What changed in this filing

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Item 9A. Controls and Procedures

2022-07-22 compared with 2021-07-27 · 154 added, 269 removed, 1115 unchanged (28% of the section changed)

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Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting for the fiscal quarter ended May 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no change in our internal control over financial reporting for the fiscal year ended May 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Other Information.

Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Certain information required by Part III is omitted from this Annual Report on Form 10-K because we will file a definitive proxy statement within 120 days after the end of our fiscal year end pursuant to Regulation 14A (the “Proxy Statement”) for our Annual Meeting of Stockholders, currently scheduled for October 2022.

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Executive Compensation.

The information required by Item 11 is incorporated herein by reference to our Proxy Statement under the heading “Executive Compensation”.

The information required by this caption is incorporated herein by reference to our Proxy Statement under the heading “Executive Compensation”.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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The following consolidated financial statements and supplementary data of Registrant and its subsidiaries required by Part II, Item 8, are included in Part IV of this report:

Report of Independent Registered Public Accounting Firms

Report of Independent Registered Public Accounting Firm (PCAOB I D 34 )

Consolidated Statements of Operations—Year ended May 31, 2022, 2021 and 2020

Consolidated statements of comprehensive income (loss) - Year ended May 31, 202 1 , 20 20 and 20 19

Consolidated Statements of Comprehensive Loss - Year ended May 31, 2022, 2021 and 2020

Consolidated Balance Sheets—May 31, 2022 and May 31, 2021

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Our audit procedures related to the reserve for excess quantities and obsolete inventory including management’s estimate of expected demand, included the following, among others:

• We tested the effectiveness of controls over inventory, including those over the estimation of reserves for excess quantities and obsolescence.

• We tested the design and effectiveness of controls over inventory, including those over the estimation of reserves for excess quantities and obsolescence.

• We evaluated the reasonableness of the Company's excess and obsolete inventory policy, considering historical experience and the underlying assumptions.

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Total other expenses, net ( 1,478 ) ( 769 ) ( 1,037 )

Loss from continuing operations before income tax benefit ( 36,052 ) ( 168,135 ) ( 14,702 )

Loss before income tax benefit ( 29,949 ) ( 36,052 ) ( 168,135 )

Income tax benefit ( 3,402 ) ( 4,504 ) ( 1,348 )

Net loss from continuing operations ( 31,548 ) ( 166,787 ) ( 11,146 )

Income from discontinued operations, net of income tax — — 72,486

Net income (loss) $ ( 31,548 ) $ ( 166,787 ) $ 61,340

Loss per share - continuing operations

Basic $ ( 0.82 ) $ ( 4.39 ) $ ( 0.30 )

Diluted $ ( 0.82 ) $ ( 4.39 ) $ ( 0.30 )

Income per share - discontinued operations

Basic $ — $ — $ 1.93

Diluted $ — $ — $ 1.93

Income (loss) per share

Net loss $ ( 26,547 ) $ ( 31,548 ) $ ( 166,787 )

Loss per share

Basic $ ( 0.68 ) $ ( 0.82 ) $ ( 4.39 )

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and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

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2022 2021 2020

Net income (loss) $ ( 31,548 ) $ ( 166,787 ) $ 61,340

Net loss $ ( 26,547 ) $ ( 31,548 ) $ ( 166,787 )

Other comprehensive income (loss), before tax:

Unrealized gain on marketable securities — — 33

Reclassification adjustment for gains included in net income — — ( 116 )

Foreign currency translation gain (loss) ( 1,796 ) 4,494 11

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Other comprehensive income (loss), net of tax ( 1,796 ) 4,494 11

Total comprehensive income (loss), net of tax $ ( 27,054 ) $ ( 166,776 ) $ 60,940

Total comprehensive loss, net of tax $ ( 28,343 ) $ ( 27,054 ) $ ( 166,776 )

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

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Balance at May 31, 2019 37,984,382 $ 372 $ 555,040 $ 66,469 $ ( 1,352 ) ( 370,000 ) $ ( 5,714 ) $ 614,815

Net income 61,340 61,340

Net loss ( 166,787 ) ( 166,787 )

Exercise of stock options 50,636 1 560 561

Issuance/cancellation of restricted stock units 312,951 ( 2,537 ) ( 2,537 )

Issuance of performance share units 5,235 —

Purchase of common stock under Employee Stock Purchase Plan 100,567 1 1,216 1,217

Stock-based compensation 7,592 7,592

Other comprehensive loss, net of tax ( 400 ) ( 400 )

Other comprehensive income, net of tax 11 11

Balance at May 31, 2020 38,448,536 $ 374 $ 561,871 $ ( 100,318 ) $ ( 1,341 ) ( 370,000 ) $ ( 5,714 ) $ 454,872

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Issuance/cancellation of restricted stock units 299,544 ( 1,900 ) ( 1,900 )

Issuance/cancellation of performance share units 59,371 —

Purchase of common stock under Employee Stock Purchase Plan 98,586 2 1,874 1,876

Stock-based compensation 10,692 10,692

Other comprehensive income, net of tax 4,494 4,494

Other comprehensive loss, net of tax ( 1,796 ) ( 1,796 )

Balance at May 31, 2022 39,541,173 $ 380 $ 586,879 $ ( 158,413 ) $ 1,357 ( 370,000 ) $ ( 5,714 ) $ 424,489

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Cash flows from operating activities:

