UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 4, 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)
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(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 October 4, 2023, AngioDynamics, Inc. (“AngioDynamics”) issued a press release announcing financial results for the fiscal first quarter ended
August 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 first quarter ended August 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, 2023. 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 October 4, 2023.
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Presentation, dated October 4, 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.
(Registrant)
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Date: October 4, 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 Chief Financial Officer |
Exhibit 99.1
PRESS RELEASE
Investor Contact:
AngioDynamics, Inc.
Stephen Trowbridge, Executive Vice President & CFO
(518) 795-1408
AngioDynamics Reports Fiscal Year 2024 First Quarter Financial Results;
Reaffirms Fiscal Year 2024 Guidance
Fiscal Year 2024 First Quarter Highlights
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Net sales of $78.7 million as reported
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| o |
Includes $0.7 million of Dialysis and BioSentry Biopsy Tract Sealant System sales
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Net sales increased 5.7% on a pro-forma basis when excluding Dialysis and BioSentry, compared to the prior-year quarter
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Med Tech net sales of $25.9 million increased 13.3%
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Med Device net sales of $52.8 million as reported
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Med Device net sales increased 2.3% on a pro-forma basis
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Gross margin of 50.9%
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Declined 20 basis points on a pro-forma basis year over year
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Completed the sale of the Dialysis and BioSentry Biopsy Tract Sealant System businesses to Merit Medical Systems, Inc. for $100.0 million in cash
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GAAP earnings per share of $1.15
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As reported adjusted loss per share of $0.12
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Cash and cash equivalents at August 31, 2023 were $57.6 million
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Completed enrollment in the PRESERVE study for the use NanoKnife to treat prostate tissue
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Latham, New York, October 4, 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 first quarter of fiscal year 2024,
which ended August 31, 2023.
“We started Fiscal Year 2024 with strong performance across both businesses, driven by continued strength from NanoKnife and our International
markets,” commented Jim Clemmer, President and Chief Executive Officer of AngioDynamics, Inc. “We remain focused on bringing innovative new products to market, expanding the approved indications for our existing products, and continuing to build a
body of compelling clinical evidence in support of these indications and products.”
First Quarter 2024 Financial Results
Net sales for the first quarter of fiscal year 2024 were $78.7 million, including $0.7
million of Dialysis and BioSentry Tract Sealant System sales. On a pro forma basis, excluding sales of Dialysis and BioSentry, net sales increased 5.7% 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 $25.9 million, a 13.3% increase from $22.8 million in the prior-
year period. Med Tech includes the Auryon peripheral atherectomy platform, the thrombus management platform and the NanoKnife irreversible electroporation platform. Year-over-year growth was driven by Auryon
sales during the quarter of $11.1 million, which increased 25.7%, NanoKnife disposable sales of $4.3 million, which grew 34.5%, and AlphaVac sales of $1.8 million, which grew 1.8%. AngioVac sales were $6.3 million in the quarter, a decline of 7.7% year over year and up 3.6% sequentially from
the fourth fiscal quarter of FY23.
Med Device net sales were $52.8 million. When excluding sales of Dialysis and BioSentry, Med Device net sales increased 2.3% compared to $51.0 million
in the prior-year period.
U.S. net sales in the first quarter of fiscal 2024 were $64.4 million. When excluding sales of Dialysis and BioSentry, U.S. net sales increased 2.1%
from $62.4 million a year ago. International net sales were $14.3 million. When excluding sales of Dialysis and BioSentry, International net sales increased 25.7%, compared to $11.3 million a year ago.
Gross margin for the first quarter of fiscal 2024 was 50.9%. On a pro forma basis, excluding Dialysis and BioSentry, gross margin of 50.8% decreased 20
basis points compared to the first quarter of fiscal 2023. Gross margin for the Med Tech business was 64.7%, an increase of 150 basis points from the first quarter of fiscal 2023. Gross margin for the Med Device business was 44.2%. On a pro forma
basis, excluding Dialysis and BioSentry, Med Device gross margin of 43.9% decreased 170 basis points compared to the first quarter of fiscal 2023. Gross margin continued to be impacted by inflationary pressures including increased costs for labor and
raw materials as well as geographic mix.
