ANGIODYNAMICS INC 10-Q

Item 1. Financial Statements. AngioDynamics, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands of dollars, except per share data) Three Months Ended Nine Months Ended Feb 28, 2021 Feb 29, 2020 Feb 28, 2021 Feb 29, 2020 Net sales $ 71,182 $ 69,780 $ 214,168 $ 205,825 Cost of sales (exclusive of intangible amortization) 32,652 29,481 99,700 85,765 Gross profit 38,530 40,299 114,468 120,060 Operating expenses: Research and development 8,565 8,395 27,286 22,450 Sales and marketing 19,607 20,934 57,486 60,427 General and administrative 9,011 10,203 26,787 29,651 Amortization of intangibles 4,292 5,019 13,838 13,417 Change in fair value of contingent consideration 183 419 ( 290 ) 116 Acquisition, restructuring and other items, net 610 1,565 3,057 4,486 Total operating expenses 42,268 46,535 128,164 130,547 Operating loss ( 3,738 ) ( 6,236 ) ( 13,696 ) ( 10,487 ) Other income (expense): Interest expense, net ( 226 ) ( 166 ) ( 676 ) ( 672 ) Other income (expense), net ( 163 ) ( 131 ) 259 ( 67 ) Total other expense, net ( 389 ) ( 297 ) ( 417 ) ( 739 ) Loss before income tax benefit ( 4,127 ) ( 6,533 ) ( 14,113 ) ( 11,226 ) Income tax benefit ( 583 ) ( 824 ) ( 2,033 ) ( 1,506 ) Net loss $ ( 3,544 ) $ ( 5,709 ) $ ( 12,080 ) $ ( 9,720 ) Loss per share Basic $ ( 0.09 ) $ ( 0.15 ) $ ( 0.32 ) $ ( 0.26 ) Diluted $ ( 0.09 ) $ ( 0.15 ) $ ( 0.32 ) $ ( 0.26 ) Weighted average shares outstanding Basic 38,360 37,999 38,281 37,924 Diluted 38,360 37,999 38,281 37,924 The accompanying notes are an integral part of these consolidated financial statements. 3 Table of Contents AngioDynamics, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) (in thousands of dollars) Three Months Ended Nine Months Ended Feb 28, 2021 Feb 29, 2020 Feb 28, 2021 Feb 29, 2020 Net loss $ ( 3,544 ) $ ( 5,709 ) $ ( 12,080 ) $ ( 9,720 ) Other comprehensive income (loss), before tax: Foreign currency translation 12 8 3,287 88 Other comprehensive income, before tax 12 8 3,287 88 Income tax expense related to items of other comprehensive income (loss) — — — — Other comprehensive income, net of tax 12 8 3,287 88 Total comprehensive loss, net of tax $ ( 3,532 ) $ ( 5,701 ) $ ( 8,793 ) $ ( 9,632 ) The accompanying notes are an integral part of these consolidated financial statements. 4 Table of Contents AngioDynamics, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands of dollars, except share data) Feb 28, 2021 May 31, 2020 Assets Current assets Cash and cash equivalents $ 54,469 $ 54,435 Accounts receivable, net of allowances of $ 1,820 and $ 2,150 respectively 33,171 31,263 Inventories 49,006 59,905 Prepaid expenses and other 9,011 7,310 Total current assets 145,657 152,913 Property, plant and equipment, net 29,827 28,312 Other assets 19,443 15,338 Intangible assets, net 186,216 197,136 Goodwill 201,102 200,515 Total assets $ 582,245 $ 594,214 Liabilities and stockholders' equity Current liabilities Accounts payable $ 17,067 $ 19,096 Accrued liabilities 30,760 29,380 Current portion of contingent consideration — 836 Other current liabilities 2,429 2,133 Total current liabilities 50,256 51,445 Long-term debt, net of current portion 30,000 40,000 Deferred income taxes 22,371 24,057 Contingent consideration, net of current portion 15,362 14,811 Other long-term liabilities 9,320 9,029 Total liabilities 127,309 139,342 Commitments and contingencies (Note 14) Stockholders' equity Preferred stock, par value $ 0.01 per share, 5,000,000 shares authorized; no shares issued and outstanding — — Common stock, par value $ 0.01 per share, 75,000,000 shares authorized; 38,877,367 and 38,448,536 shares issued and 38,507,367 and 38,078,536 shares outstanding at February 28, 2021 and May 31, 2020, respectively 377 374 Additional paid-in capital 570,725 561,871 Accumulated deficit ( 112,398 ) ( 100,318 ) Treasury stock, 370,000 shares at February 28, 2021 and May 31, 2020, respectively ( 5,714 ) ( 5,714 ) Accumulated other comprehensive income (loss) 1,946 ( 1,341 ) Total Stockholders’ Equity 454,936 454,872 Total Liabilities and Stockholders' Equity $ 582,245 $ 594,214 The accompanying notes are an integral part of these consolidated financial statements. 5 Table of Contents AngioDynamics, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands of dollars) Nine Months Ended Feb 28, 2021 Feb 29, 2020 Cash flows from operating activities: Net loss $ ( 12,080 ) $ ( 9,720 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 19,392 17,550 Non-cash lease expense 1,860 1,567 Stock based compensation 6,398 5,998 Change in fair value of contingent consideration ( 290 ) 116 Deferred income taxes ( 2,187 ) ( 1,606 ) Change in accounts receivable allowances 31 186 Fixed and intangible asset impairments and disposals 190 395 Write-off of other assets — 593 Other ( 149 ) 70 Changes in operating assets and liabilities: Accounts receivable ( 1,823 ) 7,834 Inventories 11,119 ( 14,036 ) Prepaid expenses and other ( 8,821 ) ( 9,378 ) Accounts payable, accrued and other liabilities ( 1,746 ) ( 18,003 ) Net cash provided by (used in) operating activities 11,894 ( 18,434 ) Cash flows from investing activities: Additions to property, plant and equipment ( 4,567 ) ( 5,756 ) Acquisition of intangibles — ( 350 ) Cash paid for acquisitions — ( 55,760 ) Net cash used in investing activities ( 4,567 ) ( 61,866 ) Cash flows from financing activities: Proceeds from borrowings on long-term debt — 15,000 Repayment of long-term debt ( 10,000 ) ( 132,500 ) Deferred financing costs on long-term debt — ( 775 ) Payment of acquisition related contingent consideration — ( 1,208 ) Proceeds (outlays) from exercise of stock options and employee stock purchase plan 2,459 ( 706 ) Net cash used in financing activities ( 7,541 ) ( 120,189 ) Effect of exchange rate changes on cash and cash equivalents 248 8 Increase (decrease) in cash and cash equivalents 34 ( 200,481 ) Cash and cash equivalents at beginning of period 54,435 227,641 Cash and cash equivalents at end of period $ 54,469 $ 27,160 Supplemental disclosure of non-cash investing and financing activities: Accrual for capital expenditures incurred during the period $ ( 113 ) $ 214 Fair value of contingent consideration for acquisitions — 14,900 The accompanying notes are an integral part of these consolidated financial statements. 