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):  October 5, 2016

AngioDynamics, Inc.
(Exact Name of Registrant as Specified in Charter)
 
     
Delaware
000-50761
11-3146460
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)


14 Plaza Drive Latham, New York
12110
(Address of Principal Executive Offices)
(Zip Code)


(518) 795-1400
(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 October 5, 2016, AngioDynamics, Inc. (“AngioDynamics” or the “Company”) issued a press release announcing financial results for the fiscal first quarter ended August 31, 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, 2016 and its quarterly report on Form 10-Q for the fiscal period ended August 31, 2016. 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.

(d) Exhibits.

 Exhibit No.
 
Description
99.1
 
Press Release dated October 5, 2016.




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:  October 5, 2016
By:
/s/ Stephen A. Trowbridge  
    Stephen A. Trowbridge  
    Senior Vice President and General Counsel  
       





EXHIBIT INDEX

 Exhibit No.
 
Description
99.1
 
Press Release dated October 5, 2016.




 
 
 
 
 
 
 
 
 

Exhibit 99.1
 

FOR IMMEDIATE DISTRIBUTION


Company Contact:
Investor Relations Contacts:
Media Contact:
AngioDynamics Inc.
Caitlin Stefanik
(518) 795-1418
cstefanik@angiodynamics.com
FTI Consulting
Jim Polson
(312) 553-6730
Jim.Polson@fticonsulting.com,
Kotaro Yoshida
(212) 850-5690
Kotaro.Yoshida@fticonsulting.com
FTI Consulting
Kimberly Ha
(212) 850-5612
kimberly.ha@fticonsulting.com


AngioDynamics Reports Fiscal 2017 First Quarter Results

·
Q1 net sales of $88.1 million, up 5% year-over-year
·
Q1 GAAP earnings per share of $0.04; non-GAAP adjusted EPS of $0.17
·
Q1 operating cash generation of $7.4 million
·
FY2017 guidance remains unchanged

ALBANY, N.Y., October 5, 2016 (GLOBE NEWSWIRE) – AngioDynamics (NASDAQ:ANGO), a leading provider of innovative, minimally invasive medical devices for vascular access, surgery, peripheral vascular disease and oncology, today reported first quarter financial results for the 2017 fiscal quarter ended August 31, 2016.

“I’m pleased with our first quarter performance, which lays the foundation for continued positive momentum in fiscal 2017,” said Jim Clemmer, President and Chief Executive Officer of AngioDynamics. “These results were primarily driven by growth in the Peripheral Vascular franchise as a result of opportunities created by the Cook Medical recall. Looking across the business, we also delivered a solid performance in BioFlo Midline and Dialysis in the Vascular Access franchise, and growth for NanoKnife and Microwave in Oncology/Surgery. As we move through fiscal 2017, we remain committed to executing on our long-term strategy of pursuing initiatives where we have a clear competitive advantage, focusing on driving operational efficiency and developing products that improve patient outcomes and lessen the burden on the provider and healthcare system.”

First Quarter 2017 Financial Results
Net sales for the fiscal first quarter were $88.1 million, an increase of 5% compared with $83.8 million a year ago. Currency did not have an impact in the quarter.

The following comparisons exclude the Boston Scientific supply agreement.

Peripheral Vascular net sales in the first quarter were $51.4 million compared to $47.1 million in the fiscal year 2016 first quarter. Vascular Access net sales in the first quarter were $25.0 million compared to $24.6 million a year ago. Oncology/Surgery net sales in the first quarter were $11.1

1

million compared to $11.3 million in the fiscal year 2016 first quarter. Overall U.S. net sales in the first quarter were $71.8 million compared to $68.4 million in the year ago first quarter. Overall International net sales in the first quarter were $15.7 million compared to $14.7 million a year ago.

In the first quarter of fiscal 2017 the Company recorded net income of $1.3 million, or $0.04 on a per share basis, driven by volume growth and continued margin improvement. The Company recorded a net loss of $0.8 million, or $0.02 on a per share basis, in the first quarter of fiscal 2016. Excluding the items shown in the attached quarterly non-GAAP reconciliation table, adjusted net income for the first quarter was $6.4 million, or $0.17 per share, compared to an adjusted net income of $4.0 million, or $0.11 per share, in the first quarter of fiscal 2016.

Adjusted EBITDA in the first quarter of fiscal 2017, excluding the items shown in the attached reconciliation table, was $14.9 million, or $0.40 per share, compared to $11.6 million, or $0.32 per share, in the first quarter of fiscal 2016.

In the first quarter of fiscal 2017, the Company generated $7.4 million in operating cash flow and $7.0 million in free cash flow. As of August 31, 2016, cash and cash equivalents were $37.4 million and gross debt was $118.9 million excluding the net impact of deferred financing costs.

