|
|
|
4.21
|
|
13.95
|
|
|
228,750
|
|
|
13.97
|
|
||
$14.48 - $15.57
|
202,880
|
|
|
1.09
|
|
15.25
|
|
|
202,880
|
|
|
15.25
|
|
||
$15.75 - $16.58
|
376,196
|
|
|
3.39
|
|
16.06
|
|
|
276,196
|
|
|
16.03
|
|
||
$16.75 - $19.94
|
267,522
|
|
|
1.06
|
|
18.19
|
|
|
267,522
|
|
|
18.16
|
|
||
$20.06 - $31.33
|
157,601
|
|
|
1.26
|
|
23.05
|
|
|
157,601
|
|
|
13.81
|
|
||
|
2,673,751
|
|
|
4.56
|
|
$
|
14.84
|
|
|
1,675,790
|
|
|
$
|
16.12
|
|
|
Non-Vested Stock
Award Units
|
|
Weighted Average
Grant-Date Fair Value
|
|||
Balance as of May 31, 2013
|
482,644
|
|
|
$
|
12.14
|
|
Granted
|
473,824
|
|
|
13.37
|
|
|
Cancelled
|
(109,634
|
)
|
|
12.48
|
|
|
Vested
|
(148,946
|
)
|
|
12.62
|
|
|
Balance as of May 31, 2014
|
697,888
|
|
|
13.02
|
|
|
Unrecognized
Compensation
Cost
|
|
Weighted Average
Remaining Vesting
Period (in years)
|
||
Stock options
|
$
|
3,382
|
|
|
2.13
|
Non-vested stock awards
|
5,625
|
|
|
2.37
|
|
|
$
|
9,007
|
|
|
2.28
|
|
May 31,
2014
|
|
May 31,
2013
|
|
May 31,
2012
|
||||||
|
(In thousands)
|
||||||||||
Cost of sales
|
$
|
232
|
|
|
$
|
271
|
|
|
$
|
268
|
|
Research and development
|
483
|
|
|
399
|
|
|
738
|
|
|||
Sales and marketing
|
1,672
|
|
|
1,610
|
|
|
1,340
|
|
|||
General and administrative
|
3,115
|
|
|
2,329
|
|
|
1,706
|
|
|||
Stock based compensation expense included in operating expenses
|
5,270
|
|
|
4,338
|
|
|
3,784
|
|
|||
Total stock based compensation
|
5,502
|
|
|
4,609
|
|
|
4,052
|
|
|||
Tax benefit
|
1,862
|
|
|
1,540
|
|
|
1,447
|
|
|||
Stock based compensation expense, net of tax
|
$
|
3,640
|
|
|
$
|
3,069
|
|
|
$
|
2,605
|
|
2015
|
$
|
1,991
|
|
2016
|
1,644
|
|
|
2017
|
1,186
|
|
|
2018
|
1,093
|
|
|
2019
|
1,093
|
|
|
|
$
|
7,007
|
|
|
Year Ended
|
||||||||||
|
May 31,
2014 |
|
May 31,
2013 |
|
May 31,
2012 |
||||||
Net sales by Product Category
|
|
|
|
|
|
||||||
Peripheral Vascular
|
$
|
192,626
|
|
|
$
|
179,573
|
|
|
$
|
95,330
|
|
Vascular Access
|
106,394
|
|
|
106,690
|
|
|
63,857
|
|
|||
Oncology/Surgery
|
49,360
|
|
|
47,155
|
|
|
62,730
|
|
|||
Supply Agreement
|
6,045
|
|
|
8,498
|
|
|
—
|
|
|||
Total
|
$
|
354,425
|
|
|
$
|
341,916
|
|
|
$
|
221,917
|
|
|
Year Ended
|
||||||||||
|
May 31,
2014 |
|
May 31,
2013 |
|
May 31,
2012 |
||||||
Net sales by Geography
|
|
|
|
|
|
||||||
United States
|
$
|
280,161
|
|
|
$
|
266,228
|
|
|
$
|
188,317
|
|
International
|
68,219
|
|
|
67,190
|
|
|
33,600
|
|
|||
Supply Agreement
|
6,045
|
|
|
8,498
|
|
|
—
|
|
|||
Total
|
$
|
354,425
|
|
|
$
|
341,916
|
|
|
$
|
221,917
|
|
|
2014
|
||||||||||||||
|
First
quarter
|
|
Second
quarter
|
|
Third
quarter
|
|
Fourth
quarter
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Net sales
|
$
|
83,644
|
|
|
$
|
88,571
|
|
|
$
|
88,150
|
|
|
$
|
94,060
|
|
Gross profit
|
42,580
|
|
|
44,885
|
|
|
44,793
|
|
|
47,410
|
|
||||
Net income (loss)
|
(373
|
)
|
|
(261
|
)
|
|
4,515
|
|
|
(1,215
|
)
|
||||
Earnings per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
(0.01
|
)
|
|
(0.01
|
)
|
|
0.13
|
|
|
(0.03
|
)
|
||||
Diluted
|
(0.01
|
)
|
|
(0.01
|
)
|
|
0.13
|
|
|
(0.03
|
)
|
|
2013
|
||||||||||||||
|
First
quarter
|
|
Second
quarter
|
|
Third
quarter
|
|
Fourth
quarter
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Net sales
|
$
|
83,406
|
|
|
$
|
87,007
|
|
|
$
|
81,571
|
|
|
$
|
89,932
|
|
Gross profit
|
39,387
|
|
|
44,016
|
|
|
41,129
|
|
|
43,982
|
|
||||
Net income (loss)
|
(985
|
)
|
|
1,878
|
|
|
(1,083
|
)
|
|
(1,021
|
)
|
||||
Earnings per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
(0.03
|
)
|
|
0.05
|
|
|
(0.03
|
)
|
|
(0.03
|
)
|
||||
Diluted
|
(0.03
|
)
|
|
0.05
|
|
|
(0.03
|
)
|
|
(0.03
|
)
|
|
Three months ended May 31, 2014
|
||||||||||
|
As previously reported
|
|
Adjustments
|
|
As revised
|
||||||
Net sales
|
$
|
94,065
|
|
|
$
|
(5
|
)
|
|
$
|
94,060
|
|
Cost of sales
|
46,534
|
|
|
116
|
|
|
46,650
|
|
|||
