Angiodynamics Inc: Form 10-Q for the period ended Feb 28, 2026

The following information should be read together with the consolidated financial statements and the notes thereto and other information included elsewhere in this quarterly report on Form 10-Q. The following discussion should be read in conjunction with the Company's 2025 Annual Report on Form 10-K, and the consolidated financial statements and notes thereto included elsewhere in the Form 10-Q.

Disclosure Regarding Forward-Looking Statements

This quarterly report on Form 10-Q, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” 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 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, tariffs, 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. Other risks and uncertainties include, but are not limited to, the factors described from time to time in our reports filed with the Securities and Exchange Commission (the "SEC").

Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this quarterly report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, investors are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date stated, or if no date is stated, as of the date of this report. AngioDynamics disclaims any obligation to update the forward-looking statements.

Disclosure Regarding Trademarks

This report includes trademarks, tradenames and service marks that are our property or the property of other third parties. Solely for convenience, such trademarks and tradenames sometimes appear without any “™” or “®” symbol. However, failure to include such symbols is not intended to suggest, in any way, that we will not assert our rights or the rights of any applicable licensor, to these trademarks and tradenames. For a complete listing of all our trademarks, tradenames and service marks please visit www.angiodynamics.com/IP (http://www.angiodynamics.com/IP). Information on our website or connected to our website is not incorporated by reference into this Quarterly Report on Form 10-Q.

Executive Overview

AngioDynamics is a dynamic, diversified medical technology company committed to expanding treatment options and improving patient outcomes and quality of life by focusing on cardiovascular disease and cancer. Our execution strategy is built on innovative R&D, clinical and regulatory pathway expansion and customer centric sales performance. We design, manufacture and sell a wide range of medical, surgical and diagnostic devices used by professional healthcare providers for vascular access, for the treatment of peripheral vascular disease and for use in oncology and surgical settings. Our devices are generally used in minimally invasive, image-guided procedures. Many of our products are intended to be used once and then discarded, or they may be temporarily implanted for short- or long-term use.

Our business operations cross a variety of markets. Our financial performance is impacted by changing market dynamics, which have included an emergence of value-based purchasing by healthcare providers, consolidation of healthcare providers, the increased role of the consumer in health care decision-making and an aging population, among others. In addition, our growth is impacted by changes within our sector, such as the merging of competitors to gain scale and influence; changes in the regulatory environment for medical devices; and fluctuations in the global economy.

Our sales and profitability growth also depends, in part, on the introduction of new and innovative products, together with ongoing enhancements to our existing products. Expansions of our product offerings are created through internal and external product development, technology licensing and strategic alliances. We recognize the importance of, and intend to continue to make investments in research and development activities and selective business development opportunities to provide growth opportunities.

We sell our products in the United States primarily through a direct sales force, and outside the U.S. mainly through distributor relationships. Our end users include interventional radiologists, interventional cardiologists, vascular surgeons, urologists, interventional and surgical oncologists and critical care nurses. We expect our businesses to grow in both sales and profitability by expanding geographically, penetrating new markets, introducing new products and increasing our presence internationally.

The current macroeconomic environment continues to impact our business and may continue to pose future risks. The Company's ability to manufacture products, the reliability of our supply chain, labor shortages, backlog, inflation (including the cost and availability of raw materials, direct labor and shipping) and tariffs have impacted our business, trends that may continue. Accordingly, management continues to evaluate the Company’s liquidity position, communicate with and monitor the actions of our customers and suppliers, and review our near-term financial performance.

In evaluating the operating performance of our business, management focuses on company-wide and segment revenue and gross margin and company-wide operating income, earnings per share and cash flow from operations. A summary of these key financial metrics for the three and nine months ended February 28, 2026 compared to the three and nine months ended February 28, 2025 are as follows:

Three months ended February 28, 2026:

• Revenue increased by 8.9% to $78.4 million
• Med Tech and Med Device growth of 19.0% and 1.2%, respectively
• Gross margin decreased 110 bps to 52.9%
• Med Tech gross margin remained consistent at 62.5% and Med Device gross margin decreased 320 bps to 44.2%
• Net loss increased by $3.7 million to a loss of $8.1 million
• Loss per share increased by $0.08 to $0.19

Nine months ended February 28, 2026:

• Revenue increased by 10.0% to $233.6 million
• Med Tech and Med Device growth of 19.1% and 3.2%, respectively
• Gross margin increased 50 bps to 54.9%
• Med Tech gross margin increased 10 bps to 63.3% and Med Device gross margin decreased 20 bps to 47.6%
• Net loss decreased by $2.6 million to a loss of $25.3 million
• Loss per share decreased by $0.07 to $0.61

Our Med Tech revenue, comprised of Auryon, the thrombus management platform and NanoKnife, grew 19.0% in the third quarter of fiscal year 2026 driven by growth across all product lines. Our Med Device revenue grew by 1.2% in the third quarter of fiscal year 2026 driven by growth in the Core and Venous product lines which was partially offset by softness in the Ports.

Results of Operations

For the three months ended February 28, 2026, the Company reported net loss of $8.1 million, or diluted loss per share of $0.19, on net sales of $78.4 million, compared with a net loss of $4.4 million, or diluted loss per share of $0.11, on net sales of $72.0 million during the same quarter of the prior year. For the nine months ended February 28, 2026, the Company reported net loss of $25.3 million, or diluted loss per share of $0.61, on net sales of $233.6 million, compared with a net loss of $27.9 million, or diluted loss per share of $0.68, on net sales of $212.3 million during the same quarter of the prior year.

Net sales - Net sales are derived from the sale of products and related freight charges, less discounts, rebates and returns.

Table of Content

(in thousands)

(in thousands)

For the three months ended February 28, 2026, net sales increased $6.4 million to $78.4 million compared to the same period in the prior year. For the nine months ended February 28, 2026, net sales increased $21.2 million to $233.6 million compared to the same period in the prior year. At February 28, 2026, the Company had a backlog of $0.3 million.

The Med Tech segment net sales increased $5.9 million and $17.3 million for the three and nine months ended February 28, 2026 compared to the same period in the prior year, respectively. The change for both periods was primarily driven by:

• Increased Auryon sales of $2.5 million and $7.8 million, respectively;
• Increased sales of the thrombus management platform of $2.1 million and $5.5 million compared to the same period in the prior year, respectively. This was driven by an increase in AlphaVac and AngioVac sales of $1.7 million and $5.5 million compared to the same period in the prior year, respectively and an increase in thrombolytic sales of $0.4 million and $0.1 million compared to the same period in the prior year, respectively; and
• Increased NanoKnife sales of $1.3 million and $4.0 million, respectively, which was driven by increased disposable and capital sales.

The Med Device segment net sales increased $0.5 million and $3.9 million for the three and nine months ended February 28, 2026 compared to the same period in the prior year, respectively. The backlog, which primarily impacted sales of Core products, was $0.3 million. The change for both periods was primarily driven by:

• Increased sales of Core, Venous and Microwave products of $0.5 million, $0.6 million and $0.1 million, respectively, which was partially offset by decreased sales of Ports and other Oncology products of $0.6 million and $0.2 million for the three months ended February 28, 2026.
• Increased sales of Core and Venous products of $2.4 million and $2.2 million, respectively, which was partially offset by decreased sales of Ports and Oncology products of $0.7 million and $0.1 million, respectively, for the nine months ended February 28, 2026.

Gross Margin

(in thousands)

Gross margin - Gross margin consists of net sales less the cost of goods sold, which includes the costs of materials, products purchased from third parties and sold by us, manufacturing personnel, royalties, freight, business insurance, depreciation of property and equipment and other manufacturing overhead, exclusive of intangible amortization.

Total Company gross margin increased by $2.6 million and $12.6 million for the three and nine months ended February 28, 2026 compared to the same period in the prior year, respectively. The change for both periods was primarily driven by:

• Sales volume and price, which positively impacted gross margin by $4.7 million and $14.5 million, respectively. For the nine months ended February 28, 2026, this includes sales to a new distributor which positively impacted gross margin by $1.5 million;
• Benefits from product lines transitioned to third-party manufacturers along with other incentives, which positively impacted gross margin by $1.5 million and $5.1 million, respectively;
• Product mix, which negatively impacted gross margin by $0.3 for the three months ended February 28, 2026 and which positively impacted gross margin by $0.5 million for the nine months ended February 28, 2026;
• Production volume and other incentives, which negatively impacted gross margin by $0.8 million and $1.1 million, respectively;
• Tariffs, which negatively impacted gross margin by $1.4 million and $4.3 million, respectively;
• Inflation and other operations costs, which negatively impacted gross margin by $1.3 million and $1.6 million, respectively; and
• A decrease in incremental depreciation on placement units of $0.2 million for the three months ended February 28, 2026 and an increase in incremental depreciation on placement units of $0.6 million for the nine months ended February 28, 2026.

