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 1,
2007
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.)
|
|
603
Queensbury Avenue, Queensbury, New York
|
12804
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
(518)
798-1215
|
|
|
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2 (b))
|
|
o
|
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 1, 2007, AngioDynamics, Inc.
(the “Company”) issued a press release, a copy of which is attached as Exhibit
99.1, announcing its financial results for the first quarter of fiscal 2008,
which ended on August 31, 2007, and that it will hold a conference call
beginning at 4:30 p.m. Eastern time, which will also be webcast live, to discuss
the announcement.
The
information provided pursuant to
this Item 2.02 of this current report, including the information contained
in
Exhibit 99.1 is being furnished pursuant to such Item and shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that
Section.
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, 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 June 2, 2007, 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, 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
|
|
|
99.1
|
Press
Release dated October 1, 2007.
|
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 1, 2007
|
/s/
Joseph Gersuk
|
||
|
By:
|
Joseph
Gersuk
|
||
|
Chief
Financial Officer
|
|||
EXHIBIT
INDEX
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press
Release dated October 1, 2007.
|
EXHIBIT
99.1
|
Company
Contact:
|
Investor
Relations Contacts:
|
Media
Contact:
|
|
AngioDynamics,
Inc.
|
EVC
Group, Inc.
|
EVC
Group, Inc.
|
|
Joseph
Gersuk, CFO
|
Jennifer
Beugelmans/Doug Sherk
|
Steve
DiMattia
|
|
(800)
772-6446 x1608
|
(415)
896-6820
|
(646)
201-5445
|
|
jgersuk@AngioDynamics.com
|
jbeugelmans@evcgroup.com
|
sdimattia@evcgroup.com
|
|
dsherk@evcgroup.com
|
AngioDynamics
Reports Strong Fiscal First Quarter Financial Results
|
·
|
Company
Generates 85% Sales
Growth
|
|
·
|
Operating
Income Increases 93%
|
|
·
|
Net
Income Grows 25% to $2.4 Million or $0.10 Per
Share
|
|
·
|
Adjusted
(Non GAAP) Income Increases 158% to $6.1 Million or $0.25 Per
Share
|
|
·
|
Fiscal
2008 Guidance
Reaffirmed
|
QUEENSBURY,
N.Y. Oct. 1, 2007—AngioDynamics (NASDAQ: ANGO), a leading provider of
innovative medical devices used by interventional radiologists and surgeons
for
the minimally invasive treatment of peripheral vascular disease and cancer,
today reported financial results for the first quarter of fiscal 2008, which
ended on August 31, 2007.
For
the first fiscal quarter, the Company reported $37.5 million in net sales,
an
85% increase over the $20.3 million reported for the first quarter of fiscal
2007. Operating income rose 93% to $3.5 million from $1.8 million for
the same period of the prior fiscal year. First quarter net income
increased 25% to $2.4 million from $1.9 million, while GAAP EPS decreased to
$0.10 per share from $0.12 per share due to the 53% increase in diluted shares
outstanding primarily related to the January 2007 acquisition of RITA Medical
Systems.
AngioDynamics
products constituted $23.3 million of first quarter net sales and RITA Medical
products constituted $14.2 million. AngioDynamics product sales grew
15% in the first quarter compared with the first quarter of fiscal 2007. On
a
pro forma basis, RITA Medical sales grew 7% in the first quarter versus the
comparable period a year ago.
“The
year is off to an excellent start and we are delighted to reaffirm our outlook
for a strong fiscal 2008,” said Eamonn P. Hobbs, president and chief executive
officer. “While the first quarter is typically our lowest sales
quarter of the fiscal year, our core AngioDynamics product lines generated
healthy organic growth. Morpheus® CT PICC and insertion kits, the
recently launched Profiler™ balloon catheters and VenaCure® products performed
particularly well during the first quarter. In addition, on a pro
forma basis, we doubled the sales of LC Bead embolization products as compared
to last year’s first quarter and the Habib™ sealer sales growth was particularly
impressive. We successfully launched our NeverTouch™ VenaCure®
product line to treat venous disease. The fact that our venous
products grew on a year over year basis, yet represented only seven percent
of
our total revenue as compared to a year ago, attests to the strengths of our
broad product line.”
“We
were also quite active and productive on the product development front,”
continued Mr. Hobbs. “During the quarter, we launched into the
oncology market the UniBlate™, a scalable, single-needle radio frequency
ablation electrode used to
coagulate lesions during percutaneous, laparoscopic, and intraoperative surgical
procedures. We also finalized production plans to ensure our
ability to provide our venous product line customers with uninterrupted supply
regardless of the outcome of pending litigation. Our exciting
Irreversible Electroporation (IRE) development program with Oncobionic continues
to progress on schedule. Several peer review articles on the
technology, including the first verification of data by an independent research
team, have been published recently. We remain on schedule to have the
first human cases performed in this calendar year.”
First
Quarter Highlights
|
·
|
Grew
interventional product
sales by 43% to
$28.9
million
|
|
·
|
Achieved
$8.6 million in oncology
product sales representing 20% proforma
growth
|
|
·
|
Accelerated
successful launch and shipment of NeverTouch™ VenaCure
product
|
|
·
|
Successfully
launched the RITA® UniBlate, a scalable, single-needle RF ablation
electrode for small tumor treatment
|
|
·
|
Continued
execution of RITA Medical integration plan, which is expected to
yield $9
million in cost savings from the RITA Medical operations in fiscal
2008
|
|
·
|
Promoted
William Appling to senior vice president of R&D; Sean Morris to vice
president of marketing and Mark Ortiz to vice president of IRE business
development
|
Fiscal
2008 Guidance
The
Company affirmed its outlook for fiscal 2008:
|
·
|
Net
sales in the range of $170- $175
million
|
|
·
|
Approximately
45% of sales expected during the first half of the fiscal year and
55% of
sales expected during the second half of the fiscal year; first quarter
expected to be lowest sales quarter
|
|
·
|
Gross
profit margin in the range of
61-62%
|
|
·
|
GAAP
operating income in the range of $20-$22
million
|
|
·
|
GAAP
EPS in the range of $0.56 - $0.60
|
|
·
|
Non-GAAP
income of at least $30 million. Non-GAAP income excludes
stock-based compensation, amortization of intangibles and includes
the
cash benefit from the use of NOLs.
|
Conference
Call Information
AngioDynamics
management will host a conference call to discuss this announcement today
beginning at 4:30 p.m. Eastern time. To participate in the call, please dial
(888) 679-8038 from the U.S. or (617) 213-4850 from outside the U.S. Please
enter passcode 99830939.
A
telephone replay of the call will be available from 6:30 p.m. Eastern time
today
through 11:59 p.m. Eastern time on October 8, 2007 by dialing (888) 286-8010
from the U.S. or (617) 801-6888 from outside the U.S., and entering the passcode
48003479.
In
addition, individuals can listen to the call on the Internet by visiting the
investor relations portion of the Company's Web site at: www.angiodynamics.com.
A recording of the conference call will be archived there for 12
months.
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
the
Company's 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 adjusted income and adjusted EPS. Adjusted income and adjusted
EPS excludes certain expenses relating to the acquisition of RITA Medical,
stock-based compensation expense, and includes the cash benefit from the use
of
acquired net operating losses, and assumed taxes on income where
applicable. 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, particularly when comparing this period to periods
in
which the Company did not incur any expenses relating to these activities or
items. 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
GAAP to non-GAAP measures.
Safe
Harbor
The
statements made in this document include forward-looking statements intended
to
qualify for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. Words such as "expects," "reaffirms,"
"anticipates," "plans," "believes," "estimates," or variations of such words
and
similar expressions, are intended to identify such forward-looking statements.
Investors are cautioned that actual events or results may differ from the
Company's expectations. 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,
the
effects on pricing from group purchasing organizations and competition, as
well
as the risk factors listed from time to time in the SEC filings of
AngioDynamics, including but not limited to its Annual Report on Form 10-K
for
the year ended June 2, 2007, may affect the actual results achieved by the
Company.
About
AngioDynamics
AngioDynamics
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 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.