6 Table of Contents AngioDynamics, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited) (in thousands of dollars, except share data) Common Stock Additional paid in capital Accumulated deficit Accumulated other comprehensive income (loss) Treasury Stock Shares Amount Shares Amount Total Balance at May 31, 2020 38,448,536 $ 374 $ 561,871 $ ( 100,318 ) $ ( 1,341 ) ( 370,000 ) $ ( 5,714 ) $ 454,872 Net loss ( 4,268 ) ( 4,268 ) Issuance/Cancellation of restricted stock units 164,946 ( 143 ) ( 143 ) Purchases of common stock under ESPP 79,596 1 633 634 Stock-based compensation 1,864 1,864 Other comprehensive income, net of tax 2,095 2,095 Balance at August 31, 2020 38,693,078 $ 375 $ 564,225 $ ( 104,586 ) $ 754 ( 370,000 ) $ ( 5,714 ) $ 455,054 Net loss ( 4,268 ) ( 4,268 ) Issuance/Cancellation of restricted stock units 8,952 ( 10 ) ( 10 ) Stock-based compensation 2,387 2,387 Other comprehensive income, net of tax 1,180 1,180 Balance at November 30, 2020 38,702,030 $ 375 $ 566,602 $ ( 108,854 ) $ 1,934 ( 370,000 ) $ ( 5,714 ) $ 454,343 Net loss ( 3,544 ) ( 3,544 ) Exercise of stock options 81,636 1 1,353 1,354 Issuance/Cancellation of restricted stock units 9,103 ( 49 ) ( 49 ) Purchases of common stock under ESPP 84,598 1 672 673 Stock-based compensation 2,147 2,147 Other comprehensive income, net of tax 12 12 Balance at February 28, 2021 38,877,367 $ 377 $ 570,725 $ ( 112,398 ) $ 1,946 ( 370,000 ) $ ( 5,714 ) $ 454,936 7 Table of Contents Common Stock Additional paid in capital Retained earnings Accumulated other comprehensive loss Treasury Stock Shares Amount Shares Amount Total Balance at May 31, 2019 37,984,382 $ 372 $ 555,040 $ 66,469 $ ( 1,352 ) ( 370,000 ) $ ( 5,714 ) $ 614,815 Net loss ( 1,275 ) ( 1,275 ) Exercise of stock options 48,136 1 530 531 Issuance/Cancellation of restricted stock units 287,087 ( 2,459 ) ( 2,459 ) Purchases of common stock under ESPP 40,270 628 628 Stock-based compensation 1,984 1,984 Other comprehensive loss, net of tax ( 151 ) ( 151 ) Balance at August 31, 2019 38,359,875 $ 373 $ 555,723 $ 65,194 $ ( 1,503 ) ( 370,000 ) $ ( 5,714 ) $ 614,073 Net loss ( 2,736 ) ( 2,736 ) Issuance/Cancellation of restricted stock units 4,051 — Stock-based compensation 2,242 2,242 Other comprehensive income, net of tax 231 231 Balance at November 30, 2019 38,363,926 $ 373 $ 557,965 $ 62,458 $ ( 1,272 ) ( 370,000 ) $ ( 5,714 ) $ 613,810 Net loss ( 5,709 ) ( 5,709 ) Exercise of stock options 2,500 30 30 Issuance/Cancellation of restricted stock units 8,034 ( 25 ) ( 25 ) Purchases of common stock under ESPP 60,297 1 588 589 Stock-based compensation 1,772 1,772 Other comprehensive income, net of tax 8 8 Balance at February 29, 2020 38,434,757 $ 374 $ 560,330 $ 56,749 $ ( 1,264 ) ( 370,000 ) $ ( 5,714 ) $ 610,475 The accompanying notes are an integral part of these consolidated financial statements. 8 Table of Contents AngioDynamics, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Balance Sheet as of February 28, 2021, the Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Loss for the three and nine months ended February 28, 2021 and February 29, 2020, the Consolidated Statements of Stockholders’ Equity for the three months ended February 28, 2021 and February 29, 2020 and the Consolidated Statements of Cash Flows for the nine months ended February 28, 2021 and February 29, 2020 have been prepared by the Company and are unaudited. The Consolidated Balance Sheet as of May 31, 2020 was derived from audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to state fairly the financial position, changes in stockholders’ equity and comprehensive income, results of operations and cash flows as of and for the period ended February 28, 2021 (and for all periods presented) have been made. The unaudited interim consolidated financial statements for the three and nine months ended February 28, 2021 and February 29, 2020 include the accounts of AngioDynamics, Inc. and its wholly owned subsidiaries, collectively, "us", "we" or the “Company”. All intercompany balances and transactions have been eliminated. 2. ACQUISITIONS C3 Wave Tip Location Acquisition On December 17, 2019, the Company acquired the C3 Wave tip location asset from Medical Components Inc. ("MedComp") for an aggregate purchase price of $ 10.0 million with $ 5.0 million of potential future contingent consideration related to technical milestones. This acquisition filled a gap in the Vascular Access portfolio and supports the Company's strategic plan. The Company accounted for this acquisition as an asset purchase. The Company recorded the amount paid at closing as inventory of $ 0.6 million and intangible assets of a trademark of $ 0.9 million and product technology of $ 8.5 million. The intangible assets will be amortized over 15 years. The contingent consideration is comprised of technical milestones and will be accounted for when the contingency is resolved or becomes probable and reasonably estimable. Eximo Acquisition On October 2, 2019, the Company entered into a share purchase agreement to acquire Eximo Medical, Ltd., a pre-commercial stage medical device company with a proprietary 355nm B Laser Atherectomy technology. The aggregate purchase price of $ 60.7 million included an upfront payment of $ 45.8 million and contingent consideration with an estimated fair value of $ 14.9 million. This acquisition expands and complements the Company’s Vascular Interventions and Therapies product portfolio by adding the 355nm B Laser Atherectomy technology which treats Peripheral Artery Disease. The Company accounted for the Eximo acquisition under the acquisition method of accounting for business combinations. Accordingly, the cost to acquire the assets was allocated to the underlying net assets in proportion to estimates of their respective fair values. The excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill. Goodwill is non-deductible for income tax purposes. The Company has not disclosed the amount of revenue and earnings for sales of Eximo products since acquisition, nor proforma information, because these amounts are not significant to the Company's financial statements. Acquisition-related costs associated with the Eximo acquisition, which are included in "acquisition, restructuring and other items, net" in the accompanying Consolidated Statements of Operations, were approximately $ 0.6 million in fiscal year 2020. The following table summarizes the final aggregate purchase price allocated to the net assets acquired: 9 Table of Contents (in thousands) Final allocation Accounts receivable $ 50 Inventory 150 Prepaid and other current assets 54 Long-term deposits 51 Property, plant and equipment 397 Intangible assets: Product technology 60,300 Goodwill 11,427 Total assets acquired $ 72,429 Liabilities assumed Accounts payable $ 84 Other current liabilities 615 Deferred tax liabilities 11,070 Total liabilities assumed $ 11,769 Net assets acquired $ 60,660 The Company finalized the allocation of the purchase price to the assets acquired and liabilities assumed in the fourth quarter of fiscal year 2020. The value assigned to the product technology was derived using the multi-period excess earnings method under the income approach. This approach estimates the excess earnings generated over the lives of the customers that existed as of the acquisition date and discounts such earnings to present value. The product technology is deemed to have a useful life of fifteen years and will be amortized on a straight-line basis over the useful life. The goodwill arising from the acquisition consists largely of synergies and economies of scale the Company hopes to achieve from combining the acquired assets with the Company's current operations. 3. REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue Recognition Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company has one primary revenue stream which is the sales of its products. Disaggregation of Revenue The following tables summarize net product revenue by Global Business Unit ("GBU") and geography: Three Months Ended Feb 28, 2021 Three Months Ended Feb 29, 2020 (in thousands) United States International Total United States International Total Net sales Vascular Interventions & Therapies $ 29,529 $ 3,722 $ 33,251 $ 26,788 $ 3,764 $ 30,552 Vascular Access 21,009 3,804 24,813 20,018 4,624 $ 24,642 Oncology 8,116 5,002 13,118 8,083 6,503 $ 14,586 Total $ 58,654 $ 12,528 $ 71,182 $ 54,889 $ 14,891 $ 69,780 10 Table of Contents Nine Months Ended Feb 28, 2021 Nine Months Ended Feb 29, 2020 (in thousands) United States International Total United States International Total Net sales Vascular Interventions & Therapies $ 87,198 $ 9,810 $ 97,008 $ 80,065 $ 10,551 $ 90,616 Vascular Access 60,392 16,456 76,848 57,865 12,720 $ 70,585 Oncology 25,856 14,456 40,312 25,451 19,173 $ 44,624 Total $ 173,446 $ 40,722 $ 214,168 $ 163,381 $ 42,444 $ 205,825 Net Product Revenue The Company's products consist of a wide range of medical, surgical and diagnostic devices used by professional healthcare providers for vascular access, for the treatment of peripheral vascular disease and for use in oncology and surgical settings. The Company's devices are generally used in minimally invasive, image-guided procedures. Most of the Company's products are intended to be used once and then discarded, or they may be implanted for short or long term use. The Company sells its products to its distribution partners and to end users, such as interventional radiologists, interventional cardiologists, vascular surgeons, urologists, interventional and surgical oncologists and critical care nurses. Contracts and Performance Obligations The Company contracts with its customers based on customer purchase orders, which in many cases are governed by master purchasing agreements. The Company’s contracts with customers are generally for product only, and do not include other performance obligations such as services or other material rights. As part of its assessment of each contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. Transaction Price and Allocation to Performance Obligations Transaction prices of products are typically based on contracted rates. Product revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to a customer, net of any variable consideration as described below. If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products underlying each performance obligation. The Company has standard pricing for its products and determines standalone selling prices based on the price at which the performance obligation is sold separately. Revenue Recognition Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which occurs at a point in time, and may be upon shipment from the Company’s manufacturing site or delivery to the customer’s named location, based on the contractual shipping terms of a contract. In determining whether control has transferred, the Company considers if there is a present right to payment from the customer and when physical possession, legal title and risks and rewards of ownership have transferred to the customer. The Company typically invoices customers upon satisfaction of identified performance obligations. As the Company’s standard payment terms are 30 to 90 days from invoicing, the Company does not provide any significant financing to its customers. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. Variable Consideration Reserves: Revenue from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established for discounts, returns, rebates and allowances that are offered within contracts between the Company and its customers. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as a contra asset. Rebates and Allowances: The Company provides certain customers with rebates and allowances that are explicitly stated in the Company’s contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized. 11 Table of Contents The Company establishes reserves for such amounts, which is included in accrued expenses in the accompanying Consolidated Balance Sheets. These rebates and allowances result from performance-based offers that are primarily based on attaining contractually specified sales volumes and administrative fees the Company is required to pay to group purchasing organizations. Product Returns: The Company generally offers customers a limited right of return. Product returns after 30 days must be pre-approved by the Company and customers may be subject to a 20 % restocking charge. To be accepted, a returned product must be unadulterated, undamaged and have at least twelve months remaining prior to its expiration date. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company currently estimates product return liabilities using its historical product return information and considers other factors that it believes could significantly impact its expected returns, including product recalls. During the nine months ended February 28, 2021, such product returns were not material. Contract Balances with Customers A receivable is generally recognized in the period the Company ships the product. Payment terms on invoiced amounts are based on contractual terms with each customer and generally coincide with revenue recognition. Accordingly, the Company does not have any contract assets associated with the future right to invoice its customers. In some cases, if control of the product has not yet transferred to the customer or the timing of the payments made by the customer precedes the Company’s fulfillment of the performance obligation, the Company recognizes a contract liability that is included in deferred revenue