Net income (loss) $ ( 31,548 ) $ ( 166,787 ) $ 61,340

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net loss $ ( 26,547 ) $ ( 31,548 ) $ ( 166,787 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation and amortization 29,349 25,916 23,805

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Stock based compensation 10,692 8,625 7,592

Gain on disposition — — ( 46,592 )

Transaction costs for disposition — — ( 4,030 )

Change in fair value of contingent consideration 1,212 89 ( 11,531 )

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Accounts payable, accrued and other liabilities 3,912 4,876 ( 15,467 )

Net cash provided by (used in) operating activities 24,093 ( 14,554 ) 37,440

Net cash (used in) provided by operating activities ( 7,194 ) 24,093 ( 14,554 )

Cash flows from investing activities:

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Additions to placement and evaluation units ( 11,410 ) ( 8,524 ) —

Proceeds from disposition of discontinued operations — — 169,242

Cash paid for acquisitions ( 3,600 ) — ( 55,760 )

Acquisition of intangibles — — ( 350 )

Proceeds from sale of marketable securities — — 1,350

Net cash provided by (used in) investing activities ( 13,711 ) ( 63,345 ) 82,554

Net cash used in investing activities ( 19,307 ) ( 13,711 ) ( 63,345 )

Cash flows from financing activities:

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Effect of exchange rate changes on cash and cash equivalents ( 518 ) 330 ( 65 )

(Decrease) increase in cash and cash equivalents ( 6,274 ) ( 173,206 ) 153,545

Decrease in cash and cash equivalents ( 19,336 ) ( 6,274 ) ( 173,206 )

Cash and cash equivalents at beginning of year 48,161 54,435 227,641

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Fair value of contingent consideration for acquisitions — — 14,900

Fair value of acquisition consideration included in accrued expenses — — 4,650

Cash paid during the year for:

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The consolidated financial statements include the accounts of AngioDynamics, Inc.

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

The Company designs, manufactures and sells 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 in oncology and surgical settings.

The devices are generally used in minimally invasive, image-guided procedures.

Most of the Company's products are intended to be used once and then discarded, or they may be temporarily implanted for short- or long-term use.

On May 31, 2019, the Company completed the sale of the Fluid Management business and all of the assets used primarily in connection with the Fluid Management business (Note 3).

As the disposal of this business represents a strategic shift with a major effect on the Company's operations, for all periods presented in the Consolidated Statements of Operations and Comprehensive Income, all sales, costs, expenses, gains and income taxes attributable to Fluid Management have been reported under the captions, “Income from Discontinued Operations, Net of Income Tax.” Cash flows used in or provided by Fluid Management have been reported in the Consolidated Statements of Cash Flows under operating and investing activities.

and its wholly owned subsidiaries, (collectively, the "Company", "we", "our", or "us").

The Company is a leading and transformative medical technology company focused on restoring healthy blood flow in the body's vascular system, expanding cancer treatment options and improving the quality of life for patients.

Accounting Principles

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The Company continuously monitors aging reports, collections and payments from customers, and a provision for estimated credit losses is maintained based upon historical experience and any specific customer collection issues that have been identified.

While such credit losses have historically been within expectations

and the provisions established, the Company cannot guarantee that the same credit loss rates will be experienced in the future.

While such credit losses have historically been within expectations and the provisions established, the Company cannot guarantee that the same credit loss rates will be experienced in the future.

The Company writes off accounts receivable when they are determined to be uncollectible.

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The standard cost of finished goods and work-in-process inventory is composed of material, labor and manufacturing overhead, which approximates actual cost.

In addition to stating inventory at the lower of cost or net realizable value, we also evaluate inventory each reporting period for excess quantities and obsolescence, establishing reserves when necessary based upon historical experience, assessment of economic conditions and expected demand.

Once recorded, these reserves are considered permanent adjustments to the carrying value of inventory An increase to inventory reserves results in a corresponding increase in cost of revenue.

Once recorded, these reserves are considered permanent adjustments to the carrying value of inventory.

An increase to inventory reserves results in a corresponding increase in cost of revenue.

Inventories are written off against the reserve when they are physically disposed.

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Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

Placement and evaluation units represent capital equipment placed at customer locations under placement or evaluation agreements for which depreciation expense is included in cost of sales on the Consolidation Statements of Operations.

Refer below for useful lives by category:

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Goodwill and Intangible Assets

Intangible assets other than goodwill, indefinite lived intangible assets and in process research and development ("IP R&D") are amortized over their estimated useful lives, which range between two to eighteen years , on either a straight-line basis over the expected period of benefit or as revenue is earned from the sales of the related product.

Intangible assets other than goodwill, indefinite lived intangible assets and in process research and development ("IP R&D") are amortized over their estimated useful lives, which range between two to eighteen years , on a straight-line basis over the expected period of benefit.

The Company periodically reviews the estimated useful lives of 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 may not be recoverable.

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Goodwill and other intangible assets that have indefinite useful lives are not amortized, but rather, are tested for impairment annually or more frequently if impairment indicators arise.

The Company has historically performed its annual goodwill assessment during the third quarter of each year (as of December 31).

During the fourth quarter of fiscal year 2022, the Company decided to change the date of its annual impairment assessment from December 31 to April 30.

The change was made to more closely align the impairment assessment date with the Company's long term planning and forecasting process.

See Note 8, "Goodwill and Intangible Assets" accompanying the consolidated financial statements.

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.