Gross profit
|
47,531
|
|
|
(121
|
)
|
|
47,410
|
|
|||
Total operating expenses
|
43,796
|
|
|
30
|
|
|
43,826
|
|
|||
Operating income
|
3,735
|
|
|
(151
|
)
|
|
3,584
|
|
|||
Total other income (expense)
|
(1,489
|
)
|
|
15
|
|
|
(1,474
|
)
|
|||
Income (loss) before taxes
|
2,246
|
|
|
(136
|
)
|
|
2,110
|
|
|||
Income tax benefit (expense)
|
(3,324
|
)
|
|
(1
|
)
|
|
(3,325
|
)
|
|||
Net income (loss)
|
(1,078
|
)
|
|
(137
|
)
|
|
(1,215
|
)
|
|||
Total comprehensive income (loss), net of tax
|
(1,003
|
)
|
|
(137
|
)
|
|
(1,140
|
)
|
|
Year ended May 31, 2014
|
||||||||||
|
As previously reported
|
|
Adjustments
|
|
As revised
|
||||||
Net sales
|
$
|
354,455
|
|
|
$
|
(30
|
)
|
|
$
|
354,425
|
|
Cost of sales
|
174,594
|
|
|
163
|
|
|
174,757
|
|
|||
Gross profit
|
179,861
|
|
|
(193
|
)
|
|
179,668
|
|
|||
Total operating expenses
|
166,413
|
|
|
315
|
|
|
166,728
|
|
|||
Operating income
|
13,448
|
|
|
(508
|
)
|
|
12,940
|
|
|||
Total other income (expense)
|
(7,068
|
)
|
|
(132
|
)
|
|
(7,200
|
)
|
|||
Income (loss) before taxes
|
6,380
|
|
|
(640
|
)
|
|
5,740
|
|
|||
Income tax benefit (expense)
|
(3,292
|
)
|
|
218
|
|
|
(3,074
|
)
|
|||
Net income (loss)
|
3,088
|
|
|
(422
|
)
|
|
2,666
|
|
|||
Total comprehensive income (loss), net of tax
|
3,353
|
|
|
(422
|
)
|
|
2,931
|
|
|
Year ended May 31, 2014
|
||||||||||
|
As previously reported
|
|
Adjustments
|
|
As revised
|
||||||
Net cash provided by (used in) operating activities
|
$
|
25,280
|
|
|
$
|
(599
|
)
|
|
$
|
24,681
|
|
Net cash provided by (used in) investing activities
|
(17,047
|
)
|
|
599
|
|
|
(16,448
|
)
|
|||
Net cash provided by (used in) financing activities
|
(14,016
|
)
|
|
—
|
|
|
(14,016
|
)
|
|
As of May 31, 2014
|
||||||||||
|
As previously reported
|
|
Adjustments
|
|
As revised
|
||||||
Accounts receivable, net of allowances
|
$
|
62,148
|
|
|
$
|
(180
|
)
|
|
$
|
61,968
|
|
Inventories
|
61,056
|
|
|
178
|
|
|
61,234
|
|
|||
Prepaid expenses and other
|
5,975
|
|
|
(504
|
)
|
|
5,471
|
|
|||
Total current assets
|
152,228
|
|
|
(506
|
)
|
|
151,722
|
|
|||
Property, plant and equipment, net
|
67,208
|
|
|
(618
|
)
|
|
66,590
|
|
|||
Other assets
|
4,876
|
|
|
(950
|
)
|
|
3,926
|
|
|||
Goodwill
|
360,294
|
|
|
179
|
|
|
360,473
|
|
|||
Deferred income taxes, long term
|
9,767
|
|
|
636
|
|
|
10,403
|
|
|||
Total assets
|
800,150
|
|
|
(1,259
|
)
|
|
798,891
|
|
|||
Accrued liabilities
|
16,762
|
|
|
(110
|
)
|
|
16,652
|
|
|||
Current portion of contingent payments
|
16,341
|
|
|
(5,423
|
)
|
|
10,918
|
|
|||
Total current liabilities
|
72,286
|
|
|
(5,533
|
)
|
|
66,753
|
|
|||
Contingent consideration, net of current portion
|
51,080
|
|
|
5,333
|
|
|
56,413
|
|
|||
Total liabilities
|
262,256
|
|
|
(200
|
)
|
|
262,056
|
|
|||
Additional paid-in capital
|
508,263
|
|
|
91
|
|
|
508,354
|
|
|||
Retained earnings
|
32,651
|
|
|
(1,150
|
)
|
|
31,501
|
|
|||
Total stockholders' equity
|
537,894
|
|
|
(1,059
|
)
|
|
536,835
|
|
|
Year ended May 31, 2013
|
||||||||||
|
As previously reported
|
|
Adjustments
|
|
As revised
|
||||||
Net sales
|
$
|
342,026
|
|
|
$
|
(110
|
)
|
|
$
|
341,916
|
|
Cost of sales
|
173,037
|
|
|
365
|
|
|
173,402
|
|
|||
Gross profit
|
168,989
|
|
|
(475
|
)
|
|
168,514
|
|
|||
Total operating expenses
|
161,895
|
|
|
331
|
|
|
162,226
|
|
|||
Operating income
|
7,094
|
|
|
(806
|
)
|
|
6,288
|
|
|||
Total other income (expense)
|
(7,737
|
)
|
|
(138
|
)
|
|
(7,875
|
)
|
|||
Income (loss) before taxes
|
(643
|
)
|
|
(944
|
)
|
|
(1,587
|
)
|
|||
Income tax benefit (expense)
|
31
|
|
|
345
|
|
|
376
|
|
|||
Net income (loss)
|
(612
|
)
|
|
(599
|
)
|
|
(1,211
|
)
|
|||
Total comprehensive income (loss), net of tax
|
(872
|
)
|
|
(599
|
)
|
|
(1,471
|
)
|
|
Year ended May 31, 2013
|
||||||||||
|
As previously reported
|
|
Adjustments
|
|
As revised
|
||||||
