v3.25.2
Acquisition, Restructuring and Other Items, net (Tables)
12 Months Ended
May 31, 2025
Restructuring and Related Activities [Abstract]  
Schedule of Acquisition, Restructuring and Other Items, net
Acquisition, restructuring and other items, net consisted of:
Year ended May 31,
(in thousands)202520242023
Legal (1)
$715 $34,942 $9,998 
Mergers and acquisitions (2)
737 399 368 
Transition service agreement (3)
(1,838)(1,092)— 
Plant Closure (4)
13,761 9,481 — 
Manufacturing Relocation (5)
— 587 1,091 
Intangible and other asset impairment (6)
— 6,260 — 
Israeli Innovation Authority prepayment (7)
— — 3,544 
Other (8)
2,245 2,605 632 
Total$15,620 $53,182 $15,633 
(1) Legal expenses related to litigation that is outside the normal course of business. For the year ended May 31, 2024, a $19.3 million settlement expense was recorded as a result of the Settlement Agreement that was entered into between the Company and BD.
(2) Mergers and acquisitions expenses related to investment banking, legal and due diligence.
(3) Transition services agreement that were entered into with Merit and Spectrum.
(4) Plant closure expense, related to the restructuring of our manufacturing footprint which was announced on January 5, 2024.
(5) Expenses to relocate manufacturing lines out of Queensbury, NY.
(6) An impairment of $3.4 million on intangible and fixed assets and an inventory write-off of $2.9 million was taken in the third quarter of fiscal year 2024 relating to the abandonment of the Syntrax and RF product lines.
(7) In the first quarter of fiscal year 2023, a $3.5 million payment was made to the Israeli Innovation Authority to fully satisfy the obligation related to grant funds that were provided to Eximo for development of the Auryon laser prior to the acquisition in the second quarter of fiscal year 2020.
(8) Included in the $2.2 million and $2.6 million in other for the years ended May 31, 2025 and 2024 is $0.9 million and $1.4 million, respectively, of severance due to restructurings outside of the plant closure. In addition, for the year ended May 31, 2024, $0.9 million of deferred financing fees that were written-off in conjunction with the divestiture of the Dialysis and BioSentry businesses and concurrent extinguishment of the debt.
The following table provides a summary of our estimated costs associated with the plan:
Type of cost (in thousands)Total original estimated amount expected to be incurredTotal modified estimated amount expected to be incurred
Facilities closeout fees (1)
$14,500 to$15,250 $16,000 to$17,000 
Termination benefits9,000 to10,000 6,200 to7,200 
Outside consultants9,000 to10,000 7,500 to8,500 
Validation expenses4,500 to5,500 3,400 to4,400 
Regulatory filings750 to1,250 150 to650 
Other750 to1,250 150 to650 
$38,500 to$43,250 $33,400 to$38,400 
(1) Included in the original and modified estimate is approximately $13.6 million and $13.3 million of non-cash charges for accelerated depreciation and building impairment.
The table below presents the restructuring reserve for the twelve months ending May 31, 2025:
May 31, 2025
Termination BenefitsOutside ConsultantsValidation ExpensesFacilities Closeout FeesRegulatory FilingsOtherTotal
(in thousands)
Balance at May 31, 2024$568 $1,153 $373 $— $$20 $2,120 
Charges$1,555 $5,646 $1,769 $3,381 $72 $1,338 $13,761 
Non-cash adjustments$— $— $— $(3,381)$— $— $(3,381)
Cash payments$(1,494)$(6,177)$(2,056)$— $(78)$(1,192)$(10,997)
Balance at May 31, 2025$629 $622 $86 $— $— $166 $1,503