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The Company periodically evaluates deferred tax assets, capital loss carryforwards and tax credit carryforwards to determine their recoverability based primarily on the Company's ability to generate future taxable income and capital gains.

Where it is more-likely-than-not these will not be recovered, the Company estimates a valuation allowance and records a corresponding additional tax expense in the consolidated statement of operations.

Where it is more-likely-than-not these will not be recovered, the Company estimates a valuation allowance and records a corresponding additional tax expense in the Consolidated Statements of Operations.

The Company recognizes and measures uncertain tax positions taken or expected to be taken in a tax return utilizing a two-step approach.

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The Company accumulates translation adjustments in accumulated other comprehensive loss, a component of stockholders’ equity.

Transaction gains or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other expense in the statements of operations as incurred.

Transaction gains or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in Other income (expense), net in the Consolidated Statements of Operations as incurred.

Derivative Financial Instruments

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Generally, the changes in the fair value of derivatives accounted for as fair value hedges are recorded in income along with the portions of the changes in the fair value of hedged items that relate to the hedged risks.

Changes in the fair value of derivatives accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in accumulated other comprehensive income (loss).

Changes in the fair value of derivatives accounted for as cash flow hedges, to the

extent they are effective as hedges, are recorded in accumulated other comprehensive income (loss).

There were no derivative instruments held by the Company as of May 31, 2022 and 2021.

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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.

There are no recently issued accounting pronouncements that have been adopted.

Recently Issued Accounting Pronouncements - Not Yet Applicable or Adopted

There are no new accounting pronouncements issued that are expected to have a material impact on our consolidated financial statements.

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):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

This ASU improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer.

June 1, 2023 The Company plans to adopt the new standard in the first quarter of fiscal year 2024 and does not expect there to be a material impact to the consolidated financial statements.

Camaro Support Catheter Asset Acquisition

On July 27, 2021, the Company acquired the Camaro support catheter (rebranded as Syntrax) from QX Medical, LLC for an aggregate purchase price of $ 4.0 million, which included an upfront payment of $ 3.6 million and $ 0.4 million in purchase price holdbacks, along with $ 1.0 million of potential future contingent consideration related to revenue milestones.

This acquisition supports the Auryon product family and 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 and fixed assets of $ 0.1 million and an intangible asset product technology of $ 3.9 million.

The intangible asset will be amortized over 15 years.

The contingent consideration is comprised of revenue milestones and will be accounted for when the contingency is resolved or becomes probable and reasonably estimable.

C3 Wave Tip Location Acquisition

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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 laser atherectomy technology.

On October 2, 2019, the Company entered into a share purchase agreement to acquire Eximo Medical, Ltd.

("Eximo"), a pre-commercial stage medical device company with a proprietary 355nm 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.

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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.

RadiaDyne Acquisition

On September 21, 2018, the Company acquired RadiaDyne, a privately held medical diagnostic and device company that designs and develops patient dose monitoring technology to improve cancer treatment outcomes.

The aggregate purchase price of $ 75.0 million included an upfront payment of $ 47.9 million, contingent consideration with an estimated fair value of $ 22.3 million, an indemnification holdback of $ 4.6 million and a purchase price holdback of $ 0.2 million.

The fair value of contingent consideration of $ 22.3 million was comprised of $ 16.5 million for the revenue milestones and $ 5.8 million for the technical milestones.

The indemnification holdback was recorded in accrued liabilities at May 31, 2020 and was released during fiscal year 2021.

This acquisition expanded the Company’s growing Oncology business by adding RadiaDyne’s oncology solutions, including the IsoLoc/ImmobiLoc and Alatus balloon stabilizing technologies.

The Company accounted for the RadiaDyne acquisition under the acquisition method of accounting for business combinations.

Accordingly, the cost to acquire the assets was allocated to the underlying net assets in proportion to estimates of their respective fair values.

The excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill.

Goodwill is deductible for income tax purposes.

The Company has not disclosed the amount of revenue and earnings for sales of RadiaDyne products since acquisition, nor proforma information, because these amounts are not significant to the Company's financial statements.

Acquisition-related costs associated with the RadiaDyne acquisition, which are included in "acquisition, restructuring and other items, net" in the accompanying Consolidated Statements of Operations, were approximately $ 1.6 million in fiscal year 2019.

The following table summarizes the final aggregate purchase price allocated to the net assets acquired:

(in thousands) Final allocation

Accounts receivable $ 900

Inventory 732

Prepaid and other current assets 98

Property, plant and equipment 133

Intangible assets:

RadiaDyne trademark 400

OARtrac trademark 200

RadiaDyne legacy product technology 1,500

OARtrac product technology 18,900

RadiaDyne customer relationships 4,600

Goodwill 47,982

Total assets acquired $ 75,445

Liabilities assumed

Accounts payable $ 352

Accrued expenses 106

Total liabilities assumed $ 458

Net assets acquired $ 74,987

The Company finalized the allocation of the purchase price to the assets acquired and liabilities assumed in the fourth quarter of fiscal year 2019.

The values assigned to the RadiaDyne and OARtrac trademark and product technologies were derived using the relief-from-royalties method under the income approach.

This approach is used to estimate the cost savings that accrue for the owner of an intangible asset who would otherwise have to pay royalties or licensing fees on revenues earned through the use of the asset if they had not owned the rights to use the assets.

The net after-tax royalty savings are calculated for each year in the remaining economic life of the intangible asset and discounted to present value.

The trademarks were deemed to have a useful life of five to seven years and the product technologies were deemed to have a useful life of seven to ten years .

