What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-04-07 compared with 2022-01-07 · 109 added, 89 removed, 535 unchanged (27% of the section changed)

4 unchanged sentences

(in thousands of dollars, except per share data)

Three Months Ended Six Months Ended

Nov 30, 2021 Nov 30, 2020 Nov 30, 2021 Nov 30, 2020

Three Months Ended Nine Months Ended

Feb 28, 2022 Feb 28, 2021 Feb 28, 2022 Feb 28, 2021

Net sales $ 73,970 $ 71,182 $ 229,221 $ 214,168

28 unchanged sentences

(in thousands of dollars)

Three Months Ended Six Months Ended

Nov 30, 2021 Nov 30, 2020 Nov 30, 2021 Nov 30, 2020

Three Months Ended Nine Months Ended

Feb 28, 2022 Feb 28, 2021 Feb 28, 2022 Feb 28, 2021

Net loss $ ( 4,958 ) $ ( 3,544 ) $ ( 20,281 ) $ ( 12,080 )

Other comprehensive income, before tax:

Other comprehensive income (loss), before tax:

Foreign currency translation ( 1,036 ) 12 373 3,287

Other comprehensive income, before tax 819 1,180 1,409 3,275

Other comprehensive income (loss), before tax ( 1,036 ) 12 373 3,287

Income tax expense related to items of other comprehensive income (loss) — — — —

Other comprehensive income, net of tax 819 1,180 1,409 3,275

Other comprehensive income (loss), net of tax ( 1,036 ) 12 373 3,287

Total comprehensive loss, net of tax $ ( 5,994 ) $ ( 3,532 ) $ ( 19,908 ) $ ( 8,793 )

4 unchanged sentences

(in thousands of dollars, except share data)

Nov 30, 2021 May 31, 2021

Feb 28, 2022 May 31, 2021

Current assets

26 unchanged sentences

Common stock, par value $ 0.01 per share, 75,000,000 shares authorized;

39,455,193 and 38,920,951 shares issued and 39,085,193 and 38,550,951 shares outstanding at November 30, 2021 and May 31, 2021, respectively

39,520,101 and 38,920,951 shares issued and 39,150,101 and 38,550,951 shares outstanding at February 28, 2022 and May 31, 2021, respectively

Additional paid-in capital 583,647 573,507

Accumulated deficit ( 152,147 ) ( 131,866 )

Treasury stock, 370,000 shares at November 30, 2021 and May 31, 2021, respectively

Treasury stock, 370,000 shares at February 28, 2022 and May 31, 2021, respectively

( 5,714 ) ( 5,714 )

7 unchanged sentences

(in thousands of dollars)

Six Months Ended

Nov 30, 2021 Nov 30, 2020

Nine Months Ended

Feb 28, 2022 Feb 28, 2021

Cash flows from operating activities:

22 unchanged sentences

Proceeds from borrowings on long-term debt 5,000 —

Repayment of long-term debt — ( 10,000 )

Proceeds from exercise of stock options and employee stock purchase plan 2,354 2,459

Net cash provided by financing activities 6,388 481

Net cash provided by (used in) financing activities 7,354 ( 7,541 )

Effect of exchange rate changes on cash and cash equivalents ( 337 ) 248

30 unchanged sentences

Balance at November 30, 2021 39,455,193 $ 379 $ 580,330 $ ( 147,189 ) $ 4,562 ( 370,000 ) $ ( 5,714 ) $ 432,368

Net loss ( 4,958 ) ( 4,958 )

Exercise of stock options 5,000 77 77

Issuance/Cancellation of restricted stock units 11,304 ( 84 ) ( 84 )

Purchases of common stock under ESPP 48,604 1 972 973

Stock-based compensation 2,352 2,352

Other comprehensive loss, net of tax ( 1,036 ) ( 1,036 )

Balance at February 28, 2022 39,520,101 $ 380 $ 583,647 $ ( 152,147 ) $ 3,526 ( 370,000 ) $ ( 5,714 ) $ 429,692

Common Stock Additional

15 unchanged sentences

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 loss, 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

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Loss for the three and six months ended November 30, 2021 and 2020, the Consolidated Balance Sheet as of November 30, 2021, the Consolidated Statements of Cash Flows for the six months ended November 30, 2021 and 2020, and the Consolidated Statements of Stockholders’ Equity for the six months ended November 30, 2021 and 2020 have been prepared by the Company and are unaudited.

The Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Loss for the three and nine months ended February 28, 2022 and 2021, the Consolidated Balance Sheet as of February 28, 2022, the Consolidated Statements of Cash Flows for the nine months ended February 28, 2022 and 2021, and the Consolidated Statements of Stockholders’ Equity for the nine months ended February 28, 2022 and 2021 have been prepared by the Company and are unaudited.

The Consolidated Balance Sheet as of May 31, 2021 was derived from audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to state fairly the financial position, changes in stockholders’ equity and comprehensive income, results of operations and cash flows as of and for the period ended November 30, 2021 (and for all periods presented) have been made.

The unaudited interim consolidated financial statements for the three and six months ended November 30, 2021 and 2020 include the accounts of AngioDynamics, Inc.

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, 2022 (and for all periods presented) have been made.

The unaudited interim consolidated financial statements for the three and nine months ended February 28, 2022 and 2021 include the accounts of AngioDynamics, Inc.

and its wholly owned subsidiaries, collectively, "us", "we" or the “Company”.

19 unchanged sentences

The following table summarizes net sales by Global Business Unit ("GBU") and geography:

Three Months Ended Nov 30, 2021

Three Months Ended Nov 30, 2020

Three Months Ended Feb 28, 2022

Three Months Ended Feb 28, 2021

(in thousands) United States International Total United States International Total

3 unchanged sentences

Total $ 62,445 $ 11,525 $ 73,970 $ 58,654 $ 12,528 $ 71,182

Six Months Ended Nov 30, 2021

Six Months Ended Nov 30, 2020

Nine Months Ended Feb 28, 2022

Nine Months Ended Feb 28, 2021

(in thousands) United States International Total United States International Total

8 unchanged sentences

The following table summarizes net sales by Med Tech and Med Device:

Three Months Ended Six Months Ended

(in thousands) Nov 30, 2021 Nov 30, 2020 Nov 30, 2021 Nov 30, 2020

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2022 Feb 28, 2021 Feb 28, 2022 Feb 28, 2021

Med Tech $ 19,612 $ 15,246 $ 56,117 $ 39,581

23 unchanged sentences

The Company enters into agreements to place placement and evaluation units (“units”) at customer sites, but the Company retains title to the units.

During the duration of these agreements the customer has the right to use the unit at no upfront charge in connection with the customer’s ongoing purchase of disposables.

For the duration of these agreements the customer has the right to use the unit at no upfront charge in connection with the customer’s ongoing purchase of disposables.

These types of agreements include an embedded operating lease for the right to use the units.

15 unchanged sentences

The Company currently estimates product return liabilities using its historical product return information and considers other factors that it believes could significantly impact its expected returns, including product recalls.

During the six months ended November 30, 2021, such product returns were not material.

During the nine months ended February 28, 2022, such product returns were not material.

Contract Balances with Customers

4 unchanged sentences

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

(in thousands) Nov 30, 2021 May 31, 2021

(in thousands) Feb 28, 2022 May 31, 2021

Receivables $ 41,810 $ 35,405

1 unchanged sentence

Contract liabilities $ 416 $ 426

During the six months ended November 30, 2021, the Company had additions to contract liabilities of $ 0.8 million.

This was offset by $ 0.5 million in revenue that was recognized during the six months ended November 30, 2021.

During the nine months ended February 28, 2022, the Company had additions to contract liabilities of $ 1.6 million.

This was offset by $ 1.6 million in revenue that was recognized during the nine months ended February 28, 2022.

Costs to Obtain or Fulfill a Customer Contract

7 unchanged sentences

Inventories consisted of the following:

(in thousands) Nov 30, 2021 May 31, 2021

(in thousands) Feb 28, 2022 May 31, 2021

Raw materials $ 28,086 $ 22,925

5 unchanged sentences

Based on these assumptions, the Company estimates the amount of obsolete, expiring and slow-moving inventory.

The total inventory reserve at November 30, 2021 and May 31, 2021 was $ 4.0 million and $ 3.8 million, respectively.

The total inventory reserve at February 28, 2022 and May 31, 2021 was $ 4.1 million and $ 3.8 million, respectively.

GOODWILL AND INTANGIBLE ASSETS

5 unchanged sentences

Even though the Company determined that there was no goodwill impairment as of December 31, 2021, 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, 2022.

There were no adjustments to goodwill for the six months ended November 30, 2021 other than foreign currency translation adjustments.

There were no adjustments to goodwill for the nine months ended February 28, 2022 other than foreign currency translation adjustments.

