ango-20210831

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-50761

AngioDynamics, Inc.

(Exact name of registrant as specified in its charter)


Delaware						11-3146460
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

14 Plaza Drive, Latham, New York 12110

(Address of principal executive offices and zip code)

(518) 795-1400

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, par value $.01

ANGO

NASDAQ Global Select Market

Preferred Stock Purchase Rights

NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the Issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding as of September 28, 2021
Common Stock, par value $.01						38,650,434

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AngioDynamics, Inc. and Subsidiaries

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		Page
	Part I: Financial Information

Item 1.	Financial Statements

	Consolidated Statements of Operations (unaudited)	3

	Consolidated Statements of Comprehensive Loss (unaudited)	4

	Consolidated Balance Sheets (unaudited)	5

	Consolidated Statements of Cash Flows (unaudited)	6

	Consolidated Statements of Stockholders’ Equity (unaudited)	7

	Notes to Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	28

	Part II: Other Information

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults on Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

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PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements.

AngioDynamics, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands of dollars, except per share data)


	Three Months Ended
	Aug 31, 2021		Aug 31, 2020
Net sales	$	76,971	$	70,216
Cost of sales (exclusive of intangible amortization)	36,832		34,452
Gross profit	40,139		35,764
Operating expenses:
Research and development	7,394		9,009
Sales and marketing	24,446		17,705
General and administrative	8,943		8,557
Amortization of intangibles	4,821		4,953
Change in fair value of contingent consideration	195		(657)
Acquisition, restructuring and other items, net	2,440		1,319
Total operating expenses	48,239		40,886
Operating loss	(8,100)		(5,122)
Other income (expense):
Interest expense, net	(156)		(215)
Other income (expense), net	(352)		524
Total other income (expense), net	(508)		309
Loss before income tax benefit	(8,608)		(4,813)
Income tax benefit	(1,636)		(545)
Net loss	$	(6,972)	$	(4,268)


Loss per share
Basic	$	(0.18)	$	(0.11)
Diluted	$	(0.18)	$	(0.11)






Weighted average shares outstanding
Basic	38,734		38,157
Diluted	38,734		38,157

The accompanying notes are an integral part of these consolidated financial statements.

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AngioDynamics, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)

(in thousands of dollars)


	Three Months Ended
	Aug 31, 2021		Aug 31, 2020
Net loss	$	(6,972)	$	(4,268)
Other comprehensive income, before tax:

Foreign currency translation	590		2,095
Other comprehensive income, before tax	590		2,095
Income tax expense related to items of other comprehensive income (loss)	—		—
Other comprehensive income, net of tax	590		2,095
Total comprehensive loss, net of tax	$	(6,382)	$	(2,173)

The accompanying notes are an integral part of these consolidated financial statements.

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AngioDynamics, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands of dollars, except share data)


	Aug 31, 2021		May 31, 2021
Assets
Current assets
Cash and cash equivalents	$	35,472	$	48,161

Accounts receivable, net of allowances of $1,864 and $1,919 respectively	35,416		35,405
Inventories	49,305		48,614


Prepaid expenses and other	11,128		8,699
Total current assets	131,321		140,879
Property, plant and equipment, net	41,133		37,073
Intangible assets, net	168,893		168,977
Goodwill	201,491		201,316
Other assets	12,925		13,193

Total assets	$	555,763	$	561,438
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	22,687	$	19,630
Accrued liabilities	26,892		35,459



