UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 2009
AngioDynamics, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-50761 11-3146460
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
603 Queensbury Avenue, Queensbury, New York 12804
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(Address of Principal Executive Offices) (Zip Code)
(518) 798-1215
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2 (b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4 (c))
Item 2.02 - Results of Operations and Financial Condition.
On July 16, 2009, AngioDynamics, Inc. (the "Company") issued a press
release announcing financial results for the fiscal fourth quarter and full year
ended May 31, 2009.
The information set forth in Item 2.02 of this Form 8-K (including Exhibit
99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Forward-Looking Statements
This document and its attachments include "forward-looking statements"
intended to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. Investors can identify these
statements by the fact that they do not relate strictly to historical or current
facts. These statements contain words such as "expect," "reaffirm,"
"anticipate," "plan," "believe," "estimate," "may," "will," "predict,"
"project," "might," "intend," "potential," "could," "would," "should,"
"estimate," "seek," "continue," "pursue," or "our future success depends," or
the negative or other variations thereof or comparable terminology, are intended
to identify such forward-looking statements. In particular, they include
statements relating to, among other things, future actions, strategies, future
performance and future financial results of the Company. These forward-looking
statements are based on current expectations and projections about future
events.
Investors are cautioned that forward-looking statements are not guarantees
of future performance or results and involve risks and uncertainties that cannot
be predicted or quantified and, consequently, the actual performance or results
of the Company may differ materially from those expressed or implied by such
forward-looking statements. Such risks and uncertainties include, but are not
limited to, the factors described from time to time in the Company's reports
filed with the SEC, including the Company's Form 10-K for the fiscal year ended
May 31, 2008, financial community and rating agency perceptions of the Company;
the effects of economic, credit and capital market conditions on the economy in
general, and on medical device companies in particular; domestic and foreign
health care reforms and governmental laws and regulations; third-party relations
and approvals, technological advances and patents attained by competitors; and
challenges inherent in new product development, including obtaining regulatory
approvals. In addition to the matters described above, the ability of the
Company to develop its products, future actions by the FDA or other regulatory
agencies, results of pending or future clinical trials, the outcome of pending
patent litigation, overall economic conditions, general market conditions,
market acceptance, foreign currency exchange rate fluctuations, and the effects
on pricing from group purchasing organizations and competition and the ability
of the Company to integrate purchased businesses, may affect the actual results
achieved by the Company.
Any forward-looking statements are made pursuant to the Private Securities
Litigation Reform Act of 1995 and, as such, speak only as of the date made. The
Company disclaims any obligation to update the forward-looking statements.
Investors are cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date stated, or if no date is stated, as
of the date of this document.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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99.1 Press Release dated July 16, 2009.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANGIODYNAMICS, INC.
(Registrant)
Date: July 16, 2009 By: /s/ D. Joseph Gersuk
----------------------------------------
D. Joseph Gersuk
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated July 16, 2009.
EXHIBIT 99.1
[ANGIODYNAMICS LOGO]
For Immediate Release
Company Contact: Investor Relations Contacts: Media Contact:
AngioDynamics, Inc. EVC Group, Inc. EVC Group, Inc.
D. Joseph Gersuk, CFO Doug Sherk / Jenifer Kirtland Steve DiMattia
(800) 772-6446 x1608 (415) 896-6820 (646) 201-5445
jgersuk@AngioDynamics.com dsherk@evcgroup.com sdimattia@evcgroup.com
jkirtland@evcgroup.com
AngioDynamics Reports Fiscal Fourth Quarter and
Full Year 2009 Financial Results
o Fourth Quarter Net Sales Increase 13% to $52.8 Million
o Fourth Quarter Net Income of $2.9 Million, or $0.12 EPS vs $0.02 EPS
a Year Ago
o Fourth Quarter EPS of $0.14 Prior to Non-Recurring Costs, vs $0.19 a
Year Ago Prior to Litigation Costs, Reflecting Investments in IRE
Technology and Sales and Marketing
o Fourth Quarter Non GAAP EBITDA of $0.32 Per Share vs $0.12 Per Share
a Year Ago
o Company Conference Call Begins Today at 4:30 p.m. Eastern Time
QUEENSBURY, N.Y. July 16, 2009 -- AngioDynamics, Inc. (NASDAQ: ANGO), a leading
provider of innovative medical devices for minimally-invasive treatment of
cancer and peripheral vascular disease, today reported financial results for the
fiscal fourth quarter and year ended May 31, 2009. Financial results include the
acquisition of Diomed assets since June 17, 2008 and the acquisition of
FlowMedica assets since January 12, 2009, the dates of acquisition. In addition,
the Company announced plans to establish a corporate office near Albany, N.Y.