Net cash provided by (used in) operating activities
|
$
|
26,883
|
|
|
$
|
(231
|
)
|
|
$
|
26,652
|
|
Net cash provided by (used in) investing activities
|
(22,238
|
)
|
|
—
|
|
|
(22,238
|
)
|
|||
Net cash provided by (used in) financing activities
|
(6,286
|
)
|
|
—
|
|
|
(6,286
|
)
|
|
As of May 31, 2013
|
||||||||||
|
As previously reported
|
|
Adjustments
|
|
As revised
|
||||||
Accounts receivable, net of allowances
|
$
|
47,791
|
|
|
$
|
(110
|
)
|
|
$
|
47,681
|
|
Inventories
|
55,062
|
|
|
17
|
|
|
55,079
|
|
|||
Prepaid expenses and other
|
7,554
|
|
|
(269
|
)
|
|
7,285
|
|
|||
Total current assets
|
141,516
|
|
|
(362
|
)
|
|
141,154
|
|
|||
Property, plant and equipment, net
|
62,650
|
|
|
(259
|
)
|
|
62,391
|
|
|||
Other assets
|
5,559
|
|
|
(651
|
)
|
|
4,908
|
|
|||
Intangible assets, net
|
214,848
|
|
|
(175
|
)
|
|
214,673
|
|
|||
Goodwill
|
355,458
|
|
|
179
|
|
|
355,637
|
|
|||
Deferred income taxes, long term
|
11,007
|
|
|
418
|
|
|
11,425
|
|
|||
Total assets
|
791,584
|
|
|
(850
|
)
|
|
790,734
|
|
|||
Accounts payable
|
24,522
|
|
|
(52
|
)
|
|
24,470
|
|
|||
Accrued liabilities
|
16,426
|
|
|
(70
|
)
|
|
16,356
|
|
|||
Total current liabilities
|
63,437
|
|
|
(122
|
)
|
|
63,315
|
|
|||
Total liabilities
|
264,754
|
|
|
(122
|
)
|
|
264,632
|
|
|||
Retained earnings
|
29,563
|
|
|
(728
|
)
|
|
28,835
|
|
|||
Total stockholders' equity
|
526,830
|
|
|
(728
|
)
|
|
526,102
|
|
|
Year ended May 31, 2012
|
||||||||||
|
As previously reported
|
|
Adjustments
|
|
As revised
|
||||||
Net sales
|
$
|
221,787
|
|
|
$
|
130
|
|
|
$
|
221,917
|
|
Cost of sales
|
95,829
|
|
|
779
|
|
|
96,608
|
|
|||
Gross profit
|
125,958
|
|
|
(649
|
)
|
|
125,309
|
|
|||
Total operating expenses
|
128,920
|
|
|
297
|
|
|
129,217
|
|
|||
Operating income
|
(2,962
|
)
|
|
(946
|
)
|
|
(3,908
|
)
|
|||
Total other income (expense)
|
(2,320
|
)
|
|
806
|
|
|
(1,514
|
)
|
|||
Income (loss) before taxes
|
(5,282
|
)
|
|
(140
|
)
|
|
(5,422
|
)
|
|||
Income tax expense (benefit)
|
188
|
|
|
51
|
|
|
239
|
|
|||
Net income (loss)
|
(5,094
|
)
|
|
(89
|
)
|
|
(5,183
|
)
|
|||
Total comprehensive income (loss), net of tax
|
(5,095
|
)
|
|
(89
|
)
|
|
(5,184
|
)
|
|
Year ended May 31, 2012
|
||||||||||
|
As previously reported
|
|
Adjustments
|
|
As revised
|
||||||
Net cash provided by (used in) operating activities
|
$
|
11,497
|
|
|
$
|
105
|
|
|
$
|
11,602
|
|
Net cash provided by (used in) investing activities
|
(176,360
|
)
|
|
126
|
|
|
(176,234
|
)
|
|||
Net cash provided by (used in) financing activities
|
142,338
|
|
|
—
|
|
|
142,338
|
|
|
As of May 31, 2012
|
||||||||||
|
As previously reported
|
|
Adjustments
|
|
As revised
|
||||||
Cash and cash equivalents
|
$
|
23,508
|
|
|
$
|
231
|
|
|
$
|
23,739
|
|
Accounts receivable, net of allowances
|
48,588
|
|
|
(1,685
|
)
|
|
46,903
|
|
|||
Prepaid expenses and other
|
9,826
|
|
|
(23
|
)
|
|
9,803
|
|
|||
Total current assets
|
159,238
|
|
|
(1,477
|
)
|
|
157,761
|
|
|||
Property, plant and equipment, net
|
55,915
|
|
|
(305
|
)
|
|
55,610
|
|
|||
Other assets
|
10,707
|
|
|
(348
|
)
|
|
10,359
|
|
|||
Intangible assets, net
|
147,266
|
|
|
97
|
|
|
147,363
|
|
|||
Goodwill
|
308,912
|
|
|
179
|
|
|
309,091
|
|
|||
Deferred income taxes, long term
|
39,198
|
|
|
73
|
|
|
39,271
|
|
|||
Total assets
|
721,769
|
|
|
(1,781
|
)
|
|
719,988
|
|
|||
Accrued liabilities
|
18,722
|
|
|
(1,652
|
)
|
|
17,070
|
|
|||
Total current liabilities
|
55,422
|
|
|
(1,652
|
)
|
|
53,770
|
|
|||
Total liabilities
|
198,249
|
|
|
(1,652
|
)
|
|
196,597
|
|
|||
Retained earnings
|
30,175
|
|
|
(129
|
)
|
|
30,046
|
|
|||
Total stockholders' equity
|
523,520
|
|
|
(129
|
)
|
|
523,391
|
|
|
Year ended May 31, 2011
|
||||||||||
|
As previously reported
|
|
Adjustments
|
|
As revised
|
||||||
Net sales
|
$
|
215,750
|
|
|
$
|
(130
|
)
|
|
$
|
215,620
|
|
Cost of sales
|
90,047
|
|
|
—