The Med Tech segment gross margin increased by $3.7 million and $11.1 million for the three and nine months ended February 28, 2026 compared to the same period in the prior year, respectively. The change for both periods was primarily driven by:

• Sales volume and price, which positively impacted gross margin by $4.1 million and $12.2 million, respectively. For the nine months ended February 28, 2026, this includes sales to a new distributor which positively impacted gross margin by $1.0 million;
• Benefits from product lines transitioned to third-party manufacturers along with other incentives, which positively impacted gross margin by $1.0 million and $2.2 million, respectively;
• Product mix, which negatively impacted gross margin by $1.2 million and $2.5 million, respectively;
• Inflation and other operations costs, which negatively impacted gross margin by $0.1 million for the three months ended February 28, 2026 and positively impacted gross margin by $0.9 million for the nine months ended February 28, 2026;
• Tariffs, which negatively impacted gross margin by $0.5 million for the nine months ended February 28, 2026; and
• Incremental depreciation on placement units of $1.3 million for the nine months ended February 28, 2026.

The Med Device segment gross margin decreased by $1.1 million and increased $1.5 million for the three and nine months ended February 28, 2026 compared to the same period in the prior year, respectively. The change for both periods was primarily driven by:

• Price and product mix, which positively impacted gross margin by $1.9 million and $4.5 million, respectively. For the nine months ended February 28, 2026, this includes sales to a new distributor which positively impacted gross margin by $0.5 million;
• Benefits from product lines transitioned to third-party manufacturers, which positively impacted gross margin by $0.7 million and $3.4 million, respectively;
• Sales volume, which negatively impacted gross margin by $0.6 for the three months ended February 28, 2026 and which positively impacted gross margin by $0.3 million for the nine months ended February 28, 2026;
• Tariffs, which negatively impacted gross margin by $1.4 million and $3.8 million, respectively;
• Production volume and other incentives, which negatively impacted gross margin by $0.8 million and $1.1 million, respectively;
• Inflation and other operations costs, which negatively impacted gross margin by $1.2 million and $2.5 million, respectively; and
• A decrease in incremental depreciation on placement units of $0.2 million and $0.7 million, respectively.

Operating Expenses and Other Income (Expense)

(in thousands)

Research and development expense - R&D expense includes internal and external costs to develop new products, enhance existing products, validate new and enhanced products, and manage clinical, regulatory and medical affairs.

R&D expense increased $0.2 million and $1.6 million for the three and nine months ended February 28, 2026 compared to the same period in the prior year, respectively. The change for both periods was primarily driven by:

• The timing of certain projects and clinical spend associated with ongoing clinical trials, which increased by $0.3 million and $1.6 million, respectively; and
• Compensation and benefits expenses, which decreased $0.1 million for the three months ended February 28, 2026.

Sales and marketing expense - Sales and marketing (“S&M”) expense consists primarily of salaries, commissions, travel and related business expenses, attendance at medical society meetings, product promotions and marketing activities.

S&M expense increased $1.9 million and $5.6 million for the three and nine months ending February 28, 2026 compared to the same period in the prior year, respectively. The change for both periods was primarily driven by:

• Compensation and benefits expense, which increased by $1.0 million and $3.1 million, respectively;
• Consulting, travel and other selling expenses, which increased $0.5 million and $1.4 million, respectively; and
• Trade shows, subscriptions and other marketing expenses, which increased $0.5 million and $1.0 million, respectively.

General and administrative expense - General and administrative (“G&A”) expense includes executive management, finance, information technology, human resources, business development, legal, and the administrative and professional costs associated with those activities.

G&A expense increased $0.2 million and $1.6 million for the three and nine months ended February 28, 2026 compared to the same period in the prior year, respectively. The change for both periods was primarily driven by:

• Compensation and benefits expenses, which increased $0.7 million and $3.9 million, respectively;
• Other outside consultant spend, which decreased $0.4 million and $1.8 million, respectively; and
• Depreciation and other corporate expenses, which decreased $0.1 million and $0.6 million, respectively.

