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): July 12, 2023
(Exact Name of Registrant as Specified in Charter)
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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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(Address of Principal Executive Offices)
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(Zip Code) |
(518 ) 795-1400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 – Results of Operations and Financial Condition.
On July 12, 2023, AngioDynamics, Inc. (“AngioDynamics”) issued a press release announcing financial results for the fiscal fourth quarter and
full year ended May 31, 2023. A copy of the press release is furnished herewith as Exhibit 99.1.
The information set forth in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. Furthermore, such information shall not be deemed to be incorporated by reference into any filing under the Securities Act
of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 – Regulation FD Disclosure.
Presentation slides discussing AngioDynamics and its fiscal fourth quarter and full year ended May 31, 2023 are furnished herewith as Exhibit
99.2.
The presentation slides furnished pursuant to Item 7.01 of this Form 8-K (including Exhibit 99.2) shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section. Furthermore, the presentation slides shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
Forward-Looking Statements
This document and its attachments contain 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,” “projects”, “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
materially from AngioDynamics’ expectations, expressed or implied. Factors that may affect the actual results achieved by AngioDynamics include, without limitation, the scale and scope of the COVID-19 global pandemic, the ability of AngioDynamics
to develop its existing and new products, technological advances and patents attained by competitors, infringement of AngioDynamics’ technology or assertions that AngioDynamics’ technology infringes the technology of third parties, the ability of
AngioDynamics to effectively compete against competitors that have substantially greater resources, future actions by the FDA or other regulatory agencies, domestic and foreign health care reforms and government regulations, results of pending or
future clinical trials, overall economic conditions (including inflation, labor shortages and supply chain challenges including the cost and availability of raw materials), the results of on-going litigation, challenges with respect to third-party
distributors or joint venture partners or collaborators, the results of sales efforts, the effects of product recalls and product liability claims, changes in key personnel, the ability of AngioDynamics to execute on strategic initiatives, the
effects of economic, credit and capital market conditions, general market conditions, market acceptance, foreign currency exchange rate fluctuations, the effects on pricing from group purchasing organizations and competition, the ability of
AngioDynamics to obtain regulatory clearances or approval of its products, or to integrate acquired businesses, as well as the risk factors listed from time to time in AngioDynamics’ SEC filings, including but not limited to its Annual Report on
Form 10-K for the year ended May 31, 2022. AngioDynamics does not assume any obligation to publicly update or revise any forward-looking statements for any reason.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Press Release, dated July 12, 2023.
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Presentation, dated July 12, 2023.
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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: July 12, 2023
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By:
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/s/ Stephen A. Trowbridge
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Name:
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Stephen A. Trowbridge
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Title:
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Executive Vice President and
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Chief Financial Officer
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Exhibit 99.1
PRESS RELEASE
Investor Contact:
AngioDynamics, Inc.
Stephen Trowbridge, Executive Vice President & CFO
(518) 795-1408
Issues Fiscal Year 2024 Guidance
Fiscal Year 2023 Fourth Quarter Highlights
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Net sales of $91.1 million increased 4.7% compared to the prior-year quarter
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Med Tech net sales of $26.5 million increased 17.2%
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Med Device net sales of $64.6 million increased 0.3%
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Gross margin of 50.9% declined 250 basis points year over year
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GAAP loss per share of $0.54, inclusive of a goodwill impairment of $14.5 million, or $0.37 per share, in connection with the transaction announced on June 8, 2023
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Adjusted earnings per share of $0.02
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Cash and cash equivalents at May 31, 2023 were $44.6 million
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On June 8, 2023, the Company completed the sale of its Dialysis and BioSentry Tract Sealant System Biopsy businesses to Merit Medical Systems, Inc. for $100 million in cash
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Subsequent to quarter end, the Company completed enrollment in its PRESERVE study for the treatment of prostate cancer with NanoKnife
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Full-Year 2023 Highlights
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Net sales of $338.8 million increased 7.1% year over year
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Gross margin declined 100 basis points year over year to 51.4%
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GAAP loss per share of $1.33, inclusive of a goodwill impairment of $14.5 million,
or $0.37 per share, in connection with the transaction announced on June 8, 2023
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Adjusted loss per share of $0.06
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Latham, New York, July 12, 2023 – AngioDynamics, Inc. (NASDAQ: ANGO), a leading and transformative medical technology company focused on restoring healthy blood flow in the body’s vascular system, expanding cancer treatment options and improving
quality of life for patients, today announced financial results for the fourth quarter and fiscal year 2023, which ended May 31, 2023.
“AngioDynamics’ fourth quarter and fiscal year 2023 saw continued growth driven by our team’s commitment to innovation,” commented Jim Clemmer, President and Chief Executive Officer of AngioDynamics, Inc.
“Additionally, we recently took another significant step in our transformation by announcing the divestiture of our Dialysis and BioSentry Biopsy businesses, which strengthens our balance sheet and enables an even clearer focus on our high-growth
Med Tech platforms. Looking ahead, we will continue to seek opportunities to further focus the portfolio in order to drive growth and margin expansion.”
Mr. Clemmer continued, “We are now two years into the three-year plan that we provided in July of 2021, and we are at or above our overall revenue growth targets, with our Med Tech segment continuing to comprise an
increasing portion of our overall business. This bodes well for our future, and I’m excited about the differentiated products and clinical data that we will be bringing to market in fiscal year 2024 and beyond.”
Fourth Quarter 2023 Financial Results
Net sales for the fourth quarter of fiscal year 2023 were $91.1 million, an increase of 4.7% compared to the prior-year quarter. Foreign currency translation did not
have a significant impact on the Company's net sales in the quarter.
Med Tech net sales were $26.5 million, a 17.2% increase from $22.6 million in the prior- year period. Med Tech includes the
Auryon peripheral atherectomy platform, the thrombus management platform and the NanoKnife irreversible electroporation platform. Growth was driven by Auryon sales during the quarter of $11.8 million, which increased 22.0%, NanoKnife disposable
sales of $4.6 million, representing an increase of 28.0% compared to the fourth quarter of fiscal 2022, and AlphaVac sales of $1.8 million, an increase of 86.9% over the prior year.
Med Device net sales were $64.6 million, an increase of 0.3% compared to $64.4 million in the prior-year period.
U.S. net sales in the fourth quarter of fiscal 2023 were $74.4 million, an increase of 1.0% from $73.7 million a year ago. International net sales were $16.6 million, an increase of 25.1%, compared to $13.3 million
a year ago.
Gross margin for the fourth quarter of fiscal 2023 was 50.9%, a decrease of 250 basis points compared to the fourth quarter of fiscal 2022, but up sequentially from 50.2% in the third quarter. Gross margin for the
Med Tech business was 64.7%, a decrease of 400 basis points from the fourth quarter of fiscal 2022. Gross margin for the Med Device business was 45.2%, a decrease of 280 basis points compared to the fourth quarter of fiscal 2022. Gross margin
continued to be impacted by inflationary pressures including increased costs for labor and raw materials.
The Company recorded a net loss of $21.5 million, or a loss per share of $0.54, in the fourth quarter of fiscal 2023. This includes a goodwill impairment of $14.5 million, or $0.37 per share, in connection with the
transaction announced on June 8, 2023. This goodwill impairment is described in more detail below. This compares to a net loss of $6.3 million, or a loss per share of $0.16, a year ago.
Excluding the items shown in the non-GAAP reconciliation table below, adjusted net income for the fourth quarter of fiscal 2023 was $0.7 million, and adjusted earnings per share was $0.02, compared to adjusted net
income of $0.3 million and adjusted earnings per share of $0.01 in the prior-year period.
Adjusted EBITDA in the fourth quarter of fiscal 2023, excluding the items shown in the reconciliation table below, was $7.9 million, compared to $6.2 million in the fourth quarter of fiscal 2022.
In the fourth quarter of fiscal 2023, the Company generated $16.0 million in operating cash, had capital expenditures of $1.1 million and $0.5 million in Auryon placement and evaluation units.
At May 31, 2023, the Company had $44.6 million in cash and cash equivalents compared to $30.1 million in cash and cash equivalents at February 28, 2023. The Company had $25.0 million outstanding under its revolving
credit facility and $25.0 million outstanding under the delayed draw term loan at May 31, 2023, equal to the total amounts outstanding on February 28, 2023. Subsequent to quarter end, the Company used part of the proceeds from the divestiture of
its Dialysis and BioSentry Tract Sealant System Biopsy businesses to extinguish its debt.
Full-Year 2023 Financial Results
For the twelve months ended May 31, 2023:
Net sales were $338.8 million, an increase of 7.1%, compared to $316.2 million for the same period a year ago.
Med Tech net sales were $96.7 million, a 22.8% increase from the prior year period. Med Device net sales were $242.1 million, an increase of 1.9% from the prior year period.
Gross margin declined by 100 basis points to 51.4% from 52.4% a year ago as positive impacts from productivity and the growth of the Med Tech business were more
than offset by inflationary pressures including increased costs for labor and raw materials.
The Company's net loss from continuing operations was $52.4 million, or a loss per share of $1.33, compared to a net loss of $26.5 million, or a loss per share of
$0.68, a year ago. This includes a goodwill impairment of $14.5 million, or $0.37 per share, in connection with the transaction announced on June 8, 2023. This goodwill impairment is
described in more detail below.
Excluding the items shown in the non-GAAP reconciliation table below, adjusted net loss was $2.4 million, with adjusted loss per share of $0.06, compared to adjusted net loss of $0.2 million, or adjusted
earnings per share of $0.00, a year ago.
Adjusted EBITDA, excluding the items shown in the reconciliation table below, was $22.6 million, compared to $20.9 million for the same period a year ago.
Goodwill Impairment in Connection with Divestiture
The Dialysis and BioSentry Tract Sealant System Biopsy businesses that were divested subsequent to the Company’s fiscal year end, on June 8, 2023, were accounted for
as “Held for Sale” as of May 31, 2023. As a result, the Company recorded a goodwill impairment during the fiscal fourth quarter ended May 31, 2023. The gain on the sale of these
assets will be recorded in the Company’s first fiscal quarter ending August 31, 2023.
Pro Forma 2023 Performance
In addition to actual results, the tables accompanying this press release reflect pro forma results, which exclude the full-year impact of the Dialysis and BioSentry Tract Sealant System Biopsy businesses that were divested on June 8, 2023.
Fiscal Year 2024 Financial Guidance
The Company expects its fiscal year 2024 net sales to be in the range of $328 to $333 million, gross margin to be approximately
50% to 52% and adjusted loss per share in the range of $0.28 to $0.34. For comparison, pro forma revenue, gross margin, and adjusted loss per share for FY23 when excluding the assets divested to Merit Medical were $306.3 million, 50.5%, and $0.43, respectively.
Conference Call
The Company's management will host a
conference call today at 8:00 a.m. ET to discuss its fourth quarter and fiscal year 2023 results.
To participate in the conference call, dial 1-877-407-0784 (domestic) or +1- 201-689-8560 (international) and refer to the passcode 13739492.
This conference call will also be webcast and can be accessed from the “Investors” section of the AngioDynamics website at www.angiodynamics.com. The webcast replay of the call will be available at the same site approximately one hour after the end of the call.
A recording of the call will also be available from 11:00 a.m. ET on Wednesday, July 12, 2023, until 11:59 p.m. ET on Wednesday, July 19, 2023. To hear this recording, dial 1-844-512-2921 (domestic) or
+1-412-317-6671 (international) and enter the passcode 13739492.
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 results, 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.
About AngioDynamics, Inc.
AngioDynamics is a leading and transformative medical technology company focused on restoring healthy blood flow in the body’s vascular system, expanding cancer treatment options and improving quality of life for patients.
The Company’s innovative technologies and devices are chosen by talented physicians in fast-growing healthcare markets to treat unmet patient needs. For more
information, visit www.angiodynamics.com.
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," “projects”, "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 materially from AngioDynamics' expectations, expressed or implied. Factors that may
affect the actual results achieved by AngioDynamics include, without limitation, the scale and scope of the COVID-19 global pandemic, the ability of AngioDynamics to develop its existing and new products, technological advances and patents
attained by competitors, infringement of AngioDynamics' technology or assertions that AngioDynamics' technology infringes the technology of third parties, the ability of AngioDynamics to effectively compete against competitors that have
substantially greater resources, future actions by the FDA or other regulatory agencies, domestic and foreign health care reforms and government regulations, results of pending or future clinical trials, overall economic conditions (including
inflation, labor shortages and supply chain challenges including the cost and availability of raw materials), the results of on-going litigation, challenges with respect to third-party distributors or joint venture
partners or collaborators, the results of sales efforts, the effects of product recalls and product liability claims, changes in key personnel, the ability of AngioDynamics to execute on strategic initiatives, the effects of economic, credit and
capital market conditions, general market conditions, market acceptance, foreign currency exchange rate fluctuations, the effects on pricing from group purchasing organizations and competition, the ability of AngioDynamics to obtain regulatory clearances or approval of its products, or to integrate acquired businesses, as well as the risk factors listed from time to time in AngioDynamics' SEC filings, including but not limited to its Annual
Report on Form 10-K for the year ended May 31, 2022. AngioDynamics does not assume any obligation to publicly update or revise any forward-looking statements for any reason.
In the United States, the NanoKnife System has received a 510(k) clearance by the Food and Drug Administration for use in the surgical ablation of soft tissue and is similarly approved for commercialization in
Canada, the European Union and Australia. The NanoKnife System has not been cleared for the treatment or therapy of a specific disease or condition.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(in thousands, except per share data)
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Three Months Ended
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Twelve Months Ended
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|||||||||||||||
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May 31, 2023
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May 31, 2022
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May 31, 2023
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May 31, 2022
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(unaudited)
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(unaudited)
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(audited)
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||||||||||||||
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Net sales
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$
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91,074
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$
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86,998
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$
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338,752
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$
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316,219
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Cost of sales (exclusive of intangible amortization)
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44,715
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40,543
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164,506
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150,487
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Gross profit
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46,359
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46,455
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174,246
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165,732
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% of net sales
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50.9
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%
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53.4
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%
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51.4
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%
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52.4
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%
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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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7,860
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7,866
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29,883
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30,739
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Sales and marketing
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26,293
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26,833
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104,249
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95,301
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||||||||||||
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General and administrative
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10,228
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11,103
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40,003
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38,451
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Amortization of intangibles
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4,406
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4,853
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18,790
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19,458
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||||||||||||
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Goodwill impairment
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14,549
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—
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14,549
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—
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||||||||||||
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Change in fair value of contingent consideration
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236
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207
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2,320
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1,212
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Acquisition, restructuring and other items, net
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3,624
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1,990
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15,633
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9,042
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Total operating expenses
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67,196
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52,852
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225,427
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194,203
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||||||||||||
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Operating loss
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(20,837
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)
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(6,397
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)
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(51,181
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)
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(28,471
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)
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||||||||
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Interest expense, net
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(901
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)
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(185
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)
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(2,702
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)
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(688
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)
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Other expense, net
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(127
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)
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(139
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)
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(554
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)
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(790
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)
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Total other expense, net
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(1,028
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)
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(324
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)
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(3,256
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)
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(1,478
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)
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Loss before income tax benefit
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(21,865
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)
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(6,721
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)
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(54,437
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)
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(29,949
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)
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||||||||
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Income tax benefit
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(398
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)
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(455
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)
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(1,995
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)
|
(3,402
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)
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||||||||
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Net loss
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$
|
(21,467
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)
|
$
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(6,266
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)
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$
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(52,442
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)
|
$
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(26,547
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)
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||||
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Loss per share
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||||||||||||||||
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Basic
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$
|
(0.54
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)
|
$
|
(0.16
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)
|
$
|
(1.33
|
)
|
$
|
(0.68
|
)
|
||||
|
Diluted
|
$
|
(0.54
|
)
|
$
|
(0.16
|
)
|
$
|
(1.33
|
)
|
$
|
(0.68
|
)
|
||||
|
|
||||||||||||||||
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Weighted average shares outstanding
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||||||||||||||||
|
Basic
|
39,608
|
39,160
|
39,480
|
39,009
|
||||||||||||
|
Diluted
|
39,608
|
39,160
|
39,480
|
39,009
|
||||||||||||
ANGIODYNAMICS, INC. AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATION
(in thousands, except per share data)
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Reconciliation of Net Loss to non-GAAP Adjusted Net Loss Before Goodwill Impairment:
|
||||||||||||||||
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
May 31, 2023
|
May 31, 2022
|
May 31, 2023
|
May 31, 2022
|
|||||||||||||
|
(unaudited)
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(unaudited)
|
|||||||||||||||
|
Net loss
|
$
|
(21,467
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)
|
$
|
(6,266
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)
|
$
|
(52,442
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)
|
$
|
(26,547
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)
|
||||
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Goodwill impairment
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14,549
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—
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14,549
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—
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||||||||||||
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Net loss adjusted for goodwill impairment*
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$
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(6,918
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)
|
$
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(6,266
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)
|
$
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(37,893
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)
|
$
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(26,547
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)
|
||||
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Reconciliation of Diluted Loss Per Share to non-GAAP Adjusted Diluted Loss Per Share Before Goodwill Impairment:
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||||||||||||||||
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
May 31, 2023
|
May 31, 2022
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May 31, 2023
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May 31, 2022
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|||||||||||||
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(unaudited)
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(unaudited)
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|||||||||||||||
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Diluted loss per share
|
$
|
(0.54
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)
|
$
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(0.16
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)
|
$
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(1.33
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)
|
$
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(0.68
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)
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||||
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Goodwill impairment
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0.37
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—
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0.37
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—
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||||||||||||
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Adjusted diluted loss per share adjusted for goodwill impairment*
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$
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(0.17
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)
|
$
|
(0.16
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)
|
$
|
(0.96
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)
|
$
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(0.68
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)
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||||
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Adjusted diluted sharecount
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39,608
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39,160
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39,480
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39,009
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*This does not include the Company's customary adjustments included on the next page.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATION
(in thousands, except per share data)
|
Reconciliation of Net Loss to non-GAAP Adjusted Net Income (Loss):
|
||||||||||||||||
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
May 31, 2023
|
May 31, 2022
|
May 31, 2023
|
May 31, 2022
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
|||||||||||||||
|
Net loss
|
$
|
(21,467
|
)
|
$
|
(6,266
|
)
|
$
|
(52,442
|
)
|
$
|
(26,547
|
)
|
||||
|
Amortization of intangibles
|
4,406
|
4,853
|
18,790
|
19,458
|
||||||||||||
|
Goodwill impairment
|
14,549
|
—
|
14,549
|
—
|
||||||||||||
|
Change in fair value of contingent consideration
|
236
|
207
|
2,320
|
1,212
|
||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
3,624
|
1,990
|
15,633
|
9,042
|
||||||||||||
|
Tax effect of non-GAAP items (2)
|
(617
|
)
|
(531
|
)
|
(1,272
|
)
|
(3,347
|
)
|
||||||||
|
Adjusted net income (loss)
|
$
|
731
|
$
|
253
|
$
|
(2,422
|
)
|
$
|
(182
|
)
|
||||||
|
Reconciliation of Diluted Loss Per Share to non-GAAP Adjusted Diluted Earnings (Loss) Per Share:
|
||||||||||||||||
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
May 31, 2023
|
May 31, 2022
|
May 31, 2023
|
May 31, 2022
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
|||||||||||||||
|
Diluted loss per share
|
$
|
(0.54
|
)
|
$
|
(0.16
|
)
|
$
|
(1.33
|
)
|
$
|
(0.68
|
)
|
||||
|
Amortization of intangibles
|
0.11
|
0.12
|
0.48
|
0.50
|
||||||||||||
|
Goodwill impairment
|
0.37
|
—
|
0.37
|
—
|
||||||||||||
|
Change in fair value of contingent consideration
|
0.01
|
0.01
|
0.06
|
0.03
|
||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
0.09
|
0.05
|
0.39
|
0.24
|
||||||||||||
|
Tax effect of non-GAAP items (2)
|
(0.02
|
)
|
(0.01
|
)
|
(0.03
|
)
|
(0.09
|
)
|
||||||||
|
Adjusted diluted earnings (loss) per share
|
$
|
0.02
|
$
|
0.01
|
$
|
(0.06
|
)
|
$
|
0.00
|
|||||||
|
|
||||||||||||||||
|
Adjusted diluted sharecount (3)
|
39,916
|
40,250
|
39,480
|
39,009
|
||||||||||||
(1) Includes costs related to merger and acquisition activities, restructuring, and unusual items, including asset impairments and write-offs, certain litigation, and other items.
(2) Adjustment to reflect the income tax provision on a non-GAAP basis has been calculated assuming no valuation allowance on the Company's U.S. deferred tax assets and an effective tax rate of 23% for the periods
ended May 31, 2023 and May 31, 2022.
(3) Diluted shares may differ for non-GAAP measures as compared to GAAP due to a GAAP loss.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATION (Continued)
(in thousands, except per share data)
|
Reconciliation of Net Loss to Adjusted EBITDA:
|
||||||||||||||||
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
May 31, 2023
|
May 31, 2022
|
May 31, 2023
|
May 31, 2022
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
|||||||||||||||
|
Net loss
|
$
|
(21,467
|
)
|
$
|
(6,266
|
)
|
$
|
(52,442
|
)
|
$
|
(26,547
|
)
|
||||
|
Income tax benefit
|
(398
|
)
|
(455
|
)
|
(1,995
|
)
|
(3,402
|
)
|
||||||||
|
Interest expense, net
|
901
|
185
|
2,702
|
688
|
||||||||||||
|
Depreciation and amortization
|
7,506
|
7,628
|
30,681
|
29,194
|
||||||||||||
|
Goodwill impairment
|
14,549
|
—
|
14,549
|
—
|
||||||||||||
|
Change in fair value of contingent consideration
|
236
|
207
|
2,320
|
1,212
|
||||||||||||
|
Stock based compensation
|
2,981
|
2,903
|
11,158
|
10,692
|
||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
3,624
|
1,990
|
15,633
|
9,042
|
||||||||||||
|
Adjusted EBITDA
|
$
|
7,932
|
$
|
6,192
|
$
|
22,606
|
$
|
20,879
|
||||||||
|
Per diluted share:
|
||||||||||||||||
|
Adjusted EBITDA
|
$
|
0.20
|
$
|
0.15
|
$
|
0.57
|
$
|
0.54
|
||||||||
(1) Includes costs related to merger and acquisition activities, restructuring, and unusual items, including asset impairments and write-offs, certain litigation, and other items.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
NET SALES BY PRODUCT CATEGORY AND BY GEOGRAPHY
(in thousands)
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||||||||||||||||||||||||||
|
May 31, 2023
|
May 31, 2022
|
%
Growth
|
Currency
Impact
|
Constant
Currency
Growth
|
May 31, 2023
|
May 31, 2022
|
%
Growth
|
Currency
Impact
|
Constant
Currency
Growth
|
|||||||||||||||||||||||||||||||
|
(unaudited)
|
(unaudited)
|
|||||||||||||||||||||||||||||||||||||||
|
Net Sales
|
||||||||||||||||||||||||||||||||||||||||
|
Med Tech
|
$
|
26,494
|
$
|
22,611
|
17.2
|
%
|
$
|
96,687
|
$
|
78,717
|
22.8
|
%
|
||||||||||||||||||||||||||||
|
Med Device
|
64,580
|
64,387
|
0.3
|
%
|
242,065
|
237,502
|
1.9
|
%
|
||||||||||||||||||||||||||||||||
|
$
|
91,074
|
$
|
86,998
|
4.7
|
%
|
0.2
|
%
|
4.9
|
%
|
$
|
338,752
|
$
|
316,219
|
7.1
|
%
|
0.4
|
%
|
7.5
|
%
|
|||||||||||||||||||||
|
Net Sales by Geography
|
||||||||||||||||||||||||||||||||||||||||
|
United States
|
$
|
74,439
|
$
|
73,704
|
1.0
|
%
|
$
|
282,713
|
$
|
265,963
|
6.3
|
%
|
||||||||||||||||||||||||||||
|
International
|
16,635
|
13,294
|
25.1
|
%
|
1.1
|
%
|
26.2
|
%
|
56,039
|
50,256
|
11.5
|
%
|
2.5
|
%
|
14.0
|
%
|
||||||||||||||||||||||||
|
$
|
91,074
|
$
|
86,998
|
4.7
|
%
|
0.2
|
%
|
4.9
|
%
|
$
|
338,752
|
$
|
316,219
|
7.1
|
%
|
0.4
|
%
|
7.5
|
%
|
|||||||||||||||||||||
GROSS PROFIT BY PRODUCT CATEGORY
(in thousands)
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||||||||||||
|
May 31, 2023
|
May 31, 2022
|
% Change
|
May 31, 2023
|
May 31, 2022
|
% Change
|
|||||||||||||||||||||
|
(unaudited)
|
(unaudited)
|
|||||||||||||||||||||||||
|
Med Tech
|
$
|
17,150
|
$
|
15,524
|
10.5
|
%
|
$
|
61,966
|
$
|
52,584
|
17.8
|
% | ||||||||||||||
|
Gross profit % of sales
|
64.7
|
%
|
68.7
|
%
|
64.1
|
%
|
66.8
|
%
|
||||||||||||||||||
|
Med Device
|
$
|
29,209
|
$
|
30,931
|
(5.6
|
) |
%
|
$
|
112,280
|
$
|
113,148
|
(0.8
|
)
|
% |
||||||||||||
|
Gross profit % of sales
|
45.2
|
%
|
48.0
|
%
|
46.4
|
%
|
47.6
|
%
|
||||||||||||||||||
|
Total
|
$
|
46,359
|
$
|
46,455
|
(0.2
|
) |
%
|
$
|
174,246
|
$
|
165,732
|
5.1
|
% |
|||||||||||||
|
Gross profit % of sales
|
50.9
|
%
|
53.4
|
%
|
51.4
|
%
|
52.4
|
%
|
||||||||||||||||||
ANGIODYNAMICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
|
May 31, 2023
|
May 31, 2022
|
|||||||
|
(unaudited)
|
(audited)
|
|||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
44,620
|
$
|
28,825
|
||||
|
Accounts receivable, net
|
52,826
|
52,304
|
||||||
|
Inventories
|
55,325
|
51,392
|
||||||
|
Prepaid expenses and other
|
4,617
|
10,824
|
||||||
|
Current assets held for sale
|
6,154
|
—
|
||||||
|
Total current assets
|
163,542
|
143,345
|
||||||
|
Property, plant and equipment, net
|
44,384
|
45,005
|
||||||
|
Other assets
|
10,676
|
10,963
|
||||||
|
Intangible assets, net
|
111,144
|
152,380
|
||||||
|
Goodwill
|
159,238
|
201,058
|
||||||
|
Non-current assets held for sale
|
43,653
|
—
|
||||||
|
Total assets
|
$
|
532,637
|
$
|
552,751
|
||||
|
Liabilities and stockholders' equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
40,445
|
$
|
28,047
|
||||
|
Accrued liabilities
|
26,617
|
34,842
|
||||||
|
Current portion of contingent consideration
|
14,761
|
8,783
|
||||||
|
Other current liabilities
|
2,002
|
2,652
|
||||||
|
Total current liabilities
|
83,825
|
74,324
|
||||||
|
Long-term debt, net of current portion
|
49,818
|
25,000
|
||||||
|
Deferred income taxes
|
12,813
|
16,037
|
||||||
|
Contingent consideration, net of current portion
|
4,535
|
8,165
|
||||||
|
Other long-term liabilities
|
3,350
|
4,736
|
||||||
|
Total liabilities
|
154,341
|
128,262
|
||||||
|
Stockholders' equity
|
378,296
|
424,489
|
||||||
|
Total Liabilities and Stockholders' Equity
|
$
|
532,637
|
$
|
552,751
|
||||
ANGIODYNAMICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
May 31, 2023
|
May 31, 2022
|
May 31, 2023
|
May 31, 2022
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(audited)
|
||||||||||||||
|
Cash flows from operating activities:
|
||||||||||||||||
|
Net loss
|
$
|
(21,467
|
)
|
$
|
(6,266
|
)
|
$
|
(52,442
|
)
|
$
|
(26,547
|
)
|
||||
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||||||||||
|
Depreciation and amortization
|
7,557
|
7,667
|
30,873
|
29,349
|
||||||||||||
|
Non-cash lease expense
|
601
|
617
|
2,484
|
2,439
|
||||||||||||
|
Goodwill impairment
|
14,549
|
—
|
14,549
|
—
|
||||||||||||
|
Stock based compensation
|
2,981
|
2,903
|
11,158
|
10,692
|
||||||||||||
|
Change in fair value of contingent consideration
|
236
|
207
|
2,320
|
1,212
|
||||||||||||
|
Deferred income tax provision
|
(558
|
)
|
(587
|
)
|
(2,310
|
)
|
(3,708
|
)
|
||||||||
|
Change in accounts receivable allowances
|
135
|
184
|
695
|
118
|
||||||||||||
|
Asset impairments and disposals
|
147
|
146
|
291
|
391
|
||||||||||||
|
Other
|
(197
|
)
|
(66
|
)
|
(514
|
)
|
(93
|
)
|
||||||||
|
Changes in operating assets and liabilities, net of acquisitions:
|
||||||||||||||||
|
Accounts receivable
|
(2,058
|
)
|
(10,710
|
)
|
(1,299
|
)
|
(17,151
|
)
|
||||||||
|
Inventories
|
4,056
|
(3,384
|
)
|
(8,198
|
)
|
(2,796
|
)
|
|||||||||
|
Prepaid expenses and other
|
724
|
2,135
|
332
|
(5,012
|
)
|
|||||||||||
|
Accounts payable, accrued and other liabilities
|
9,248
|
15,714
|
2,139
|
3,912
|
||||||||||||
|
Net cash provided by (used in) operating activities
|
15,954
|
8,560
|
78
|
(7,194
|
)
|
|||||||||||
|
Cash flows from investing activities:
|
||||||||||||||||
|
Additions to property, plant and equipment
|
(1,056
|
)
|
(1,039
|
)
|
(3,812
|
)
|
(4,297
|
)
|
||||||||
|
Additions to placement and evaluation units
|
(472
|
)
|
(2,734
|
)
|
(5,394
|
)
|
(11,410
|
)
|
||||||||
|
Acquisition of intangibles
|
—
|
—
|
(540
|
)
|
—
|
|||||||||||
|
Cash paid in acquisition
|
—
|
—
|
—
|
(3,600
|
)
|
|||||||||||
|
Net cash used in investing activities
|
(1,528
|
)
|
(3,773
|
)
|
(9,746
|
)
|
(19,307
|
)
|
||||||||
|
Cash flows from financing activities:
|
||||||||||||||||
|
Proceeds from issuance of long-term debt
|
—
|
—
|
70,000
|
—
|
||||||||||||
|
Repayment of long-term debt
|
—
|
—
|
(45,000
|
)
|
—
|
|||||||||||
|
Proceeds from borrowings on long-term debt
|
—
|
—
|
—
|
5,000
|
||||||||||||
|
Deferred financing costs on long-term debt
|
—
|
—
|
(751
|
)
|
—
|
|||||||||||
|
Proceeds from exercise of stock options and employee stock purchase plan
|
—
|
329
|
1,171
|
2,683
|
||||||||||||
|
Net cash provided by financing activities
|
—
|
329
|
25,420
|
7,683
|
||||||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
83
|
(181
|
)
|
43
|
(518
|
)
|
||||||||||
|
Increase (decrease) in cash and cash equivalents
|
14,509
|
4,935
|
15,795
|
(19,336
|
)
|
|||||||||||
|
Cash and cash equivalents at beginning of period
|
30,111
|
23,890
|
28,825
|
48,161
|
||||||||||||
|
Cash and cash equivalents at end of period
|
$
|
44,620
|
$
|
28,825
|
$
|
44,620
|
$
|
28,825
|
||||||||
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED INCOME STATEMENTS
Three Months Ended August 31, 2022
(in thousands, except per share data)
|
As Reported (1)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
|||||||||||||
|
Net sales
|
$
|
81,537
|
$
|
(7,746
|
)
|
(2) |
$
|
73,791
|
|||||||
|
Cost of sales (exclusive of intangible amortization)
|
39,232
|
(3,108
|
)
|
(2) |
36,124
|
||||||||||
|
Gross profit
|
42,305
|
(4,638
|
)
|
37,667
|
|||||||||||
|
% of net sales
|
51.9
|
%
|
51.0
|
%
|
|||||||||||
|
Operating expenses
|
|||||||||||||||
|
Research and development
|
8,333
|
(62
|
)
|
(2) |
8,271
|
||||||||||
|
Sales and marketing
|
26,543
|
(19
|
)
|
(2) |
26,524
|
||||||||||
|
General and administrative
|
10,101
|
(1
|
)
|
(2) |
10,100
|
||||||||||
|
Amortization of intangibles
|
4,837
|
(483
|
)
|
(2) |
4,354
|
||||||||||
|
Change in fair value of contingent consideration
|
211
|
—
|
211
|
||||||||||||
|
Acquisition, restructuring and other items, net
|
5,581
|
(17
|
)
|
(2) |
5,564
|
||||||||||
|
Total operating expenses
|
55,606
|
(582
|
)
|
55,024
|
|||||||||||
|
Operating loss
|
(13,301
|
)
|
(4,056
|
)
|
(17,357
|
)
|
|||||||||
|
Interest expense, net
|
(381
|
)
|
—
|
(381
|
)
|
||||||||||
|
Other expense, net
|
(175
|
)
|
—
|
(175
|
)
|
||||||||||
|
Total other expense, net
|
(556
|
)
|
—
|
(556
|
)
|
||||||||||
|
Loss before income tax benefit
|
(13,857
|
)
|
(4,056
|
)
|
(17,913
|
)
|
|||||||||
|
Income tax benefit
|
(853
|
)
|
—
|
(3) |
(853
|
)
|
|||||||||
|
Net loss
|
$
|
(13,004
|
)
|
$
|
(4,056
|
)
|
$
|
(17,060
|
)
|
||||||
|
Loss per share
|
|||||||||||||||
|
Basic
|
$
|
(0.33
|
)
|
$
|
(0.43
|
)
|
|||||||||
|
Diluted
|
$
|
(0.33
|
)
|
$
|
(0.43
|
)
|
|||||||||
|
Weighted average shares outstanding
|
|||||||||||||||
|
Basic
|
39,302
|
39,302
|
|||||||||||||
|
Diluted
|
39,302
|
39,302
|
|||||||||||||
(1) Reflects the Company's historical US GAAP consolidated financial statements, as reported, before pro forma adjustments related to the sale of the Dialysis and BioSentry Biopsy Businesses ("the Business") for the three months ended August
31, 2022.
(2) Reflects the elimination of revenues and expenses representing the historical operating results of the Business.
(3) There are no adjustments for income tax expense or deferred taxes when considering valuation allowances on the Company's deferred taxes.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA GAAP TO NON-GAAP RECONCILIATION
Three Months Ended August 31, 2022
(in thousands, except per share data)
|
Reconciliation of Net Loss to non-GAAP Adjusted Net Loss:
|
||||||||||||||||
|
As Reported (4)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Net loss
|
$
|
(13,004
|
)
|
$
|
(4,056
|
)
|
(5)
|
$
|
(17,060
|
)
|
||||||
|
Amortization of intangibles
|
4,837
|
(483
|
)
|
(5)
|
4,354
|
|||||||||||
|
Change in fair value of contingent consideration
|
211
|
—
|
211
|
|||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
5,581
|
(17
|
)
|
(5)
|
5,564
|
|||||||||||
|
Tax effect of non-GAAP items (2)
|
(111
|
)
|
1,048
|
937
|
||||||||||||
|
Adjusted net loss
|
$
|
(2,486
|
)
|
$
|
(3,508
|
)
|
$
|
(5,994
|
)
|
|||||||
|
Reconciliation of Diluted Loss Per Share to non-GAAP Adjusted Diluted Loss Per Share:
|
||||||||||||||||
|
As Reported (4)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Diluted loss per share
|
$
|
(0.33
|
)
|
$
|
(0.11
|
)
|
(5)
|
$
|
(0.44
|
)
|
||||||
|
Amortization of intangibles
|
0.12
|
(0.01
|
)
|
(5)
|
0.11
|
|||||||||||
|
Change in fair value of contingent consideration
|
0.01
|
—
|
0.01
|
|||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
0.14
|
—
|
0.14
|
|||||||||||||
|
Tax effect of non-GAAP items (2)
|
—
|
0.03
|
0.03
|
|||||||||||||
|
Adjusted diluted loss per share
|
$
|
(0.06
|
)
|
$
|
(0.09
|
)
|
$
|
(0.15
|
)
|
|||||||
|
|
||||||||||||||||
|
Adjusted diluted sharecount (3)
|
39,302
|
39,302
|
||||||||||||||
(1) Includes costs related to merger and acquisition activities, restructuring, and unusual items, including asset impairments and write-offs, certain litigation, and other items.
(2) Adjustment to reflect the income tax provision on a non-GAAP basis has been calculated assuming no valuation allowance on the Company's U.S. deferred tax assets and an effective tax rate of 23% for the periods
ended August 31, 2022.
(3) Diluted shares may differ for non-GAAP measures as compared to GAAP due to a GAAP loss.
(4) Reflects the Company's historical US GAAP consolidated financial statements, as reported, before pro forma adjustments related to the sale of the Business for the three months ended August 31, 2022.
(5) Reflects the elimination of revenues and expenses representing the historical operating results of the Business.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA GAAP TO NON-GAAP RECONCILIATION (Continued)
Three Months Ended August 31, 2022
(in thousands, except per share data)
|
Reconciliation of Net Loss to Adjusted EBITDA:
|
||||||||||||||||
|
As Reported (2)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Net loss
|
$
|
(13,004
|
)
|
$
|
(4,056
|
)
|
(3)
|
$
|
(17,060
|
)
|
||||||
|
Income tax benefit
|
(853
|
)
|
—
|
(853
|
)
|
|||||||||||
|
Interest expense, net
|
381
|
—
|
381
|
|||||||||||||
|
Depreciation and amortization
|
7,621
|
(490
|
)
|
(3)
|
7,131
|
|||||||||||
|
Change in fair value of contingent consideration
|
211
|
—
|
211
|
|||||||||||||
|
Stock based compensation
|
3,024
|
—
|
3,024
|
|||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
5,581
|
(17
|
)
|
(3)
|
5,564
|
|||||||||||
|
Adjusted EBITDA
|
$
|
2,961
|
$
|
(4,563
|
)
|
$
|
(1,602
|
)
|
||||||||
|
|
||||||||||||||||
|
Per diluted share:
|
||||||||||||||||
|
Adjusted EBITDA
|
$
|
0.08
|
$
|
(0.12
|
)
|
$
|
(0.04
|
)
|
||||||||
(1) Includes costs related to merger and acquisition activities, restructuring, and unusual items, including asset impairments and write-offs, certain litigation, and other items.
(2) Reflects the Company's historical US GAAP consolidated financial statements, as reported, before pro forma adjustments related to the sale of the Business for the three months ended August 31, 2022.
(3) Reflects the elimination of revenues and expenses representing the historical operating results of the Business.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED INCOME STATEMENTS
Three Months Ended November 30, 2022
(in thousands, except per share data)
|
As Reported (1)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Net sales
|
$
|
85,429
|
$
|
(8,442
|
)
|
(2)
|
$
|
76,987
|
||||||||
|
Cost of sales (exclusive of intangible amortization)
|
40,351
|
(3,184
|
)
|
(2)
|
37,167
|
|||||||||||
|
Gross profit
|
45,078
|
(5,258
|
)
|
39,820
|
||||||||||||
|
% of net sales
|
52.8
|
%
|
51.7
|
%
|
||||||||||||
|
Operating expenses
|
||||||||||||||||
|
Research and development
|
6,838
|
(66
|
)
|
(2)
|
6,772
|
|||||||||||
|
Sales and marketing
|
26,007
|
(15
|
)
|
(2)
|
25,992
|
|||||||||||
|
General and administrative
|
10,835
|
2
|
(2)
|
10,837
|
||||||||||||
|
Amortization of intangibles
|
4,808
|
(483
|
)
|
(2)
|
4,325
|
|||||||||||
|
Change in fair value of contingent consideration
|
1,646
|
—
|
1,646
|
|||||||||||||
|
Acquisition, restructuring and other items, net
|
3,059
|
—
|
3,059
|
|||||||||||||
|
Total operating expenses
|
53,193
|
(562
|
)
|
52,631
|
||||||||||||
|
Operating loss
|
(8,115
|
)
|
(4,696
|
)
|
(12,811
|
)
|
||||||||||
|
Interest expense, net
|
(684
|
)
|
—
|
(684
|
)
|
|||||||||||
|
Other expense, net
|
(252
|
)
|
—
|
(252
|
)
|
|||||||||||
|
Total other expense, net
|
(936
|
)
|
—
|
(936
|
)
|
|||||||||||
|
Loss before income tax benefit
|
(9,051
|
)
|
(4,696
|
)
|
(13,747
|
)
|
||||||||||
|
Income tax benefit
|
(565
|
)
|
—
|
(3)
|
(565
|
)
|
||||||||||
|
Net loss
|
$
|
(8,486
|
)
|
$
|
(4,696
|
)
|
$
|
(13,182
|
)
|
|||||||
|
Loss per share
|
||||||||||||||||
|
Basic
|
$
|
(0.21
|
)
|
$
|
(0.33
|
)
|
||||||||||
|
Diluted
|
$
|
(0.21
|
)
|
$
|
(0.33
|
)
|
||||||||||
|
Weighted average shares outstanding
|
||||||||||||||||
|
Basic
|
39,490
|
39,490
|
||||||||||||||
|
Diluted
|
39,490
|
39,490
|
||||||||||||||
(1) Reflects the Company's historical US GAAP consolidated financial statements, as reported, before pro forma adjustments related to the sale of the Business for the three months ended November 30, 2022.
(2) Reflects the elimination of revenues and expenses representing the historical operating results of the Business.
(3) There are no adjustments for income tax expense or deferred taxes when considering valuation allowances on the Company's deferred taxes.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA GAAP TO NON-GAAP RECONCILIATION
Three Months Ended November 30, 2022
(in thousands, except per share data)
|
Reconciliation of Net Loss to non-GAAP Adjusted Net Income (Loss):
|
||||||||||||||||
|
As Reported (4)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Net loss
|
$
|
(8,486
|
)
|
$
|
(4,696
|
)
|
(5)
|
$
|
(13,182
|
)
|
||||||
|
Amortization of intangibles
|
4,808
|
(483
|
)
|
(5)
|
4,325
|
|||||||||||
|
Change in fair value of contingent consideration
|
1,646
|
—
|
1,646
|
|||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
3,059
|
—
|
3,059
|
|||||||||||||
|
Tax effect of non-GAAP items (2)
|
(671
|
)
|
1,191
|
520
|
||||||||||||
|
Adjusted net income (loss)
|
$
|
356
|
$
|
(3,988
|
)
|
$
|
(3,632
|
)
|
||||||||
|
Reconciliation of Diluted Loss Per Share to non-GAAP Adjusted Diluted Earnings (Loss) Per Share:
|
||||||||||||||||
|
As Reported (4)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Diluted loss per share
|
$
|
(0.21
|
)
|
$
|
(0.12
|
)
|
(5)
|
$
|
(0.33
|
)
|
||||||
|
Amortization of intangibles
|
0.12
|
(0.01
|
)
|
(5)
|
0.11
|
|||||||||||
|
Change in fair value of contingent consideration
|
0.04
|
—
|
0.04
|
|||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
0.08
|
—
|
0.08
|
|||||||||||||
|
Tax effect of non-GAAP items (2)
|
(0.02
|
)
|
0.03
|
0.01
|
||||||||||||
|
Adjusted diluted earnings (loss) per share
|
$
|
0.01
|
$
|
(0.10
|
)
|
$
|
(0.09
|
)
|
||||||||
|
|
||||||||||||||||
|
Adjusted diluted sharecount (3)
|
40,059
|
39,490
|
||||||||||||||
(1) Includes costs related to merger and acquisition activities, restructuring, and unusual items, including asset impairments and write-offs, certain litigation, and other items.
(2) Adjustment to reflect the income tax provision on a non-GAAP basis has been calculated assuming no valuation allowance on the Company's U.S. deferred tax assets and an effective tax rate of 23% for the periods
ended November 30, 2022.
(3) Diluted shares may differ for non-GAAP measures as compared to GAAP due to a GAAP loss.
(4) Reflects the Company's historical US GAAP consolidated financial statements, as reported, before pro forma adjustments related to the sale of the Business for the three months ended November 30, 2022.
(5) Reflects the elimination of revenues and expenses representing the historical operating results of the Business.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA GAAP TO NON-GAAP RECONCILIATION (Continued)
Three Months Ended November 30, 2022
(in thousands, except per share data)
|
Reconciliation of Net Loss to Adjusted EBITDA:
|
||||||||||||||||
|
As Reported (2)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Net loss
|
$
|
(8,486
|
)
|
$
|
(4,696
|
)
|
(3)
|
$
|
(13,182
|
)
|
||||||
|
Income tax benefit
|
(565
|
)
|
—
|
(565
|
)
|
|||||||||||
|
Interest expense, net
|
684
|
—
|
684
|
|||||||||||||
|
Depreciation and amortization
|
7,767
|
(491
|
)
|
(3)
|
7,276
|
|||||||||||
|
Change in fair value of contingent consideration
|
1,646
|
—
|
1,646
|
|||||||||||||
|
Stock based compensation
|
3,350
|
—
|
3,350
|
|||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
3,059
|
—
|
3,059
|
|||||||||||||
|
Adjusted EBITDA
|
$
|
7,455
|
$
|
(5,187
|
)
|
$
|
2,268
|
|||||||||
|
Per diluted share:
|
||||||||||||||||
|
Adjusted EBITDA
|
$
|
0.19
|
$
|
(0.13
|
)
|
$
|
0.06
|
|||||||||
(1) Includes costs related to merger and acquisition activities, restructuring, and unusual items, including asset impairments and write-offs, certain litigation, and other items.
(2) Reflects the Company's historical US GAAP consolidated financial statements, as reported, before pro forma adjustments related to the sale of the Business for the three months ended November 30, 2022.
(3) Reflects the elimination of revenues and expenses representing the historical operating results of the Business.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED INCOME STATEMENTS
Three Months Ended February 28, 2023
(in thousands, except per share data)
|
As Reported (1)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Net sales
|
$
|
80,712
|
$
|
(7,502
|
)
|
(2)
|
$
|
73,210
|
||||||||
|
Cost of sales (exclusive of intangible amortization)
|
40,208
|
(3,027
|
)
|
(2)
|
37,181
|
|||||||||||
|
Gross profit
|
40,504
|
(4,475
|
)
|
36,029
|
||||||||||||
|
% of net sales
|
50.2
|
%
|
49.2
|
%
|
||||||||||||
|
Operating expenses
|
||||||||||||||||
|
Research and development
|
6,852
|
(39
|
)
|
(2)
|
6,813
|
|||||||||||
|
Sales and marketing
|
25,406
|
(11
|
)
|
(2)
|
25,395
|
|||||||||||
|
General and administrative
|
8,839
|
6
|
(2)
|
8,845
|
||||||||||||
|
Amortization of intangibles
|
4,739
|
(484
|
)
|
(2)
|
4,255
|
|||||||||||
|
Change in fair value of contingent consideration
|
227
|
—
|
227
|
|||||||||||||
|
Acquisition, restructuring and other items, net
|
3,369
|
—
|
3,369
|
|||||||||||||
|
Total operating expenses
|
49,432
|
(528
|
)
|
48,904
|
||||||||||||
|
Operating loss
|
(8,928
|
)
|
(3,947
|
)
|
(12,875
|
)
|
||||||||||
|
Interest expense, net
|
(736
|
)
|
—
|
(736
|
)
|
|||||||||||
|
Other income (expense), net
|
—
|
—
|
—
|
|||||||||||||
|
Total other expense, net
|
(736
|
)
|
—
|
(736
|
)
|
|||||||||||
|
Loss before income tax benefit
|
(9,664
|
)
|
(3,947
|
)
|
(13,611
|
)
|
||||||||||
|
Income tax benefit
|
(179
|
)
|
—
|
(3)
|
(179
|
)
|
||||||||||
|
Net loss
|
$
|
(9,485
|
)
|
$
|
(3,947
|
)
|
$
|
(13,432
|
)
|
|||||||
|
Loss per share
|
||||||||||||||||
|
Basic
|
$
|
(0.24
|
)
|
$
|
(0.34
|
)
|
||||||||||
|
Diluted
|
$
|
(0.24
|
)
|
$
|
(0.34
|
)
|
||||||||||
|
Weighted average shares outstanding
|
||||||||||||||||
|
Basic
|
39,509
|
39,509
|
||||||||||||||
|
Diluted
|
39,509
|
39,509
|
||||||||||||||
(1) Reflects the Company's historical US GAAP consolidated financial statements, as reported, before pro forma adjustments related to the sale of the Business for the three months ended February 28, 2023.
(2) Reflects the elimination of revenues and expenses representing the historical operating results of the Business.
(3) There are no adjustments for income tax expense or deferred taxes when considering valuation allowances on the Company's deferred taxes.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA GAAP TO NON-GAAP RECONCILIATION
Three Months Ended February 28, 2023
(in thousands, except per share data)
|
Reconciliation of Net Loss to non-GAAP Adjusted Net Loss:
|
||||||||||||||||
|
As Reported (4)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Net loss
|
$
|
(9,485
|
)
|
$
|
(3,947
|
)
|
(5)
|
$
|
(13,432
|
)
|
||||||
|
Amortization of intangibles
|
4,739
|
(484
|
)
|
(5)
|
4,255
|
|||||||||||
|
Change in fair value of contingent consideration
|
227
|
—
|
227
|
|||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
3,369
|
—
|
3,369
|
|||||||||||||
|
Tax effect of non-GAAP items (2)
|
127
|
1,019
|
1,146
|
|||||||||||||
|
Adjusted net loss
|
$
|
(1,023
|
)
|
$
|
(3,412
|
)
|
$
|
(4,435
|
)
|
|||||||
|
Reconciliation of Diluted Loss Per Share to non-GAAP Adjusted Diluted Loss Per Share:
|
||||||||||||||||
|
As Reported (4)
|
Pro Forma
Adjustments |
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Diluted loss per share
|
$
|
(0.24
|
)
|
$
|
(0.10
|
)
|
(5)
|
$
|
(0.34
|
)
|
||||||
|
Amortization of intangibles
|
0.12
|
(0.01
|
)
|
(5)
|
0.11
|
|||||||||||
|
Change in fair value of contingent consideration
|
0.01
|
—
|
0.01
|
|||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
0.08
|
—
|
0.08
|
|||||||||||||
|
Tax effect of non-GAAP items (2)
|
—
|
0.03
|
0.03
|
|||||||||||||
|
Adjusted diluted loss per share
|
$
|
(0.03
|
)
|
$
|
(0.08
|
)
|
$
|
(0.11
|
)
|
|||||||
|
|
||||||||||||||||
|
Adjusted diluted sharecount (3)
|
39,509
|
39,509
|
||||||||||||||
(1) Includes costs related to merger and acquisition activities, restructuring, and unusual items, including asset impairments and write-offs, certain litigation, and other items.
(2) Adjustment to reflect the income tax provision on a non-GAAP basis has been calculated assuming no valuation allowance on the Company's U.S. deferred tax assets and an effective tax rate of 23% for the periods
ended February 28, 2023.
(3) Diluted shares may differ for non-GAAP measures as compared to GAAP due to a GAAP loss.
(4) Reflects the Company's historical US GAAP consolidated financial statements, as reported, before pro forma adjustments related to the sale of the Business for the three months ended February 28, 2023.
(5) Reflects the elimination of revenues and expenses representing the historical operating results of the Business.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA GAAP TO NON-GAAP RECONCILIATION (Continued)
Three Months Ended February 28, 2023
(in thousands, except per share data)
|
Reconciliation of Net Loss to Adjusted EBITDA:
|
||||||||||||||||
|
As Reported (2)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Net loss
|
$
|
(9,485
|
)
|
$
|
(3,947
|
)
|
(3)
|
$
|
(13,432
|
)
|
||||||
|
Income tax benefit
|
(179
|
)
|
—
|
(179
|
)
|
|||||||||||
|
Interest expense, net
|
736
|
—
|
736
|
|||||||||||||
|
Depreciation and amortization
|
7,787
|
(491
|
)
|
(3)
|
7,296
|
|||||||||||
|
Change in fair value of contingent consideration
|
227
|
—
|
227
|
|||||||||||||
|
Stock based compensation
|
1,803
|
—
|
1,803
|
|||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
3,369
|
—
|
3,369
|
|||||||||||||
|
Adjusted EBITDA
|
$
|
4,258
|
$
|
(4,438
|
)
|
$
|
(180
|
)
|
||||||||
|
|
||||||||||||||||
|
Per diluted share:
|
||||||||||||||||
|
Adjusted EBITDA
|
$
|
0.11
|
$
|
(0.11
|
)
|
$
|
—
|
|||||||||
(1) Includes costs related to merger and acquisition activities, restructuring, and unusual items, including asset impairments and write-offs, certain litigation, and other items.
(2) Reflects the Company's historical US GAAP consolidated financial statements, as reported, before pro forma adjustments related to the sale of the Business for the three months ended February 28, 2023.
(3) Reflects the elimination of revenues and expenses representing the historical operating results of the Business.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED INCOME STATEMENTS
Three Months Ended May 31, 2023
(in thousands, except per share data)
|
As Reported (1)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Net sales
|
$
|
91,074
|
$
|
(8,755
|
)
|
(2) |
$
|
82,319
|
||||||||
|
Cost of sales (exclusive of intangible amortization)
|
44,715
|
(3,595
|
)
|
(2) |
41,120
|
|||||||||||
|
Gross profit
|
46,359
|
(5,160
|
)
|
41,199
|
||||||||||||
|
% of net sales
|
50.9
|
%
|
50.0
|
%
|
||||||||||||
|
Operating expenses
|
||||||||||||||||
|
Research and development
|
7,860
|
(159
|
)
|
(2) |
7,701
|
|||||||||||
|
Sales and marketing
|
26,293
|
(21
|
)
|
(2) |
26,272
|
|||||||||||
|
General and administrative
|
10,228
|
—
|
(2) |
10,228
|
||||||||||||
|
Amortization of intangibles
|
4,406
|
(483
|
)
|
(2) |
3,923
|
|||||||||||
|
Goodwill impairment
|
14,549
|
—
|
14,549
|
|||||||||||||
|
Change in fair value of contingent consideration
|
236
|
—
|
236
|
|||||||||||||
|
Acquisition, restructuring and other items, net
|
3,624
|
(368
|
)
|
(2) |
3,256
|
|||||||||||
|
Total operating expenses
|
67,196
|
(1,031
|
)
|
66,165
|
||||||||||||
|
Operating loss
|
(20,837
|
)
|
(4,129
|
)
|
(24,966
|
)
|
||||||||||
|
Interest expense, net
|
(901
|
)
|
—
|
(901
|
)
|
|||||||||||
|
Other expense, net
|
(127
|
)
|
—
|
(127
|
)
|
|||||||||||
|
Total other expense, net
|
(1,028
|
)
|
—
|
(1,028
|
)
|
|||||||||||
|
Loss before income tax benefit
|
(21,865
|
)
|
(4,129
|
)
|
(25,994
|
)
|
||||||||||
|
Income tax benefit
|
(398
|
)
|
—
|
(3) |
(398
|
)
|
||||||||||
|
Net loss
|
$
|
(21,467
|
)
|
$
|
(4,129
|
)
|
$
|
(25,596
|
)
|
|||||||
|
Loss per share
|
||||||||||||||||
|
Basic
|
$
|
(0.54
|
)
|
$
|
(0.65
|
)
|
||||||||||
|
Diluted
|
$
|
(0.54
|
)
|
$
|
(0.65
|
)
|
||||||||||
|
Weighted average shares outstanding
|
||||||||||||||||
|
Basic
|
39,608
|
39,608
|
||||||||||||||
|
Diluted
|
39,608
|
39,608
|
||||||||||||||
(1) Reflects the Company's historical US GAAP consolidated financial statements, as reported, before pro forma adjustments related to the sale of the Business for the three months ended May 31, 2023.
(2) Reflects the elimination of revenues and expenses representing the historical operating results of the Business.
(3) There are no adjustments for income tax expense or deferred taxes when considering valuation allowances on the Company's deferred taxes.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA GAAP TO NON-GAAP RECONCILIATION
Three Months Ended May 31, 2023
(in thousands, except per share data)
|
Reconciliation of Net Loss to non-GAAP Adjusted Net Income (Loss):
|
||||||||||||||||
|
As Reported (4)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Net loss
|
$
|
(21,467
|
)
|
$
|
(4,129
|
)
|
(5)
|
$
|
(25,596
|
)
|
||||||
|
Amortization of intangibles
|
4,406
|
(483
|
)
|
(5)
|
3,923
|
|||||||||||
|
Goodwill impairment
|
14,549
|
—
|
14,549
|
|||||||||||||
|
Change in fair value of contingent consideration
|
236
|
—
|
236
|
|||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
3,624
|
(368
|
)
|
(5)
|
3,256
|
|||||||||||
|
Tax effect of non-GAAP items (2)
|
(617
|
)
|
1,146
|
529
|
||||||||||||
|
Adjusted net income (loss)
|
$
|
731
|
$
|
(3,834
|
)
|
$
|
(3,103
|
)
|
||||||||
|
Reconciliation of Diluted Loss Per Share to non-GAAP Adjusted Diluted Earnings (Loss) Per Share:
|
||||||||||||||||
|
As Reported (4)
|
Pro Forma Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Diluted loss per share
|
$
|
(0.54
|
)
|
$
|
(0.11
|
)
|
(5) |
$
|
(0.65
|
)
|
||||||
|
Amortization of intangibles
|
0.11
|
(0.01
|
)
|
(5) |
0.10
|
|||||||||||
|
Goodwill impairment
|
0.37
|
—
|
0.37
|
|||||||||||||
|
Change in fair value of contingent consideration
|
0.01
|
—
|
0.01
|
|||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
0.09
|
(0.01
|
)
|
(5) |
0.08
|
|||||||||||
|
Tax effect of non-GAAP items (2)
|
(0.02
|
)
|
0.03
|
0.01
|
||||||||||||
|
Adjusted diluted earnings (loss) per share
|
$
|
0.02
|
$
|
(0.10
|
)
|
$
|
(0.08
|
)
|
||||||||
|
|
||||||||||||||||
|
Adjusted diluted sharecount (3)
|
39,916
|
39,608
|
||||||||||||||
(1) Includes costs related to merger and acquisition activities, restructuring, and unusual items, including asset impairments and write-offs, certain litigation, and other items.
(2) Adjustment to reflect the income tax provision on a non-GAAP basis has been calculated assuming no valuation allowance on the Company's U.S. deferred tax assets and an effective tax rate of 23% for the periods
ended May 31, 2023.
(3) Diluted shares may differ for non-GAAP measures as compared to GAAP due to a GAAP loss.
(4) Reflects the Company's historical US GAAP consolidated financial statements, as reported, before pro forma adjustments related to the sale of the Business for the three months ended May 31, 2023.
(5) Reflects the elimination of revenues and expenses representing the historical operating results of the Business.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA GAAP TO NON-GAAP RECONCILIATION (Continued)
Three Months Ended May 31, 2023
(in thousands, except per share data)
|
Reconciliation of Net Loss to Adjusted EBITDA:
|
||||||||||||||||
|
As Reported (2)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Net loss
|
$
|
(21,467
|
)
|
$
|
(4,129
|
)
|
(3) |
$
|
(25,596
|
)
|
||||||
|
Income tax benefit
|
(398
|
)
|
—
|
(398
|
)
|
|||||||||||
|
Interest expense, net
|
901
|
—
|
901
|
|||||||||||||
|
Depreciation and amortization
|
7,506
|
(490
|
)
|
(3) |
7,016
|
|||||||||||
|
Goodwill impairment
|
14,549
|
—
|
14,549
|
|||||||||||||
|
Change in fair value of contingent consideration
|
236
|
—
|
236
|
|||||||||||||
|
Stock based compensation
|
2,981
|
—
|
2,981
|
|||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
3,624
|
(368
|
)
|
(3) |
3,256
|
|||||||||||
|
Adjusted EBITDA
|
$
|
7,932
|
$
|
(4,987
|
)
|
$
|
2,945
|
|||||||||
|
Per diluted share:
|
||||||||||||||||
|
Adjusted EBITDA
|
$
|
0.20
|
$
|
(0.13
|
)
|
$
|
0.07
|
|||||||||
(1) Includes costs related to merger and acquisition activities, restructuring, and unusual items, including asset impairments and write-offs, certain litigation, and other items.
(2) Reflects the Company's historical US GAAP consolidated financial statements, as reported, before pro forma adjustments related to the sale of the Business for the three months ended May 31, 2023.
(3) Reflects the elimination of revenues and expenses representing the historical operating results of the Business.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED INCOME STATEMENTS
As of May 31, 2023
(in thousands, except per share data)
|
As Reported (1)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Net sales
|
$
|
338,752
|
$
|
(32,445
|
)
|
(2) |
$
|
306,307
|
||||||||
|
Cost of sales (exclusive of intangible amortization)
|
164,506
|
(12,914
|
)
|
(2) |
151,592
|
|||||||||||
|
Gross profit
|
174,246
|
(19,531
|
)
|
154,715
|
||||||||||||
|
% of net sales
|
51.4
|
%
|
50.5
|
%
|
||||||||||||
|
|
||||||||||||||||
|
Operating expenses
|
||||||||||||||||
|
Research and development
|
29,883
|
(326
|
)
|
(2) |
29,557
|
|||||||||||
|
Sales and marketing
|
104,249
|
(66
|
)
|
(2) |
104,183
|
|||||||||||
|
General and administrative
|
40,003
|
7
|
(2) |
40,010
|
||||||||||||
|
Amortization of intangibles
|
18,790
|
(1,933
|
)
|
(2) |
16,857
|
|||||||||||
|
Goodwill impairment
|
14,549
|
—
|
14,549
|
|||||||||||||
|
Change in fair value of contingent consideration
|
2,320
|
—
|
2,320
|
|||||||||||||
|
Acquisition, restructuring and other items, net
|
15,633
|
(386
|
)
|
(2) |
15,247
|
|||||||||||
|
Total operating expenses
|
225,427
|
(2,704
|
)
|
222,723
|
||||||||||||
|
Operating loss
|
(51,181
|
)
|
(16,827
|
)
|
(68,008
|
)
|
||||||||||
|
Interest expense, net
|
(2,702
|
)
|
—
|
(2,702
|
)
|
|||||||||||
|
Other expense, net
|
(554
|
)
|
—
|
(554
|
)
|
|||||||||||
|
Total other expense, net
|
(3,256
|
)
|
—
|
(3,256
|
)
|
|||||||||||
|
Loss before income tax benefit
|
(54,437
|
)
|
(16,827
|
)
|
(3) |
(71,264
|
)
|
|||||||||
|
Income tax benefit
|
(1,995
|
)
|
—
|
(1,995
|
)
|
|||||||||||
|
Net loss
|
$
|
(52,442
|
)
|
$
|
(16,827
|
)
|
$
|
(69,269
|
)
|
|||||||
|
Loss per share
|
||||||||||||||||
|
Basic
|
$
|
(1.33
|
)
|
$
|
(1.75
|
)
|
||||||||||
|
Diluted
|
$
|
(1.33
|
)
|
$
|
(1.75
|
)
|
||||||||||
|
Weighted average shares outstanding
|
||||||||||||||||
|
Basic
|
39,480
|
39,480
|
||||||||||||||
|
Diluted
|
39,480
|
39,480
|
||||||||||||||
(1) Reflects the Company's historical US GAAP consolidated financial statements, as reported, before pro forma adjustments related to the sale of the Business for the year ended May 31, 2023.
(2) Reflects the elimination of revenues and expenses representing the historical operating results of the Business.
(3) There are no adjustments for income tax expense or deferred taxes when considering valuation allowances on the Company's deferred taxes.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA GAAP TO NON-GAAP RECONCILIATION
As of May 31, 2023
(in thousands, except per share data)
|
Reconciliation of Net Loss to non-GAAP Adjusted Net Loss:
|
||||||||||||||||
|
As Reported (4)
|
Pro Forma Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Net loss
|
$
|
(52,442
|
)
|
$
|
(16,827
|
)
|
(5)
|
$
|
(69,269
|
)
|
||||||
|
Amortization of intangibles
|
18,790
|
(1,933
|
)
|
(5)
|
16,857
|
|||||||||||
|
Goodwill impairment
|
14,549
|
—
|
14,549
|
|||||||||||||
|
Change in fair value of contingent consideration
|
2,320
|
—
|
2,320
|
|||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
15,633
|
(386
|
)
|
(5)
|
15,247
|
|||||||||||
|
Tax effect of non-GAAP items (2)
|
(1,272
|
)
|
4,404
|
3,132
|
||||||||||||
|
Adjusted net loss
|
$
|
(2,422
|
)
|
$
|
(14,742
|
)
|
$
|
(17,164
|
)
|
|||||||
|
Reconciliation of Diluted Loss Per Share to non-GAAP Adjusted Diluted Loss Per Share:
|
||||||||||||||||
|
As Reported (4)
|
Pro Forma
Adjustments |
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Diluted loss per share
|
$
|
(1.33
|
)
|
$
|
(0.42
|
)
|
(5)
|
$
|
(1.75
|
)
|
||||||
|
Amortization of intangibles
|
0.48
|
(0.05
|
)
|
(5)
|
0.43
|
|||||||||||
|
Goodwill impairment
|
0.37
|
—
|
0.37
|
|||||||||||||
|
Change in fair value of contingent consideration
|
0.06
|
—
|
0.06
|
|||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
0.39
|
(0.01
|
)
|
(5)
|
0.38
|
|||||||||||
|
Tax effect of non-GAAP items (2)
|
(0.03
|
)
|
0.11
|
0.08
|
||||||||||||
|
Adjusted diluted loss per share
|
$
|
(0.06
|
)
|
$
|
(0.37
|
)
|
$
|
(0.43
|
)
|
|||||||
|
|
||||||||||||||||
|
Adjusted diluted sharecount (3)
|
39,480
|
39,480
|
||||||||||||||
(1) Includes costs related to merger and acquisition activities, restructuring, and unusual items, including asset impairments and write-offs, certain litigation, and other items.
(2) Adjustment to reflect the income tax provision on a non-GAAP basis has been calculated assuming no valuation allowance on the Company's U.S. deferred tax assets and an effective tax rate of 23% for the periods
ended May 31, 2023.
(3) Diluted shares may differ for non-GAAP measures as compared to GAAP due to a GAAP loss.
(4) Reflects the Company's historical US GAAP consolidated financial statements, as reported, before pro forma adjustments related to the sale of the Business for the year ended May 31, 2023.
(5) Reflects the elimination of revenues and expenses representing the historical operating results of the Business.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
PRO FORMA GAAP TO NON-GAAP RECONCILIATION (Continued)
As of May 31, 2023
(in thousands, except per share data)
|
Reconciliation of Net Loss to Adjusted EBITDA:
|
||||||||||||||||
|
As Reported (2)
|
Pro Forma
Adjustments
|
Notes
|
As Adjusted
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
|
Net loss
|
$
|
(52,442
|
)
|
$
|
(16,827
|
)
|
(3) |
$
|
(69,269
|
)
|
||||||
|
Income tax benefit
|
(1,995
|
)
|
—
|
(1,995
|
)
|
|||||||||||
|
Interest expense, net
|
2,702
|
—
|
2,702
|
|||||||||||||
|
Depreciation and amortization
|
30,681
|
(1,962
|
)
|
(3) |
28,719
|
|||||||||||
|
Goodwill impairment
|
14,549
|
—
|
14,549
|
|||||||||||||
|
Change in fair value of contingent consideration
|
2,320
|
—
|
2,320
|
|||||||||||||
|
Stock based compensation
|
11,158
|
—
|
11,158
|
|||||||||||||
|
Acquisition, restructuring and other items, net (1)
|
15,633
|
(386
|
)
|
(3) |
15,247
|
|||||||||||
|
Adjusted EBITDA
|
$
|
22,606
|
$
|
(19,175
|
)
|
$
|
3,431
|
|||||||||
|
Per diluted share:
|
||||||||||||||||
|
Adjusted EBITDA
|
$
|
0.57
|
$
|
(0.49
|
)
|
$
|
0.09
|
|||||||||
(1) Includes costs related to merger and acquisition activities, restructuring, and unusual items, including asset impairments and write-offs, certain litigation, and other items.
(2) Reflects the Company's historical US GAAP consolidated financial statements, as reported, before pro forma adjustments related to the sale of the Business for the year ended May 31, 2023.
(3) Reflects the elimination of revenues and expenses representing the historical operating results of the Business.
Exhibit 99.2