|
|
|
90,047
|
|
|||
Gross profit
|
125,703
|
|
|
(130
|
)
|
|
125,573
|
|
|||
Total operating expenses
|
113,740
|
|
|
(68
|
)
|
|
113,672
|
|
|||
Operating income
|
11,963
|
|
|
(62
|
)
|
|
11,901
|
|
|||
Total other income (expenses)
|
(1,265
|
)
|
|
—
|
|
|
(1,265
|
)
|
|||
Income (loss) before taxes
|
10,698
|
|
|
(62
|
)
|
|
10,636
|
|
|||
Income tax expense (benefit)
|
(2,581
|
)
|
|
22
|
|
|
(2,559
|
)
|
|||
Net income (loss)
|
8,117
|
|
|
(40
|
)
|
|
8,077
|
|
|||
Total comprehensive income (loss), net of tax
|
8,238
|
|
|
(40
|
)
|
|
8,198
|
|
|
As of May 31, 2011
|
||||||||||
|
As previously reported
|
|
Adjustments
|
|
As revised
|
||||||
Accounts receivable, net of allowances
|
$
|
27,141
|
|
|
$
|
(130
|
)
|
|
$
|
27,011
|
|
Total current assets
|
194,305
|
|
|
(130
|
)
|
|
194,175
|
|
|||
Deferred income taxes, long term
|
5,835
|
|
|
22
|
|
|
5,857
|
|
|||
Total assets
|
437,421
|
|
|
(108
|
)
|
|
437,313
|
|
|||
Accrued liabilities
|
13,841
|
|
|
(107
|
)
|
|
13,734
|
|
|||
Total current liabilities
|
25,507
|
|
|
(107
|
)
|
|
25,400
|
|
|||
Total liabilities
|
31,782
|
|
|
(107
|
)
|
|
31,675
|
|
|||
Additional paid-in capital
|
371,393
|
|
|
(13
|
)
|
|
371,380
|
|
|||
Retained earnings
|
35,269
|
|
|
11
|
|
|
35,280
|
|
|||
Total stockholders' equity
|
405,639
|
|
|
(2
|
)
|
|
405,637
|
|
|
SCHEDULE II -VALUATION AND QUALIFYING ACCOUNTS
|
|||||||||||||||
|
(in thousands)
|
|||||||||||||||
Column A
|
Column B
|
|
Column C
|
|
Column D
|
|
|
Column E
|
||||||||
Description
|
Balance at
Beginning
of Year
|
|
Additions -
Charged to
costs and
expenses
|
|
Deductions
|
|
|
Balance at
End of Period
|
||||||||
Year Ended May 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Allowance for deferred tax asset
|
1,134
|
|
|
208
|
|
|
(146
|
)
|
|
(b)
|
1,196
|
|
||||
Allowance for sales returns and doubtful accounts
|
485
|
|
|
4,859
|
|
|
(4,411
|
)
|
|
(a)
|
933
|
|
||||
Totals
|
$
|
1,619
|
|
|
$
|
5,067
|
|
|
$
|
(4,557
|
)
|
|
|
$
|
2,129
|
|
Year Ended May 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Allowance for deferred tax asset
|
1,196
|
|
|
—
|
|
|
(484
|
)
|
|
(b)
|
712
|
|
||||
Allowance for sales returns and doubtful accounts
|
933
|
|
|
4,134
|
|
|
(3,795
|
)
|
|
(a)
|
1,272
|
|
||||
Totals
|
$
|
2,129
|
|
|
$
|
4,134
|
|
|
$
|
(4,279
|
)
|
|
|
$
|
1,984
|
|
Year Ended May 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Allowance for deferred tax asset
|
712
|
|
|
819
|
|
|
—
|
|
|
(b)
|
1,531
|
|
||||
Allowance for sales returns and doubtful accounts
|
1,272
|
|
|
7,342
|
|
|
(6,878
|
)
|
|
(a)
|
1,736
|
|
||||
Totals
|
$
|
1,984
|
|
|
$
|
8,161
|
|
|
$
|
(6,878
|
)
|
|
|
$
|
3,267
|
|
(a)
|
Previously reserved sales returns and accounts written off as uncollectible.
|
(b)
|
Use of fully reserved capital losses and expiration of fully reserved state tax credits.
|
|
|
|
ANGIODYNAMICS, INC.
|
||
Date:
|
|
January 7, 2015
|
By:
|
|
/
S
/ H
OWARD
W. D
ONNELLY
|
|
|
|
|
|
Howard W. Donnelly,
Chairman of the Board, Director
|
Date:
|
|
January 7, 2015
|
/
S
/ H
OWARD
W. D
ONNELLY
|
|
|
|
Howard W. Donnelly,
|
|
|
|
Chairman of the Board, Director
|
|
|
|
|
Date:
|
|
January 7, 2015
|
/
S
/ J
OSEPH
M. D
E
V
IVO
|
|
|
|
Joseph M. DeVivo,
|
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
Date:
|
|
January 7, 2015
|
/
S
/ M
ARK
T. F
ROST
|
|
|
|
Mark T. Frost,
|
|
|
|
Executive Vice President—Chief Financial Officer,
Treasurer (Principal Financial and Chief Accounting Officer)
|
|
|
|
|
Date:
|
|
January 7, 2015
|
/
S
/ W
ESLEY
E. J
OHNSON
, J
R
.
|
|
|
|
Wesley E. Johnson, Jr.,
|
|
|
|
Director
|
|
|
|
|
Date:
|
|
January 7, 2015
|
/
S
/ J
EFFREY
G. G
OLD
|
|
|
|
Jeffrey G. Gold,
|
|
|
|
Director
|
|
|
|
|
Date:
|
|
January 7, 2015
|
/
S
/ D
ENNIS
S. M
ETENY
|
|
|
|
Dennis S. Meteny,
|
|
|
|
Director
|
|
|
|
|
Date:
|
|
January 7, 2015
|
/
S
/ S
TEVEN R.
