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 8, 2013
AngioDynamics, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-50761
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11-3146460
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(State or Other Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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14 Plaza Drive, Latham, New York 12110
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(Address of Principal Executive Offices) (Zip Code)
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(518) 795-1400
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(Registrant’s telephone number, including area code)
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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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Item 2.02 – Results of Operations and Financial Condition.
On April 8, 2013, AngioDynamics, Inc. (the “Company”) issued a press release announcing financial results for the fiscal 2013 third quarter ended February 28, 2013.
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,” “optimistic,” “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, 2012, 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 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.
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Exhibit No.
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Description
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99.1
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Press Release dated April 8, 2013.
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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.
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ANGIODYNAMICS, INC.
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(Registrant)
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Date: April 8, 2013
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By:
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/s/ Stephen A. Trowbridge
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Stephen A. Trowbridge
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Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release dated April 8, 2013.
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FOR IMMEDIATE RELEASE
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Company Contact:
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Investor Relations Contacts:
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Media Contact:
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AngioDynamics Inc.
Mark Frost, CFO
(800) 772-6446 x1981
mfrost@AngioDynamics.com
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EVC Group, Inc.
Greg Gin/Robert Jones
(646) 445-4801; (646) 201-5447
ggin@evcgroup.com;
bjones@evcgroup.com |
EVC Group, Inc.
Chris Gale
(646) 201-5431
cgale@evcgroup.com
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AngioDynamics Reports Fiscal 2013 Third Quarter Financial Results
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·
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Net sales of $81.6 million
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·
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GAAP net loss of $0.03 per share; Adjusted (Non-GAAP) net income of $0.08 per share
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·
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Adjusted EBITDA of $12.7 million, or $0.37 per share; 54% growth over Q3 FY12
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·
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Operating cash flow of $10 million versus $6.8 million in prior year
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ALBANY, N.Y., (April 8, 2013) – AngioDynamics (NASDAQ: ANGO), a leading provider of innovative, minimally invasive medical devices for vascular access, surgery, peripheral vascular disease and oncology, today reported financial results for the fiscal 2013 third quarter and nine months ended February 28, 2013. Net sales for the third quarter were $81.6 million, compared to $51.6 million reported for the third quarter of fiscal 2012. The Company reported a GAAP net loss of $0.03 per share and adjusted earnings per share of $0.08.
“We had a very challenging sales quarter,” said Joseph M. DeVivo, President and Chief Executive Officer. “Our U.S. Sales organization is still managing the effects of significant change while re-establishing positive momentum in our business. Third quarter sales were in line with our reduced expectations, while we continued to execute operationally, generating higher profitability than our revised expectations by successfully delivering cash improvements and cost savings. We remain confident in our business model, and are encouraged by positive movement, including converting several large PICC accounts to BioFlo, selling NanoKnife generators to European Urologists, generating ahead of plan AngioVac sales, recognizing our first U.S. Microsulis sales and executing a U.S. sole-source IDN agreement potentially worth more than $2 million annually. We firmly believe our acquisitions and investments position us to become a more competitive force in the markets we serve, and are committed to delivering top and bottom line growth for our investors.”
Q3 FY13 Financial Results
Net sales for the third quarter were $81.6 million, compared to the $51.6 million reported a year ago. On a pro forma basis, which includes sales from Navilyst Medical and excludes sales from LC Beads, net sales for the third quarter decreased 2% compared to prior year pro forma net sales of $83.4 million. On a pro forma basis, Vascular net sales in the third quarter decreased 4% to $69 million compared to $72 million in the prior year period, and Oncology/Surgery net sales increased 10% to $10.4 million from $9.5 million a year ago. Pro forma net sales in the U.S. decreased 5% to $65.9 million from $69.1 million in the prior year period, and International pro forma net sales increased
1
10% to $15.7 million from $14.3 million a year ago.
The Company narrowed its net loss in the third quarter to $1 million, or $0.03 per share, compared to a net loss of $1.8 million, or $0.07 per share, a year ago. Excluding the items shown in the attached quarterly non-GAAP reconciliation table, adjusted net income was $2.8 million, or $0.08 per share, compared to $1.2 million, or $0.05 per share, a year ago. The year-over-year increase in adjusted net income was due to the Company’s ongoing cost reduction initiatives and a reduction of accrued incentive compensation during the third quarter based on the Company’s financial performance, which partially offset the lower than expected sales level. Diluted average shares outstanding increased to 35.3 million in the quarter from 25.1 million in the prior year period due to the additional shares issued in conjunction with the Navilyst Medical acquisition.
Third quarter EBITDA grew to $6.5 million, or $0.19 per share, compared to $0.4 million, or $0.02 per share, a year ago. Adjusted EBITDA, excluding the items shown in the attached reconciliation table, increased to $12.7 million, or $0.37 per share, in the third quarter compared to $6.1 million, or $0.24 per share, a year ago.