Both are amortized on a straight-line basis over their useful life.

The value assigned to customer relationships was derived using the multi-period excess earnings method under the income approach.

This approach estimates the excess earnings generated over the lives of the customers that existed as of the acquisition date and discounts such earnings to present value.

Customer relationships are amortized on a straight-line basis over fifteen years .

The goodwill arising from the acquisition consists largely of synergies and economies of scale the Company hopes to achieve from combining the acquired assets with the Company's current operations.

During the fourth quarter of fiscal year 2021, the Company made the decision to abandon the OARtrac product technology and trademark.

This resulted in an impairment charge of $ 14.0 million.

The impairment charge is recorded in "Acquisition, restructuring and other items, net", on the Consolidated Statement of Operations (see Note 19).

At May 31, 2021, the fair value of the contingent liability for RadiaDyne is zero (see Note 5).

BioSentry Acquisition

On August 14, 2018, the Company acquired the BioSentry product from Surgical Specialties, LLC (“SSC”), for an aggregate purchase price of $ 39.8 million of which $ 37.0 million was paid on August 14, 2018 and $ 2.8 million was recorded as contingent consideration.

The contingent consideration liability was recorded at fair value and was paid in the fourth quarter of fiscal year 2019 upon fulfillment of hydrogel orders by SSC.

The Company accounted for the BioSentry acquisition under the acquisition method of accounting for business combinations.

Accordingly, the cost to acquire the assets was allocated to the underlying net assets in proportion to estimates of their respective fair values.

The excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill.

Goodwill is deductible for income tax purposes.

The Company has not disclosed the amount of revenue and earnings for sales of BioSentry products since acquisition, nor proforma information, because these amounts are not significant to the Company's financial statements.

Acquisition-related costs associated with the BioSentry acquisition, which are included in acquisition, restructuring and other expenses, net in the accompanying Consolidated Statements of Operations, were approximately $ 1.0 million in fiscal year 2019.

The following table summarizes the final purchase price allocated to the net assets acquired:

(in thousands) Final allocation

Inventory $ 50

Property, plant and equipment 10

Intangible assets:

BioSentry trademark 2,500

BioSentry product technology 20,900

Customer relationships 2,600

Goodwill 13,740

Net assets acquired $ 39,800

The Company finalized the allocation of the purchase price to the assets acquired and liabilities assumed in the fourth quarter of fiscal year 2019.

The values assigned to the BioSentry trademark and product technologies were derived using the relief-from-royalties method under the income approach.

The net after-tax royalty savings are calculated for each year in the remaining economic life of the intangible asset and discounted to present value.

The trademark and product technologies are deemed to have a fifteen year useful life and are amortized on a straight-line basis over their useful life.

The value assigned to customer relationships was derived using the multi-period excess earnings method under the income approach.

This approach estimates the excess earnings generated over the lives of the customers that existed as of the acquisition date and discounts such earnings to present value.

Customer relationships are amortized on a straight-line basis over ten years .

The goodwill arising from the acquisition consists largely of synergies and economies of scale the Company hopes to achieve from combining the acquired assets with the Company's current operations.

Fluid Management

On May 31, 2019, the Company completed the sale of the NAMIC Fluid Management business (the “Divestiture”) and all of the assets used primarily in connection with the Fluid Management business to Medline Industries, Inc.

(“Medline”) pursuant to an asset purchase agreement dated April 17, 2019 (the “Asset Purchase Agreement”).

Total consideration received by the Company for the Divestiture in the fourth quarter of fiscal year 2019 was $ 169.2 million in cash and resulted in a gain of $ 46.6 million after working capital adjustments of $ 0.6 million.

The gain is recorded in discontinued operations.

On June 3, 2019, a portion of the net proceeds were used to retire the outstanding balance on the Term Loan and Revolving Facility and the remaining net proceeds will continue to be invested in the business.

Pursuant to a transition services agreement entered into and effective on the closing of the transaction, the Company supplied certain services to Medline.

Medline received certain legal, human resource, tax, accounting and information technology services from the Company which ended in the fourth quarter of fiscal year 2021.

As a result of the Divestiture, the results of operations from the Fluid Management business are reported in the accompanying consolidated statements of operations as “Income from discontinued operations, net of income tax” for the year ended May 31, 2019.

The following table summarizes the financial results of discontinued operations:

(in thousands) May 31, 2019

Net sales $ 88,850

Cost of sales (exclusive of amortization) 52,978

Gross profit 35,872

Operating expenses

Research and development 1,177

Sales and marketing 4,129

General and administrative 271

Amortization of intangibles 2,716

Total operating expenses 8,293

Operating income 27,579

Gain on divestiture 46,592

Income from discontinued operations before income taxes 74,171

Income tax expense ( 1,685 )

Income from discontinued operations $ 72,486

In accordance with GAAP, only expenses specifically identifiable and related to a business to be disposed may be allocated to discontinued operations.

As such, the selling and marketing, research and development and general and administrative expenses recorded in discontinued operations include corporate costs incurred directly in support of the Fluid Management portfolio.

The Company applied the “Intraperiod Tax Allocation” rules under ASC 740, which requires the allocation of an entity’s total annual income tax provision among continuing operations and, in the Company’s case, discontinued operations.

Included in the $ 1.6 million income tax expense for fiscal year 2019 is $ 0.6 million tax expense related to the gain on the Divestiture.