“In addition to delivering solid financial performance in revenue and EPS, we continued to generate strong free cash flow in the first quarter,” said Michael Greiner, Chief Financial Officer of AngioDynamics. “Going forward we will remain focused on improving our operating performance and free cash flow generation.  By doing so, we will be able to support long-term value creation for our stakeholders by strategically investing in growth opportunities and further strengthening our balance sheet.”

Fiscal Year 2017 Financial Guidance
The Company announced its FY2017 guidance will remain unchanged, with net sales guidance of $355 million to $360 million and adjusted EPS of $0.62 to $0.65. The Company reiterated its FY2017 free cash flow guidance of greater than $30 million.

Conference Call
AngioDynamics will host a conference call today at 8:00am ET to discuss its first quarter results. To participate in the live call by telephone, please call 888-211-0353 and reference the Conference ID: 8618019. In addition, a live webcast and archived replay of the call will be available at investors.angiodynamics.com/events. To access the live webcast, please go to the website 15-minutes prior its start to register, download and install the necessary software.

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, AngioDynamics has reported net sales excluding a supply agreement; adjusted sales growth; adjusted EBITDA (income before interest, taxes, depreciation and

2

amortization); adjusted gross profit; adjusted net income and adjusted earnings per share. Additionally, this press release evaluates results on a constant currency basis. As a non-GAAP measure, constant currency excludes the impact of foreign currency exchange rate fluctuations. 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 AngioDynamics' performance over different periods. By using these non-GAAP measures, management believes that investors get a better picture of the performance of AngioDynamics' underlying business. Management encourages investors to review AngioDynamics' financial results prepared in accordance with GAAP to understand AngioDynamics' performance taking into account all relevant factors, including those that may only occur from time to time but have a material impact on AngioDynamics' financial results. Please see the tables that follow for a reconciliation of non-GAAP measures to measures prepared in accordance with GAAP.

About AngioDynamics
AngioDynamics Inc. is a leading provider of innovative, minimally invasive medical devices used by professional healthcare providers for vascular access, surgery, peripheral vascular disease and oncology. AngioDynamics' diverse product lines include market-leading ablation systems, fluid management systems, vascular access products, angiographic products and accessories, angioplasty products, drainage products, thrombolytic products and venous products. More information is available at AngioDynamics.com.

Trademarks
AngioDynamics, the AngioDynamics logo, BioFlo and NanoKnife are trademarks and/or registered trademarks of AngioDynamics Inc., an affiliate or a subsidiary.

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," "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

3

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, 2016. AngioDynamics does not assume any obligation to publicly update or revise any forward-looking statements for any reason.

In the United States, the NanoKnife System has received a 510(k) clearance by the Food and Drug Administration for use in the surgical ablation of soft tissue, and is similarly approved for commercialization in Canada, the European Union and Australia. The NanoKnife System has not been cleared for the treatment or therapy of a specific disease or condition.
4

ANGIODYNAMICS, INC. AND SUBSIDIARIES
           
CONSOLIDATED INCOME STATEMENTS
           
(in thousands, except per share data)
           
             
             
             
             
             
   
Three months ended
 
   
August 31,
   
August 31,
 
   
2016
   
2015
 
   
(unaudited)
 
             
Net sales
 
$
88,098
   
$
83,753
 
Cost of sales (exclusive of intangible amortization)
   
43,066
     
40,382
 
Gross profit
   
45,032
     
43,371
 
% of net sales
   51.1
%
   51.8
%
                 
Operating expenses
               
Research and development
   
6,709
     
6,129
 
Sales and marketing
   
19,488
     
21,200
 
General and administrative
   
8,168
     
7,914
 
Amortization of intangibles
   
4,235
     
4,415
 
Change in fair value of contingent consideration
   
443
     
355
 
Acquisition, restructuring and other items, net
   
2,417
     
2,143
 
Medical device excise tax
   
-
     
1,003
 
Total operating expenses
   
41,460
     
43,159
 
Operating  income (loss)
   
3,572
     
212
 
Other income (expense), net
   
(669
)
   
(917
)
Income (loss) before income taxes
   
2,903
     
(705
)
Income tax expense (benefit)
   
1,603
     
70
 
Net income (loss)
 
$
1,300
   
$
(775
)
                 
Earnings (loss) per share
               
Basic
 
$
0.04
   
$
(0.02
)
Diluted
 
$
0.04
   
$
(0.02
)
                 
Weighted average shares outstanding
               
Basic
   
36,319
     
35,960
 
Diluted
   
36,698
     
35,960
 
 
 