L
A
P
ORTE
|
|
|
|
Steven R. LaPorte,
|
|
|
|
Director
|
|
|
|
|
Date:
|
|
January 7, 2015
|
/
S
/ K
EVIN
J. G
OULD
|
|
|
|
Kevin J. Gould,
|
|
|
|
Director
|
|
|
|
|
Date:
|
|
January 7, 2015
|
/
S
/ D
AVID
B
URGSTAHLER
|
|
|
|
David Burgstahler,
|
|
|
|
Director
|
|
|
|
|
Date:
|
|
January 7, 2015
|
/
S
/ S
RIRAM
V
ENKATARAMAN
|
|
|
|
Sriram Venkataraman,
|
|
|
|
Director
|
(b)
|
Exhibits
|
2.1
|
Master Separation and Distribution Agreement, effective as of May 2004, between E-Z-EM, Inc. and AngioDynamics, Inc. (incorporated by reference to Exhibit 10.3 of the Company’s registration statement on Form S-1/A, filed with the Commission on May 12, 2004).
|
2.2
|
Stock Purchase Agreement, dated October 12, 2006, by and between AngioDynamics, Inc., Oncobionic, Inc. and the shareholders of Oncobionic, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s quarterly report on Form 10-Q, filed with the Commission on January 11, 2007).
|
2.3
|
Agreement and Plan of Merger, dated as of November 27, 2006, by and among AngioDynamics, Inc., Royal I, LLC and RITA Medical Systems, Inc. (incorporated by reference to Annex A of the Company’s Registration Statement on Form S-4, filed with the Commission on December 8, 2006).
|
2.4
|
Amendment No. 1, dated December 7, 2006, to the Agreement and Plan of Merger, dated as of November 27, 2006, by and among AngioDynamics, Inc., Royal I, LLC and RITA Medical Systems, Inc. (incorporated by reference to Annex E of the Company’s Registration Statement on Form S-4, filed with the Commission on December 8, 2006).
|
2.5
|
Amendment No. 2, dated January 16, 2007, to the Agreement and Plan of Merger, dated as of November 27, 2006, by and among AngioDynamics, Inc., Royal I, LLC and RITA Medical Systems, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s current report on Form 8-K, filed with the Commission on January 16, 2007).
|
2.6
|
Asset Purchase Agreement, dated as of April 9, 2008, by and between Diomed Holdings, Inc. and Diomed, Inc., as sellers and AngioDynamics, Inc., as Buyer (We agree to furnish to the Commission, upon request, a copy of each exhibit to this Asset Purchase Agreement).
|
2.7
|
Sale of the Business and Assets of Diomed Limited (in administration), dated April 10, 2008, by and between AngioDynamics, Inc., Diomed Limited (in administration) and Steve Law (as administrator) (We agree to furnish to the Commission, upon request, a copy of each exhibit to this Stock Purchase Agreement).
|
2.8
|
Stock Purchase Agreement, dated as of January 30, 2012, by and among AngioDynamics, Inc., NM Holding Company, Inc. (“Navilyst”), the stockholders of Navilyst who are, or will be before the closing set forth on the signature pages thereto, solely with respect to, and as specified in, Sections 2.4 and 7.11(b) thereof, the Optionholders who execute joinder agreements thereto, and, solely with respect to, and as specified in, Section 2.6 and Article XII thereof, Avista Capital Partners GP, LLC, in its capacity as sellers’ representative (incorporated by reference to Exhibit 2.1 of the Company’s current report on Form 8-K filed with the Commission on February 3, 2012).
|
2.9
|
Stockholders Agreement, dated as of May 22, 2012, among AngioDynamics, Inc. and the stockholders set forth on the signature pages thereto (incorporated by reference to Exhibit 2.2 of the Company’s current report on Form 8-K filed with the Commission on May 25, 2012).
|
2.10
|
Stock Purchase Agreement, dated as of October 8, 2012, by and among AngioDynamics, Inc., Vortex Medical, Inc. (“Vortex”), the stockholders of Vortex set forth on the signature pages thereto, the optionholders of Vortex set forth on the signature pages thereto and CHTP Management Services, Inc., as sellers’ representative (incorporated by reference to Exhibit 2.1 of the Company’s current report on Form 8-K, filed with the Commission on October 12, 2012).
|
3.1
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s quarterly report on Form 10-Q, filed with the Commission on October 7, 2005).
|
3.2
|
Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 of the Company’s quarterly report on Form 10-Q, filed with the Commission on October 7, 2005).
|
4.1
|
Credit Agreement, dated as of September 19, 2013, by and among AngioDynamics, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Keybank National Association as co-syndication agents, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Keybank National Association as joint bookrunners and joint lead arrangers (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on September 24, 2013).
|
4.2
|
Except as set forth in Exhibit 4.4 above, the instruments defining the rights of holders of long-term debt securities of the Company and its subsidiaries have been omitted. We agree to furnish to the Commission, upon request, a copy of each instrument with respect to issuances of long term debt of the Company and its subsidiaries.
|
10.1.1
|
AngioDynamics, Inc. 1997 Stock Option Plan, as amended by the Board and Shareholders on February 27, 2004 (incorporated by reference to Exhibit 10.2 of the Company’s registration statement on Form S-1, filed on March 5, 2004).