Definite Lived Intangible Assets

17 unchanged sentences

$ 313,235 $ ( 144,258 ) $ 168,977

Amortization expense for the three months ended November 30, 2021 and 2020 was $ 4.9 million and $ 4.6 million, respectively.

Amortization expense for the six months ended November 30, 2021 and 2020 was $9.7 million and $9.5 million, respectively.

Amortization expense for the three months ended February 28, 2022 and 2021 was $ 4.9 million and $ 4.3 million, respectively.

Amortization expense for the nine months ended February 28, 2022 and 2021 was $14.6 million and $13.8 million, respectively.

Expected future amortization expense related to the intangible assets for each of the following fiscal years is as follows:

4 unchanged sentences

Accrued liabilities consisted of the following:

(in thousands) Nov 30, 2021 May 31, 2021

(in thousands) Feb 28, 2022 May 31, 2021

Payroll and related expenses $ 13,307 $ 20,408

Royalties 2,153 2,663

Accrued severance 29 548

Sales and franchise taxes 1,081 631

Outside services 1,983 4,256

Research and Development 1,730 1,223

Sales and franchise taxes 908 631

Litigation Matters — 975

8 unchanged sentences

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.

Interest on the Revolving 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 Revolving 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”).

4 unchanged sentences

* 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 November 30, 2021, there was $ 25.0 million outstanding on the Revolving Facility.

As of November 30, 2021 and May 31, 2021, the carrying value of long-term debt approximated its fair market value.

The interest rate on the Revolving Facility at November 30, 2021 was 1.34 %.

As of February 28, 2022, there was $ 25.0 million outstanding on the Revolving Facility.

As of February 28, 2022 and May 31, 2021, the carrying value of long-term debt approximated its fair market value.

The interest rate on the Revolving Facility at February 28, 2022 was 1.36 %.

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 12.3 % as of the second quarter of fiscal year 2022, as compared to 16.1 % for the same period in fiscal year 2021.

The estimated annual effective tax rate prior to discrete items was 12.7 % as of the third quarter of fiscal year 2022, as compared to 15.6 % for the same period in fiscal year 2021.

In fiscal year 2022, the Company’s effective tax rate differs from the U.S.

4 unchanged sentences

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 November 30, 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.

The Company filed for an employee retention credit under the provisions of the CARES Act resulting in a benefit of $ 4.2 million that was recorded in the third quarter of the fiscal year compared to a benefit of $ 1.9 million that was recorded in the prior year period.

The benefit has been recorded as a receivable and is included in other current assets on the balance sheet.

SHARE-BASED COMPENSATION

1 unchanged sentence

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 November 30, 2021, there was a maximum of 1.5 million shares of common stock available for future grant under the 2020 Plan.

As of February 28, 2022, there was a maximum of 1.6 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”).

1 unchanged sentence

The Company also has an employee stock purchase plan.

As of November 30, 2021, there was a maximum of 2.4 million shares of common stock available for future grant under the employee stock purchase plan.

For the three months ended November 30, 2021 and 2020, share-based compensation expense was $ 3.0 million and $ 2.4 million, respectively.

For the six months ended November 30, 2021 and 2020, share-based compensation expense was $ 5.4 million and $ 4.3 million, respectively.

During the six months ended November 30, 2021 and 2020, the Company granted stock options and restricted stock units under the 2020 and 2004 Plan to certain employees and members of the Board of Directors.

As of February 28, 2022, there was a maximum of 2.3 million shares of common stock available for future grant under the employee stock purchase plan.

For the three months ended February 28, 2022 and 2021, share-based compensation expense was $ 2.4 million and $ 2.1 million, respectively.

For the nine months ended February 28, 2022 and 2021, share-based compensation expense was $ 7.8 million and $ 6.4 million, respectively.

During the nine months ended February 28, 2022 and 2021, the Company granted stock options and restricted stock units under the 2020 and 2004 Plan to certain employees and members of the Board of Directors.

Stock option awards are valued using the Black-Scholes option-pricing model and then amortized on a straight-line basis over the requisite service period of the award.

Restricted stock unit awards are valued based on the closing trading value of the Company’s 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 six months ended November 30, 2021 and 2020, the Company granted performance share units under the 2020 and 2004 Plan to certain employees.

During the nine months ended February 28, 2022 and 2021, the Company granted performance share units under the 2020 and 2004 Plan to certain employees.

The awards may be earned by achieving performance levels over the requisite service period.

1 unchanged sentence

The fair value of these awards is based on a Monte Carlo simulation model.

