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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 9, 2014.
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ANGIODYNAMICS, INC. (Registrant) |
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Date: October 9, 2014
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By:
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/s/ Stephen A. Trowbridge | |
Stephen A. Trowbridge | |||
Senior 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 9, 2014.
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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.
Dave Schemelia
(646) 201-5431
dave@evcgroup.com
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·
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First Quarter of Fiscal 2015 Net sales increased 4% to $87.3 million; Sales grew 5%, excluding supply agreement
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·
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Q1 FY15 GAAP $0.02; Non-GAAP adjusted net income of $0.16 per share
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·
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Q1 FY15 EBITDA of $10.8 million, Adjusted EBITDA of $15.3 million
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·
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Company provides second quarter guidance and increases full-year outlook
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·
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Company expects to make non-material revisions to Fiscal 2014
and prior period results
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·
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The Company filed a 510(k) application with the U.S. Food and Drug Administration (FDA) for expanded use of the Celerity tip location system to eliminate the need for a chest x-ray to help in the placement of Peripherally Inserted Central Catheters (PICCs) in adults. Celerity was granted 510(k) clearance by the FDA in June, 2014, as an adjunct to aid in positioning PICCs in adults by providing real time catheter tip location utilizing the patient’s cardiac electrical activity.
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·
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AngioDynamics received EU CE Mark approval for its BioFlo DuraMax chronic hemodialysis catheter for use in attaining long-term vascular access for hemodialysis and apheresis.
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·
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AngioDynamics saw significant clinical traction with NanoKnife, with several results being published during the course of the summer. This included:
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o
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“Initial assessment of safety and clinical feasibility of irreversible electroporation in the focal treatment of prostate cancer” in the September online version of the journal Prostate Cancer and Prostatic Disease by Dr. Mark Emberton, Division of Surgery and Interventional Science, University College of London.
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o
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“Anesthetic management during open and percutaneous irreversible electroporation,” in the August issue of British Journal of Anesthesia by Dr. R. Bouwman, of the Department of Anesthesiology at the VU University Medical Center in The Netherlands.
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“Irreversible electroporation of unresectable soft tissue tumors with vascular invasion: effective palliation,” in the July issue of BMC Cancer by Dr. Robert C.G. Martin, Department of Surgery, Division of Surgical Oncology at the University of Louisville. Also by Dr. Martin, “Evaluation of thermal injury to liver, pancreas and kidney during irreversible electroporation in an in vivo experimental model,” was published in June by the BJS Society.
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o
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“Vessel Patency Post Irreversible Electroporation,” in the July issue of CardioVascular and Interventional Radiology by Dr. Govindara Narayanan, Department of Radiology at the University Of Miami Miller School Of Medicine.
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·
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The Company also saw continued clinical momentum surrounding its BioFlo technology, with a Company sponsored symposium at the Association for Vascular Access’s 2014 Annual Scientific Meeting, which took place September 7-10, 2014, in National Harbor, Md. Presentations showed a significant reduction in complications and data reported on nearly 5,000 PICCs.
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Three months ended
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||||||||
Aug 31,
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Aug 31,
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|||||||
2014
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2013
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|||||||
(unaudited)
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||||||||
Net sales
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$ | 87,331 | $ | 83,644 | ||||
Cost of sales
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41,182 | 41,064 | ||||||
Gross profit
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46,149 | 42,580 | ||||||
% of net sales
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52.8 | % | 50.9 | % | ||||
Operating expenses
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||||||||
Research and development
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6,718 | 6,709 | ||||||
Sales and marketing
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20,067 | 19,963 | ||||||
General and administrative
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7,335 | 6,686 | ||||||
Amortization of intangibles
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4,015 | 4,109 | ||||||
Medical device tax
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995 | 976 | ||||||
Change in fair value of contingent consideration
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801 | 733 | ||||||
Acquisition, restructuring and other
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2,641 | 2,002 | ||||||
Total operating expenses
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42,572 | 41,178 | ||||||
Operating income
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3,577 | 1,402 | ||||||
Other income (expense), net
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(1,884 | ) | (1,965 | ) | ||||
Income (loss) before income taxes
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1,693 | (563 | ) | |||||
Provision for (benefit from) income taxes
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1,064 | (190 | ) | |||||
Net income (loss)
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$ | 629 | $ | (373 | ) | |||
Earnings (loss) per common share
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Basic
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$ | 0.02 | $ | (0.01 | ) | |||
Diluted
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$ | 0.02 | $ | (0.01 | ) | |||
Weighted average common shares
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||||||||
Basic
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35,367 | 34,950 | ||||||
Diluted
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35,885 | 34,950 |
Three months ended
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Aug 31,
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Aug 31,
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|||||||
2014
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2013
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|||||||
(unaudited)
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||||||||
Net income (loss)
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$ | 629 | $ | (373 | ) | |||
Amortization of intangibles
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4,015 | 4,109 | ||||||
Change in fair value of contingent consideration
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801 | 733 | ||||||
Acquisition, restructuring and other (1)
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2,641 | 2,002 | ||||||
Tax effect of non-GAAP items (2)
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(2,276 | ) | (2,483 | ) | ||||
Adjusted net income
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$ | 5,810 | $ | 3,988 |
Three months ended
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Aug 31,
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Aug 31,
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|||||||
2014
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2013
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|||||||
(unaudited)
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Diluted earnings (loss) per share
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$ | 0.02 | $ | (0.01 | ) | |||
Amortization of intangibles
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0.11 | 0.12 | ||||||
Change in fair value of contingent consideration
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0.02 | 0.02 | ||||||
Acquisition, restructuring and other (1)
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0.07 | 0.06 | ||||||
Tax effect of non-GAAP items (2)
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(0.06 | ) | (0.07 | ) | ||||
Adjusted diluted earnings per share
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$ | 0.16 | $ | 0.11 | ||||
Adjusted diluted sharecount
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35,885 | 35,100 |
(1) Includes costs related to acquisitions, integrations, restructurings, debt refinancings, litigation, and other items.
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(2) Represents the net tax effect of non-GAAP adjustments.
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Presented results reflect the impact of the preliminary revisions previously described in the body of this release.
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Three months ended
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Aug 31,
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Aug 31,
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|||||||
2014
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2013
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|||||||
(unaudited)
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Net income (loss)
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$ | 629 | $ | (373 | ) | |||
Provision for (benefit from) income taxes
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1,064 | (190 | ) | |||||
Other income (expense), net
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1,884 | 1,965 | ||||||
Depreciation and amortization
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7,266 | 6,432 | ||||||
EBITDA
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10,843 | 7,834 | ||||||
Change in fair value of contingent consideration
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801 | 733 | ||||||
Acquisition, restructuring and other (1,2)
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2,266 | 2,002 | ||||||
Stock-based compensation
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1,395 | 1,152 | ||||||
Adjusted EBITDA
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$ | 15,305 | $ | 11,721 | ||||
Per diluted share:
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EBITDA
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$ | 0.30 | $ | 0.22 | ||||
Adjusted EBITDA
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$ | 0.43 | $ | 0.33 |
(1) Includes costs related to acquisitions, integrations, restructurings, debt refinancings, litigation, and other items.
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(2) Excludes $375 of depreciation expense for Q1 FY14 captured in the depreciation and amortization component of the reconciliation.
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Presented results reflect the impact of the preliminary revisions previously described in the body of this release.
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Three months ended (a)
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Aug 31,
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Aug 31,
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%
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2014
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2013
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Growth
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Net Sales by Product Category
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Peripheral Vascular
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$ | 47,266 | $ | 45,546 | 4 | % | |||||||
Vascular Access
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26,512 | 25,282 | 5 | % | |||||||||
Oncology/Surgery
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12,370 | 11,167 | 11 | % | |||||||||
Total Excluding Supply Agreement
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86,148 | 81,995 | 5 | % | |||||||||
Supply Agreement
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1,183 | 1,649 | -28 | % | |||||||||
Total
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$ | 87,331 | $ | 83,644 | 4 | % | |||||||
0 | 0 | ||||||||||||
Net Sales by Geography
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United States
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$ | 68,559 | $ | 67,167 | 2 | % | |||||||
International
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17,589 | 14,828 | 19 | % | |||||||||
Supply Agreement
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1,183 | 1,649 | -28 | % | |||||||||
Total
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$ | 87,331 | $ | 83,644 | 4 | % |
(a) There were 64 sales days in the three months ended August 31, 2014 and 2013.
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Presented results reflect the impact of the preliminary revisions previously described in the body of this release.
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Aug 31,
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May 31,
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|||||||
2014
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2014
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(unaudited)
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(unaudited)
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Assets
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Current Assets
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Cash and cash equivalents
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$ | 13,808 | $ | 16,105 | ||||
Marketable securities
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1,670 | 1,809 | ||||||
Total cash and investments
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15,478 | 17,914 | ||||||
Receivables, net
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56,257 | 62,148 | ||||||
Inventories, net
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70,416 | 61,056 | ||||||
Deferred income taxes
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3,667 | 4,625 | ||||||
Prepaid income taxes
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2,219 | 5,975 | ||||||
Prepaid expenses and other
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6,765 | 510 | ||||||
Total current assets
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154,802 | 152,228 | ||||||
Property, plant and equipment, net
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66,844 | 67,208 | ||||||
Intangible assets, net
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201,745 | 205,256 | ||||||
Goodwill
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361,215 | 360,294 | ||||||
Deferred income taxes
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8,739 | 9,767 | ||||||
Other non-current assets
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3,950 | 5,397 | ||||||
Total Assets
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$ | 797,295 | $ | 800,150 | ||||
Liabilities and Stockholders' Equity
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Accounts payable and accrued expenses
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$ | 46,872 | $ | 49,657 | ||||
Current portion of long-term debt
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5,000 | 5,000 | ||||||
Current portion of contingent consideration
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11,047 | 16,341 | ||||||
Other current liabilities
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1,327 | 1,288 | ||||||
Total current liabilities
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64,246 | 72,286 | ||||||
Long-term debt, net of current portion
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136,410 | 137,660 | ||||||
Contingent consideration, net of current portion
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55,135 | 51,080 | ||||||
Other long-term liabilities
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1,178 | 1,230 | ||||||
Total Liabilities
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256,969 | 262,256 | ||||||
Stockholders' equity
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540,326 | 537,894 | ||||||
Total Liabilities and Stockholders' Equity
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$ | 797,295 | $ | 800,150 |
ANGIODYNAMICS, INC. AND SUBSIDIARIES
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||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
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(in thousands)
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Three months ended
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Aug 31,
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Aug 31,
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|||||||
2014
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2013
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|||||||
(unaudited)
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(unaudited)
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Cash flows from operating activities:
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Net income (loss)
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$ | 629 | $ | (426 | ) | |||
Depreciation and amortization
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7,266 | 6,432 | ||||||
Change in fair value of contingent consideration
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786 | 733 | ||||||
Tax effect of exercise of stock options
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- | (61 | ) | |||||
Deferred income taxes
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2,110 | 538 | ||||||
Stock-based compensation
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1,395 | 1,152 | ||||||
Other
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(680 | ) | 148 | |||||
Changes in operating assets and liabilities
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Receivables
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5,995 | 1,858 | ||||||
Inventories
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(9,365 | ) | (3,490 | ) | ||||
Accounts payable and accrued liabilities
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(2,516 | ) | 1,155 | |||||
Other
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(2,931 | ) | (739 | ) | ||||
Net cash provided by (used in) operating activities
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2,689 | 7,300 | ||||||
Cash flows from investing activities:
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Additions to property, plant and equipment
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(2,441 | ) | (2,903 | ) | ||||
Acquisition of businesses, net of cash acquired
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- | (3,239 | ) | |||||
Other cash flows from investing activities
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(154 | ) | (930 | ) | ||||
Purchases, sales and maturities of marketable securities, net
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- | 303 | ||||||
Net cash provided by (used in) investing activities
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(2,595 | ) | (6,769 | ) | ||||
Cash flows from financing activities:
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Repayment of long-term debt
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(1,250 | ) | - | |||||
Payment of Contingent Consideration
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(2,100 | ) | (950 | ) | ||||
Proceeds from exercise of stock options and ESPP
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959 | 678 | ||||||
Net cash provided by (used in) financing activities
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(2,391 | ) | (272 | ) | ||||
Effect of exchange rate changes on cash
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- | 4 | ||||||
Increase (Decrease) in cash and cash equivalents
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(2,297 | ) | 263 | |||||
Cash and cash equivalents
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Beginning of period
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16,105 | 21,802 | ||||||
End of period
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$ | 13,808 | $ | 22,065 | ||||
Current period information reflects the impact of the preliminary revisions previously
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described in the body of this release. Prior period data is as previously reported
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||||||||
and does not reflect the revisions previously described.
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