Net sales in the fourth quarter were $52.8 million, a 13% increase over the
$46.8 million reported in the fourth quarter a year ago. Gross margin in the
fourth quarter was 61.9% compared with 62.7% a year ago, with the decline
attributable to product mix. Operating income was $4.8 million in the fourth
quarter compared with $322,000 a year ago.
Net income in the fourth quarter was $2.9 million or $0.12 per share compared
with $519,000, or $0.02 per share a year ago. 2009 fourth quarter operating
results include $702,000 in certain non-recurring costs, which are primarily
attributable to the write-off of facility design and related costs associated
with a terminated project to build an office in Queensbury. In the fourth
quarter a year ago, the Company recorded a $6.8 million litigation provision.
Excluding the aforementioned two items, fourth quarter net income was $3.4
million or $0.14 per share compared with net income of $4.7 million or $0.19 per
share a year ago. The decline in net income is primarily attributable to
increased operating expenses associated with the Company's investments in
irreversible electroporation (IRE) technology and sales and marketing programs.
EBITDA (Non GAAP) was $7.8 million or $0.32 per share in the fourth quarter and
$2.8 million or $0.12 per share in the fourth quarter a year ago.
For the fiscal year ended May 31, 2009, net sales of $195.1 million increased
17% over the $166.5 million reported for the prior year; gross margin was 61.6%
in both years; operating income was $16.1 million compared with $16.2 million
for the prior year; net income was $9.9 million or $0.41 per share, compared
with $10.9 million or $0.45 per share for the prior year; and EBITDA (Non GAAP)
was $27.9 million or $1.14 per share, compared with $25.4 million or $1.04 per
share for the prior year.
AngioDynamics reported cash and investments of $68.2 million and long-term debt
of $6.8 million at May 31, 2009. The Company generated $6.9 million in cash flow
from operations in the fourth quarter, bringing cash flow from operations for
fiscal 2009 to $19.9 million.
In fiscal 2009, AngioDynamics began operating three business units: Peripheral
Vascular, Access and Oncology/Surgery. Peripheral Vascular sales were $22.5
million in the fourth quarter, an increase of 26% from the fourth quarter a year
ago, inclusive of the laser ablation products acquired from Diomed and the
Benephit(R) renal infusion system acquired from FlowMedica. Access sales were
$17.9 million in the quarter, a decrease of 1% from the fourth quarter a year
ago, and Oncology/Surgery sales grew 15% to $12.4 million from the fourth
quarter a year ago.
"While we made progress during the fourth quarter, our performance illustrates
the investments we are making in IRE and sales and marketing and the work to be
done to restore organic sales growth," said Jan Keltjens, President and CEO.
"Since early March, I've spent a great deal of time getting to know our team and
evaluating the Company's strengths and opportunities. We have begun implementing
several actions that I believe will improve future operating performance. We
have identified the business areas that can drive global growth and are moving
forward on streamlining the organization, increasing accountability, focusing
R&D efforts and creating a center of expertise for manufacturing and process
engineering. As a result, we are making plans to establish an office closer to
the Albany area. This new office will allow us to create needed manufacturing
and engineering capacity and focus at our Queensbury global supply chain hub.
Additionally, it will provide an attractive and more easily accessible location
for our marketing and R&D teams, while enhancing our ability to attract key
talent to drive our growth.
"We have also decided to accelerate our investments in developing our
international business opportunities and we plan to hire a general manager for
international commercial operations who will be based in Europe and report to
me. We also made good progress with our promising IRE program during the fourth
quarter. Our team is currently implementing clinical programs designed to gain
specific labeling for the treatment of prostate and pancreatic cancers in the
U.S. and generate clinical outcome data for Liver/HCC therapy in international
markets," concluded Mr. Keltjens.