in the accompanying Consolidated Balance Sheets. The following table presents changes in the Company’s receivables, contract assets and contract liabilities with customers: (in thousands) Feb 28, 2021 May 31, 2020 Receivables $ 33,171 $ 31,263 Contract assets $ — $ — Contract liabilities $ 589 $ 545 During the nine months ended February 28, 2021, the Company had additions to contract liabilities of $ 1.0 million. This was offset by $ 1.0 million in revenue that was recognized during the nine months ended February 28, 2021. Costs to Obtain or Fulfill a Customer Contract Under ASC 606, the Company recognizes an asset for incremental costs of obtaining a contract with a customer if it expects to recover those costs. The Company’s sales incentive compensation plans qualify for capitalization since these plans are directly related to sales achieved during a period of time. However, the Company has elected the practical expedient under ASC 340-40-25-4 to expense the costs as they are incurred within selling and marketing expenses since the amortization period is less than one year. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. Shipping and handling costs, associated with the distribution of finished products to customers, are recorded in costs of goods sold and are recognized when the related finished product is shipped to the customer. Amounts charged to customers for shipping are recorded in net sales. 4. INVENTORIES Inventories are stated at lower of cost and net realizable value (using the first-in, first-out method). Inventories consisted of the following: (in thousands) Feb 28, 2021 May 31, 2020 Raw materials $ 21,237 $ 23,308 Work in process 8,508 8,318 Finished goods 19,261 28,279 Inventories $ 49,006 $ 59,905 The Company periodically reviews for both obsolescence and loss of value. The Company makes assumptions about the future demand for and market value of the inventory. Based on these assumptions, the Company estimates the amount of obsolete, expiring and slow-moving inventory. The total inventory reserve at February 28, 2021 and May 31, 2020 was $ 4.0 million and $ 4.7 million, respectively. 12 Table of Contents 5. GOODWILL AND INTANGIBLE ASSETS Intangible assets other than goodwill are amortized over their estimated useful lives on either a straight-line basis or proportionately to the benefit being realized. Useful lives range from two to eighteen years . The Company periodically reviews the estimated useful lives of its intangible assets and reviews such assets or asset groups for impairment whenever events or changes in circumstances indicate that the carrying value of the assets or asset groups may not be recoverable. If an intangible asset or asset group is considered to be impaired, the amount of the impairment will equal the excess of the carrying value over the fair value of the asset. Goodwill is not amortized, but rather, is tested for impairment annually or more frequently if impairment indicators arise. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. The Company's annual testing for impairment of goodwill was completed as of December 31, 2020. The Company operates as a single operating segment with one reporting unit and consequently evaluates goodwill for impairment based on an evaluation of the fair value of the Company as a whole. The Company determines the fair value of the reporting unit based on the market valuation approach and concluded that it was not more-likely-than-not that the fair value of the Company's reporting unit was less than its carrying value. Even though the Company determined that there was no goodwill impairment as of December 31, 2020, the future occurrence of a potential indicator of impairment, such as a significant adverse change in legal, regulatory, business or economic conditions or a more-likely-than-not expectation that the reporting unit or a significant portion of the reporting unit will be sold or disposed of, would require an interim assessment for the reporting unit prior to the next required annual assessment as of December 31, 2021. There were no adjustments to goodwill for the nine months ended February 28, 2021 other than foreign currency translation adjustments. Intangible assets consisted of the following: Feb 28, 2021 (in thousands) Gross carrying value Accumulated amortization Net carrying value Product technologies $ 254,675 $ ( 99,066 ) $ 155,609 Customer relationships 60,273 ( 33,142 ) 27,131 Trademarks 10,150 ( 6,931 ) 3,219 Licenses 6,087 ( 5,830 ) 257 $ 331,185 $ ( 144,969 ) $ 186,216 May 31, 2020 (in thousands) Gross carrying value Accumulated amortization Net carrying value Product technologies $ 251,569 $ ( 88,547 ) $ 163,022 Customer relationships 60,160 ( 30,018 ) 30,142 Trademarks 10,150 ( 6,691 ) 3,459 Licenses 6,087 ( 5,574 ) 513 $ 327,966 $ ( 130,830 ) $ 197,136 Amortization expense for the three months ended February 28, 2021 and February 29, 2020 was $ 4.3 million and $ 5.0 million, respectively. Amortization expense for the nine months ended February 28, 2021 and February 29, 2020 was $ 13.8 million and $ 13.4 million, respectively. 13 Table of Contents Expected future amortization expense related to the intangible assets for each of the following fiscal years is as follows: (in thousands) Remainder of 2021 $ 4,223 2022 17,013 2023 17,453 2024 15,943 2025 16,951 2026 and thereafter 114,633 $ 186,216 6. ACCRUED LIABILITIES Accrued liabilities consisted of the following: (in thousands) Feb 28, 2021 May 31, 2020 Payroll and related expenses $ 15,159 $ 13,059 Royalties 2,052 2,392 Accrued severance 370 794 Sales and franchise taxes 576 634 Outside services 2,291 2,222 Indemnification holdback 4,625 5,000 Other 5,687 5,279 $ 30,760 $ 29,380 7. LONG-TERM DEBT On June 3, 2019 and in connection with the completion of the Fluid Management divestiture, the Company repaid all amounts outstanding under its existing Credit Agreement and entered into a new Credit Agreement with the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A. and KeyBank National Association, as co-syndication agents. The Credit Agreement provides for a $ 125.0 million secured revolving credit facility (the “Revolving Facility”), which includes an uncommitted expansion feature that allows the Company to increase the total revolving commitments and/or add new tranches of term loans in an aggregate amount not to exceed $ 75.0 million. The proceeds may be used to refinance certain existing indebtedness of the Company and its subsidiaries, to finance the working capital needs, and for general corporate purposes (including permitted acquisitions), of the Company and its subsidiaries. The