ANGIODYNAMICS, INC. AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATION
(in thousands, except per share data)
             
             
             
Reconciliation of Gross Profit to non-GAAP Adjusted Gross Profit
       
             
   
Three months ended
 
   
August 31,
   
August 31,
 
   
2016
   
2015
 
   
(unaudited)
 
             
Gross profit
 
$
45,032
   
$
43,371
 
                 
Recall expenses included in cost of sales
   
-
     
(27
)
Adjusted gross profit
 
$
45,032
   
$
43,344
 
Adjusted gross profit % of sales
  51.1
%
   51.8
%
                 
Reconciliation of Net Income to non-GAAP Adjusted Net Income:
         
                 
   
Three months ended
 
   
August 31,
   
August 31,
 
     2016      2015  
   
(unaudited)
 
                 
Net income (loss)
 
$
1,300
   
$
(775
)
                 
Recall expenses included in cost of sales
   
-
     
(27
)
Amortization of intangibles
   
4,235
     
4,415
 
Change in fair value of contingent consideration
   
443
     
355
 
Acquisition, restructuring and other items, net (1)
   
2,417
     
2,143
 
Tax effect of non-GAAP items (2)
   
(1,996
)
   
(2,155
)
Adjusted net income
 
$
6,399
   
$
3,956
 
                 
                 
Reconciliation of Diluted Earnings Per Share to non-GAAP Adjusted Diluted Earnings Per Share:
 
                 
   
Three months ended
 
   
August 31,
   
August 31,
 
    2016      2015  
   
(unaudited)
 
                 
Diluted earnings (loss) per share
 
$
0.04
   
$
(0.02
)
                 
Amortization of intangibles
   
0.11
     
0.12
 
Change in fair value of contingent consideration
   
0.01
     
0.01
 
Acquisition, restructuring and other items, net (1)
   
0.06
     
0.06
 
Tax effect of non-GAAP items (2)
   
(0.05
)
   
(0.06
)
Adjusted diluted earnings per share
 
$
0.17
   
$
0.11
 
                 
                 
Adjusted diluted sharecount
   
36,698
     
36,537
 
 
(1) Includes costs related to mergers and acquisition activities, integrations, restructurings, debt refinancings, litigation, and other items.
(2) Represents the net tax effect of non-GAAAP adjustments.
 
 

 
ANGIODYNAMICS, INC. AND SUBSIDIARIES
           
GAAP TO NON-GAAP RECONCILIATION (Continued)
           
(in thousands, except per share data)
           
             
             
             
Reconciliation of Net Income to EBITDA and Adjusted EBITDA:
           
             
   
Three months ended
 
   
August 31,
   
August 31,
 
   
2016
   
2015
 
   
(unaudited)
 
             
Net income (loss)
 
$
1,300
   
$
(775
)
                 
Income tax (expense) benefit
   
1,603
     
70
 
Other (income) expense, net
   
669
     
917
 
Depreciation and amortization
   
6,042
     
6,993
 
EBITDA
   
9,614
     
7,205
 
                 
Recall expenses included in cost of sales
   
-
     
(27
)
Change in fair value of contingent consideration
   
443
     
355
 
Acquisition, restructuring and other items, net (1,2)
   
2,417
     
1,766
 
Credit card fees
   
694
     
641
 
Stock-based compensation
   
1,684
     
1,626
 
Adjusted EBITDA
 
$
14,852
   
$
11,566
 
                 
Per diluted share:
               
EBITDA
 
$
0.26
   
$
0.20
 
Adjusted EBITDA
 
$
0.40
   
$
0.32
 
                 
                 
(1) Includes costs related to mergers and acquisition activities, integrations, restructurings, debt refinancings, litigation, and other items.
 
(2) Excludes depreciation expense captured in the depreciation and amortization component of the reconciliation.
 
                 
                 
 
 

 
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRELIMINARY NET SALES BY PRODUCT CATEGORY AND BY GEOGRAPHY
(unaudited in thousands)
                               
                               
                               
   
Three months ended
 
                     
Currency
   
Constant
 
   
August 31,
   
August 31,
   
%
   
Impact
   
Currency
 
   
2016
   
2015
   
Growth
   
(Pos) Neg
   
Growth
 
                               
Net Sales by Product Category
                             
Peripheral Vascular
 
$
51,409
   
$
47,106
     9%
 
           
Vascular Access
   
25,005
     
24,645
     1%
 
           
Oncology/Surgery
   
11,064
     
11,334
     -2%
 
           
Total Excluding Supply Agreement
   
87,478
     
83,085
    5%
 
  0%
 
  5%
 
Supply Agreement
   
620
     
668
     -7%
 
  0%
 
  -7%
 
Total
 
$
88,098
   
$
83,753
     5%
 
  0%
 
  5%
 
     
0
     
0
                         
                                         
Net Sales by Geography
                                       
United States
 
$
71,753
   
$
68,369
     5%
 
  0%
 
  5%
 
International
   
15,725
     
14,716
     7%
 
  1%
 
  8%
 
Supply Agreement
   
620
     
668
     -7%
 
  0%
 
  -7%
 
Total
 
$
88,098
   
$
83,753
     5%
 
  0%
 
  5%
 
 
 