(Tables
to Follow)
|
ANGIODYNAMICS,
INC. AND
SUBSIDIARIES
|
||||||||
|
CONSOLIDATED
INCOME
STATEMENTS
|
||||||||
|
(in
thousands, except per
share data)
|
||||||||
|
Three
months
ended
|
||||||||
|
Aug
31,
|
Sep
2,
|
|||||||
|
2007
|
2006
|
|||||||
|
(unaudited)
|
||||||||
|
Net
Sales
|
$ |
37,526
|
$ |
20,265
|
||||
|
Cost
of sales
(1)
|
15,025
|
8,339
|
||||||
|
Gross
Profit
|
22,501
|
11,926
|
||||||
|
%
of Net
Sales
|
60.0 | % | 58.9 | % | ||||
|
Operating
Expenses
|
||||||||
|
Research
and
development (1)
|
2,711
|
1,627
|
||||||
|
Sales
and
marketing (1)
|
10,549
|
5,730
|
||||||
|
General
and
administrative (1)
|
4,132
|
2,715
|
||||||
|
Amortization
of
purchased intangibles
|
1,588
|
31
|
||||||
|
Total
operating
expenses
|
18,980
|
10,103
|
||||||
|
Operating
Income
|
3,521
|
1,823
|
||||||
|
Other
income,
net
|
288
|
1,169
|
||||||
|
Income
before income
taxes
|
3,809
|
2,992
|
||||||
|
Provision
for income
taxes
|
1,429
|
1,094
|
||||||
|
Net
Income
|
$ |
2,380
|
$ |
1,898
|
||||
|
Earnings
per common
share
|
||||||||
|
Basic
|
$ |
0.10
|
$ |
0.12
|
||||
|
Diluted
|
$ |
0.10
|
$ |
0.12
|
||||
|
Weighted
average common
shares
|
||||||||
|
Basic
|
23,969
|
15,500
|
||||||
|
Diluted
|
24,244
|
15,852
|
||||||
|
ANGIODYNAMICS,
INC. AND
SUBSIDIARIES
|
||||||||
|
CONSOLIDATED
INCOME
STATEMENTS
|
||||||||
|
(in
thousands, except per share
data)
|
||||||||
|
Three
months
ended
|
||||||||
|
Aug
31,
|
Sep
2,
|
|||||||
|
2007
|
2006
|
|||||||
|
(unaudited)
|
||||||||
|
(1)
Includes stock-based
compensation charges of:
|
||||||||
|
Cost
of sales
|
$ |
153
|
$ |
89
|
||||
|
Research
and
development
|
190
|
124
|
||||||
|
Sales
and
marketing
|
325
|
154
|
||||||
|
General
and
administrative
|
543
|
276
|
||||||
|
Total
stock-based
compensation
|
1,211
|
643
|
||||||
|
Less:
tax
benefit
|
(454 | ) | (221 | ) | ||||
|
Net
stock-based
compensation
|
$ |
757
|
$ |
422
|
||||
|
Reconciliation
of Net Income to
non-GAAP adjusted income:
|
||||||||
|
Net
Income
|
$ |
2,380
|
$ |
1,898
|
||||
|
Stock-based
compensation
|
1,211
|
643
|
||||||
|
Amortization
of purchased
intangibles
|
1,588
|
31
|
||||||
|
Cash
benefit from use of
NOL's
|
1,330
|
-
|
||||||
|
Adjusted
income before
taxes
|
6,509
|
2,572
|
||||||
|
Effect
of income
taxes
|
(454 | ) | (221 | ) | ||||
|
Adjusted
income
|
$ |
6,055
|
$ |
2,351
|
||||
|
Adjusted
income per common
share
|
||||||||
|
Basic
|
$ |
0.25
|
$ |
0.15
|
||||
|
Diluted
|
$ |
0.25
|
$ |
0.15
|
||||
|
Weighted
average common
shares
|
||||||||
|
Basic
|
23,969
|
15,500
|
||||||
|
Diluted
|
24,244
|
15,852
|
||||||
|
ANGIODYNAMICS,
INC. AND
SUBSIDIARIES
|
||||||||
|
NET
SALES BY PRODUCT CATEGORY AND
BY GEOGRAPHY
|
||||||||
|
(in
thousands)
|
||||||||
|
Three
months
ended
|
||||||||
|
Aug
31,
|
Sep
2,
|
|||||||
|
2007
|
2006
|
|||||||
|
(unaudited)
|
||||||||
|
Net
Sales by Product
Category
|
||||||||
|
Interventional
Products
|
$ |
28,903
|
$ |
20,265
|
||||
|
Oncology
Products
|
8,623
|
-
|
||||||
|
Total
|
$ |
37,526
|
$ |
20,265
|
||||
|
Net
Sales by
Geography
|
||||||||
|
United
States
|
$ |
34,007
|
$ |
19,559
|
||||
|
International
|
3,519
|
706
|
||||||
|
Total
|
$ |
37,526
|
$ |
20,265
|
||||
|
ANGIODYNAMICS,
INC. AND
SUBSIDIARIES
|
|||||||||
|
CONSOLIDATED
BALANCE
SHEETS
|
|||||||||
|
(in
thousands)
|
|||||||||
|
Aug
31,
|
Jun
2,
|
||||||||
|
2007
|
2007
|