Credit Agreement has a five year maturity. Interest on the facility is based, at the Company’s option, on either a base rate of LIBOR or alternate base rate, plus an applicable margin tied to the Company’s total leverage ratio and having ranges between 0.25 % and 0.75 % for base rate loans and between 1.25 % and 1.75 % for LIBOR loans. After default, the interest rate may be increased by 2.0 %. The facility also carries a commitment fee of 0.20 % to 0.25 % per annum on the unused portion. The Company's obligations under the Revolving Facility are unconditionally guaranteed, jointly and severally, by the Company's material direct and indirect domestic subsidiaries (the “Guarantors”). All obligations of the Company and the Guarantors under the Revolving Facility are secured by first priority security interests in substantially all of the assets of the Company and the Guarantors. The Credit Agreement includes customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including, among other things, two quarterly financial covenants as follows: • maximum leverage ratio of consolidated total indebtedness* to consolidated EBITDA* of not greater than 3.00 to 1.00 (during certain periods following material acquisitions the ratio shall be increased to 3.50 to 1.00). • fixed charge coverage ratio of consolidated EBITDA minus consolidated capital expenditures* to consolidated interest expense* paid or payable in cash plus scheduled principal payments in respect of indebtedness under the Credit Agreement of not less than 1.25 to 1.00. 14 Table of Contents * The definitions of consolidated total indebtedness, consolidated EBITDA, consolidated capital expenditures and consolidated interest expense are specifically defined in the credit agreement included as an exhibit to Form 8-K filed on June 6, 2019. As of February 28, 2021, there was a $ 30.0 million outstanding balance on the Revolving Facility. As of February 28, 2021 and May 31, 2020, the carrying value of long-term debt approximated its fair market value. The interest rate on the Revolving Facility at February 28, 2021 was 1.63 %. The Company was in compliance with the Credit Agreement covenants as of February 28, 2021. 8. INCOME TAXES The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year adjusted for any discrete events, which are recorded in the period that they occur. The estimated annual effective tax rate prior to discrete items was 15.6 % as of the third quarter of fiscal year 2021, as compared to 12.9 % for the same period in fiscal year 2020. In fiscal year 2021, the Company’s effective tax rate differs from the U.S. statutory rate primarily due to the impact of the valuation allowance, foreign taxes, and other non-deductible permanent items (such as non-deductible meals and entertainment, Section 162(m) excess compensation and non-deductible share-based compensation). The Company regularly assesses its ability to realize its deferred tax assets. Assessing the realization of deferred tax assets requires significant management judgment. In determining whether its deferred tax assets are more likely than not realizable, the Company evaluated all available positive and negative evidence, and weighted the evidence based on its objectivity. Based on the review of all available evidence, the Company determined that it has not yet attained a sustained level of profitability and the objectively verifiable negative evidence outweighed the positive evidence. Therefore, the Company has provided a valuation allowance on its federal and state net operating loss carryforwards, federal and state R&D credit carryforwards and other net deferred tax assets that have a limited life and are not supportable by the naked credit deferred tax liability sourced income as of February 28, 2021. The Company will continue to assess the level of the valuation allowance required. If sufficient positive evidence exists in future periods to support a release of some or all of the valuation allowance, such a release would likely have a material impact on the Company’s results of operations. 9. SHARE-BASED COMPENSATION On October 13, 2020, the Company's shareholders approved the 2020 Stock and Incentive Award Plan (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance share units, performance shares and other incentive awards to the Company's employees, directors and other service providers. As of February 28, 2021, there was a maximum of 2.4 million shares of common stock available for future grant under the 2020 Plan. Prior to the adoption of the 2020 Plan, equity awards were issued under the 2004 Stock and Incentive Award Plan (the “2004 Plan”). The adoption of the 2020 Plan did not impact the administration of equity awards issued under the 2004 Plan but following the adoption of the 2020 Plan, equity award grants are no longer made under the 2004 Plan. The Company also has an employee stock purchase plan. As of February 28, 2021, there was a maximum of 4.0 million shares of common stock available for future grant under the employee stock purchase plan. For the three months ended February 28, 2021 and February 29, 2020, share-based compensation expense was $ 2.1 million and $ 1.8 million, respectively. For the nine months ended February 28, 2021 and February 29, 2020, share-based compensation expense was $ 6.4 million and $ 6.0 million, respectively During the nine months ended February 28, 2021 and February 29, 2020, the Company granted stock options and restricted stock units under the 2004 Plan and 2020 Plan to certain employees and members of the Board of Directors. Stock option awards are valued using the Black-Scholes option-pricing model and then amortized on a straight-line basis over the requisite service period of the award. Restricted stock unit awards are valued based on the closing trading value of the Company’s common stock on the date of grant and then amortized on a straight-line basis over the requisite service period of the award. During the nine months ended February 28, 2021 and February 29, 2020, the Company granted performance share units under the 2004 Plan to certain employees. The awards may be earned by achieving relative performance levels over the requisite service period. The performance criteria are based on achieving certain performance targets and the total shareholder return (“TSR”) of the Company’s common stock relative to the TSR of the common stock of a pre-defined industry peer-group. 