The taxes on the gain were calculated using various state statutory tax rates and are partially offset by the utilization of historical state net operating losses.

There are no current federal taxes on the gain due to utilization of historical net operating losses which had a corresponding valuation allowance.

The table below provides a reconciliation of the gain recorded on the sale of the Fluid Management business:

(in thousands)

Proceeds received from Divestiture $ 169,242

Working capital adjustment ( 612 )

Fluid Management assets:

Inventories 11,029

Property, plant and equipment, net 16,624

Intangible assets, net 15,047

Goodwill 75,308

Total Fluid Management assets 118,008

Transaction costs for Divestiture (1)

Gain on sale of the Fluid Management business before income taxes $ 46,592

(1) Costs include advisory fees, legal fees and professional fees

Proceeds from the sale of Fluid Management have been presented in the Consolidated Statements of Cash Flows under investing activities for the fiscal year ended May 31, 2019.

Total operating and investing cash flows of discontinued operations for the fiscal year ended May 31, 2019 is comprised of the following, which exclude the effect of income taxes:

(in thousands) 2019

Net cash provided by operating activities $ 2,245

Net cash provided by investing activities 982

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.

Under ASC 606, Revenue from Contracts with Customers , 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:

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Disaggregation of Revenue

The following tables summarize net product revenue by Global Business Unit and geography for the years ended May 31, 2021, 2020 and 2019:

The following tables summarize net product revenue by Global Business Unit and geography:

Year ended May 31, 2022 Year ended May 31, 2021

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Total $ 207,980 $ 56,177 $ 264,157

As the Company has previously announced, the Company is focused on its ongoing transformation from a company with a broad portfolio of largely undifferentiated products to a more focused medical technology company that delivers unique and innovative health care solutions.

The Company believes that this transformation will enable the Company to shift the portfolio from the mature, lower-growth markets where we have competed in the past by investing in technology and products that provide access to larger and faster growing markets.

As such, we believe the growth in the near to mid-term will be driven by our high technology products including Auryon, Thrombectomy (which includes AngioVac, AlphaVac and thrombolytics) and NanoKnife.

We will refer to these high technology products as our Med Tech business and we will refer to the remainder of the portfolio as our Med Device business.

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

Year ended May 31,

(in thousands) 2022 2021 2020

Med Tech $ 78,717 $ 55,731 $ 41,019

Med Device 237,502 235,279 223,138

Total $ 316,219 $ 291,010 $ 264,157

Net Product Revenue

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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.

Most of the Company's products are intended to be used once and then discarded, or they may be implanted for short- or longer-term use.

The Company sells its products to its distributors and to end users, such as interventional radiologists, interventional cardiologists, vascular surgeons, urologists, interventional and surgical oncologists and critical care nurses.

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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 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:

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There were no transfers in and out of Level 1, 2 and 3 measurements for the years ended May 31, 2022 and 2021.

The table below presents the changes in fair value components of Level 3 instruments for the year ended May 31, 2021:

The following tables present the changes in fair value components of Level 3 instruments:

Financial Liabilities

2 unchanged sentences

Change in present value of contingent consideration (1)

Currency (gain) loss from remeasurement 5

Currency gain from remeasurement ( 5 )

Balance at May 31, 2022 $ 16,948

(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.

The table below presents the changes in fair value components of Level 3 instruments for the year ended May 31, 2020:

Financial Liabilities

1 unchanged sentence

Balance at May 31, 2020 $ 15,647

Contingent consideration liabilities recorded as a result of the acquisitions (Note 2) 14,900

Change in fair value of contingent consideration (1)

Contingent consideration payments ( 1,208 )

Currency loss from remeasurement 5

Balance at May 31, 2021 $ 15,741

During fiscal year 2020, the Company revised the sales projections for RadiaDyne products as a result of reviews performed by executive management.

The adjustments to the sales projections over the contractual earn-out period resulted in a $ 9.2 million reduction in the fair value of the contingent liability.

It was also determined that one of the technical milestones would not be achieved, which resulted in an additional reduction in the liability of $ 2.7 million.

At May 31, 2021, there are no remaining amounts payable for the RadiaDyne contingent consideration.

Contingent Liability for Acquisition Earn Outs

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This resulted in an impairment charge of $ 14.0 million.

The Company recorded a goodwill impairment charge of $ 158.6 million as of May 31, 2020 to write down the carrying value of the reporting unit to fair value using Level 3 inputs.

There were no other items measured at fair value on a nonrecurring basis during the year ended May 31, 2022 or May 31, 2021.

6 unchanged sentences

Total $ 51,392 $ 48,614

The Company periodically reviews its inventory for both obsolescence and loss of value.

The Company periodically reviews inventory for both obsolescence and loss of value.

The Company makes assumptions about the future demand for and market value of the inventory.

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Software licenses 1,255 1,286

TSA receivable 2 2,911

License fees 172 166

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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 has historically performed its annual goodwill assessment during the third quarter of each year.

During the fourth quarter of fiscal year 2022, the company changed its annual impairment assessment date from December 31 to April 30 to more closely align the impairment assessment date with the Company's long term planning and forecasting process.

The Company's annual testing for impairment of goodwill was completed as of December 31, 2021 and April 30, 2022.

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 year ended May 31, 2021 other than foreign currency translation adjustments.

For the year ended May 31, 2020 the Company recorded a goodwill impairment charge of $ 158.6 million to write down the carrying value of the reporting unit to fair value.