Table of Content

(in thousands)

Amortization of intangibles - Represents the amount of amortization expense that was taken on intangibles assets held by the Company.

• Amortization expense remained consistent for the three and nine months ended February 28, 2026 compared to the same period in the prior year.

Change in fair value of contingent consideration - Represents changes in contingent consideration driven by changes to estimated future payments on earn-out liabilities created through acquisitions and amortization of present value discounts on long-term contingent consideration.

• The change in the fair value for the three and nine months ended February 28, 2026 is related to the Eximo contingent consideration. The final milestone associated with the contingent consideration was reached during the third quarter of fiscal year 2025 and was paid during the fourth quarter of fiscal year 2025.

Acquisition, restructuring and other items, net - Represents costs associated with mergers and acquisitions, restructuring expenses, legal costs that are related to litigation that is not in the ordinary course of business, legal settlements and other one-time items.

Acquisition, restructuring and other items, net, increased by $3.2 million and decreased by $0.6 million for the three and nine months ended February 28, 2026, compared to the same period in the prior year. The change for both periods was primarily driven by:

• Legal expense, related to litigation that is outside of the normal course of business, which increased $0.1 million and $1.4 million, respectively;
• Plant closure expense, related to the restructuring of our manufacturing footprint which was announced on January 5, 2024, which increased $2.1 million for the three months ended February 28, 2026 and decreased $1.9 million for the nine months ended February 28, 2026;
• Mergers and acquisition expense, which decreased $0.7 million for the nine months ended February 28, 2026;
• Transaction services agreements that were entered into as a result of the divestiture of the PICCs, Midline, dialysis and BioSentry businesses. The increase in the fees invoiced was $0.1 million for both periods;
• Transition expenses related to the upcoming retirement of our CEO which was announced on January 6, 2026, which increased $0.9 million for both periods; and
• Other expenses, mainly severance associated with organizational changes, increased $0.2 million for the three months ended February 28, 2026 and decreased $0.1 million for the nine months ended February 28, 2026.

Other income, net - Other expenses include interest expense, foreign currency impacts and bank fees.

Other income, net decreased by $0.7 million and $1.8 million, for the three and nine months ended February 28, 2026, compared to the same period in the prior year, respectively. The change for both periods was primarily driven by:

• The Company achieved the manufacturing transfer milestone related to divested products in the third quarter of fiscal year 2026 and recorded the associated revenue of $5.0 million which was paid to the Company in the third quarter of fiscal year 2026;
• The Company achieved the sales milestone related to divested products in the third quarter of fiscal year 2025 and recorded a receivable of $5.5 million which was paid to the Company in the fourth quarter of fiscal year 2025; and
• Interest income, which decreased $0.2 million and $1.2 million, respectively.

Income Tax Benefit

(in thousands)

Our effective tax rate including discrete items for the three months ended February 28, 2026 and February 28, 2025 was (0.1)% and 0.0%, respectively. Our effective tax rate including discrete items for the nine months ended February 28, 2026 and February 28, 2025 was (0.3)% and (0.1)%, respectively. In fiscal year 2026, the Company’s effective tax rate differs from the U.S. statutory rate primarily due to the impact of the valuation allowance, foreign taxes, and other non-deductible permanent items (such as non-deductible meals and entertainment, Section 162(m) excess compensation and non-deductible stock-based compensation).

Liquidity and Capital Resources

We regularly review our liquidity and anticipated capital requirements and we believe that our current cash on hand provides sufficient liquidity to meet our anticipated needs for capital for at least the next 12 months.

Our cash and cash equivalents totaled $37.8 million as of February 28, 2026, compared with $55.9 million as of May 31, 2025. As of February 28, 2026 and May 31, 2025 the Company did not have any outstanding debt.

The table below summarizes our cash flows:

(in thousands)

During the nine months ended February 28, 2026 and 2025, cash flows consisted of the following:

Cash used in operating activities

Nine months ended February 28, 2026 and 2025:

• Net loss of $25.3 million and $27.9 million, respectively, plus the non-cash items, primarily driven by depreciation and amortization and stock based compensation, along with the changes in working capital below, contributed to cash used in operations of $14.4 million and $28.9 million, respectively, for these periods.
• For the period ended February 28, 2026, working capital was unfavorably impacted by decreased accounts payable, accrued liabilities and other liabilities of $13.5 million, along with increased accounts receivable and prepaid expenses of $2.8 million and $6.4 million, respectively. This was partially offset by decreased inventory of $3.6 million.
• For the period ended February 28, 2025, working capital was unfavorably impacted by decreased accounts payable, accrued liabilities and other liabilities of $18.5 million, along with increased accounts receivable, inventory and prepaid expenses of $0.4 million, $2.5 million and $9.5 million, respectively.

Cash used in investing activities

Nine months ended February 28, 2026 and 2025:

• $2.2 million and $3.7 million, respectively, of cash was used for fixed asset additions; and
• $2.5 million and $3.9 million, respectively, of cash was used for Auryon placement and evaluation unit additions.

Cash provided by financing activities

Nine months ended February 28, 2026 and 2025:

• $0.3 million and $0.1 million, respectively, of principal payments on the financing arrangements;
• $6.3 million of proceeds from financing arrangements in the third quarter of fiscal year 2025;
• $1.0 million of proceeds from stock option and ESPP activity for both periods; and
• $1.7 million of cash was used for the repurchase of commons shares in fiscal year 2025.

We believe that our current cash balance, together with cash generated from operations and the Revolving Facility will provide sufficient liquidity to meet our anticipated needs for capital for at least the next 12 months. If we seek to make acquisitions of other businesses or technologies in the future for cash, we may require external financing.

New Accounting Pronouncements

Information regarding new accounting pronouncements is included in Note 16 to our consolidated financial statements in this Quarterly Report on Form 10-Q.

Foreign Currency Exchange Rate Risk

We are exposed to market risk from changes in currency exchange rates and investments that could impact our results of operations and financial position.

We transact sales in currencies other than the U.S. Dollar, particularly the Euro, British Pound and Canadian Dollar. For the nine months ended February 28, 2026, approximately 4.1% of our sales were denominated in foreign currencies. We do not have expenses denominated in foreign currencies at the level of our sales and as a result, our profitability is exposed to currency fluctuations. When the U.S. Dollar strengthens, our sales and gross margin will be negatively impacted. In addition, we have assets and liabilities denominated in non-functional currencies which are remeasured at each reporting period, with the offset to changes presented as a component of Other (Expenses) Income. Significant non-functional balances include accounts receivable due from a sub-section of our international customers.

Interest Rate Risk

The risk associated with fluctuating interest rates is primarily limited to indebtedness. As of February 28, 2026, the Company did not have any outstanding debt (see Note 6, "Long-Term Debt" set forth in the Notes in the consolidated financial statements included in this Annual Report on Form 10-K).

The Credit Agreement provides for a $25.0 million secured revolving credit facility. Interest on the Revolving Facility will be based, at the Company's option, on a rate equal to (i) the Secured Overnight Financing Rate ("SOFR") plus 0.1% (subject to a floor of 0%) ("Adjusted Term SOFR"), or (ii) the alternate base rate (subject to a floor of 0%) ("ABR"), and in each case with a margin for Adjusted Term SOFR loans of 2.0% and for ABR loans of 1.0%. The Revolving Facility will also carry a commitment fee of 0.2% per annum. As of February 28, 2026 there were no amounts outstanding on the Revolving Facility.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist primarily of cash and cash equivalents and trade accounts receivable.

The Company maintains cash and cash equivalents at various institutions and performs periodic evaluations of the relative credit standings of these financial institutions to ensure their credit worthiness.

Concentration of credit risk with respect to trade accounts receivable is limited due to the large number of customers that purchase products from the Company. No single customer represents more than 10% of total sales. The Company monitors the creditworthiness of its customers. As the Company’s standard payment terms are 30 to 90 days from invoicing, the Company does not provide any significant financing to its customers. Although the Company does not currently foresee a significant credit risk associated with the outstanding accounts receivable, repayment is dependent upon the financial stability of our customers.

Evaluation of disclosure controls and procedures

As of the end of the period covered by this report, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting for the fiscal quarter ended February 28, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

In addition to information set forth in this report, you should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors” of our annual report on Form 10-K for our fiscal year ended May 31, 2025 which set forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition or operating results. You should review and consider such Risk Factors in making any investment decision with respect to our securities. An investment in our securities continues to involve a high degree of risk. There have been no material changes to the risk factors previously disclosed in our annual report on Form 10-K.