The Company recorded net income of $45.9 million, or earnings per share of $1.15, in the first quarter of fiscal 2024. This includes a gain on the sale
of the Company’s Dialysis and BioSentry Tract Sealant System products of $47.8 million in connection with the transaction announced on June 8, 2023.
Excluding the items shown in the non-GAAP reconciliation table below, adjusted net loss for the first quarter of fiscal 2024 was $4.8 million, and
adjusted loss per share was $0.12. When excluding Dialysis and BioSentry, on a pro-forma basis, adjusted net loss in the first quarter of fiscal 2024 was $5.2 million, or an adjusted net loss of $0.13 per share, compared to adjusted net loss of $6.0
million, or an adjusted net loss of $0.15 per share compared to the prior-year period. During the first quarter of fiscal 2024, the Company revised its annual equity grant practice for non-employee directors, moving from granting shares with a
one-year vesting term to granting immediately vested shares. The target grant value was not changed from the prior year. This change resulted in cumulative expense totaling approximately $0.02 shifting into the first quarter instead of being ratably
expensed over the remainder of fiscal year 2024.
Adjusted EBITDA in the first quarter of fiscal 2024, excluding the items shown in the reconciliation table below, was $0.8 million. When excluding
Dialysis and BioSentry, on a pro-forma basis, adjusted EBITDA was $0.4 million compared to negative adjusted EBITDA of $1.6 million in the first quarter of fiscal 2023.
In the first quarter of fiscal 2024, the Company used $25.9 million in operating cash, had capital expenditures of $0.8 million and $0.8 million in
Auryon placement and evaluation units. As stated in July, the Company expects to finish fiscal year 2024 with cash balances in the range of $65.0 to $70.0 million.
At August 31, 2023, the Company had $57.6 million in cash and cash equivalents compared
to $44.6 million in cash and cash equivalents at May 31, 2023. During the first quarter, the Company used the proceeds from the divestiture of its Dialysis and BioSentry Tract Sealant System Biopsy businesses
to extinguish its debt.
Fiscal Year 2024 Financial Guidance
The Company continues to expect 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 first quarter 2024 results.
To participate in the conference call, dial 1-877-407-0784 (domestic) or +1- 201-689-8560 (international) and refer to the passcode 13741149.
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, October 4, 2023, until 11:59 p.m. ET on Wednesday, October 11, 2023. To
hear this recording, dial 1-844-512-2921 (domestic) or +1-412-317-6671 (international) and enter the passcode 13741149.
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, 2023. 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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Three Months Ended
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Actual (1)
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Pro Forma
Adjustments (2)
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Pro Forma
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As Reported (1)
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Pro Forma
Adjustments (2)
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Pro Forma
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|||||||||||||||||||
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Aug 31, 2023
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Aug 31, 2023
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Aug 31, 2023
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Aug 31, 2022
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Aug 31, 2022
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Aug 31, 2022
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(unaudited)
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(unaudited)
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|||||||||||||||||||||||
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Net sales
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$
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78,679
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(671
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)
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$
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78,008
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$
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81,537
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$
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(7,746
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)
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$
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73,791
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|||||||||||
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Cost of sales (exclusive of intangible amortization)
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38,619
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(218
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)
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38,401
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39,232
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(3,108
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)
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36,124
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Gross profit
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40,060
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(453
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)