As of November 30, 2021, there was $ 22.1 million of unrecognized compensation expense related to share-based payment arrangements.

As of February 28, 2022, there was $ 19.1 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 three years .

5 unchanged sentences

The following table reconciles basic to diluted weighted-average shares outstanding:

Three Months Ended Six Months Ended

(in thousands) Nov 30, 2021 Nov 30, 2020 Nov 30, 2021 Nov 30, 2020

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2022 Feb 28, 2021 Feb 28, 2022 Feb 28, 2021

Basic 39,092 38,360 38,959 38,281

4 unchanged sentences

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 utilizing various breakouts of the data including Global Business Unit, Med Tech versus Med Device and

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 utilizing various breakouts of the data including Global Business Unit, Med Tech versus Med Device and geography.

Executives reporting to the CEO include those responsible for commercial operations, manufacturing operations, regulatory and quality and certain corporate functions.

1 unchanged sentence

The table below summarizes net sales by Global Business Unit:

Three Months Ended Six Months Ended

(in thousands) Nov 30, 2021 Nov 30, 2020 Nov 30, 2021 Nov 30, 2020

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2022 Feb 28, 2021 Feb 28, 2022 Feb 28, 2021

Endovascular Therapies $ 38,083 $ 33,251 $ 115,799 $ 97,008

3 unchanged sentences

The table below summarizes net sales by Med Tech and Med Device:

Three Months Ended Six Months Ended

(in thousands) Nov 30, 2021 Nov 30, 2020 Nov 30, 2021 Nov 30, 2020

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2022 Feb 28, 2021 Feb 28, 2022 Feb 28, 2021

Med Tech $ 19,612 $ 15,246 $ 56,117 $ 39,581

2 unchanged sentences

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

Three Months Ended Six Months Ended

(in thousands) Nov 30, 2021 Nov 30, 2020 Nov 30, 2021 Nov 30, 2020

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2022 Feb 28, 2021 Feb 28, 2022 Feb 28, 2021

United States $ 62,445 $ 58,654 $ 192,259 $ 173,446

14 unchanged sentences

Fair Value Measurements using inputs considered as:

Fair Value at Nov 30, 2021

Fair Value at Feb 28, 2022

(in thousands) Level 1 Level 2 Level 3

8 unchanged sentences

Total Financial Liabilities $ — $ — $ 15,741 $ 15,741

There were no transfers between Level 1, 2 and 3 for the three and six months ended November 30, 2021 and 2020.

There were no transfers between Level 1, 2 and 3 for the three and nine months ended February 28, 2022 and 2021.

The table below presents the changes in fair value components of Level 3 instruments:

Three Months Ended Nov 30, 2021

Three Months Ended Feb 28, 2022

(in thousands) Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Balance, August 31, 2021 $ 15,936

Balance, November 30, 2021 $ 16,540

Total gains or losses (realized/unrealized):

Change in present value of contingent consideration (1)

Currency gain from remeasurement ( 5 )

Balance, November 30, 2021

Six Months Ended Nov 30, 2021

Balance, February 28, 2022

Nine Months Ended Feb 28, 2022

(in thousands) Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

3 unchanged sentences

Currency gain from remeasurement ( 5 )

Balance, November 30, 2021

Balance, February 28, 2022

(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.

7 unchanged sentences

Increases or decreases in any valuation inputs in isolation may result in a significantly lower or higher fair value measurement in the future.

The recurring Level 3 fair value measurements of the contingent consideration liabilities include the following significant unobservable inputs as of November 30, 2021:

The recurring Level 3 fair value measurements of the contingent consideration liabilities include the following significant unobservable inputs as of February 28, 2022:

(in thousands) Fair Value Valuation Technique Unobservable Input Range

2 unchanged sentences

Projected fiscal year of payment 2023 - 2025

At November 30, 2021, the amount of undiscounted future contingent consideration that the Company expects to pay as a result of all completed acquisitions is approximately $ 20.0 million.

At February 28, 2022, the amount of undiscounted future contingent consideration that the Company expects to pay as a result of all completed acquisitions is approximately $ 20.0 million.

The milestones, including revenue projections and technical milestones associated with the contingent consideration must be reached in future periods ranging from fiscal years 2022 to 2029 in order for the associated consideration to be paid.