Highlights of the quarter and more recent activities include the following:
o The Company has determined that it will focus on three strategic clinical
programs for the NanoKnife(TM) IRE system. The programs will focus on
prostate, pancreatic and HCC/liver cancers. There has been good progress
with pre-clinical work supporting FDA Investigational Device Exemptions
and the first patient enrollment is expected before the end of calendar
year 2009. To date, 66 NanoKnife procedures have been conducted worldwide
in seven centers, including the first fully commercial IRE case at Banner
Good Samaritan hospital in Phoenix.
o AngioDynamics has released NanoKnife software version 2.0.7. Among other
features of the software, version 2.0.7 offers a robust cardiac
synchronization algorithm to avoid ventricular arrhythmia during
irreversible electroporation near the heart, an occurrence which had been
noted in a few early NanoKnife cases but not since this feature was
implemented.
o During the past seven weeks, AngioDynamics launched four new products:
- The Starburst(R) Xli-enhanced Semi-Flex electrode is the first
radiofrequency ablation (RFA) device specifically designed to
deliver a 7cm ablation of a tumor in a single placement during
CT-aided procedures.
- The Starburst(R) XL is an RFA device with a convenient, pre-attached
main cable designed to provide reproducible spherical ablations up
to 5cm.
- The DuraMax(TM) hemodialysis catheter is AngioDynamics' latest
evolution in the Company's market-leading stepped tip design that
improves ease of use, dialysis efficiency and overall patient
outcomes.
- The NeverTouch-FRS (fiber recognition system) makes NeverTouch(TM)
fiber technology compatible with AngioDynamics' latest Delta Laser
system, as well as lasers formerly manufactured by Diomed.
o A Center of Excellence for Process Engineering & Technology has been
established at the Company's Queensbury manufacturing operations. The goal
of the Center is to drive stronger product designs plus manufacturing
efficiencies resulting in improved supply chain performance including
stable product supply and improved gross margins.
Fiscal 2010 Guidance
The Company's outlook for fiscal 2010 is as follows:
o Net sales in the range of $209 million to $215 million, an increase
of 7-10% over fiscal 2009 net sales
o Gross margin in the range of 61-62% of net sales
o GAAP operating income in the range of $18 million to $20 million, an
increase of 12-24%
o EBITDA in the range of $30 million to $32 million, an increase of
8-15%
o GAAP EPS in the range of $0.43 to $0.47, inclusive of a $0.24 EPS
impact from IRE investments
Conference Call
AngioDynamics management will host a conference call to discuss its fourth
quarter results today beginning at 4:30 p.m. Eastern Time. To participate in the
live call by telephone, please dial 1 (877) 941-8609 from the U.S. or for
international callers, please dial +1 (480) 629-9818.
In addition, individuals can listen to the call on the Internet by visiting the
investor relations portion of the AngioDynamics Web site at
http://investor.angiodynamics.com. To listen to the live call, please go to the
Web site 15 minutes prior to its start to register, download and install the
necessary audio software.
A replay will be available on the Web site. A telephone replay will be available
from 6:30 p.m. Eastern time on July 16, 2009, through 11:59 p.m. Eastern time on
July 23, 2009, by dialing 1 (800) 406-7325 (domestic) or +1 (303) 590-3030
(international) and entering the passcode: 4104137#.
Use of Non-GAAP Measures
Management uses non-GAAP measures to establish operational goals, and believes
that non-GAAP measures may assist investors in analyzing the underlying trends
in AngioDynamics' business over time. Investors should consider these non-GAAP
measures in addition to, not as a substitute for or as superior to, financial
reporting measures prepared in accordance with GAAP. In this news release, the
Company has reported non-GAAP EBITDA, (income before interest, taxes,
depreciation and amortization) and non-GAAP EBITDA per share. Management uses
these measures in its internal analysis and review of operational performance.
Management believes that these measures provide investors with useful
information in comparing the Company's performance over different periods. By
using these non-GAAP measures, management believes that investors get a better
picture of the performance of the Company's underlying business. Management
encourages investors to review the Company's financial results prepared in
accordance with GAAP to understand the Company's performance taking into account
all relevant factors, including those that may only occur from time to time but
have a material impact on the Company's financial results. Please see the tables
that follow for a reconciliation of Operating Income to non-GAAP measures.