15 Table of Contents The fair value of these awards are based on the closing trading value of the Company’s common stock on the date of grant and use a Monte Carlo simulation model. As of February 28, 2021, there was $ 14.4 million of unrecognized compensation expense related to share-based payment arrangements. These costs are expected to be recognized over a weighted-average period of approximately four years . The Company has sufficient shares to satisfy expected share-based payment arrangements. 10. EARNINGS PER SHARE Basic earnings per share is based on the weighted average number of common shares outstanding without consideration of potential common stock. Diluted earnings per share includes the dilutive effect of potential common stock consisting of stock options, restricted stock units and performance stock units, provided that the inclusion of such securities is not anti-dilutive. In periods with a net loss, stock options and restricted stock units are not included in the computation of diluted loss per share as the impact would be anti-dilutive. The following table reconciles basic to diluted weighted-average shares outstanding: Three Months Ended Nine Months Ended (in thousands) Feb 28, 2021 Feb 29, 2020 Feb 28, 2021 Feb 29, 2020 Basic 38,360 37,999 38,281 37,924 Effect of dilutive securities — — — — Diluted 38,360 37,999 38,281 37,924 Securities excluded as their inclusion would be anti-dilutive 3,003 2,699 3,033 2,656 11. SEGMENT AND GEOGRAPHIC INFORMATION The Company considers the business to be a single operating segment engaged in the development, manufacture and sale of medical devices for vascular access, peripheral vascular disease and oncology on a global basis. The Company's chief operating decision maker, the President and Chief Executive Officer (CEO), evaluates the various global product portfolios on a net sales basis. Executives reporting to the CEO include those responsible for commercial operations, manufacturing operations, regulatory and quality and certain corporate functions. The CEO evaluates profitability, investment and cash flow metrics on a consolidated worldwide basis due to shared infrastructure and resources. The table below summarizes net sales by Global Business Unit: Three Months Ended Nine Months Ended (in thousands) Feb 28, 2021 Feb 29, 2020 Feb 28, 2021 Feb 29, 2020 Net sales Vascular Interventions & Therapies $ 33,251 $ 30,552 $ 97,008 $ 90,616 Vascular Access 24,813 24,642 76,848 70,585 Oncology 13,118 14,586 40,312 44,624 Total $ 71,182 $ 69,780 $ 214,168 $ 205,825 The table below summarizes net sales by geographic area based on external customer location: Three Months Ended Nine Months Ended (in thousands) Feb 28, 2021 Feb 29, 2020 Feb 28, 2021 Feb 29, 2020 Net sales United States $ 58,654 $ 54,889 $ 173,446 $ 163,381 International 12,528 14,891 40,722 42,444 Total $ 71,182 $ 69,780 $ 214,168 $ 205,825 16 Table of Contents 12. FAIR VALUE On a recurring basis, the Company measures certain financial assets and financial liabilities at fair value based upon quoted market prices, where available. Where quoted market prices or other observable inputs are not available, the Company applies valuation techniques to estimate fair value. FASB ASC Topic 820, Fair Value Measurements and Disclosures, establishes a three-level valuation hierarchy for disclosure of fair value measurements. The categorization of financial assets and financial liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows: • Level 1 - Inputs to the valuation methodology are quoted market prices for identical assets or liabilities. • Level 2 - Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs. • Level 3 - Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk. The Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable and contingent consideration. The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximates fair value due to the immediate or short-term maturities. The Company's recurring fair value measurements using significant unobservable inputs (Level 3) relate to contingent consideration liabilities. The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurements using inputs considered as: Fair Value at Feb 28, 2021 (in thousands) Level 1 Level 2 Level 3 Financial Liabilities Contingent consideration for acquisition earn outs $ — $ — $ 15,362 $ 15,362 Total Financial Liabilities $ — $ — $ 15,362 $ 15,362 Fair Value Measurements using inputs considered as: Fair Value at May 31, 2020 (in thousands) Level 1 Level 2 Level 3 Financial Liabilities Contingent consideration for acquisition earn outs $ — $ — $ 15,647 $ 15,647 Total Financial Liabilities $ — $ — $ 15,647 $ 15,647 There were no transfers between Level 1, 2 and 3 for the three and nine months ended February 28, 2021. The table below presents the changes in fair value components of Level 3 instruments: Three Months Ended Feb 28, 2021 (in thousands) Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance, November 30, 2020 $ 15,178 Total gains or losses (realized/unrealized): Change in present value of contingent consideration (1) 183 Currency gain from remeasurement 1 Balance, February 28, 2021 $ 15,362 17 Table of Contents Nine Months Ended Feb 28, 2021 (in thousands) Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance, May 31, 2020 $ 15,647 Total gains or losses (realized/unrealized): Change in present value of contingent consideration (1) ( 290 ) Currency gain from remeasurement 5 Balance, February 28, 2021 $ 15,362 (1) Change in the fair value of contingent consideration is included in earnings and comprised of changes in estimated earn out payments based on projections of Company performance and amortization of the present value discount. Contingent Consideration for Acquisition Earn Outs Some of the Company's business combinations involve the potential for the payment of future contingent consideration upon the achievement of certain product development milestones or various other performance conditions. Payment of the additional consideration is generally contingent on the acquired company reaching certain performance milestones, including attaining specified revenue levels or product development targets. Contingent consideration is recorded at the estimated fair value of the contingent payments on the acquisition date. The fair value of the contingent consideration is remeasured at the estimated fair value at each reporting period with the change in fair value recognized as income or expense within change in fair value of contingent consideration in the Consolidated Statements of Operations. The Company measures the initial liability and remeasures the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. The fair value is determined using a discounted cash flow model applied to projected net sales, using probabilities of achieving projected