Even though the Company determined that there was no goodwill impairment as of December 31, 2021 and April 30, 2022, 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 April 30, 2023.

There were no adjustments to goodwill for the years ended May 31, 2022 and May 31, 2021 other than foreign currency translation adjustments.

Definite Lived Intangible Assets

Definite lived intangible assets consist primarily of product technologies and customer relationships and are amortized over their estimated useful lives, which range between two to eighteen years , on either a straight-line basis over the expected period of benefit or as revenues are earned from the sales of the related product.

Definite lived intangible assets consist primarily of product technologies and customer relationships and are amortized over their estimated useful lives, which range between two to eighteen years on a straight-line basis over the expected period of benefit.

Amortization expense was $ 19.5 million, $ 18.1 million and $ 18.1 million for fiscal years 2022, 2021 and 2020, respectively.

There were no impairment charges on definite lived intangible assets for the years ended May 31, 2022 and 2020.

During the fourth quarter of fiscal year 2021, the Company made the decision to abandon the OARtrac product technology and trademark.

This resulted in an impairment charge of $ 14.0 million.

The impairment charge is recorded in "Acquisition, restructuring and other items, net", on the Consolidated Statement of Operations (see Note 19).

There were no impairment charges on definite lived intangible assets for the years ended May 31, 2020 and 2019.

The impairment charge is recorded in "Acquisition, restructuring and other items, net", on the Consolidated Statements of Operations (see Note 18).

Intangible assets consisted of the following:

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2028 and thereafter 67,363

The components of loss from continuing operations before income tax benefit are as follows:

The components of loss before income tax benefit are as follows:

Year ended May 31,

(in thousands) 2022 2021 2020

Loss from continuing operations before tax expense:

Loss before tax expense:

$ ( 28,495 ) $ ( 31,595 ) $ ( 166,984 )

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as of May 31, 2022 and 2021 principally relates to tax amortization of intangibles that have an indefinite reversal period for book purposes, also known as a “naked credit deferred tax liability”, that cannot be considered as a source of income to recover the deferred tax asset.

In addition, during the fiscal year ended May 31, 2020 a net deferred tax liability of $ 11.0 million was recorded in purchase accounting related to the stock acquisition of Eximo Medical Ltd.

primarily related to book intangibles offset by tax net operating losses.

In addition, included in the net deferred tax liability as of May 31, 2022 and 2021 is a net deferred tax liability of $ 8.8 million and $ 9.3 million, respectively that was related to the stock acquisition of Eximo Medical Ltd.

primarily related to book intangibles partially offset by tax net operating losses and capitalized R&D expenditures.

The Company's U.S.

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Beginning in 2018, except for the Global Intangible Low-Taxed Income, the Company will no longer record United States federal income tax on its share of the income of its foreign subsidiaries, nor will it record a benefit for foreign tax credits related to that income.

Upon distribution of these earnings in the form of dividends or otherwise, the Company would be subject to withholding taxes payable, where applicable, to foreign countries, but would have no further federal income tax liability.

Upon distribution of these earnings in the form of dividends or otherwise, the Company would be subject to

withholding taxes payable, where applicable, to foreign countries, but would have no further federal income tax liability.

The Company intends to indefinitely reinvest the unremitted foreign earnings of all other subsidiaries as of May 31, 2022, as well as all subsequent earnings generated by all of our foreign subsidiaries.

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Goodwill impairment — — 33,301

Non-deductible executive compensation 686 107 189

Change in valuation allowance 3,168 3,921 1,426

Effect of elimination of stock compensation APIC pool 526 162 —

Stock based compensation ( 1,616 ) 526 162

Other 412 455 3

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The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.

There are no accrued interest and penalties recognized in the consolidated balance sheet as of May 31, 2021 and May 31, 2020.

There are no accrued interest and penalties recognized in the Consolidated Balance Sheets as of May 31, 2022 and May 31, 2021.

The Company files income tax returns in the U.S.

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Royalties 2,986 2,663

Research and development 1,279 1,223

Accrued severance 59 548

1 unchanged sentence

Litigation matters — 975

Indemnification holdback — 5,000

Rebates 511 544

Other 5,294 4,211

1 unchanged sentence

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.

On June 3, 2019, the Company repaid all amounts outstanding under its then 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.

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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”).

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The fair value of each restricted stock unit is the market price of Company stock on the date of grant.

The weighted average grant date fair value of restricted stock units granted during the years ended May 31, 2021, 2020 and 2019 was $ 10.40 , $ 20.35 and $ 20.87 , respectively.

The weighted average grant date fair value of restricted stock units granted during the years ended May 31, 2022, 2021 and 2020 was $ 26.24 ,

$ 10.40 and $ 20.35 , respectively.

The total intrinsic value of restricted stock units (meaning the fair value of the units on the date of vest) vesting during the years ended May 31, 2022, 2021 and 2020 was $ 8.5 million, $ 2.1 million, and $ 3.9 million, respectively.

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Granted 173,901 $ 28.73

Vested ( 100,719 ) $ 27.29

Canceled — $ —

Non-vested at end of year, May 31, 2022 449,473 $ 17.02

During fiscal year 2021 and 2020, the Company granted performance unit awards.

Performance unit awards subject to vesting are based on the Company's level of attainment of the performance targets which are set for each of the three

performance years along with continued employment of the grantee.

During fiscal years 2022, 2021 and 2020, the Company granted performance unit awards.