 
ANGIODYNAMICS, INC. AND SUBSIDIARIES
           
CONSOLIDATED BALANCE SHEETS
           
(in thousands)
           
             
             
             
   
August 31,
   
May 31,
 
   
2016
   
2016
 
   
(unaudited)
   
(unaudited)
 
Assets
           
Current Assets
           
Cash and cash equivalents
 
$
37,411
   
$
32,333
 
Marketable securities
   
1,647
     
1,653
 
   Total cash and investments
   
39,058
     
33,986
 
                 
Accounts receivable, net
   
50,124
     
52,867
 
Inventories
   
58,274
     
55,370
 
Prepaid income taxes
   
568
     
788
 
Prepaid expenses and other
   
4,258
     
3,243
 
   Total current assets
   
152,282
     
146,254
 
                 
Property, plant and equipment, net
   
47,230
     
48,284
 
Other non-current assets
   
3,605
     
3,827
 
Intangible assets, net
   
162,342
     
166,577
 
Goodwill
   
361,252
     
361,252
 
   Total Assets
 
$
726,711
   
$
726,194
 
                 
Liabilities and Stockholders' Equity
               
Accounts payable
 
$
15,648
   
$
15,616
 
Accrued liabilities
   
19,214
     
21,896
 
Income taxes payable
   
16
     
46
 
Current portion of long-term debt
   
17,500
     
16,250
 
Current portion of contingent consideration
   
13,053
     
12,919
 
   Total current liabilities
   
65,431
     
66,727
 
Long-term debt, net of current portion
   
100,652
     
104,291
 
Deferred income taxes, long-term
   
23,246
     
21,684
 
Contingent consideration, net of current portion
   
23,565
     
25,356
 
Other long-term liabilities
   
1,100
     
908
 
   Total Liabilities
   
213,994
     
218,966
 
                 
Stockholders' equity
   
512,717
     
507,228
 
   Total Liabilities and Stockholders' Equity
 
$
726,711
   
$
726,194
 
 
 

ANGIODYNAMICS, INC. AND SUBSIDIARIES
           
CONSOLIDATED STATEMENTS OF CASH FLOWS
           
(in thousands)
           
             
             
             
   
Three months ended
 
   
August 31,
   
August 31,
 
   
2016
   
2015
 
   
(unaudited)
   
(unaudited)
 
             
Cash flows from operating activities:
           
 Net  income  (loss)
 
$
1,300
   
$
(775
)
 Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
Depreciation and amortization
   
6,153
     
7,113
 
Stock-based compensation
   
1,684
     
1,626
 
Change in fair value of contingent consideration
   
443
     
355
 
Fixed and intangible asset impairments and disposals
   
45
     
220
 
Deferred income taxes
   
1,565
     
(208
)
Change in accounts receivable allowance
   
(197
)
   
109
 
Other
   
18
     
(13
)
 Changes in operating assets and liabilities, net of acquisitions:
               
Receivables
   
2,822
     
5,925
 
Inventories
   
(3,049
)
   
(6,922
)
Prepaid and other assets
   
(869
)
   
(2,605
)
Accounts payable and accrued liabilities
   
(2,475
)
   
(126
)
 Net cash provided by (used in) operating activities
   
7,440
     
4,699
 
                 
 Cash flows from investing activities:
               
 Additions to property, plant and equipment
   
(481
)
   
(743
)
 Net cash provided by (used in) investing activities
   
(481
)
   
(743
)
                 
Cash flows from financing activities:
               
 Repayment of long-term debt
   
(2,500
)
   
(1,250
)
 Payment of Contingent Consideration
   
(2,100
)
   
(2,100
)
 Proceeds from exercise of stock options and ESPP
   
2,803
     
1,279
 
 Net cash provided by (used in) financing activities
   
(1,797
)
   
(2,071
)
                 
 Effect of exchange rate changes on cash
   
(84
)
   
(8
)
 Increase  (Decrease) in cash and cash equivalents
   
5,078
     
1,877
 
                 
Cash and cash equivalents
               
 Beginning of period
   
32,333
     
18,391
 
 End of period
 
$
37,411
   
$
20,268