net sales and projected payment dates. Projected net sales are based on the Company's internal projections and extensive analysis of the target market and the sales potential. Increases or decreases in any valuation inputs in isolation may result in a significantly lower or higher fair value measurement in the future. The recurring Level 3 fair value measurements of the contingent consideration liabilities include the following significant unobservable inputs as of February 28, 2021: (in thousands) Fair Value Valuation Technique Unobservable Input Range Revenue based payments $ 15,362 Discounted cash flow Discount rate 5 % Probability of payment 66 % - 100 % Projected fiscal year of payment 2024 - 2025 At February 28, 2021, the range of estimated potential undiscounted future contingent consideration that the Company expects to pay as a result of all completed acquisitions is $ 20.0 million. The revenue projections milestones associated with the contingent consideration must be reached in future periods ranging from fiscal years 2021 to 2029 in order for the associated consideration to be paid. 13. LEASES The Company determines if an arrangement is a lease at inception of the contract. The Company has operating leases for buildings, primarily for office space, R&D, manufacturing and warehousing. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Many of the lease agreements contain renewal or termination clauses that are factored into the determination of the lease term if it is reasonably certain that these options would be exercised. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. 18 Table of Contents The following table presents supplemental balance sheet information related to leases: (in thousands) Balance Sheet Location Feb 28, 2021 May 31, 2020 Assets Operating lease ROU asset Other assets $ 9,945 $ 10,146 Liabilities Current operating lease liabilities Other current liabilities 2,363 2,077 Non-current operating lease liabilities Other long-term liabilities 7,940 8,345 Total lease liabilities $ 10,303 $ 10,422 The interest rate implicit in lease agreements is typically not readily determinable, and as such the Company used the incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The incremental borrowing rate is defined as the interest the Company would pay to borrow on a collateralized basis, considering factors such as length of lease term. The following table presents the weighted average remaining lease term and discount rate: Feb 28, 2021 Weighted average remaining term (in years) 4.35 Weighted average discount rate 3.8 % The maturities of the lease liabilities for each of the following fiscal years is: (in thousands) Feb 28, 2021 Remainder of 2021 $ 675 2022 2,733 2023 2,784 2024 2,206 2025 1,451 2026 and thereafter 1,318 Total lease payments $ 11,167 Less: Imputed Interest 864 Total lease obligations $ 10,303 Less: Current portion of lease obligations 2,363 Long-term lease obligations $ 7,940 During the three months ended February 28, 2021 and February 29, 2020, the Company recognized $ 0.8 million and $ 0.9 million of operating lease expense, respectively, which includes immaterial short-term leases. During the nine months ended February 28, 2021 and February 29, 2020, the Company recognized $ 2.4 million and $ 2.5 million of operating lease expense, respectively, which includes immaterial short-term leases. The expenses on the Consolidated Statement of Operations were classified as follows: Three Months Ended Nine Months Ended (in thousands) Feb 28, 2021 Feb 29, 2020 Feb 28, 2021 Feb 29, 2020 Cost of sales $ 209 $ 297 $ 602 $ 856 Research and development 197 192 682 388 Sales and marketing 111 100 304 298 General and administrative 277 336 828 927 $ 794 $ 925 $ 2,416 $ 2,469 19 Table of Contents The following table presents supplemental cash flow and other information related to leases for the nine months ended: (in thousands) Feb 28, 2021 Feb 29, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,020 $ 1,767 ROU assets obtained in exchange for lease liabilities Operating leases $ 1,585 $ 5,595 14. COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is involved in various legal proceedings, including commercial, intellectual property, product liability, and regulatory matters of a nature considered normal for its business. The Company accrues for amounts related to these matters if it is probable that a liability has been incurred, and an amount can be reasonably estimated. The Company discloses such matters when there is at least a reasonable possibility that a material loss may have been incurred. However, the Company cannot predict the outcome of any litigation or the potential for future litigation. C.R. Bard, Inc. v. AngioDynamics, Inc. On January 11, 2012, C.R. Bard, Inc. (“Bard”) filed a suit in the United States District Court of Utah claiming certain of the Company's implantable port products infringe on three U.S. patents held by Bard (US Patent Nos. 7,785,302, 7,959,615 (“615”) and 7,947,022). The case was stayed pending reexamination in the US Patent and Trademark Office ("USPTO"). Following the reexamination proceedings, and the parties’ related appeals to the Federal Circuit which resulted in further proceedings at the USPTO, certain claims of the 615 patent were held invalid, while the remaining claims of the 615 patent and the other two patents were upheld over the prior art references considered in the reexamination proceedings. Thereafter, on November 16, 2020, the court granted the Company’s motion to transfer the case from the District of Utah to the United States District Court for the District of Delaware (“District of Delaware”). The parties filed a proposed scheduling order on March 12, 2021. The Company believes these claims are without merit and intends to defend them vigorously. The Company has not recorded an expense related to the outcome of this litigation because it is not yet possible to determine if a potential loss is probable nor reasonably estimable. On March 10, 2015, Bard and Bard Peripheral Vascular filed suit in the District of Delaware claiming certain of the Company's implantable port products infringe on three U.S. patents held by Bard (US Patent Nos. 8,475,417, 8,545,460, 8,805,478). The case proceeded through trial which began on March 4, 2019. On day four of the jury trial, at the close of Bard’s case, the Court granted the Company's oral motion for judgment as a matter of law as well as its motions for summary judgment on the grounds that the asserted patents are invalid, ineligible, not infringed and not willfully infringed. On May 10, 2019, the Company filed a motion