|
10.1.2
|
AngioDynamics, Inc. 2004 Stock and Incentive Award Plan (as amended) (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on September 10, 2012).
|
10.1.3
|
AngioDynamics 2013 Total Shareholder Return Performance Unit Agreement Program (incorporated by reference to Exhibit 10.2 of the Company's current report on Form 8-K filed with the Commission on November 5, 2013).
|
10.1.4
|
AngioDynamics 2014 Total Shareholder Return Performance Unit Agreement Program.
|
10.2
|
AngioDynamics, Inc. Employee Stock Purchase Plan (as amended) (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on September 10, 2012).
|
10.3.1
|
Form of Non-Statutory Stock Option Agreement pursuant to the AngioDynamics, Inc. Stock and Incentive Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q, filed with the Commission on October 12, 2004).
|
10.4.1
|
Form of 2013 Performance Share Award Agreement pursuant to the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K, filed with the Commission on May 12, 2005).
|
10.4.2
|
Form of 2014 Performance Share Award Agreement pursuant to the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan.
|
10.5.1
|
Form of Restricted Stock Award Agreement pursuant to the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan (incorporated by reference to the Company’s current report on Form 8-K, filed with the Commission on May 12, 2005).
|
10.6
|
Rita Medical Systems, Inc. 1994 Incentive Stock Plan (incorporated by reference to Exhibit 10.2 of Rita Medical Systems registration statement on Form S-1, filed with the Commission on May 3, 2000)
|
10.7
|
Horizon Medical Products, Inc. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 of Horizon Medical Products’ registration statement on Form S-1, filed with the Commission on February 13, 1998.
|
10.8
|
Rita Medical Systems, Inc. 2000 Stock Plan (incorporated by reference to Exhibit 10.3 of Rita Medical Systems registration statement on Form S-1/A, filed with the Commission on June 14, 2000).
|
10.9
|
Rita Medical Systems, Inc. 2000 Directors’ Stock Plan, as amended on June 8, 2005 (incorporated by reference to Exhibit 99.2 of Rita Medical System’s registration statement on Form S-8, filed with the Commission on July 8, 2005).
|
10.10
|
Rita Medical Systems, Inc. 2005 Stock and Incentive Plan (incorporated by reference to Exhibit 99.1 of Rita Medical System’s registration statement on Form S-8, filed with the Commission on July 8, 2005).
|
10.11
|
Form of Indemnification Agreement of AngioDynamics, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K, filed with the Commission on May 12, 2006).
|
10.12.1
|
Form of Severance Agreement of AngioDynamics, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s current report on form 8-K, filed with the Commission on October 31, 2007).
|
10.13
|
Form of Change in Control Agreement.
|
10.14
|
Non-Statutory Stock Option Agreement, by and between AngioDynamics, Inc. and Jan Keltjens, dated January 19, 2009 (incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K, filed with the Commission on January 23, 2009).
|
10.15
|
Restricted Stock Agreement, by and between AngioDynamics, Inc. and Jan Keltjens, dated January 19, 2009 (incorporated by reference to Exhibit 10.4 of the Company’s current report on Form 8-K, filed with the Commission on January 23, 2009).
|
10.16
|
Non-Statutory Stock Option Agreement, by and between AngioDynamics, Inc. and Eamonn Hobbs, dated January 20, 2009 (incorporated by reference to Exhibit 10.7 of the Company’s current report on Form 8-K, filed with the Commission on January 23, 2009).
|
10.17
|
Employment Agreement, dated August 15, 2011, between AngioDynamics, Inc. and Joseph M. DeVivo (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K, filed with the Commission on August 16, 2011, 2011).
|
10.18
|
Change in Control Agreement, dated August 15, 2011, between AngioDynamics, Inc. and Joseph M. DeVivo (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K, filed with the Commission on August 16, 2011, 2011).
|
10.19
|
AngioDynamics, Inc. Fiscal Year 2012 Senior Executive Equity Incentive Program (incorporated by reference to Exhibit 10.30 of the Company’s annual report on Form 10-K, filed with the commission on August 12, 2011).
|
10.20
|
Separation and General Release, by and between AngioDynamics, Inc. and Jan Keltjens, dated June 13, 2011 (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K, filed with the Commission on June 14, 2011).
|
10.21
|
Retirement and Separation Agreement and General Release, dated November 19, 2012, between AngioDynamics, Inc. and D. Joseph Gersuk (incorporated by reference as Exhibit 10.1 of the Company’s current report on Form 8-K, filed with the Commission on November 21, 2012).
|
10.22
|
Change in Control Agreement, effective November 30, 2012, between AngioDynamics, Inc. and Mark T. Frost (incorporated by reference as Exhibit 10.2 of the Company’s current report on Form 8-K, filed with the Commission on November 21, 2012).
|
14
|
Code of Ethics (incorporated by reference to Exhibit 14 of the Company’s current report on Form 8-K, filed with the Commission on May 12, 2006).
|
21
|
Subsidiaries (incorporated by reference to Exhibit 21 of the Company's annual report on Form 10-K filed with the Commission on August 14, 2013).
|
23
|
Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
|
31.1
|
Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Schema Document
|
101.CAL
|
XBRL Calculation Linkbase Documents
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Labels Linkbase Documents
|
101.PRE
|
XBRL Presentation Linkbase Documents
|
1.
|
Terms used in this Agreement
:
|
a.
|
AngioDynamics
means AngioDynamics, Inc., its successors or assigns, and any of their existing and future divisions, subsidiaries, and affiliates.
|
b.