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39,607
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42,305
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(4,638
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)
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37,667
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% of net sales
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50.9
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%
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50.8
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%
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51.9
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%
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51.0
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%
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Operating expenses
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Research and development
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7,941
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(29
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)
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7,912
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8,333
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(62
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)
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8,271
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Sales and marketing
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27,368
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—
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27,368
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26,543
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(19
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)
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26,524
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General and administrative
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10,856
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(2
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)
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10,854
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10,101
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(1
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)
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10,100
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||||||||||||||||
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Amortization of intangibles
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3,625
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—
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3,625
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4,837
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(483
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)
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4,354
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|||||||||||||||||
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Change in fair value of contingent consideration
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(130
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)
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—
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(130
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)
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211
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—
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211
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||||||||||||||||
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Acquisition, restructuring and other items, net
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3,212
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—
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3,212
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5,581
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(17
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)
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5,564
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Total operating expenses
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52,872
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(31
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)
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52,841
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55,606
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(582
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)
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55,024
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||||||||||||||||
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Gain on sale of assets
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47,842
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—
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47,842
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—
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—
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—
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||||||||||||||||||
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Operating income (loss)
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35,030
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(422
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)
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34,608
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(13,301
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)
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(4,056
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)
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(17,357
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)
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||||||||||||||
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Interest income (expense), net
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119
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—
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119
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(381
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)
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—
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(381
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)
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||||||||||||||||
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Other expense, net
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(288
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)
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—
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(288
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)
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(175
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)
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—
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(175
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)
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||||||||||||||
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Total other expense, net
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(169
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)
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—
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(169
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)
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(556
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)
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—
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(556
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)
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||||||||||||||
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Income (loss) before income tax benefit
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34,861
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(422
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)
|
34,439
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(13,857
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)
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(4,056
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)
|
(17,913
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)
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||||||||||||||
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Income tax benefit
|
(11,023
|
)
|
—
|
(11,023
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)
|
(853
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)
|
—
|
(853
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)
|
||||||||||||||
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Net income (loss)
|
$
|
45,884
|
$
|
(422
|
)
|
$
|
45,462
|
$
|
(13,004
|
)
|
$
|
(4,056
|
)
|
$
|
(17,060
|
)
|
||||||||
|
Earnings (loss) per share
|
||||||||||||||||||||||||
|
Basic
|
$
|
1.15
|
$
|
1.14
|
$
|
(0.33
|
)
|
$
|
(0.43
|
)
|
||||||||||||||
|
Diluted
|
$
|
1.15
|
$
|
1.14
|
$
|
(0.33
|
)
|
$
|
(0.43
|
)
|
||||||||||||||
|
Weighted average shares outstanding
|
||||||||||||||||||||||||
|
Basic
|
39,842
|
39,842
|
39,302
|
39,302
|
||||||||||||||||||||
|
Diluted
|
39,968
|
39,968
|
39,302
|
39,302
|
||||||||||||||||||||
(1) Reflects the Company's US GAAP consolidated financial statements before pro forma adjustments related to the sale of the Dialysis and BioSentry
Businesses ("the Businesses") for the three months ended August 31, 2023 and 2022.
(2) Reflects the elimination of revenues and expenses representing the operating results from the sale of the Businesses.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
GAAP TO NON-GAAP RECONCILIATION
(in thousands, except per share data)
Reconciliation of Net Income (Loss) to non-GAAP Adjusted Net Loss:
|
Three Months Ended
|
||||||||
|
Aug 31, 2023
|
Aug 31, 2022
|
|||||||
|
(unaudited)
|
||||||||
|
Net income (loss) from continuing operations
|
$
|
45,884
|
$
|
(13,004
|
)
|
|||
|
Amortization of intangibles
|
3,625
|
4,837
|
||||||
|
Change in fair value of contingent consideration
|
(130
|
)
|
211
|
|||||
|
Acquisition, restructuring and other items, net (1)
|
3,212
|
5,581
|
||||||
|
Gain on sale of assets
|
(47,842
|
)
|
—
|
|||||
|
Tax effect of non-GAAP items (2)
|
(9,580
|
)
|
(111
|
)
|
||||
|
Adjusted net loss
|
$
|
(4,831
|
)
|
$
|
(2,486
|
)
|
||
Reconciliation of Diluted Earnings (Loss) Per Share to non-GAAP Adjusted Diluted Loss Per Share:
|
Three Months Ended
|
||||||||
|
Aug 31, 2023
|
Aug 31, 2022
|
|||||||
|
(unaudited)
|
||||||||
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Diluted earnings (loss) per share
|
$
|
1.15
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$
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(0.33
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)
|
|||
|
Amortization of intangibles
|
0.09
|
0.12
|
||||||
|
Change in fair value of contingent consideration
|
—
|
0.01
|
||||||
|
Acquisition, restructuring and other items, net (1)
|
0.08
|
0.14
|
||||||
|
Gain on sale of assets
|
(1.20
|
)
|
—
|
|||||
|
Tax effect of non-GAAP items (2)
|
(0.24
|
)
|
—
|
|||||
|
Adjusted diluted loss per share
|
$
|
(0.12
|
)
|
$
|
(0.06
|
)
|
||
|
Adjusted diluted sharecount (3)
|
39,842
|
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, 2023 and 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 Income (Loss) to Adjusted EBITDA:
|
Three Months Ended
|
||||||||
|
Aug 31, 2023
|
Aug 31, 2022
|
|||||||
|
(unaudited)
|
||||||||
|
Net income (loss) from continuing operations
|
$
|
45,884
|
$
|
(13,004
|
)
|
|||
|
Income tax benefit
|
(11,023
|
)
|
(853
|
)
|
||||
|
Interest expense, net
|
(119
|
)
|
381
|
|||||
|
Depreciation and amortization
|
6,688
|
7,621
|
||||||
|
Change in fair value of contingent consideration
|
(130
|
)
|
211
|
|||||
|
Stock based compensation
|
4,144
|
3,024
|
||||||
|
Acquisition, restructuring and other items, net (1)
|
3,212
|
5,581
|
||||||
|
Gain on sale of assets
|
(47,842
|
)
|
—
|
|||||
|
Adjusted EBITDA
|
$
|
814
|
$
|
2,961
|
||||
|
Per diluted share:
|
||||||||
|
Adjusted EBITDA
|
$
|
0.02
|
$
|
0.08
|
||||
(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
GAAP TO NON-GAAP RECONCILIATION
(in thousands, except per share data)
Reconciliation of Pro Forma Net Income (Loss) to Pro Forma Adjusted Net Loss:
|
Pro Forma
|
||||||||
|
Three Months Ended
|
||||||||
|
Aug 31, 2023
|
Aug 31, 2022
|
|||||||
|
(unaudited)
|
||||||||
|
Pro forma net income (loss) from continuing operations
|
$
|
45,462
|
$
|
(17,060
|
)
|
|||
|
Amortization of intangibles
|
3,625
|
4,354
|
||||||
|
Change in fair value of contingent consideration
|
(130
|
)
|
211
|
|||||
|
Acquisition, restructuring and other items, net (1)
|
3,212
|
5,564
|
||||||
|
Gain on sale of assets
|
(47,842
|
)
|
—
|
|||||
|
Tax effect of non-GAAP items (2)
|
(9,483
|
)
|
937
|
|||||
|
Adjusted pro forma net loss
|
$
|
(5,156
|
)
|
$
|
(5,994
|
)
|
||
Reconciliation of Pro Forma Diluted Earnings (Loss) Per Share to Pro Forma Adjusted Diluted Loss Per Share:
|
Pro Forma
|
||||||||
|
Three Months Ended
|
||||||||
|
Aug 31, 2023
|
Aug 31, 2022
|
|||||||
|
(unaudited)
|
||||||||
|
Pro forma diluted earnings (loss) per share
|
$
|
1.14
|
$
|
(0.43
|
)
|
|||
|
Amortization of intangibles
|
0.09
|
0.11
|
||||||
|
Change in fair value of contingent consideration
|
—
|
0.01
|
||||||
|
Acquisition, restructuring and other items, net (1)
|
0.08
|
0.14
|
||||||
|
Gain on sale of assets
|
(1.20
|
)
|
—
|
|||||
|
Tax effect of non-GAAP items (2)
|
(0.24
|
)
|
0.02
|
|||||
|
Adjusted pro forma diluted loss per share
|
$
|
(0.13
|
)
|
$
|
(0.15
|
)
|
||
|
Adjusted diluted sharecount (3)
|
39,842
|
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, 2023 and 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 Pro Forma Net Income (Loss) to Pro Forma Adjusted EBITDA:
|
Pro Forma
|
||||||||
|
Three Months Ended
|
||||||||
|
Aug 31, 2023
|
Aug 31, 2022
|
|||||||
|
(unaudited)
|
||||||||
|
Pro forma net income (loss) from continuing operations
|
$
|
45,462
|
$
|
(17,060
|
)
|
|||
|
Income tax benefit
|
(11,023
|
)
|
(853
|
)
|
||||
|
Interest expense, net
|
(119
|
)
|
381
|
|||||
|
Depreciation and amortization
|
6,688
|
7,131
|
||||||
|
Change in fair value of contingent consideration
|
(130
|
)
|
211
|
|||||
|
Stock based compensation
|
4,144
|
3,024
|
||||||
|
Acquisition, restructuring and other items, net (1)
|
3,212
|
5,564
|
||||||
|
Gain on sale of assets
|
(47,842
|
)
|
—
|
|||||
|
Pro forma adjusted EBITDA
|
$
|
392
|
$
|
(1,602
|
)
|
|||
|
Per diluted share:
|
||||||||
|
Adjusted EBITDA
|
$
|
0.01
|
$
|
(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.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
NET SALES BY PRODUCT CATEGORY AND BY GEOGRAPHY
(in thousands)
|
Three Months Ended
|
Three Months Ended
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Actual (1)
|
Pro Forma
Adj. (2)
|
Pro Forma
|
As
Reported (1)
|
Pro Forma
Adj. (2)
|
Pro Forma
|
Actual
|
Pro Forma
|
|||||||||||||||||||||||||||||||||||||||||
|
Aug 31,
2023
|
Aug 31,
2023
|
Aug 31,
2023
|
Aug 31,
2022
|
Aug 31,
2022
|
Aug 31,
2022
|
% Growth
|
Currency Impact
|
Constant Currency Growth
|
%
Growth
|
Currency Impact
|
Constant Currency Growth
|
|||||||||||||||||||||||||||||||||||||
|
(unaudited)
|
(unaudited)
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Net Sales
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
Med Tech
|
$
|
25,860
|
$
|
—
|
$
|
25,860
|
$
|
22,817
|
$
|
—
|
$
|
22,817
|
13.3
|
%
|
13.3
|
%
|
||||||||||||||||||||||||||||||||
|
Med Device
|
52,819
|
(671
|
)
|
52,148
|
58,720
|
(7,746
|
)
|
50,974
|
(10.0
|
)%
|
2.3
|
%
|
||||||||||||||||||||||||||||||||||||
|
$
|
78,679
|
$
|
(671
|
)
|
$
|
78,008
|
$
|
81,537
|
$
|
(7,746
|
)
|
$
|
73,791
|
(3.5
|
)%
|
0.0
|
%
|
(3.5
|
)%
|
5.7
|
%
|
0.1
|
%
|
5.8
|
%
|
|||||||||||||||||||||||
|
Net Sales
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
United States
|
$
|
64,399
|
$
|
(650
|
)
|
$
|
63,749
|
$
|
69,023
|
$
|
(6,576
|
)
|
$
|
62,447
|
(6.7
|
)%
|
2.1
|
%
|
||||||||||||||||||||||||||||||
|
International
|
14,280
|
(21
|
)
|
14,259
|
12,514
|
(1,170
|
)
|
11,344
|
14.1
|
%
|
0.3
|
%
|
14.4
|
%
|
25.7
|
%
|
||||||||||||||||||||||||||||||||
|
$
|
78,679
|
$
|
(671
|
)
|
$
|
78,008
|
$
|
81,537
|
$
|
(7,746
|
)
|
$
|
73,791
|
(3.5
|
)%
|
0.0
|
%
|
(3.5
|
)%
|
5.7
|
%
|
0.1
|
%
|
5.8
|
%
|
|||||||||||||||||||||||
(1) Reflects the Company's US GAAP consolidated financial statements before pro forma adjustments related to the sale of the Dialysis and BioSentry
Businesses ("the Businesses") for the three months ended August 31, 2023 and 2022.
(2) Reflects the elimination of revenues and expenses representing the operating results from the sale of the Businesses.
GROSS PROFIT BY PRODUCT CATEGORY
(in thousands)
|
Three Months Ended
|
Three Months Ended
|
|||||||||||||||||||||||||||||||
|
Actual (1)
|
Pro Forma
Adj. (2)
|
Pro Forma
|
As Reported (1)
|
Pro Forma
Adj. (2)
|
Pro Forma
|
Actual
|
Pro Forma
|
|||||||||||||||||||||||||
|
Aug 31,
2023
|
Aug 31,
2023
|
Aug 31,
2023
|
Aug 31,
2022
|
Aug 31,
2022
|
Aug 31,
2022
|
% Change
|
% Change
|
|||||||||||||||||||||||||
|
(unaudited)
|
(unaudited)
|
|||||||||||||||||||||||||||||||
|
Med Tech
|
$
|
16,727
|
$
|
—
|
$
|
16,727
|
$
|
14,429
|
$
|
—
|
$
|
14,429
|
15.9
|
%
|
15.9
|
%
|
||||||||||||||||
|
Gross profit % of sales
|
64.7
|
%
|
64.7
|
%
|
63.2
|
%
|
63.2
|
%
|
||||||||||||||||||||||||
|
Med Device
|
$
|
23,333
|
$
|
(453
|
)
|
$
|
22,880
|
$
|
27,876
|
$
|
(4,638
|
)
|
$
|
23,238
|
(16.3
|
)%
|
(1.5
|
)%
|
||||||||||||||
|
Gross profit % of sales
|
44.2
|
%
|
43.9
|
%
|
47.5
|
%
|
45.6
|
%
|
||||||||||||||||||||||||
|
Total
|
$
|
40,060
|
$
|
(453
|
)
|
$
|
39,607
|
$
|
42,305
|
$
|
(4,638
|
)
|
$
|
37,667
|
(5.3
|
)%
|
5.2
|
%
|
||||||||||||||
|
Gross profit % of sales
|
50.9
|
%
|
50.8
|
%
|
51.9
|
%
|
51.0
|
%
|
||||||||||||||||||||||||
(1) Reflects the Company's US GAAP consolidated financial statements before pro forma adjustments related to the sale of the Dialysis and BioSentry
Businesses ("the Businesses") for the three months ended August 31, 2023 and 2022.
(2) Reflects the elimination of revenues and expenses representing the operating results from the sale of the Businesses.
ANGIODYNAMICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
|
Aug 31, 2023
|
May 31, 2023
|
|||||||
|
(unaudited)
|
(audited)
|
|||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
57,586
|
$
|
44,620
|
||||
|
Accounts receivable, net
|
49,755
|
52,826
|
||||||
|
Inventories
|
59,972
|
55,325
|
||||||
|
Prepaid expenses and other
|
8,162
|
4,617
|
||||||
|
Current assets held for sale
|
—
|
6,154
|
||||||
|
Total current assets
|
175,475
|
163,542
|
||||||
|
Property, plant and equipment, net
|
43,356
|
44,384
|
||||||
|
Other assets
|
9,430
|
10,676
|
||||||
|
Intangible assets, net
|
106,671
|
111,144
|
||||||
|
Goodwill
|
159,017
|
159,238
|
||||||
|
Non-current assets held for sale
|
—
|
43,653
|
||||||
|
Total assets
|
$
|
493,949
|
$
|
532,637
|
||||
|
Liabilities and stockholders' equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
24,807
|
$
|
40,445
|
||||
|
Accrued liabilities
|
26,079
|
26,617
|
||||||
|
Current portion of contingent consideration
|
4,729
|
14,761
|
||||||
|
Other current liabilities
|
1,837
|
2,002
|
||||||
|
Total current liabilities
|
57,452
|
83,825
|
||||||
|
Long-term debt
|
—
|
49,818
|
||||||
|
Deferred income taxes
|
1,279
|
12,813
|
||||||
|
Contingent consideration
|
4,438
|
4,535
|
||||||
|
Other long-term liabilities
|
2,976
|
3,350
|
||||||
|
Total liabilities
|
66,145
|
154,341
|
||||||
|
Stockholders' equity
|
427,804
|
378,296
|
||||||
|
Total Liabilities and Stockholders' Equity
|
$
|
493,949
|
$
|
532,637
|
||||
ANGIODYNAMICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
Three Months Ended
|
||||||||
|
Aug 31, 2023
|
Aug 31, 2022
|
|||||||
|
(unaudited)
|
||||||||
|
Cash flows from operating activities:
|
||||||||
|
Net income (loss)
|
$
|
45,884
|
$
|
(13,004
|
)
|
|||
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
|
Depreciation and amortization
|
6,688
|
7,660
|
||||||
|
Non-cash lease expense
|
476
|
621
|
||||||
|
Stock based compensation
|
4,144
|
3,024
|
||||||
|
Gain on disposal of assets
|
(47,842
|
)
|
—
|
|||||
|
Transaction costs for disposition
|
(2,427
|
)
|
—
|
|||||
|
Change in fair value of contingent consideration
|
(130
|
)
|
211
|
|||||
|
Deferred income taxes
|
(11,415
|
)
|
(907
|
)
|
||||
|
Change in accounts receivable allowances
|
(78
|
)
|
45
|
|||||
|
Fixed and intangible asset impairments and disposals
|
65
|
87
|
||||||
|
Write-off of other assets
|
869
|
—
|
||||||
|
Other
|
(9
|
)
|
(96
|
)
|
||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable
|
3,157
|
(1,425
|
)
|
|||||
|
Inventories
|
(4,574
|
)
|
(6,238
|
)
|
||||
|
Prepaid expenses and other
|
(4,168
|
)
|
(5,733
|
)
|
||||
|
Accounts payable, accrued and other liabilities
|
(16,539
|
)
|
(8,990
|
)
|
||||
|
Net cash used in operating activities
|
(25,899
|
)
|
(24,745
|
)
|
||||
|
Cash flows from investing activities:
|
||||||||
|
Additions to property, plant and equipment
|
(791
|
)
|
(809
|
)
|
||||
|
Additions to placement and evaluation units
|
(767
|
)
|
(2,227
|
)
|
||||
|
Acquisition of intangibles
|
—
|
(540
|
)
|
|||||
|
Proceeds from sale of assets
|
100,000
|
—
|
||||||
|
Net cash provided by (used in) investing activities
|
98,442
|
(3,576
|
)
|
|||||
|
Cash flows from financing activities:
|
||||||||
|
Repayment of long-term debt
|
(50,000
|
)
|
(45,000
|
)
|
||||
|
Proceeds from borrowings on long-term debt
|
—
|
70,000
|
||||||
|
Deferred financing costs on long-term debt
|
—
|
(706
|
)
|
|||||
|
Payment of acquisition related contingent consideration
|
(10,000
|
)
|
—
|
|||||
|
Proceeds from exercise of stock options and employee stock purchase plan
|
410
|
82
|
||||||
|
Net cash (used in) provided by financing activities
|
(59,590
|
)
|
24,376
|
|||||
|
Effect of exchange rate changes on cash and cash equivalents
|
13
|
(316
|
)
|
|||||
|
Increase (decrease) in cash and cash equivalents
|
12,966
|
(4,261
|
)
|
|||||
|
Cash and cash equivalents at beginning of period
|
44,620
|
28,825
|
||||||
|
Cash and cash equivalents at end of period
|
$
|
57,586
|
$
|
24,564
|
||||
Exhibit 99.2