Other current liabilities	2,518		2,495
Total current liabilities	52,097		57,584
Long-term debt, net of current portion	25,000		20,000
Deferred income taxes	18,397		19,955
Contingent consideration, net of current portion	15,936		15,741
Other long-term liabilities	8,383		8,701
Total liabilities	119,813		121,981
Commitments and contingencies (Note 14)
Stockholders' equity
Preferred stock, par value $0.01 per share, 5,000,000 shares authorized; no shares issued and outstanding	—		—
Common stock, par value $0.01 per share, 75,000,000 shares authorized; 39,390,241 and 38,920,951 shares issued and 39,020,241 and 38,550,951 shares outstanding at August 31, 2021 and May 31, 2021, respectively	379		377
Additional paid-in capital	576,380		573,507
Accumulated deficit	(138,838)		(131,866)
Treasury stock, 370,000 shares at August 31, 2021 and May 31, 2021, respectively	(5,714)		(5,714)
Accumulated other comprehensive income	3,743		3,153
Total Stockholders’ Equity	435,950		439,457
Total Liabilities and Stockholders' Equity	$	555,763	$	561,438

The accompanying notes are an integral part of these consolidated financial statements.

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AngioDynamics, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands of dollars)


	Three Months Ended
	Aug 31, 2021		Aug 31, 2020
Cash flows from operating activities:
Net loss	$	(6,972)	$	(4,268)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	6,997		6,577
Non-cash lease expense	602		666
Stock based compensation	2,429		1,864
Change in fair value of contingent consideration	195		(657)


Deferred income taxes	(1,690)		(620)
Change in accounts receivable allowances	(44)		460
Fixed and intangible asset impairments and disposals	30		90


Other	(46)		(432)
Changes in operating assets and liabilities:
Accounts receivable	(36)		(2,706)
Inventories	(670)		7,247
Prepaid expenses and other	(3,354)		(3,559)
Accounts payable, accrued and other liabilities	(6,345)		(10,087)
Net cash used in operating activities	(8,904)		(5,425)
Cash flows from investing activities:
Additions to property, plant and equipment	(1,021)		(1,824)

Additions to placement and evaluation units	(4,471)		—
Cash paid for acquisitions	(3,600)		—


Net cash used in investing activities	(9,092)		(1,824)
Cash flows from financing activities:
Proceeds from borrowings on long-term debt	5,000		—




Proceeds from exercise of stock options and employee stock purchase plan	446		491
Net cash provided by financing activities	5,446		491
Effect of exchange rate changes on cash and cash equivalents	(139)		252
Decrease in cash and cash equivalents	(12,689)		(6,506)
Cash and cash equivalents at beginning of period	48,161		54,435
Cash and cash equivalents at end of period	$	35,472	$	47,929

Supplemental disclosure of non-cash investing and financing activities:

Accrual for capital expenditures incurred during the period	$	162	$	197

The accompanying notes are an integral part of these consolidated financial statements.

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AngioDynamics, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)

(in thousands of dollars, except share data)


	Common Stock			Additional paid in capital		Accumulated deficit		Accumulated other comprehensive income		Treasury Stock
	Shares	Amount								Shares	Amount		Total
Balance at May 31, 2021	38,920,951	$	377	$	573,507	$	(131,866)	$	3,153	(370,000)	$	(5,714)	$	439,457
Net loss						(6,972)							(6,972)
Exercise of stock options	80,635	1		1,279									1,280
Issuance/Cancellation of restricted stock units	279,495			(1,734)									(1,734)
Issuance/Cancellation of performance share units	59,371												—
Purchases of common stock under ESPP	49,789	1		899									900
Stock-based compensation				2,429									2,429


Other comprehensive income, net of tax								590					590
Balance at August 31, 2021	39,390,241	$	379	$	576,380	$	(138,838)	$	3,743	(370,000)	$	(5,714)	$	435,950


	Common Stock			Additional paid in capital		Accumulated deficit		Accumulated other comprehensive income (loss)		Treasury Stock
	Shares	Amount								Shares	Amount		Total
Balance at May 31, 2020	38,448,536	$	374	$	561,871	$	(100,318)	$	(1,341)	(370,000)	$	(5,714)	$	454,872
Net loss						(4,268)							(4,268)

Issuance/Cancellation of restricted stock units	164,946			(143)									(

SEC Form 10-Q filed by AngioDynamics, Inc.