5 unchanged sentences

The following table presents supplemental balance sheet information related to leases:

(in thousands) Balance Sheet Location Nov 30, 2021 May 31, 2021

(in thousands) Balance Sheet Location Feb 28, 2022 May 31, 2021

Operating lease ROU asset Other assets $ 7,594 $ 9,382

8 unchanged sentences

The maturities of the lease liabilities for each of the following fiscal years is:

(in thousands) Nov 30, 2021

(in thousands) Feb 28, 2022

Remainder of 2022 $ 687

5 unchanged sentences

Long-term lease obligations $ 5,378

During the three months ended November 30, 2021 and 2020, the Company recognized $ 0.7 million and $ 0.7 million of operating lease expense, respectively, which includes immaterial short-term leases.

During the six months ended November 30, 2021 and 2020, the Company recognized $ 1.4 million and $ 1.6 million of operating lease expense, respectively, which includes immaterial short-term leases.

During the three months ended February 28, 2022 and 2021, the Company recognized $ 0.7 million and $ 0.8 million of operating lease expense, respectively, which includes immaterial short-term leases.

During the nine months ended February 28, 2022 and 2021, the Company recognized $ 2.1 million and $ 2.4 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 Six Months Ended

(in thousands) Nov 30, 2021

Nov 30, 2020 Nov 30, 2021

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2022

Feb 28, 2021 Feb 28, 2022

Cost of sales $ 218 $ 209 $ 656 $ 602

3 unchanged sentences

$ 684 $ 794 $ 2,114 $ 2,416

The following table presents supplemental cash flow and other information related to leases for the six months ended:

(in thousands) Nov 30, 2021 Nov 30, 2020

The following table presents supplemental cash flow and other information related to leases for the nine months ended:

(in thousands) Feb 28, 2022 Feb 28, 2021

Cash paid for amounts included in the measurement of lease liabilities

17 unchanged sentences

A scheduling order was entered on March 23, 2021.

On July 22, 2021, in

another case against a different defendant the District of Utah invalidated multiple claims of the ‘302, ‘022, and ‘615 Patents under 35 USC §101, including claims asserted against the Company.

On July 22, 2021, in another case against a different defendant the District of Utah invalidated multiple claims of the ‘302, ‘022, and ‘615 Patents

under 35 USC §101, including claims asserted against the Company.

Following the Utah court’s decision, the Company filed a Motion for Judgment on the Pleadings based on collateral estoppel on August 9, 2021.

28 unchanged sentences

Bard submitted its brief on August 12, 2021, and the Company submitted its reply on September 2, 2021.

On December 21, 2021, the District of Delaware stayed the case pending the Federal Circuit's resolution of Bard's appeal of the Utah decision invalidating multiple claims the ‘302, ‘022, and ‘615 patents under 35 USC §101.

The Company maintains its belief that Bard’s claims of the related are without merit.

On December 21, 2021, the District of Delaware stayed the case pending the Federal Circuit's resolution of Bard's appeal of the Utah decision invalidating multiple claims of the ‘302, ‘022, and ‘615 patents under 35 USC §101.

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.

13 unchanged sentences

Acquisition, restructuring and other items, net, consisted of:

Three Months Ended Six Months Ended

(in thousands) Nov 30, 2021 Nov 30, 2020 Nov 30, 2021 Nov 30, 2020

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2022 Feb 28, 2021 Feb 28, 2022 Feb 28, 2021

$ 1,681 $ 967 $ 5,837 $ 2,947

13 unchanged sentences

Changes in each component of accumulated other comprehensive income, net of tax, are as follows:

Three Months Ended Nov 30, 2021

Three Months Ended Feb 28, 2022

(in thousands) Foreign currency translation income

Balance at August 31, 2021 $ 3,743

Other comprehensive income, net of tax 819

Net other comprehensive income $ 819

Balance at November 30, 2021 $ 4,562

Six Months Ended Nov 30, 2021

Other comprehensive loss, net of tax ( 1,036 )

Net other comprehensive loss $ ( 1,036 )

Balance at February 28, 2022

Nine Months Ended Feb 28, 2022

(in thousands) Foreign currency translation income

2 unchanged sentences

Net other comprehensive income $ 373

Balance at November 30, 2021

Balance at February 28, 2022

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

3 unchanged sentences

Standard Description Effective Date Effect on the Consolidated Financial Statements

ASU 2021-10, Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance This ASU increases the transparency of government assistance to include the disclosure of (1) the types of assistance, (2) an entity's accounting for the assistance, and (3) the effect of the assistance on an entity's financial statements.

June 1, 2022 The Company plans to adopt the new standard in the first quarter of fiscal year 2023 and does not expect there to be a material impact to the consolidated financial statements.

ASU 2021-08, Business Combinations (Topic 805):

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements