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) |
(518) 795-1400
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(Registrant’s telephone number, including area code)
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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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Exhibit No.
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Description
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99.1
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Press Release dated October 10, 2013.
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ANGIODYNAMICS, INC. (Registrant) |
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Date: October 10, 2013
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By:
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/s/ Stephen A. Trowbridge | |
Stephen A. Trowbridge | |||
Vice President and General Counsel | |||
Exhibit No.
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Description
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99.1
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Press Release dated October 10, 2013.
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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.
Michael Polyviou/Robert Jones
(212) 850-6020; (646) 201-5447
mpolyviou@evcgroup.com;
bjones@evcgroup.com
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EVC Group, Inc.
John Carter
(212) 850-6021
jcarter@evcgroup.com
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·
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Net sales of $83.6 million
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·
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GAAP net loss of $0.01 per share; Non-GAAP adjusted net income of $0.04 per share; Non-GAAP adjusted net income excluding amortization of $0.12 per share
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·
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Adjusted EBITDA of $11.3 million
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·
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Operating cash flow of $7.3 million versus prior year $5.6 million cash use
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·
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Company raises FY 2014 guidance for revenue and adjusted EPS excluding amortization
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·
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The U.S. Food and Drug Administration granted 510(k) clearance for the Company’s BioFlo port with Endexo technology which is designed to reduce the accumulation of catheter-related thrombus on, and in, the port catheter. Additionally, the Company expanded its agreement with Interface Biologics, the creator of the Endexo technology in AngioDynamics’ BioFlo devices, to include central venous catheters.
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·
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The Company signed a sole-source, three-year agreement with the Large Integrated Delivery Network Group (LIDN) - a group formed by eight IDNs from large Premier, Inc. member healthcare systems. Under the terms of the agreement, effective November 1, 2013, AngioDynamics’ entire port line, including its new BioFlo ports, will be available to approximately 130 hospitals in the group. AngioDynamics continues to build on its GPO/IDN strategy, bolstered by the success of its BioFlo platform, which was recently showcased at the Novation Innovation Technology Expo and MedAsset’s 2013 Technology and Innovation forum.
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·
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The first patient was enrolled at Academic Medical Center, Amsterdam, the Netherlands, by the Clinical Research Office of the Endourological Society (CROES) in an investigator-led, multi-center study assessing the safety, efficacy and patient satisfaction of the NanoKnife System for the ablation of prostate cancer. Additionally, the first patient was enrolled in the multi-center PICC Related Obstruction of Flow (PROOF) Study investigating whether the BioFlo PICC will be associated with a reduced incidence of catheter-related venous thrombosis compared to the Bard PowerPICC SOLO2.
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·
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The National Institute for Health and Care Excellence (NICE) issued updated guidance for the treatment of varicose veins. The newly issued guidance establishes endothermal ablation, which includes endovascular laser treatment like the Company’s VenaCure EVLT system, as the recommended first option in treating varicose veins.
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·
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The Company announced its distribution partner, Medcomp Inc., received Health Canada approval for the Celerity tip location system. AngioDynamics plans to initiate distribution of the Celerity system in Canada this month. The system is currently under regulatory review in the United States and Europe. The Company believes the combination of the Celerity system with its market-leading, thrombus-resistant BioFlo technology will provide unparalleled clinical and economic advantages, and has the potential to become the gold standard in the PICC market.
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·
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The Company acquired privately-held Clinical Devices, B.V., to obtain the global rights to a next-generation tip location technology currently under development. As part of the transaction, AngioDynamics will also acquire its Netherlands-based distributor of NAMIC fluid management products.
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ANGIODYNAMICS, INC. AND SUBSIDIARIES
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CONSOLIDATED INCOME STATEMENTS
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(in thousands, except per share data)
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Three months ended
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||||||||||
Aug 31,
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Aug 31,
|
|||||||||
2013
|
2012
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|||||||||
(unaudited) | ||||||||||
Net sales
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$ | 83,579 | $ | 83,406 | ||||||
Cost of sales
|
||||||||||
Acquired inventory step-up
|
- | 3,445 | ||||||||
Quality call to action
|
- | 699 | ||||||||
Other cost of sales
|
41,097 | 39,803 | ||||||||
Total cost of sales
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41,097 | 43,947 | ||||||||
Gross profit
|
42,482 | 39,459 | ||||||||
% of net sales
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50.8 | % | 47.3 | % | ||||||
Operating expenses
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||||||||||
Research and development
|
6,709 | 7,074 | ||||||||
Sales and marketing
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19,963 | 18,543 | ||||||||
General and administrative
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6,528 | 6,899 | ||||||||
Amortization of intangibles
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4,283 | 3,737 | ||||||||
Medical device tax
|
976 | - | ||||||||
Change in fair value of contingent consideration
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733 | - | ||||||||
Acquisition and other non-recurring
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2,002 | 2,522 | ||||||||
Total operating expenses
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41,194 | 38,775 | ||||||||
Operating income (loss)
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1,288 | 684 | ||||||||
Other income (expense), net
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(1,935 | ) | (1,838 | ) | ||||||
Income (loss) before income taxes
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(647 | ) | (1,154 | ) | ||||||
Provision for (benefit from) income taxes
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(221 | ) | (433 | ) | ||||||
Net income (loss)
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$ | (426 | ) | $ | (721 | ) | ||||
Earnings (loss) per common share
|
||||||||||
Basic
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$ | (0.01 | ) | $ | (0.02 | ) | ||||
Diluted
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$ | (0.01 | ) | $ | (0.02 | ) | ||||
Weighted average common shares
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||||||||||
Basic
|
34,906 | 34,704 | ||||||||
Diluted
|
34,906 | 34,704 |
ANGIODYNAMICS, INC. AND SUBSIDIARIES
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||||||||
GAAP TO NON-GAAP RECONCILIATION
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||||||||
(in thousands, except per share data)
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Reconciliation of Net Income to non-GAAP Adjusted Net Income:
|
||||||||
Three months ended |
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|||||||
Aug 31,
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Aug 31,
|
|||||||
2013
|
2012
|
|||||||
(unaudited)
|
||||||||
Net income (loss)
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$ | (426 | ) | $ | (721 | ) | ||
After tax:
|
||||||||
Acquisition and other non-recurring (1)
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1,286 | 1,590 | ||||||
Quality Call to Action Program (2)
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- | 444 | ||||||
Inventory step-up (3)
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- | 2,188 | ||||||
Contingent earn out valuation (4)
|
465 | - | ||||||
Adjusted net income
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$ | 1,326 | $ | 3,500 | ||||
Reconciliation of Diluted Earnings Per Share to non-GAAP Adjusted Diluted Earnings Per Share:
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||||||||
Three months ended
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||||||||
Aug 31,
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Aug 31,
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|||||||
2013 | 2012 | |||||||
(unaudited)
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||||||||
Diluted earnings (loss) per share
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$ | (0.01 | ) | $ | (0.02 | ) | ||
After tax:
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||||||||
Acquisition and other non-recurring (1)
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0.04 | 0.05 | ||||||
Quality Call to Action Program (2)
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- | 0.01 | ||||||
Inventory step-up (3)
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- | 0.06 | ||||||
Contingent earn out valuation (4)
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0.01 | - | ||||||
Adjusted diluted earnings per share
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0.04 | 0.10 | ||||||
Amortization of intangibles
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0.08 | 0.06 | ||||||
Adjusted diluted earnings per share excluding amortization
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$ | 0.12 | $ | 0.16 | ||||
(1)
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Includes costs relating to acquisitions, debt financing, business restructuring and executive transitions, and a program to close a manufacturing facility in the U.K.
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(2)
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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.
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(3) | Amortization of basis step-up of acquired Navilyst inventory. |
(4)
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Impact of revaluation of contingent earn outs related to acquisitions
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ANGIODYNAMICS, INC. AND SUBSIDIARIES
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||||||||
GAAP TO NON-GAAP RECONCILIATION (Continued)
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||||||||
(in thousands, except per share data)
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Reconciliation of Net Income to EBITDA and Adjusted EBITDA:
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||||||||
Three months ended
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||||||||
Aug 31,
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Aug 31,
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|||||||
2013
|
2012
|
|||||||
(unaudited)
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||||||||
Net income (loss)
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$ | (426 | ) | $ | (721 | ) | ||
Provision for (benefit from) income taxes
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(221 | ) | (433 | ) | ||||
Other income (expense), net
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1,935 | 1,838 | ||||||
Amortization of intangibles
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4,283 | 3,737 | ||||||
Depreciation
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1,814 | 2,132 | ||||||
EBITDA
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7,385 | 6,553 | ||||||
Acquisition and other non-recurring (1)
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2,002 | 2,522 | ||||||
Stock-based compensation
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1,152 | 1,122 | ||||||
Quality Call to Action Program (2)
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- | 699 | ||||||
Inventory step-up (3)
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- | 3,445 | ||||||
Contingent earn out revaluation (4)
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733 | - | ||||||
Adjusted EBITDA
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$ | 11,272 | $ | 14,341 | ||||
EBITDA per common share
|
||||||||
Assumes Diluted
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$ | 0.21 | $ | 0.19 | ||||
Adjusted EBITDA per common share
|
||||||||
Assumes Diluted
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$ | 0.32 | $ | 0.41 | ||||
Reconciliation of Operating Income to non-GAAP Adjusted Operating Income:
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||||||||
Three months ended
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||||||||
Aug 31,
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Aug 31,
|
|||||||
2013 | 2012 | |||||||
(unaudited)
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||||||||
Operating income (loss)
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$ | 1,288 | $ | 684 | ||||
Acquisition and other non-recurring (1)
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2,002 | 2,522 | ||||||
Quality Call to Action Program (2)
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- | 699 | ||||||
Inventory step-up (3)
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- | 3,445 | ||||||
Contingent earn out revaluation (4)
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733 | - | ||||||
Adjusted Operating income
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$ | 4,023 | $ | 7,350 |
(1)
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Includes costs relating to acquisitions, debt financing, business restructuring and executive transitions, and a program to close a manufacturing facility in the U.K.
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(2)
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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.
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(3)
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Amortization of basis step-up of acquired Navilyst inventory.
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(4)
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Impact of revaluation of contingent earn outs related to acquisitions
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ANGIODYNAMICS, INC. AND SUBSIDIARIES
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||||||||||||
PRELIMINARY NET SALES BY PRODUCT CATEGORY AND BY GEOGRAPHY
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(unaudited in thousands)
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||||||||||||
Three months ended (a)
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||||||||||||
Aug 31,
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Aug 31,
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%
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||||||||||
2013
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2012
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Growth | ||||||||||
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||||||||||||
Net Sales by Product Category
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||||||||||||
Peripheral Vascular
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$ | 45,481 | $ | 43,243 | 5 | % | ||||||
Vascular Access
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25,282 | 26,584 | (5 | %) | ||||||||
Oncology/Surgery
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11,167 | 11,321 | (1 | %) | ||||||||
Total Excluding Supply Agreement
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81,930 | 81,148 | 1 | % | ||||||||
Supply Agreement
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1,649 | 2,258 | (27 | %) | ||||||||
Total
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$ | 83,579 | $ | 83,406 | 0 | % | ||||||
0 | 0 | |||||||||||
Net Sales by Geography
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||||||||||||
United States
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$ | 67,102 | $ | 65,593 | 2 | % | ||||||
International
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14,828 | 15,555 | (5 | %) | ||||||||
Supply Agreement
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1,649 | 2,258 | (27 | %) | ||||||||
Total
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$ | 83,579 | $ | 83,406 | 0 | % | ||||||
(a) Sales days for the three months ended Aug 31, 2013 and Aug 31, 2012, were 64 and 65, respectively.
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ANGIODYNAMICS, INC. AND SUBSIDIARIES
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||||||||
CONSOLIDATED BALANCE SHEETS
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||||||||
(in thousands)
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Aug 31,
|
May 31,
|
|||||||
2013
|
2013
|
|||||||
(unaudited)
|
(unaudited)
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|||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
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$ | 22,065 | $ | 21,802 | ||||
Marketable securities
|
1,850 | 2,153 | ||||||
Total cash and investments
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23,915 | 23,955 | ||||||
Receivables, net
|
46,561 | 47,791 | ||||||
Inventories, net
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59,249 | 55,062 | ||||||
Deferred income taxes
|
6,516 | 6,591 | ||||||
Prepaid expenses and other
|
8,993 | 8,117 | ||||||
Total current assets
|
145,234 | 141,516 | ||||||
Property, plant and equipment, net
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63,748 | 62,650 | ||||||
Intangible assets, net
|
216,355 | 214,848 | ||||||
Goodwill
|
359,736 | 355,458 | ||||||
Deferred income taxes
|
10,227 | 11,007 | ||||||
Other non-current assets
|
5,853 | 6,105 | ||||||
Total Assets
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$ | 801,153 | $ | 791,584 | ||||
Liabilities and Stockholders' Equity
|
||||||||
Current portion of long-term debt
|
$ | 13,125 | $ | 7,500 | ||||
Current portion of contingent consideration
|
12,704 | 9,207 | ||||||
Other current liabilities
|
45,985 | 46,730 | ||||||
Total current liabilities
|
71,814 | 63,437 | ||||||
Long-term debt, net of current portion
|
133,125 | 135,000 | ||||||
Contingent consideration, net of current portion
|
67,769 | 66,317 | ||||||
Total Liabilities
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272,708 | 264,754 | ||||||
Stockholders' equity
|
528,445 | 526,830 | ||||||
Total Liabilities and Stockholders' Equity
|
$ | 801,153 | $ | 791,584 | ||||
Shares outstanding
|
35,230 | 35,060 |
(2)
|
Derived from audited financial statements
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ANGIODYNAMICS, INC. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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(in thousands)
|
Three months ended
|
||||||
Aug 31,
|
Aug 31,
|
|||||
2013
|
2012
|
|||||
(unaudited) |
(unaudited)
|
|||||
Cash flows from operating activities:
|
||||||
Net income (loss)
|
$ |
(426)
|
$ |
(721)
|
||
Depreciation and amortization
|
6,097
|
5,869
|
||||
Change in fair value of contingent consideration
|
733
|
-
|
||||
Tax effect of exercise of stock options
|
(61)
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-
|
||||
Deferred income taxes
|
538
|
(85)
|
||||
Stock-based compensation
|
1,152
|
1,122
|
||||
Amortization of inventory step-up
|
-
|
3,445
|
||||
Other
|
148
|
10
|
||||
Changes in operating assets and liabilities
|
||||||
Receivables
|
1,858
|
3,195
|
||||
Inventories
|
(3,490)
|
(11,036)
|
||||
Accounts payable and accrued liabilities
|
1,155
|
(6,812)
|
||||
Other
|
(404)
|
(601)
|
||||
Net cash provided by (used in) operating activities
|
7,300
|
(5,614)
|
||||
Cash flows from investing activities:
|
||||||
Additions to property, plant and equipment
|
(2,903)
|
(968)
|
||||
Acquisition of businesses, net of cash acquired
|
(4,169)
|
858
|
||||
Purchases, sales and maturities of marketable securities, net
|
303
|
2,403
|
||||
Net cash provided by (used in) investing activities
|
(6,769)
|
2,293
|
||||
Cash flows from financing activities:
|
||||||
Repayment of long-term debt
|
-
|
(1,875)
|
||||
Payment of Contingent Consideration
|
(950)
|
-
|
||||
Proceeds from exercise of stock options and ESPP
|
678
|
579
|
||||
Net cash provided by (used in) financing activities
|
(272)
|
(1,296)
|
||||
Effect of exchange rate changes on cash
|
4
|
5
|
||||
Increase (Decrease) in cash and cash equivalents
|
263
|
(4,612)
|
||||
Cash and cash equivalents
|
||||||
Beginning of period
|
21,802
|
23,508
|
||||
End of period
|
$ |
22,065
|
$ |
18,896
|