During the third quarter, operating cash flow improved to $10 million compared to $6.8 million in the prior year quarter. At February 28, 2013, cash and investments were $18.8 million, and debt was $144.4 million.
Select Operational Highlights
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·
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In February, AngioDynamics completed the acquisition of certain assets of Microsulis Medical Ltd., including the Acculis MTA microwave ablation system. The system utilizes a single, high-power, high-frequency 2.45 GHz saline-cooled applicator that may provide advantages to clinicians and patients, including faster ablation of soft tissue. During the quarter, the Company recognized its first Microsulis sales in the U.S.
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·
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During the quarter, AngioDynamics executed a sole source contract with a leading IDN to provide vascular access products including ports and peripherally inserted central catheters (PICCs) to their members.
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Year-to-Date Financial Results
For the nine months ended February 28, 2013, net sales were $252 million, a 54% increase over the $164.1 million reported a year ago and flat on a pro forma basis. Net income was $0.3 million, or $0.01 per share, compared to net income of $1.9 million, or $0.08 per share, as reported a year ago. Adjusted net income, excluding costs relating to the Navilyst Medical acquisition, as well as other costs detailed in the attached reconciliation table, was $9.9 million, or $0.28 per share, compared to $4.7 million, or $0.19 per share, a year ago. Adjusted EBITDA was $39.7 million, or $1.12 per share, compared to $19.4 million, or $0.77 per share, a year ago.
2
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Fiscal 2013 Guidance
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Adjusted
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Non-GAAP
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Sales ($ in mils.) (a)
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337 – 341
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EBITDA ($ in mils.) (b) (c)
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50 – 52
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EPS ($) (d)
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0.32 – 0.35
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a) Fiscal Year 2012 pro forma combined sales excluding LC Beads were $344.3 million.
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b) Adjusted result reflects an estimated $16 million in acquisition-related and restructuring costs, which include amortization of inventory basis step-up, accelerated asset depreciation, transaction-related professional fees, employment severance costs, our QCTA program, the closure of the U.K. manufacturing facility, and an impairment charge associated with a discontinued product offering.
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c) $16 million in amortization, $8 million in depreciation, and $2 million in purchase accounting expenses related to Vortex Medical and Microsulis acquisitions are excluded.
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(d) Approximately 36 million diluted shares outstanding and a 37% tax rate.
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Conference Call
AngioDynamics will host a conference call today at 4:30 p.m. Eastern Time to discuss its third quarter results. To participate in the live call, please dial 1-877-941-8609. In addition, a live webcast and archived replay of the call will be available at http://investors.angiodynamics.com. To access the live webcast, please go to the website 15 minutes prior to 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 pro forma sales growth, sales on a constant currency basis, EBITDA (income before interest, taxes, depreciation and amortization), adjusted EBITDA, adjusted net income and adjusted earnings 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 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.
3
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 www.AngioDynamics.com.
Trademarks
AngioDynamics, the AngioDynamics logo, AngioVac, Acculis, NanoKnife and BioFlo 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, 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, 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, including Navilyst Medical and its products, R&D capabilities, infrastructure and employees 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, 2012. AngioDynamics does not assume any obligation to publicly update or revise any forward-looking statements for any reason.
4
ANGIODYNAMICS, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(in thousands, except per share data)
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Three months ended
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Nine months ended
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|||||||||
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Feb 28,
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Feb 29,
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Feb 28,
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Feb 29,
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|||||||
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2013
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2012
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2013
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2012
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|||||||
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(unaudited)
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(unaudited)
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|||||||||
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Net sales
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$ 81,571
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$ 51,567
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$ 251,994
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$ 164,097
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||||||
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Cost of sales
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||||||||||
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Acquired inventory step-up
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400
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-
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3,845
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-
|
||||||
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Quality call to action
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38
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912
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850
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912
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||||||
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Other cost of sales
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39,932
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21,241
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122,552
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68,395
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||||||
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Total cost of sales
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40,370
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22,153
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127,247
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69,307
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||||||
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Gross profit
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41,201
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29,414
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124,747
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94,790
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||||||
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% of net sales
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50.5%
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57.0%
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49.5%
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57.8%
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||||||
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Operating expenses
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||||||||||
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Research and development
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5,793
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4,574
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19,881
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15,289
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||||||
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Sales and marketing
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18,520
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15,802
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55,734
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47,958
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||||||
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General and administrative
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6,046
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4,434
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19,854
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13,371
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||||||
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Amortization of intangibles
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4,314
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2,320
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11,961
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6,914
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||||||
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Medical device tax
|
683
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-
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683
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-
|
||||||
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Change in fair value of contingent consideration
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630
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-
|
827
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-
|
||||||
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Acquisition and other non-recurring
|
5,157
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5,041
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9,943
|
7,372
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||||||
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Total operating expenses
|
41,143
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32,171
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118,883
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90,904
|
||||||
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Operating income (loss)
|
58
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(2,757)
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5,864
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3,886
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||||||
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Other income (expense), net
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(1,879)
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(123)
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(5,707)
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(1,094)
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||||||
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Income (loss) before income taxes
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(1,821)
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(2,880)
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157
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2,792
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||||||
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Provision for (benefit from) income taxes
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(829)
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(1,112)
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(99)
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858
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||||||
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Net income (loss)
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$ (992)
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$ (1,768)
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$ 256
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$ 1,934
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||||||
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Earnings (loss) per common share
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||||||||||
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Basic
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$ (0.03)
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$ (0.07)
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$ 0.01
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$ 0.08
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||||||
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Diluted
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$ (0.03)
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$ (0.07)
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$ 0.01
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$ 0.08
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||||||
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Weighted average common shares
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||||||||||
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Basic
|
34,834
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25,129
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34,787
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25,114
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||||||
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Diluted
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34,834
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25,129
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35,315
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25,289
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||||||
5
ANGIODYNAMICS, INC. AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATION
(in thousands, except per share data)
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Reconciliation of Net Income to non-GAAP Adjusted Net Income:
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|||||||||||
|
Three months ended
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Nine months ended
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||||||||||
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Feb 28,
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Feb 29,
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Feb 28,
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Feb 29,
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||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||
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(unaudited)
|
(unaudited)
|
||||||||||
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Net income (loss)
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$ (992)
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$ (1,768)
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$ 256
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$ 1,934
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|||||||
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After tax:
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|||||||||||
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Acquisition and other non-recurring (1)
|
3,110
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2,561
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6,158
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3,941
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|||||||
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Quality Call to Action Program (2)
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24
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579
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540
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579
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|||||||
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Inventory step-up (3)
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254
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-
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2,442
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-
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|||||||
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Product recalls (4)
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-
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290
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-
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1,157
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|||||||
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Contingent earn out valuation (5)
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400
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-
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525
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-
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|||||||
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LC Beads contribution (6)
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-
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(474)
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-
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(2,885)
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|||||||
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Adjusted net income
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$ 2,797
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$ 1,188
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$ 9,920
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$ 4,726
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|||||||
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Reconciliation of Diluted Earnings Per Share to non-GAAP Adjusted Diluted Earnings Per Share:
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|||||||||||
|
Three months ended
|
Nine months ended
|
||||||||||
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Feb 28,
|
Feb 29,
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Feb 28,
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Feb 29,
|
||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||
|
(unaudited)
|
(unaudited)
|
||||||||||
|
Diluted earnings (loss) per share
|
$ (0.03)
|
$ (0.07)
|
$ 0.01
|
$ 0.08
|
|||||||
|
After tax:
|
|||||||||||
|
Acquisition and other non-recurring (1)
|
0.09
|
0.10
|
0.17
|
0.16
|
|||||||
|
Quality Call to Action Program (2)
|
0.00
|
0.02
|
0.02
|
0.02
|
|||||||
|
Inventory step-up (3)
|
0.01
|
-
|
0.07
|
-
|
|||||||
|
Product recalls (4)
|
-
|
0.01
|
-
|
0.05
|
|||||||
|
Contingent earn out valuation (5)
|
0.01
|
-
|
0.01
|
-
|
|||||||
|
LC Beads contribution (6)
|
-
|
(0.02)
|
-
|
(0.11)
|
|||||||
|
Adjusted diluted earnings per share
|
$ 0.08
|
*
|
$ 0.05
|
$ 0.28
|
*
|
$ 0.19
|
|||||
|
* Does not sum due to rounding
|
|||||||||||
|
(1)
|
Includes costs relating to acquisitions, debt financing, business restructuring and executive transitions, and a program to close a manufacturing facility in the U.K.
|
||||||||||
|
(2)
|
Direct costs of implementing a comprehensive Quality Call to Action program to review and augment the quality management systems at our Queensbury and Fremont facilities.
|
||||||||||
|
(3)
|
Amortization of basis step-up of acquired Navilyst inventory.
|
||||||||||
|
(4)
|
Costs attributable to voluntary product recalls.
|
||||||||||
|
(5)
|
Impact of revaluation of contingent earn outs related to acquisitions
|
||||||||||
|
(6)
|
Reflects estimated contribution of LC Beads distribution contract which expired on December 31, 2011.
|
||||||||||
6
ANGIODYNAMICS, INC. AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATION
(in thousands, except per share data)
|
Reconciliation of Net Income to EBITDA and Adjusted EBITDA:
|
|||||||||||
|
Three months ended
|
Nine months ended
|
||||||||||
|
Feb 28,
|
Feb 29,
|
Feb 28,
|
Feb 29,
|
||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||
|
(unaudited)
|
(unaudited)
|
||||||||||
|
Net income (loss)
|
$ (992)
|
$ (1,768)
|
$ 256
|
$ 1,934
|
|||||||
|
Provision for (benefit from) income taxes
|
(829)
|
(1,112)
|
(99)
|
858
|
|||||||
|
Other income (expense), net
|
1,879
|
123
|
5,707
|
1,094
|
|||||||
|
Amortization of intangibles
|
4,314
|
2,320
|
11,961
|
6,914
|
|||||||
|
Depreciation
|
2,126
|
868
|
6,419
|
3,048
|
|||||||
|
EBITDA
|
6,498
|
431
|
24,244
|
13,848
|
|||||||
|
Acquisition and other non-recurring (1)
|
5,157
|
5,041
|
9,943
|
7,372
|
|||||||
|
Quality Call to Action Program (2)
|
38
|
912
|
850
|
912
|
|||||||
|
Inventory step-up (3)
|
400
|
-
|
3,845
|
-
|
|||||||
|
Product recalls (4)
|
-
|
457
|
-
|
1,822
|
|||||||
|
Contingent earn out revaluation (5)
|
630
|
-
|
827
|
-
|
|||||||
|
LC Beads contribution (6)
|
-
|
(747)
|
-
|
(4,544)
|
|||||||
|
Adjusted EBITDA
|
$ 12,723
|
$ 6,094
|
$ 39,709
|
$ 19,410
|
|||||||
|
EBITDA per common share
|
|||||||||||
|
Assumes Diluted
|
$ 0.19
|
$ 0.02
|
$ 0.69
|
$ 0.55
|
|||||||
|
Adjusted EBITDA per common share
|
|||||||||||
|
Assumes Diluted
|
$ 0.37
|
$ 0.24
|
$ 1.12
|
$ 0.77
|
|||||||
|
Reconciliation of Operating Income to non-GAAP Adjusted Operating Income:
|
|||||||||||
|
Three months ended
|
Nine months ended
|
||||||||||
|
Feb 28,
|
Feb 29,
|
Feb 28,
|
Feb 29,
|
||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||
|
(unaudited)
|
(unaudited)
|
||||||||||
|
Operating income (loss)
|
$ 58
|
$ (2,757)
|
$ 5,864
|
$ 3,886
|
|||||||
|
Acquisition and other non-recurring (1)
|
5,157
|
5,041
|
9,943
|
7,372
|
|||||||
|
Quality Call to Action Program (2)
|
38
|
912
|
850
|
912
|
|||||||
|
Inventory step-up (3)
|
400
|
-
|
3,845
|
-
|
|||||||
|
Product recalls (4)
|
-
|
457
|
-
|
1,822
|
|||||||
|
Contingent earn out revaluation (5)
|
630
|
-
|
827
|
-
|
|||||||
|
LC Beads contribution (6)
|
-
|
(747)
|
-
|
(4,544)
|
|||||||
|
Adjusted Operating income
|
$ 6,283
|
$ 2,906
|
$ 21,329
|
$ 9,448
|
|||||||
|
(1)
|
Includes costs relating to acquisitions, debt financing, business restructuring and executive transitions, and a program to close a manufacturing facility in the U.K.
|
||||||||||
|
(2)
|
Direct costs of implementing a comprehensive Quality Call to Action program to review and augment the quality management systems at our Queensbury and Fremont facilities.
|
||||||||||
|
(3)
|
Amortization of basis step-up of acquired Navilyst inventory.
|
||||||||||
|
(4)
|
Costs attributable to voluntary product recalls.
|
||||||||||
|
(5)
|
Impact of revaluation of contingent earn outs related to acquisitions
|
||||||||||
|
(6)
|
Reflects estimated contribution of LC Beads distribution contract which expired on December 31, 2011.
|
||||||||||
7
ANGIODYNAMICS, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT NON GAAP RECONCILIATION
FOR THE QUARTER ENDED FEBRUARY 28, 2013
(in thousands, except per share data)
(Unaudited)
|
|
|||||||||||
|
Quality
|
Acquisition
|
Severance/
|
|||||||||
|
GAAP
|
Control
|
Related
|
Restructuring
|
Other
|
NON GAAP
|
||||||
|
Results
|
Initiative
|
Costs
|
Costs
|
Items, Net |
|
Results
|
|||||
|
|
|
||||||||||
|
Net sales
|
$ 81,571
|
$ 81,571
|
|||||||||
|
Cost of sales
|
40,370
|
(38)
|
(400)
|
39,932
|
|||||||
|
Gross profit
|
41,201
|
38
|
400
|
-
|
-
|
41,639
|
|||||
|
% of net sales
|
50.5%
|
51.0%
|
|||||||||
|
Operating expenses
|
|||||||||||
|
Research and development
|
5,793
|
5,793
|
|||||||||
|
Sales and marketing
|
18,520
|
18,520
|
|||||||||
|
General and administrative
|
6,046
|
6,046
|
|||||||||
|
Amortization of intangibles
|
4,314
|
4,314
|
|||||||||
|
Medical Device tax
|
683
|
683
|
|||||||||
|
Contingent earn out revaluation
|
630
|
(630)
|
-
|
||||||||
|
Acquisition and other non-recurring
|
5,157
|
(928)
|
(1,578)
|
(2,651)
|
-
|
||||||
|
Total operating expenses
|
41,143
|
-
|
(1,558)
|
(1,578)
|
(2,651)
|
35,356
|
|||||
|
Operating income
|
58
|
38
|
1,958
|
1,578
|
2,651
|
6,283
|
|||||
|
Other income (expense), net
|
(1,879)
|
(1,879)
|
|||||||||
|
Income (loss) before income taxes
|
(1,821)
|
38
|
1,958
|
1,578
|
2,651
|
4,404
|
|||||
|
Provision for (benefit from) income taxes
|
(829)
|
14
|
878
|
576
|
968
|
1,607
|
|||||
|
Net income (loss)
|
$ (992)
|
$ 24
|
$ 1,080
|
$ 1,002
|
$ 1,683
|
$ 2,797
|
|||||
|
Earnings (loss) per common share
|
|||||||||||
|
Assumes Diluted
|
$ (0.03)
|
$ 0.00
|
$ 0.03
|
$ 0.03
|
$ 0.05
|
$ 0.08
|
|||||
|
Weighted average common shares
|
|||||||||||
|
Assumes Diluted
|
35,334
|
35,334
|
35,334
|
35,334
|
35,334
|
35,334
|
|||||
|
Effective Tax Rate
|
46%
|
37%
|
45%
|
37%
|
37%
|
|
37%
|
||||
8
ANGIODYNAMICS, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT NON GAAP RECONCILIATION
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2013
(in thousands, except per share data)
(Unaudited)
|
Quality
|
Acquisition
|
Severance/
|
|||||||||
|
GAAP
|
Control
|
Related
|
Restructuring
|
Other
|
NON GAAP
|
||||||
| Results | Initiative | Costs | Costs | Items, Net | Results | ||||||
|
|
|
||||||||||
|
Net sales
|
$ 251,994
|
$ 251,994
|
|||||||||
|
Cost of sales
|
127,247
|
(850)
|
(3,845)
|
122,552
|
|||||||
|
Gross profit
|
124,747
|
850
|
3,845
|
-
|
-
|
129,442
|
|||||
|
% of net sales
|
49.5%
|
51.4%
|
|||||||||
|
Operating expenses
|
|||||||||||
|
Research and development
|
19,881
|
19,881
|
|||||||||
|
Sales and marketing
|
55,734
|
55,734
|
|||||||||
|
General and administrative
|
19,854
|
19,854
|
|||||||||
|
Amortization of intangibles
|
11,961
|
11,961
|
|||||||||
|
Medical device tax
|
683
|
683
|
|||||||||
|
Contingent earn out revaluation
|
827
|
(827)
|
-
|
||||||||
|
Acquisition and other non-recurring
|
9,943
|
(2,924)
|
(4,396)
|
(2,623)
|
-
|
||||||
|
Total operating expenses
|
118,883
|
-
|
(3,751)
|
(4,396)
|
(2,623)
|
108,113
|
|||||
|
Operating income
|
5,864
|
850
|
7,596
|
4,396
|
2,623
|
21,329
|
|||||
|
Other income (expense), net
|
(5,707)
|
(5,707)
|
|||||||||
|
Income before income taxes
|
157
|
850
|
7,596
|
4,396
|
2,623
|
15,622
|
|||||
|
Provision for income taxes
|
(99)
|
310
|
2,929
|
1,605
|
957
|
5,702
|
|||||
|
Net income (loss)
|
$ 256
|
$ 540
|
$ 4,667
|
$ 2,791
|
$ 1,666
|
$ 9,920
|
|||||
|
Earnings per common share
|
|||||||||||
|
Assumes Diluted
|
$ 0.01
|
$ 0.02
|
$ 0.13
|
$ 0.08
|
$ 0.05
|
$ 0.28
|
|||||
|
Weighted average common shares
|
|||||||||||
|
Assumes Diluted
|
35,315
|
35,315
|
35,315
|
35,315
|
35,315
|
35,315
|
|||||
|
Effective Tax Rate
|
-63%
|
37%
|
39%
|
37%
|
37%
|
|
37%
|
||||
9
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRELIMINARY NET SALES BY PRODUCT CATEGORY AND BY GEOGRAPHY
(unaudited in thousands)
|
Three months ended (b)
|
Nine months ended (c)
|
|||||||||||||||||
|
Feb 28,
|
Feb 29,
|
%
|
Feb 28,
|
Feb 29,
|
%
|
|||||||||||||
| 2013 | 2012 | Growth | 2013 | 2012 | Growth | |||||||||||||
|
|
|
|||||||||||||||||
|
Net Sales by Product Category
|
||||||||||||||||||
|
Vascular
|
||||||||||||||||||
|
Peripheral Vascular
|
$ 42,616
|
$ 22,852
|
86%
|
$ 131,677
|
$ 66,899
|
97%
|
||||||||||||
|
Vascular Access
|
26,391
|
15,062
|
75%
|
79,732
|
45,863
|
74%
|
||||||||||||
|
Total Vascular
|
69,007
|
37,914
|
82%
|
211,409
|
112,762
|
87%
|
||||||||||||
|
Oncology/Surgery
|
10,449
|
13,653
|
(23%)
|
33,688
|
51,335
|
(34%)
|
||||||||||||
|
Supply Agreement
|
2,115
|
-
|
N/A
|
6,897
|
-
|
N/A
|
||||||||||||
|
Total
|
$ 81,571
|
$ 51,567
|
58%
|
$ 251,994
|
$ 164,097
|
54%
|
||||||||||||
|
0
|
0
|
0
|
0
|
|||||||||||||||
|
Net Sales by Geography
|
||||||||||||||||||
|
United States
|
$ 65,899
|
$ 43,629
|
51%
|
$ 203,579
|
$ 140,587
|
45%
|
||||||||||||
|
International
|
15,672
|
7,938
|
97%
|
48,415
|
23,510
|
106%
|
||||||||||||
|
Total
|
$ 81,571
|
$ 51,567
|
58%
|
$ 251,994
|
$ 164,097
|
54%
|
||||||||||||
|
PRO FORMA (a)
|
||||||||||||||||||
|
Net Sales by Product Category
|
||||||||||||||||||
|
Vascular
|
||||||||||||||||||
|
Peripheral Vascular
|
$ 42,616
|
$ 44,412
|
(4%)
|
$ 131,677
|
$ 131,926
|
(0%)
|
||||||||||||
|
Vascular Access
|
26,391
|
27,598
|
(4%)
|
79,732
|
83,306
|
(4%)
|
||||||||||||
|
Total Vascular
|
69,007
|
72,010
|
(4%)
|
211,409
|
215,232
|
(2%)
|
||||||||||||
|
Oncology/Surgery
|
10,449
|
9,521
|
10%
|
33,688
|
30,080
|
12%
|
||||||||||||
|
Supply Agreement
|
2,115
|
1,838
|
15%
|
6,897
|
7,037
|
(2%)
|
||||||||||||
|
Total
|
$ 81,571
|
$ 83,369
|
(2%)
|
$ 251,994
|
$ 252,349
|
(0%)
|
||||||||||||
|
Net Sales by Geography
|
||||||||||||||||||
|
United States
|
$ 65,899
|
$ 69,064
|
(5%)
|
$ 203,579
|
$ 210,247
|
(3%)
|
||||||||||||
|
International
|
15,672
|
14,305
|
10%
|
48,415
|
42,102
|
15%
|
||||||||||||
|
Total
|
$ 81,571
|
$ 83,369
|
(2%)
|
$ 251,994
|
$ 252,349
|
(0%)
|
||||||||||||
|
(a) As if AngioDynamics (excluding LC Beads) and Navilyst Medical were combined in all periods.
|
||||||||||||||||||
|
(b) Days sales outstanding for the three months ended Feb 28, 2013 and Feb 29, 2012, were 60 and 61 days, respectively.
|
||||||||||||||||||
|
(c) Days sales outstanding for the nine months ended Feb 28, 2013 and Feb 29, 2012, were 187 and 188 days, respectively.