About AngioDynamics
AngioDynamics, Inc. ("AngioDynamics" or the "Company") is a leading provider of
innovative medical devices used by interventional radiologists, surgeons and
other physicians for the minimally-invasive treatment of cancer and peripheral
vascular disease. The Company's diverse product line includes market-leading
radiofrequency and irreversible electroporation ablation systems, vascular
access products, angiographic products and accessories, dialysis products,
angioplasty products, drainage products, thrombolytic products, embolization
products and venous products. More information is available at
www.angiodynamics.com.
Safe Harbor
This release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements regarding
AngioDynamics' expected future financial position, results of operations, cash
flows, business strategy, budgets, projected costs, capital expenditures,
products, competitive positions, growth opportunities, plans and objectives of
management for future operations, as well as statements that include the words
such as "expects," "reaffirms" "intends," "anticipates," "plans," "believes,"
"seeks," "estimates," or variations of such words and similar expressions, are
forward-looking statements. These forward looking statements are not guarantees
of future performance and are subject to risks and uncertainties. Investors are
cautioned that actual events or results may differ from the Company's
expectations. Factors that may affect the actual results achieved by the Company
include, without limitation, the ability of the Company to develop its existing
and new products, future actions by the FDA or other regulatory agencies,
results of pending or future clinical trials, overall economic conditions,
general market conditions, market acceptance, foreign currency exchange rate
fluctuations, the effects on pricing from group purchasing organizations and
competition, the ability of the Company to integrate purchased businesses as
well as the risk factors listed from time to time in the SEC filings of
AngioDynamics, Inc., including but not limited to its Annual Report on Form 10-K
for the year ended May 31, 2008. The Company does not assume any obligation to
publicly update or revise any forward-looking statements for any reason.
In the United States, NanoKnife has been cleared by the FDA for use in the
surgical ablation of soft tissue. This document may discuss the use of NanoKnife
for specific clinical indications for which it is not cleared in the United
States at this time.
(Tables to Follow)
ANGIODYNAMICS, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(in thousands, except per share data)
Three months ended Twelve months ended
--------------------- ---------------------
May 31, May 31, May 31, May 31,
2009 2008 2009 2008
-------- -------- -------- --------
(unaudited) (unaudited)
Net sales $ 52,821 $ 46,752 $195,054 $166,500
Cost of sales 20,128 17,439 74,989 63,913
-------- -------- -------- --------
Gross profit 32,693 29,313 120,065 102,587
-------- -------- -------- --------
% of net sales 61.9% 62.7% 61.6% 61.6%
-------- -------- -------- --------
Operating expenses
Research and development 4,836 4,064 17,914 14,424
Sales and marketing 16,051 12,507 56,785 46,047
General and administrative 4,033 3,820 16,394 15,425
Amortization of intangibles 2,310 1,843 9,126 6,849
Litigation provision -- 6,757 -- 3,606
Non-recurring costs 702 -- 3,743 --
-------- -------- -------- --------
Total operating expenses 27,932 28,991 103,962 86,351
-------- -------- -------- --------
Operating income 4,761 322 16,103 16,236
Other income (expense), net (293) 403 (951) 1,092
-------- -------- -------- --------
Income before income taxes 4,468 725 15,152 17,328
Provision for income taxes 1,566 206 5,220 6,439
-------- -------- -------- --------
Net income $ 2,902 $ 519 $ 9,932 $ 10,889
======== ======== ======== ========
Earnings per common share
Basic $ 0.12 $ 0.02 $ 0.41 $ 0.45
Diluted $ 0.12 $ 0.02 $ 0.41 $ 0.45
Weighted average common shares
Basic 24,427 24,199 24,363 24,082
Diluted 24,544 24,394 24,513 24,349
Reconciliation of Operating Income to non-GAAP EBITDA:
Three months ended Twelve months ended
--------------------- ---------------------
May 31, May 31, May 31, May 31,