for attorney fees and non-taxable expenses under 35 USC Sec. 285, which remains stayed in the case. Bard appealed the judgment to the Federal Circuit and on November 10, 2020, the Federal Circuit reversed the judgment in part with respect to Section 101, and vacated and remanded the trial court’s invalidity and non-infringement judgments. The Company filed a combined Petition for rehearing and rehearing en banc on December 10, 2020, which was denied on January 15, 2021. The Federal Circuit issued its mandate on January 22, 2021. On March 15, 2021, the District of Delaware entered an order requiring the parties to submit status reports and denied as moot the Company’s motion for attorney’s fees and expenses. The matter remains pending. The Company maintains its belief that Bard’s claims are without merit. The Company has not recorded an expense related to the outcome of this litigation because it is not yet possible to determine if a potential loss is probable nor reasonably estimable. On March 8, 2021, Bard filed suit in the District of Delaware asserting certain of the Company’s port products (including certain related infusion sets) infringe U.S. Patent Nos. 8,025,639, 9,603,992 and 9,603,993. The Company has not yet answered, and the matter remains pending. The Company maintains its belief that Bard’s claims are without merit. The Company has not recorded an expense related to the outcome of this litigation because it is not yet possible to determine if a potential loss is probable nor reasonably estimable. AngioDynamics, Inc. v. C.R. Bard, Inc. On May 30, 2017, the Company commenced an action in the United States District Court for the Northern District of New York entitled AngioDynamics, Inc. v. C.R. Bard, Inc. and Bard Access Systems, Inc. (“Bard”). In this action, the Company alleges that Bard has illegally tied the sales of its tip location systems to the sales of its PICCs. The Company alleges that this practice violates the federal antitrust laws and has had, and continues to have, an anti-competitive effect in the market for 20 Table of Contents PICCs. The Company seeks both monetary damages and injunctive relief. Bard moved to dismiss on September 8, 2017. On August 6, 2018 the court denied Bard’s motion in its entirety. Discovery is largely complete, summary judgment, including all reply briefs, were fully briefed in October 2020, and the case will subsequently proceed to trial thereafter. Merz North America Settlement On May 16, 2019, Merz North America, Inc. (“Merz”) commenced an action in the United States District Court for the Southern District of New York entitled Merz North America, Inc. v. AngioDynamics, Inc. In this action, Merz alleged breach of contract against AngioDynamics based on a March 1, 2016 Distribution Agreement. On June 28, 2019, AngioDynamics reached a settlement with Merz. AngioDynamics made a lump-sum payment of $ 2.5 million to Merz in return for dismissal of the case with prejudice during the first quarter of fiscal year 2020. The case was subsequently dismissed. 15. ACQUISITION, RESTRUCTURING, AND OTHER ITEMS, NET Acquisition, Restructuring and Other Items Acquisition, restructuring and other items, net, consisted of: Three Months Ended Nine Months Ended (in thousands) Feb 28, 2021 Feb 29, 2020 Feb 28, 2021 Feb 29, 2020 Legal (1) $ 967 $ 637 $ 2,947 $ 1,989 Mergers and acquisitions (2) — 154 1 782 Transition service agreement (3) ( 323 ) ( 386 ) ( 1,032 ) ( 1,720 ) Divestiture (4) 8 781 393 2,241 Restructuring — — — 26 Other ( 42 ) 379 748 1,168 Total $ 610 $ 1,565 $ 3,057 $ 4,486 (1) Legal expenses related to litigation that is outside the normal course of business. (2) Mergers and acquisitions expenses related to investment banking, legal and due diligence. (3) Transition services agreement that was entered into as a result of the sale of the Fluid Management business. (4) Divestiture expenses incurred to transition manufacturing from Glens Falls, NY to Queensbury, NY. Included in the $ 2.0 million in legal for the nine months ended February 29, 2020 is a $ 0.4 million settlement received for the Biolitec bankruptcy litigation. The settlement received partially offsets legal expenses paid related to the settlement proceedings. 16. ACCUMULATED OTHER COMPREHENSIVE INCOME Changes in each component of accumulated other comprehensive income, net of tax, are as follows: Three Months Ended Feb 28, 2021 (in thousands) Foreign currency translation income Balance at November 30, 2020 $ 1,934 Other comprehensive income before reclassifications, net of tax 12 Amounts reclassified from accumulated other comprehensive loss — Net other comprehensive income $ 12 Balance at February 28, 2021 $ 1,946 21 Table of Contents Nine Months Ended Feb 28, 2021 (in thousands) Foreign currency translation income Balance at May 31, 2020 $ ( 1,341 ) Other comprehensive income before reclassifications, net of tax 3,287 Amounts reclassified from accumulated other comprehensive loss — Net other comprehensive income $ 3,287 Balance at February 28, 2021 $ 1,946 17. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The following table provides a description of recent accounting pronouncements that may have a material effect on the Company's consolidated financial statements: Recently Issued Accounting Pronouncements - Adopted Standard Description Date Adopted Effect on the Consolidated Financial Statements ASU 2018-13, Fair Value Measurement (Topic 820) This ASU removes, modifies and adds various disclosure requirements related to fair value disclosures. Disclosures related to transfers between fair value hierarchy levels will be removed and further detail around changes in unrealized gains and losses for the period and unobservable inputs used in determining level 3 fair value measurements will be added, among other changes. June 1, 2020 The Company adopted the new standard in the first quarter of fiscal year 2021 and it did not have an impact on the Company's consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments This ASU replaces the current incurred loss impairment methodology for financial assets measured at amortized cost with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information, including forecasted information, to develop credit loss estimates. June 1, 2020 The Company adopted the new standard in the first quarter of fiscal year 2021 and it did not have an impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements - Not Yet Applicable or Adopted There are no other new accounting pronouncements issued that are expected to have a material impact on our consolidated financial statements. 22 Table of Contents