UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________

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):  April 7, 2016

AngioDynamics, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

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 April 7, 2016, AngioDynamics, Inc. (“AngioDynamics” or the “Company”) issued a press release announcing financial results for the fiscal third quarter ended February 29, 2016.  A copy of the press release is attached hereto as Exhibit 99.1.

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 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,” “optimistic,” 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 AngioDynamics’ expectations. Factors that may affect the actual results achieved by AngioDynamics include, without limitation, the ability of AngioDynamics to develop its existing and new products, technological advances and patents attained by competitors, infringement of AngioDynamics’ technology or assertions that AngioDynamics’ technology infringes the technology of third parties, the ability of AngioDynamics to effectively compete against competitors that have substantially greater resources, future actions by the FDA or other regulatory agencies, domestic and foreign health care reforms and government regulations, results of pending or future clinical trials, overall economic conditions, the results of on-going litigation, challenges with respect to third-party distributors or joint venture partners or collaborators, the results of sales efforts, the effects of product recalls and product liability claims, changes in key personnel, the ability of AngioDynamics to execute on strategic initiatives, the effects of economic, credit and capital market conditions, general market conditions, market acceptance, foreign currency exchange rate fluctuations, the effects on pricing from group purchasing organizations and competition, the ability of AngioDynamics to integrate purchased businesses, as well as the risk factors listed from time to time in AngioDynamics’ SEC filings, including but not limited to its Annual Report on Form 10-K for the year ended May 31, 2015 and its quarterly reports on Form 10-Q for the fiscal period ended August 31, 2015 and November 30, 2015. AngioDynamics does not assume any obligation to publicly update or revise any forward-looking statements for any reason.

 

Item 9.01 – Financial Statements and Exhibits.

 

 

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: April 7, 2016	By:	/s/ Stephen A. Trowbridge
		Stephen A. Trowbridge
		Senior Vice President and General Counsel

 

 

 

 

 

 

EXHIBIT INDEX

 

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(in thousands, except per share data)

 

 

		Three months ended								Nine months ended
		Feb 29,				Feb, 28				Feb 29,				Feb, 28
		2016				2015				2016				2015
		(unaudited)								(unaudited)
Net sales		$	87,384			$	86,597			$	260,321			$	266,077
Cost of sales			43,900				48,746				127,829				134,745
Gross profit			43,484				37,851				132,492				131,332
% of net sales			49.8	%			43.7	%			50.9	%			49.4	%
Operating expenses
Research and development			5,808				6,855				18,189				19,642
Sales and marketing			20,301				19,355				61,429				60,405
General and administrative			6,784				6,917				22,300				22,213
Amortization of intangibles			4,458				5,106				13,356				13,182
Change in fair value of contingent consideration			(31	)			(10,044	)			630				(8,626	)
Acquisition, restructuring and other items, net			3,042				18,779				9,098				23,745
Medical device excise tax			435				1,034				2,416				3,105
Total operating expenses			40,797				48,002				127,418				133,666
Operating  income (loss)			2,687				(10,151	)			5,074				(2,334	)
Other income (expense), net			(1,675	)			(1,828	)			(5,464	)			(5,398	)
Income (loss) before income taxes			1,012				(11,979	)			(390	)			(7,732	)
Income tax expense (benefit)			382				(7,717	)			99				(5,278	)
Net income (loss)		$	630			$	(4,262	)		$	(489	)		$	(2,454	)
Earnings (loss) per share
Basic		$	0.02			$	(0.12	)		$	(0.01	)		$	(0.07	)
Diluted		$	0.02			$	(0.12	)		$	(0.01	)		$	(0.07	)
Weighted average shares outstanding
Basic			36,146				35,755				36,083				35,568
Diluted			36,390				35,755				36,083				35,568

GAAP TO NON-GAAP RECONCILIATION (Continued)

ANGIODYNAMICS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

ANGIODYNAMICS, INC. AND SUBSIDIARIES