||||||||
|
(unaudited)
|
(2)
|
||||||||
|
Assets
|
|||||||||
|
Current
Assets
|
|||||||||
|
Cash
and cash
equivalents
|
$ 23,426
|
$ 28,313
|
|||||||
|
Restricted
cash
|
1,284
|
1,786
|
|||||||
|
Marketable
securities
|
46,167
|
43,191
|
|||||||
|
Total
cash and
investments
|
70,877
|
73,290
|
|||||||
|
Receivables,
net
|
19,686
|
20,798
|
|||||||
|
Inventories,
net
|
30,754
|
28,569
|
|||||||
|
Deferred
income
taxes
|
2,276
|
2,247
|
|||||||
|
Other
current
assets
|
3,066
|
2,957
|
|||||||
|
Total
current
assets
|
126,659
|
127,861
|
|||||||
|
Property,
plant & equipment,
net
|
18,882
|
16,832
|
|||||||
|
Intangible
assets,
net
|
48,655
|
49,148
|
|||||||
|
Goodwill
|
154,341
|
153,787
|
|||||||
|
Deferred
income
taxes
|
28,280
|
29,289
|
|||||||
|
Other
non-current
assets
|
8,223
|
6,364
|
|||||||
|
Total
Assets
|
$ 385,040
|
$ 383,281
|
|||||||
|
Liabilities
and Stockholders'
Equity
|
|||||||||
|
Current
portion of long-term
debt
|
$ 9,950
|
$ 315
|
|||||||
|
Litigation
provision
|
9,910
|
9,790
|
|||||||
|
Other
current
liabilities
|
17,402
|
20,103
|
|||||||
|
Long-term
debt, net of current
portion
|
7,410
|
17,115
|
|||||||
|
Total
Liabilities
|
44,672
|
47,323
|
|||||||
|
Stockholders'
equity
|
340,368
|
335,958
|
|||||||
|
Total
Liabilities and Stockholders' Equity
|
$ 385,040
|
$ 383,281
|
|||||||
|
Shares
outstanding
|
24,015
|
23,962
|
|||||||
|
(2)
|
Derived
from audited financial
statements
|
||||||||
|
ANGIODYNAMICS,
INC. AND
SUBSIDIARIES
|
||||||||
|
CONSOLIDATED
STATEMENT OF CASH
FLOWS
|
||||||||
|
(dollars
in
thousands)
|
||||||||
|
Three
months
ended
|
||||||||
|
Aug
31,
|
Sep
2,
|
|||||||
|
2007
|
2006
|
|||||||
|
(unaudited)
|
(unaudited)
|
|||||||
|
Cash
flows from operating
activities:
|
||||||||
|
Net
income
|
2,380
|
1,898
|
||||||
|
Depreciation
and
amortization
|
2,092
|
312
|
||||||
|
Tax
benefit from exercise of
stock options
|
76
|
24
|
||||||
|
Deferred
income
taxes
|
981
|
(132 | ) | |||||
|
Stock-based
compensation
|
1,211
|
643
|
||||||
|
Other
|
(188 | ) | (122 | ) | ||||
|
Changes
in operating assets
and liabilities
|
||||||||
|
Accounts
receivable
|
965
|
1,313
|
||||||
|
Inventories
|
(2,316 | ) | (2,453 | ) | ||||
|
Accounts
payable and accrued
liabilities
|
(2,829 | ) | (2,019 | ) | ||||
|
Other
|
(1,868 | ) |
1,114
|
|||||
|
Net
cash provided by
operating activities
|
504
|
578
|
||||||
|
Cash
flows from investing
activities:
|
||||||||
|
Additions
to property, plant
and equipment
|
(2,604 | ) | (90 | ) | ||||
|
Acquisition
of intangible
assets
|
(1,193 | ) | (1,500 | ) | ||||
|
Decrease
in restricted
cash
|
502
|
-
|
||||||
|
Purchases
of marketable
securities, net
|
(2,768 | ) |
7,516
|
|||||
|
Net
cash (used in) provided
by investing activities
|
(6,063 | ) |
5,926
|
|||||
|
Cash
flows from financing
activities:
|
||||||||
|
Repayment
of long-term
debt
|
(70 | ) | (45 | ) | ||||
|
Payments
related to issuance
of common stock
|
-
|
(329 | ) | |||||
|
Proceeds
from exercise of
stock options and ESPP
|
738
|
385
|
||||||
|
Tax
benefit from exercise of
stock options
|
4
|
229
|
||||||
|
Net
cash provided by
financing activities
|
672
|
240
|
||||||
|
Increase
(decrease) in cash
and equivalents
|
(4,887 | ) |
6,744
|
|||||
|
Cash
and cash
equivalents
|
||||||||
|
Beginning
of
period
|
28,313
|
64,042
|
||||||
|
End
of
period
|
23,426
|
70,786
|
||||||