Performance unit awards subject to vesting are based on the Company's level of attainment of the performance targets which are set for each of the three performance years along with continued employment of the grantee.

At the end of the three year period, the vested shares are subject to modification based on the Company’s TSR targets relative to the percentage appreciation of a specified index of companies for the respective three-year period.

During fiscal year 2019, the Company granted performance unit awards that include a three-year market condition.

Vesting of the performance unit awards is based on the Company's level of attainment of specified TSR targets relative to the percentage appreciation of a specified index of companies for the respective three-year periods.

It is also subject to the continued employment of the grantees.

In order to estimate the fair value of such awards, a Monte Carlo Simulation valuation model on the date of the grant was used.

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Compensation cost is recognized over the performance period which is typically three years .

As of May 31, 2021, there was $ 2.1 million of unrecognized compensation cost which is expected to be recognized over a weighted average period of 2 years.

As of May 31, 2022, there was $ 4.5 million of unrecognized compensation cost which is expected to be recognized over a weighted average period of 1 year.

Compensation Expense

The following tables represents the break out of share-based compensation included in the Company's consolidated statement of operations:

The following tables represents the break out of stock-based compensation included in the Company's Consolidated Statement of Operations:

Year ended May 31,

5 unchanged sentences

$ 10,692 $ 8,625 $ 7,592

The income tax benefit on the compensation expense recognized for all share-based compensation arrangements was $ 2.0 million, $ 1.7 million and $ 2.1 million for the years ended May 31, 2021, 2020 and 2019, respectively.

The income tax benefit on the compensation expense recognized for all stock-based compensation arrangements was $ 2.5 million, $ 2.0 million and $ 1.7 million for the years ended May 31, 2022, 2021 and 2020, respectively.

The income tax benefit for 2022, 2021 and 2020 are negated by the full valuation allowance recorded against the deferred tax assets.

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Employees who own stock possessing 5 % or more of the total combined voting power or value of all classes of stock are not eligible to participate in the Stock Purchase Plan.

The purchase price of the shares of common stock acquired on each purchase date will be the lower of (i) 85 % of the fair market value of a share of common stock on the first day of the offering period or (ii) 85 % of the fair market value of a share of common stock on the last day of the purchase period, subject to adjustments made by the Board of Directors.

The purchase price of the shares of common stock acquired on each purchase date will be the lower of (i) 85 % of the fair market value of a share of common

stock on the first day of the offering period or (ii) 85 % of the fair market value of a share of common stock on the last day of the purchase period, subject to adjustments made by the Board of Directors.

The Stock Purchase Plan is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code.

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In addition, diluted earnings per share include 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 basic loss per share as the impact would be anti-dilutive.

The following table reconciles basic to diluted weighted average shares outstanding for the years ended May 31, 2021, 2020 and 2019:

In periods with a net loss, stock options and restricted stock units are not included in the computation of basic loss per share as the impact would be anti-dilutive.

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

Year ended May 31,

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Securities excluded as their inclusion would be anti-dilutive 3,465,738 3,285,354 2,581,006

Adoption of ASU No.

2016-02, Leases (Topic 842)

On June 1, 2019, the Company adopted ASU No.

2016-02 using the modified retrospective approach.

This ASU increases transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements.

Comparative periods prior to adoption have not been retrospectively adjusted.

The Company elected the three practical expedients that permit an entity to a) not reassess whether expired or existing contracts contain leases, b) not reassess lease classification for existing or expired leases, and c) not consider whether previously capitalized initial direct costs would be appropriate under the new standard.

Further, the Company has elected to not recognize leases with terms of 12 months or less on the balance sheet, and elected to account for lease and non-lease components as a single component for certain classes of assets.

The adoption of this standard resulted in the recording of an additional lease asset and lease liability of approximately $ 5.6 million.

The standard did not have a material impact on the Company's Consolidated Statement of Operations, Stockholders Equity or Cash Flows.

The Company determines if an arrangement is a lease at inception of the contract.

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The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

The Company elected the three practical expedients that permit an entity to (a) not reassess whether expired or existing contracts contain leases, (b) not reassess lease classification for existing or expired leases, and (c) not consider whether previously capitalized initial direct costs would be appropriate under the new standard.

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

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During the years ended May 31, 2022 and May 31, 2021, the Company recognized operating lease expense, which includes immaterial short-term leases, of $ 2.8 million and $ 3.2 million, respectively.

Rent expense prior to adoption of ASC 842 amounted to $ 2.5 million for the year ended May 31, 2019.

As of May 31, 2021 and 2020, the expenses on the Consolidated Statement of Operations were classified as follows:

The expenses on the Consolidated Statement of Operations were classified as follows:

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

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A scheduling order was entered on March 23, 2021.

The Company filed a Motion to Amend its Answer and Counterclaims on April 14, 2021.

This motion seeks to add counterclaims for infringement of U.S.

and 10,632,295, as well as a counterclaim of inequitable conduct, and remains pending.

The Company served its initial invalidity contentions on July 2, 2021, consistent with the scheduling order.

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.

Bard filed its opposition brief on September 2, 2021 and the Company filed a reply on September 9, 2021.

Following a hearing on the Motion for Judgment on the Pleadings on December 21, 2021, the District of Delaware stayed the case pending the Federal Circuit's resolution of Bard's appeal from the Utah Decision.

Previously, the Company had filed a Motion for Leave to Amend its Answer and Counterclaims on April 14, 2021.