|
Confidential Information
means all trade secrets, proprietary information, know-how, and confidential information disclosed to Executive or known by Executive as a result of Executive’s employment by AngioDynamics, not generally known in the trade or industry in which AngioDynamics is engaged, about AngioDynamics’ business operations, customers, suppliers, products, processes, machines, systems, and services, including research, development, manufacturing, purchasing, finance, data processing, engineering, marketing, designs, concepts, know-how, merchandising, and selling, and corresponding information about the products, processes, machines, and services of AngioDynamics, acquired by Executive during Executive’s employment by AngioDynamics. The fact that information is not patentable or copyrightable shall not affect its status as Confidential Information.
|
c.
|
Conflicting Product
means any product, process, machine, or service of any person or organization other than AngioDynamics, whether now existing or hereafter developed: (a) which is identical to, substantially the same as, an adequate substitute for, resembles, or competes with a product, process, machine, system, or service upon or with which Executive worked during Executive’s term of employment with AngioDynamics or about which Executive acquired Confidential Information; or (b) whose use or marketability could be enhanced by application to it of Confidential Information to which Executive had access during Executive’s employment with AngioDynamics; or (c) which is (or could reasonably be anticipated to be) marketed or distributed in such a manner and in such a geographic area as to actually compete with such a product, process, machine, or service of AngioDynamics.
|
d.
|
Conflicting Organization
means any person or organization, which is now or hereafter engaged directly or indirectly in research on or the acquisition, development, production, distribution, marketing, providing, or selling of a Conflicting Product.
|
e.
|
Terms not defined herein shall have the meaning ascribed to such terms in the Severance Agreement.
|
2.
|
Non-Competition
.
|
a.
|
For a period of: twenty four (24) months after termination of Executive’s employment with AngioDynamics pursuant to the Severance Agreement, Executive will not render services, directly or indirectly, to any Conflicting Organization.
|
b.
|
The restrictions set forth in Section 2(a) apply in the United States and in any foreign country or foreign territory where AngioDynamics produces, sells, or markets its goods and services.
|
1.
|
Non-Solicitation
.
|
a.
|
Business Relations
. Executive agrees that for a period of twenty four (24) months after the termination of Executive’s employment with AngioDynamics pursuant to the Severance Agreement, Executive will not solicit, induce, attempt to induce, appropriate, direct, or assist another to appropriate or direct, or provide any services to any current customer, supplier, licensee, or other business relation (defined as any customer, supplier, licensee, or other business relation of AngioDynamics with whom Executive had dealings and/or for whom Executive performed services at any time during the last two (2) years of Executive’s employment with AngioDynamics) to cease doing business with AngioDynamics (including, without limitation, making any negative statements or communications concerning AngioDynamics or any of its directors, officers, or employees).
|
b.
|
Employees
. Executive agrees that for a period of twenty four (24) months after the termination of Executive’s employment with AngioDynamics pursuant to the Severance Agreement, Executive will not solicit, interfere with, encourage, endeavor, or engage in discussions with any employee or independent contractor of AngioDynamics for the purpose of (or with a view toward) having such employee or independent contractor leave the employment (or independent contractor assignment) of AngioDynamics for any reason, including leaving to render services to any Conflicting Organization.
|
2.
|
Miscellaneous.
|
a.
|
This Agreement shall be binding upon Executive, and upon Executive’s spouse, heirs, executors, assigns and administrators and shall inure to the benefit of AngioDynamics, its successors, and assigns.
|
b.
|
Any dispute arising under or in connection with this Agreement or related to any matter which is the subject of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in New York, and this Agreement shall be construed under and according to the laws of the State of New York, without regard to its conflict of laws rules.
|
c.
|
The parties acknowledge that any breach or threatened breach of this Agreement by Executive will cause AngioDynamics material and irreparable injury and monetary damages may not be an adequate remedy for such injury. In the event of a breach or threatened breach of this Agreement, AngioDynamics may pursue any remedies at law or equity available to it, including injunctive relief. Notwithstanding anything contained in this Agreement to the contrary, in addition to any remedies available to AngioDynamics (and not in exclusion of any such remedies) in the event of a breach of this Agreement, the Executive shall be required to remit to AngioDynamics any severance payments paid to Executive by AngioDynamics pursuant to this Agreement
|
d.
|
If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, overly broad, invalid, or otherwise unenforceable in duration, geographical coverage, substantive scope, or otherwise, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions, which shall be enforced as if the offending provision had not been included in this Agreement.
|
e.
|
Nothing herein shall obligate AngioDynamics to continue to retain Executive in AngioDynamics’ employment or limit or impair AngioDynamics’ ability to terminate Executive’s employment at will, with or without cause for any reason. Executive is an employee at will.
|
f.
|
In the event of a violation of this Agreement, the time limitations set forth in this Agreement shall be extended for a period of time equal to the period of time during which such breach occurs, and, in the event AngioDynamics is required to seek relief from such breach before any court, board, or other tribunal, then the time limitation shall be extended for a period of time equal to the pendency of such proceedings, including all appeals.
|
g.
|
For twenty four (24) months following the termination of Executive’s employment with AngioDynamics pursuant to the Severance Agreement, Executive agrees to show this Agreement to any prospective employer before Executive directly or indirectly owns, manages, operates, controls, becomes employed by, becomes a shareholder of, becomes a director of, becomes an officer of, participates in, contracts with or becomes connected in any capacity or in any manner with such person or entity during any restrictive period provided in this Agreement. Executive also agrees to inform AngioDynamics at the time Executive gives notice of separation from employment, of the identity of Executive’s new employer and Executive’s new job title and responsibilities.
|
h.
|
Executive ACKNOWLEDGES HAVING READ, EXECUTED, AND RECEIVED A COPY OF THIS AGREEMENT, UNDERSTANDS HIS/HER OBLIGATIONS UNDER THIS AGREEMENT, SIGNS IT VOLUNTARILY, INTENDS TO BE LEGALLY BOUND BY THIS AGREEMENT, AND AGREES THAT WITH RESPECT TO THE SUBJECT MATTER HEREOF IT IS EXECUTIVE’S ENTIRE AGREEMENT WITH ANGIODYNAMICS AND SUPERSEDES ANY PREVIOUS ORAL OR WRITTEN COMMUNICATIONS, REPRESENTATIONS, UNDERSTANDINGS, OR AGREEMENTS WITH ANGIODYNAMICS OR ANY OF ITS OFFICIALS OR REPRESENTATIVES.