|
||||||||||||||||||
10
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA PRODUCT LINE NET SALES EXCLUDING LCBEADS
(in thousands)
|
Three months ended
|
Nine months ended
|
|||||||||||||||||
|
Feb 28,
|
Feb 29,
|
%
|
Feb 28,
|
Feb 29,
|
%
|
|||||||||||||
| 2013 | 2012 | Growth | 2013 | 2012 | Growth | |||||||||||||
|
(unaudited)
|
(unaudited)
|
|||||||||||||||||
|
Net Sales by Product Line
|
||||||||||||||||||
|
Vascular
|
||||||||||||||||||
|
Peripheral Vascular
|
||||||||||||||||||
|
Fluid Management
|
$ 19,096
|
$ 20,674
|
(8%)
|
$ 60,302
|
$ 62,179
|
(3%)
|
||||||||||||
|
Venacure EVLT
|
10,086
|
10,482
|
(4%)
|
30,325
|
29,366
|
3%
|
||||||||||||
|
Core products
|
13,713
|
13,254
|
3%
|
40,442
|
39,896
|
1%
|
||||||||||||
|
Other
|
(279)
|
2
|
N/A
|
608
|
484
|
26%
|
||||||||||||
|
Total Peripheral Vascular
|
42,616
|
44,412
|
(4%)
|
131,677
|
131,925
|
(0%)
|
||||||||||||
|
Vascular Access
|
||||||||||||||||||
|
PICCS
|
12,550
|
13,703
|
(8%)
|
38,455
|
40,803
|
(6%)
|
||||||||||||
|
Ports
|
7,571
|
7,641
|
(1%)
|
23,080
|
23,296
|
(1%)
|
||||||||||||
|
Dialysis
|
4,813
|
5,174
|
(7%)
|
14,194
|
15,883
|
(11%)
|
||||||||||||
|
Other
|
1,457
|
1,080
|
35%
|
4,003
|
3,324
|
20%
|
||||||||||||
|
Total Vascular Access
|
26,391
|
27,598
|
(4%)
|
79,732
|
83,306
|
(4%)
|
||||||||||||
|
Total Vascular
|
69,007
|
72,010
|
(4%)
|
211,409
|
215,231
|
(2%)
|
||||||||||||
|
Oncology/Surgery
|
||||||||||||||||||
|
Thermal Ablation
|
6,290
|
5,839
|
8%
|
19,791
|
17,424
|
14%
|
||||||||||||
|
Nanoknife
|
2,621
|
2,029
|
29%
|
8,792
|
7,495
|
17%
|
||||||||||||
|
Other
|
1,538
|
1,653
|
(7%)
|
5,105
|
5,161
|
(1%)
|
||||||||||||
|
Total Oncology/Surgery
|
10,449
|
9,521
|
10%
|
33,688
|
30,080
|
12%
|
||||||||||||
|
Supply Agreement
|
2,115
|
1,838
|
15%
|
6,897
|
7,038
|
(2%)
|
||||||||||||
|
Total Net Sales
|
$ 81,571
|
$ 83,369
|
(2%)
|
$ 251,994
|
$ 252,349
|
(0%)
|
||||||||||||
|
0
|
0
|
$ -
|
||||||||||||||||
|
Net Sales by Geography
|
||||||||||||||||||
|
United States
|
$ 65,899
|
$ 69,064
|
(5%)
|
$ 203,579
|
$ 210,247
|
(3%)
|
||||||||||||
|
International
|
15,672
|
14,305
|
10%
|
48,415
|
42,102
|
15%
|
||||||||||||
|
Total
|
$ 81,571
|
$ 83,369
|
(2%)
|
$ 251,994
|
$ 252,349
|
(0%)
|
||||||||||||
11
ANGIODYNAMICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
|
Feb 28,
|
May 31,
|
||||||||
|
2013
|
2012
|
||||||||
|
(unaudited)
|
(unaudited)
|
||||||||
|
Assets
|
|||||||||
|
Current Assets
|
|||||||||
|
Cash and cash equivalents
|
$ 16,625
|
$ 23,508
|
|||||||
|
Escrow receivable
|
-
|
2,500
|
|||||||
|
Marketable securities
|
2,154
|
14,070
|
|||||||
|
Total cash, escrow receivable and investments
|
18,779
|
40,078
|
|||||||
|
Receivables, net
|
45,110
|
48,588
|
|||||||
|
Inventories, net
|
61,973
|
55,823
|
|||||||
|
Deferred income taxes
|
6,754
|
4,923
|
|||||||
|
Prepaid income taxes
|
4,194
|
3,180
|
|||||||
|
Prepaid expenses and other
|
9,630
|
6,646
|
|||||||
|
Total current assets
|
146,440
|
159,238
|
|||||||
|
Property, plant and equipment, net
|
61,187
|
55,915
|
|||||||
|
Intangible assets, net
|
219,238
|
147,266
|
|||||||
|
Goodwill
|
356,692
|
308,912
|
|||||||
|
Deferred income taxes
|
7,268
|
39,198
|
|||||||
|
Other non-current assets
|
5,646
|
11,240
|
|||||||
|
Total Assets
|
$ 796,471
|
$ 721,769
|
|||||||
|
Liabilities and Stockholders' Equity
|
|||||||||
|
Current portion of long-term debt
|
$ 7,500
|
$ 7,500
|
|||||||
|
Current portion of contingent consideration
|
9,121
|
-
|
|||||||
|
Other current liabilities
|
50,209
|
47,922
|
|||||||
|
Total current liabilities
|
66,830
|
55,422
|
|||||||
|
Long-term debt, net of current portion
|
136,875
|
142,500
|
|||||||
|
Contingent consideration, net of current portion
|
65,173
|
-
|
|||||||
|
Other long-term liabilities
|
236
|
327
|
|||||||
|
Total Liabilities
|
269,114
|
198,249
|
|||||||
|
Stockholders' equity
|
527,357
|
523,520
|
|||||||
|
Total Liabilities and Stockholders' Equity
|
$ 796,471
|
$ 721,769
|
|||||||
|
Shares outstanding
|
35,041
|
34,826
|
|||||||
12
ANGIODYNAMICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
Three months ended
|
Nine months ended
|
||||||||||||||||
|
Feb 28,
|
Feb 29,
|
Feb 28,
|
Feb 29,
|
||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Cash flows from operating activities:
|
|||||||||||||||||
|
Net income (loss)
|
$ (992)
|
$ (1,768)
|
$ 256
|
$ 1,934
|
|||||||||||||
|
Depreciation and amortization
|
6,410
|
3,188
|
18,571
|
9,962
|
|||||||||||||
|
Change in fair value of contingent consideration
|
630
|
-
|
827
|
-
|
|||||||||||||
|
Tax effect of exercise of stock options
|
82
|
(39)
|
(422)
|
(237)
|
|||||||||||||
|
Deferred income taxes
|
1,915
|
(1,305)
|
4,090
|
(247)
|
|||||||||||||
|
Stock-based compensation
|
997
|
1,121
|
3,372
|
2,998
|
|||||||||||||
|
Amortization of inventory step-up
|
400
|
-
|
3,845
|
-
|
|||||||||||||
|
Other
|
1,304
|
314
|
733
|
(178)
|
|||||||||||||
|
Changes in operating assets and liabilities
|
|||||||||||||||||
|
Receivables
|
2,454
|
4,728
|
3,957
|
372
|
|||||||||||||
|
Inventories
|
644
|
1,269
|
(9,308)
|
(277)
|
|||||||||||||
|
Accounts payable and accrued liabilities
|
(3,273)
|
2,565
|
(10,134)
|
3,457
|
|||||||||||||
|
Other
|
(571)
|
(3,284)
|
(273)
|
(5,282)
|
|||||||||||||
|
Net cash provided by operating activities
|
|
10,000
|
6,789
|
15,514
|
12,502
|
||||||||||||
|
Cash flows from investing activities:
|
|||||||||||||||||
|
Additions to property, plant and equipment
|
(2,921)
|
(821)
|
(7,708)
|
(1,879)
|
|||||||||||||
|
Acquisition of businesses, net of cash acquired
|
(10,966)
|
(200)
|
(25,274)
|
(500)
|
|||||||||||||
|
Proceeds from sale of assets
|
-
|
-
|
801
|
1,000
|
|||||||||||||
|
Change in restricted cash
|
2,500
|
-
|
2,500
|
-
|
|||||||||||||
|
Purchases, sales and maturities of marketable securities, net
|
-
|
(15,684)
|
11,855
|
(24,061)
|
|||||||||||||
|
Net cash used in investing activities
|
(11,387)
|
(16,705)
|
(17,826)
|
(25,440)
|
|||||||||||||
|
Cash flows from financing activities:
|
|||||||||||||||||
|
Repayment of long-term debt
|
(1,875)
|
(70)
|
(5,625)
|
(205)
|
|||||||||||||
|
Proceeds from exercise of stock options and ESPP
|
620
|
1,062
|
1,096
|
3,312
|
|||||||||||||
|
Repurchase and retirement of shares
|
-
|
-
|
-
|
(2,104)
|
|||||||||||||
|
Net cash (used in) provided by financing activities
|
(1,255)
|
992
|
(4,529)
|
1,003
|
|||||||||||||
|
Effect of exchange rate changes on cash
|
(54)
|
16
|
(42)
|
(2)
|
|||||||||||||
|
Increase (Decrease) in cash and cash equivalents
|
(2,696)
|
(8,908)
|
(6,883)
|
(11,937)
|
|||||||||||||
|
Cash and cash equivalents
|
|||||||||||||||||
|
Beginning of period
|
19,321
|
42,955
|
23,508
|
45,984
|
|||||||||||||
|
End of period
|
$ 16,625
|
$ 34,047
|
$ 16,625
|
$ 34,047
|
|||||||||||||
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13