This motion sought to add counterclaims for infringement of U.S.

and 10,632,295, as well as a counterclaim of inequitable conduct.

On November 5, 2021, the Company notified the District of Delaware that the Utah decision was certified for appeal to the Court of Appeals for the Federal Circuit.

Contemporaneously, the Company withdrew its Motion for Leave to Amend its Answer and Counterclaims without prejudice to refile.

Bard filed its Opening Appellate Brief in its appeal at the Federal Circuit on December 8, 2021, and the appeal remains pending.

The Company believes these claims are without merit and intends to defend them vigorously.

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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.

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.

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.

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 (subject matter eligibility), 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.

1 unchanged sentence

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 parties submitted status reports on March 29, 2021.

The matter remains pending.

The parties agreed to schedule trial the week of May 9, 2022, which was subsequently rescheduled for the week of November 14, 2022.

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

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8,025,639, 9,603,992 (“992”) and 9,603,993 (“993”).

On May 20, 2021, the Company filed a Motion to Dismiss Bard’s claims with respect to the 992 and 993 patents, and the motion remains pending.

On May 20, 2021, the Company filed a Motion to Dismiss Bard’s claims with respect to the ’992 and ’993 patents.

On July 22, 2021, the Company submitted the Utah court’s decision invalidating claims of the related ‘302, ‘022, and ‘615 Patents as supplemental authority in support of its Motion to Dismiss.

The parties agreed to submit supplemental briefing to address the Utah court’s decision.

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 of the ‘302, ‘022, and ‘615 patents under 35 USC §101.

The Company maintains its belief that Bard's claims are without merit.

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Bard also raised a series of challenges targeted at one of AngioDynamics’ expert witnesses, which the Court denied in part and granted in part in decisions on May 5, 2021 and June 11, 2021.

Discovery is largely complete, and the case is expected to proceed to trial in 2022.

More recently, Bard raised another challenge to AngioDynamic's damages expert, which the Court denied in full on July 8, 2022 at which time the Court also issued rulings on all other pre-trial motions filed to date.

Discovery is complete and the next court hearing is scheduled for August 25, 2022.

As a result of an extension requested by Bard, the trial is now scheduled to commence on September 19, 2022.

We have not undertaken an assessment of the potential loss exposure, if any, but note that there are no claims pending against the Company in connection with this litigation.

Merz North America Settlement

8 unchanged sentences

Segment information

The Company considers its business to be a single segment entity related to the development, manufacture and sale on a global basis of medical devices for vascular access, surgery, peripheral vascular disease and oncology.

The Company's chief operating decision maker (CEO) evaluates the various global product portfolios on a net sales basis.

Executives reporting in to the CEO include those responsible for operations and supply chain management, research and development, sales, franchise marketing and certain corporate functions.

The CEO evaluates profitability, investment and cash flow metrics on a consolidated worldwide basis due to shared infrastructure and resources.

Total sales by product category are summarized below:

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 to among, other items, allocate resources and assess performance utilizing numerous metrics and breakouts of the data including Global Business Unit, Med Tech, Med Device and geography.

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 global basis due to shared infrastructure and resources.

The table below summarizes net sales by Global Business Unit:

Year ended May 31,

5 unchanged sentences

Total $ 316,219 $ 291,010 $ 264,157

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

Year ended May 31,

(in thousands) 2022 2021 2020

Med Tech $ 78,717 $ 55,731 $ 41,019

Med Device 237,502 235,279 223,138

Total $ 316,219 $ 291,010 $ 264,157

Geographic information

Total sales for geographic areas are summarized below:

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

Year ended May 31,

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Intangible and other asset impairment (5)

13,953 — 1,704

Restructuring — 26 289

Manufacturing Relocation (6)

Other 714 756 1,556

6 unchanged sentences

This resulted in an impairment charge of $ 14.0 million.

(6) Expenses to relocate certain manufacturing lines from Queensbury, NY to Alajuela, Costa Rica.

Included in legal for fiscal year 2021 is a $ 1.0 million settlement expense.

Included in legal for fiscal years 2020 and 2019 are settlements received for the Biolitec litigation of $ 0.5 million and $ 3.4 million, respectively.

The settlement received partially offsets legal expenses paid related to the settlement proceedings.

In addition, the $ 2.5 million accrual for the settlement of the Merz contract termination is included in legal expenses for fiscal year 2019.

Included in legal for fiscal year 2020 is a settlement received for the Biolitec litigation of $ 0.5 million.

The settlement received partially offset legal expenses paid related to the settlement proceedings.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in each component of accumulated other comprehensive income (loss), net of tax, are as follows for fiscal years 2021 and 2020:

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

(in thousands) Foreign currency translation gain (loss)

Balance at May 31, 2020 $ ( 1,341 )

Other comprehensive income before reclassifications, net of tax 11

Other comprehensive income, net of tax 4,494

Net other comprehensive income $ 4,494

Balance at May 31, 2021 $ 3,153

Other comprehensive income (loss) before reclassifications, net of tax 4,494

Other comprehensive income, net of tax ( 1,796 )

Net other comprehensive loss $ ( 1,796 )

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10-Q 10.4.6 January 8, 2021

10.4.7 Form of Performance Share Award Agreement pursuant to the 2020 Stock and Incentive Award Plan

10-Q 10.4.7 September 30, 2021

10.5 Form of Restricted Stock Award Agreement pursuant to the AngioDynamics, Inc.

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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-K

Item 9A. Controls and Procedures