|
I.
|
Purpose of the Program
|
I.
|
Performance Share Units
|
TSR Performance
Percentile Rank
|
Performance Share Units
as a Percent of Target
|
75th Percentile or above
|
200%
|
50th Percentile
|
100%
|
25th Percentile
|
50%
|
Below 25th Percentile
|
0%
|
IV.
|
Calculation of Total Shareholder Return and Definitions
|
V.
|
Calculation of Percentile Performance
|
P = 1 -
|
R - 1
|
N - 1
|
|
|
VI.
|
Peer Group
|
|
|
VII.
|
Payment Eligibility Criteria
|
|
|
VIII.
|
Termination, Suspension or Modification and Interpretation of the Program
|
Abaxis Inc.
|
Lakeland Industries Inc.
|
Abiomed Inc.
|
Lemaitre Vascular, Inc.
|
Accuray Inc.
|
Mako Surgical Corp.
|
AlphaTec Holdings Inc.
|
Masimo Corporation
|
Arthrocare Corporation
|
Medical Action Industries Inc.
|
Articure, Inc.
|
Merit Medical Systems, Inc.
|
Atrion Corporation
|
Mine Safety Appliances Company
|
C.R. Bard, Inc.
|
Natus Medical Incorporated
|
Becton, Dickinson & Company
|
NuVasive, Inc.
|
Boston Scientific Corporation
|
NxStage Medical, Inc.
|
Cantel Medical Corp.
|
Resmed Inc.
|
Conmed Corporation
|
Rochester Medical Corporation
|
CryoLife, Inc.
|
RTI Surgical, Inc.
|
Cutera, Inc.
|
Solta Medical, Inc.
|
Cyberonics, Inc.
|
Span-America Medical Systems, Inc.
|
Cynosure, Inc.
|
Spectranetics Corporation
|
Dexcom, Inc.
|
St. Jude Medical, Inc.
|
Digirad Corp
|
Steris Corporation
|
Edwards Lifesciences Corporation
|
Stryker Corporation
|
Endologix, Inc.
|
Symmetry Medical Inc.
|
Exactech, Inc.
|
Synergetics USA, Inc.
|
Haemonetics Corporation
|
Teleflex Incorporated
|
ICU Medical, Inc.
|
Thoratec Corporation
|
Insulet Corporation
|
Varian Medical Systems, Inc.
|
Integra Lifesciences Holdings Corporation
|
Vascular Solutions, Inc.
|
Intricon Corporation
|
Volcano Corporation
|
Intuitive Surgical, Inc.
|
Wright Medical Group, Inc.
|
Invacare Corporation
|
Zimmer Holdings, Inc.
|
I.
|
Company Performance Levels
|
TSR Performance
Percentile Rank
|
Performance Share Units
as a Percent of Target
|
75th Percentile or above
|
200%
|
50th Percentile
|
100%
|
25th Percentile
|
50%
|
Below 25th Percentile
|
0%
|
II.
|
The Peer Group (as defined in the Program) with respect to this Agreement is set forth below.
|
Abaxis Inc.
|
Lakeland Industries Inc.
|
Abiomed Inc.
|
Lemaitre Vascular, Inc.
|
Accuray Inc.
|
Mako Surgical Corp.
|
AlphaTec Holdings Inc.
|
Masimo Corporation
|
Arthrocare Corporation
|
Medical Action Industries Inc.
|
Articure, Inc.
|
Merit Medical Systems, Inc.
|
Atrion Corporation
|
Mine Safety Appliances Company
|
C.R. Bard, Inc.
|
Natus Medical Incorporated
|
Becton, Dickinson & Company
|
NuVasive, Inc.
|
Boston Scientific Corporation
|
NxStage Medical, Inc.
|
Cantel Medical Corp.
|
Resmed Inc.
|
Conmed Corporation
|
Rochester Medical Corporation
|
CryoLife, Inc.
|
RTI Surgical, Inc.
|
Cutera, Inc.
|
Solta Medical, Inc.
|
Cyberonics, Inc.
|
Span-America Medical Systems, Inc.
|
Cynosure, Inc.
|
Spectranetics Corporation
|
Dexcom, Inc.
|
St. Jude Medical, Inc.
|
Digirad Corp
|
Steris Corporation
|
Edwards Lifesciences Corporation
|
Stryker Corporation
|
Endologix, Inc.
|
Symmetry Medical Inc.
|
Exactech, Inc.
|
Synergetics USA, Inc.
|
Haemonetics Corporation
|
Teleflex Incorporated
|
ICU Medical, Inc.
|
Thoratec Corporation
|
Insulet Corporation
|
Varian Medical Systems, Inc.
|
Integra Lifesciences Holdings Corporation
|
Vascular Solutions, Inc.
|
Intricon Corporation
|
Volcano Corporation
|
Intuitive Surgical, Inc.
|
Wright Medical Group, Inc.
|
Invacare Corporation
|
Zimmer Holdings, Inc.
|
1.
|
I have reviewed this annual report on Form 10-K/A of AngioDynamics, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/ S / J
OSEPH
M. D
EVIVO
|
Joseph M. DeVivo, President,
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K/A of AngioDynamics, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/ S / MARK T. FROST
|
Mark T. Frost, Executive Vice President,
|
Chief Financial Officer
|
1.
|
the annual report on Form 10-K/A of the Company for the fiscal year ended May 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Joseph M. DeVivo
|
Joseph M. DeVivo, President,
|
Chief Executive Officer
|
1.
|
the annual report on Form 10-K/A of the Company for the fiscal year ended May 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Mark T. Frost
|
Mark T. Frost, Executive Vice President,
|
Chief Financial Officer
|