2009 2008 2009 2008
-------- -------- -------- --------
(unaudited) (unaudited)
Operating income $ 4,761 $ 322 $ 16,103 $ 16,236
Amortization of intangibles 2,310 1,843 9,126 6,849
Depreciation 689 673 2,687 2,328
-------- -------- -------- --------
EBITDA $ 7,760 $ 2,838 $ 27,916 $ 25,413
======== ======== ======== ========
EBITDA per common share
Basic $ 0.32 $ 0.12 $ 1.15 $ 1.06
Diluted $ 0.32 $ 0.12 $ 1.14 $ 1.04
Weighted average common shares
Basic 24,427 24,199 24,363 24,082
Diluted 24,544 24,394 24,513 24,349
ANGIODYNAMICS, INC. AND SUBSIDIARIES
NET SALES BY BUSINESS UNIT AND BY GEOGRAPHY
(in thousands)
Three months ended Twelve months ended
--------------------- ---------------------
May 31, May 31, May 31, May 31,
2009 2008 2009 2008
-------- -------- -------- --------
(unaudited) (unaudited)
Net Sales by Business Unit
Peripheral Vascular $ 22,510 $ 17,793 $ 83,457 $ 63,677
Access 17,881 18,111 66,812 64,433
Oncology/Surgery 12,430 10,848 44,785 38,390
-------- -------- -------- --------
Total $ 52,821 $ 46,752 $195,054 $166,500
======== ======== ======== ========
Net Sales by Geography
United States $ 47,049 $ 41,950 $173,310 $150,567
International 5,772 4,802 21,744 15,933
-------- -------- -------- --------
Total $ 52,821 $ 46,752 $195,054 $166,500
======== ======== ======== ========
ANGIODYNAMICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
May 31, May 31,
2009 2008
----------- -----------
(unaudited) (2)
Assets
Current Assets
Cash and cash equivalents $ 27,909 $ 32,040
Restricted cash -- 68
Marketable securities 40,278 46,182
--------- ---------
Total cash and investments 68,187 78,290
Receivables, net 27,181 26,642
Inventories, net 36,928 22,901
Deferred income taxes 9,337 10,902
Prepaid income taxes 3,694 375
Prepaid expenses and other 3,271 2,772
--------- ---------
Total current assets 148,598 141,882
Property, plant and equipment, net 22,183 21,163
Intangible assets, net 67,770 71,311
Goodwill 161,974 162,707
Deferred income taxes 4,263 6,860
Other non-current assets 3,915 4,824
--------- ---------
Total Assets $ 408,703 $ 408,747
========= =========
Liabilities and Stockholders' Equity
Current portion of long-term debt $ 265 $ 10,040
Contractual payments on acquisition of business, net 5,227 9,625
Other current liabilities 24,207 19,537
Litigation provision -- 6,757
Long-term debt, net of current portion 6,810 7,075
--------- ---------
Total Liabilities 36,509 53,034
Stockholders' equity 372,194 355,713
--------- ---------
Total Liabilities and Stockholders' Equity $ 408,703 $ 408,747
========= =========
Shares outstanding 24,428 24,268
(2) Derived from audited financial statements
ANGIODYNAMICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Twelve months ended
--------------------
May 31, May 31,
2009 2008
-------- --------
(unaudited)
Cash flows from operating activities:
Net income $ 9,932 $ 10,889
Depreciation and amortization 11,813 9,205
Tax effect of exercise of stock options (149) (390)
Deferred income taxes 4,268 5,483
Stock-based compensation 5,793 4,902
Other 1,754 737
Changes in operating assets and liabilities
Receivables 401 (6,134)
Inventories (10,635) 4,172
Accounts payable and accrued liabilities 5,566 2,340
Litigation provision (6,757) 3,967
Other (2,044) (9,264)
-------- --------
Net cash provided by operating activities 19,942 25,907
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (4,361) (6,711)
Acquisition of intangible assets and businesses (17,078) (18,694)
Change in restricted cash 68 1,718
Purchases, sales and maturities of marketable securities, net 5,672 (2,507)
-------- --------
Net cash used in investing activities (15,699) (26,194)
-------- --------
Cash flows from financing activities:
Repayment of long-term debt (10,040) (315)
Proceeds from exercise of stock options and ESPP 1,774 4,238
Tax effect of exercise of stock options and issuance of performance shares -- 91
-------- --------
Net cash (used in) provided by financing activities (8,266) 4,014
-------- --------
Effect of exchange rate changes on cash (108) --
-------- --------
(Decrease) Increase in cash and cash equivalents (4,131) 3,727
Cash and cash equivalents
Beginning of period 32,040 28,313
-------- --------
End of period $ 27,909 $ 32,040
-------- --------
