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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 1, 2003
-------------
OR
|_| 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 1-11479
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E-Z-EM, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 11-1999504
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 Marcus Avenue, Lake Success, New York 11042
------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
(516) 333-8230
--------------------------------------------------
Registrant's telephone number, including area code
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 |X| No |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes |_| No |X|
As of April 9, 2003, there were 10,098,288 shares of the issuer's common stock
outstanding.
-1-
E-Z-EM, Inc. and Subsidiaries
INDEX
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Part I: Financial Information Page
- ------ --------------------- ----
Item 1. Financial Statements
Consolidated Balance Sheets - March 1, 2003 and
June 1, 2002 3 - 4
Consolidated Statements of Operations - thirteen and thirty-
nine weeks ended March 1, 2003 and March 2, 2002 5
Consolidated Statement of Stockholders' Equity and
Comprehensive Income - thirty-nine weeks ended
March 1, 2003 6
Consolidated Statements of Cash Flows - thirty-nine weeks
ended March 1, 2003 and March 2, 2002 7 - 8
Notes to Consolidated Financial Statements 9 - 15
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16 - 23
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 23 - 24
Item 4. Controls and Procedures 24
Part II: Other Information
- ------- -----------------
Item 1. Legal Proceedings 25
Item 2. Changes in Securities and Use of Proceeds 25
Item 3. Defaults Upon Senior Securities 25
Item 4. Submission of Matters to a Vote of Security Holders 25
Item 5. Other Information 25
Item 6. Exhibits and Reports on Form 8-K 25
-2-
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands)
March 1, June 1,
ASSETS 2003 2002
-------- --------
(unaudited) (audited)
CURRENT ASSETS
Cash and cash equivalents $ 5,015 $ 8,019
Restricted cash 1,429
Debt and equity securities 11,374 16,045
Accounts receivable, principally
trade, net 22,080 17,721
Inventories 27,858 26,251
Other current assets 5,673 4,218
-------- --------
Total current assets 73,429 72,254
PROPERTY, PLANT AND EQUIPMENT - AT COST,
less accumulated depreciation and
amortization 21,908 19,187
GOODWILL, less accumulated amortization 388 377
INTANGIBLE ASSETS, less accumulated
amortization 1,366 1,557
DEBT AND EQUITY SECURITIES 1,575 1,984
INVESTMENTS AT COST 900 600
OTHER ASSETS 6,897 6,322
-------- --------
$106,463 $102,281
======== ========
The accompanying notes are an integral part of these statements.
-3-
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
March 1, June 1,
LIABILITIES AND STOCKHOLDERS' EQUITY 2003 2002
--------- ---------
(unaudited) (audited)
CURRENT LIABILITIES
Notes payable $ 633 $ 698
Current maturities of long-term debt 330 179
Accounts payable 6,524 6,841
Accrued liabilities 7,891 7,292
Accrued income taxes 214 498
--------- ---------
Total current liabilities 15,592 15,508
LONG-TERM DEBT, less current maturities 3,516 327
OTHER NONCURRENT LIABILITIES 3,129 2,924
--------- ---------
Total liabilities 22,237 18,759
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, par value $.10 per
share - authorized, 1,000,000 shares;
issued, none
Common stock, par value $.10 per share -
authorized, 16,000,000 shares; issued
and outstanding 10,091,141 shares at
March 1, 2003 and 9,985,705 shares
at June 1, 2002 (excluding 483,648 shares
held in treasury at June 1, 2002) 1,009 998
Additional paid-in capital 21,594 21,062
Retained earnings 64,250 63,723
Accumulated other comprehensive loss (2,627) (2,261)
--------- ---------
Total stockholders' equity 84,226 83,522
--------- ---------
$ 106,463 $ 102,281
========= =========
The accompanying notes are an integral part of these statements.
-4-
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)
Thirteen weeks ended Thirty-nine weeks ended
-------------------- -----------------------
March 1, March 2, March 1, March 2,
2003 2002 2003 2002
-------- -------- -------- --------
Net sales $ 33,093 $ 30,646 $ 96,273 $ 88,916
Cost of goods sold 19,157 17,791 54,768 52,337
-------- -------- -------- --------
Gross profit 13,936 12,855 41,505 36,579
-------- -------- -------- --------
Operating expenses
Selling and administrative 11,655 9,665 35,471 29,919
Asset impairment and facility
closing costs (40) 116 1,492
Research and development 1,806 1,542 5,053 4,682
-------- -------- -------- --------
Total operating expenses 13,461 11,167 40,640 36,093
-------- -------- -------- --------
Operating profit 475 1,688 865 486
Other income (expense)
Interest income 56 73 191 344
Interest expense (120) (67) (307) (202)
Other, net 166 87 632 288
-------- -------- -------- --------
Earnings before income
taxes 577 1,781 1,381 916
Income tax provision 297 624 854 1,038
-------- -------- -------- --------
NET EARNINGS (LOSS) $ 280 $ 1,157 $ 527 $ (122)
======== ======== ======== ========
Earnings (loss) per common share
Basic $ .03 $ .12 $ .05 $ (.01)
======== ======== ======== ========
Diluted $ .03 $ .11 $ .05 $ (.01)
======== ======== ======== ========
Weighted average common shares
Basic 10,081 9,824 10,031 9,831
======== ======== ======== ========
Diluted 10,441 10,230 10,416 9,831
======== ======== ======== ========
The accompanying notes are an integral part of these statements.
-5-
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
Thirty-nine weeks ended March 1, 2003
(unaudited)
(in thousands, except share data)
Class A and Class B Accumulated
common stock Common stock Additional other Compre-
----------------- ----------------- paid-in Retained comprehensive hensive
Shares Amount Shares Amount capital earnings loss Total income
--------- ------ --------- ------ ---------- -------- ------------- ------- -------
Balance at June 1, 2002 9,985,705 $ 998 $21,062 $63,723 $(2,261) $83,522
Exercise of stock options 22,962 2 89,150 $ 9 493 504
Income tax benefits on
stock options exercised 99 99
Compensation related to
stock option plans 4 4
Issuance of stock 9,676 1 74 75
Purchase of treasury stock (16,352) (1) (138) (139)
Common stock recapitalization (9,992,315) (999) 9,992,315 999
Net earnings 527 527 $ 527
Unrealized holding loss on debt
and equity securities (477) (477) (477)
Decrease in fair market value
on interest rate swap (245) (245) (245)
Foreign currency translation
adjustments 356 356 356
--------- ----- ---------- ------ ------- ------- ------- ------- -----
Comprehensive income $ 161
=====
Balance at March 1, 2003 -- $ -- 10,091,141 $1,009 $21,594 $64,250 $(2,627) $84,226
========= ===== ========== ====== ======= ======= ======= =======
The accompanying notes are an integral part of this statement.
-6-
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Thirty-nine weeks ended
-----------------------
March 1, March 2,
2003 2002
-------- --------
Cash flows from operating activities:
Net earnings (loss) $ 527 $ (122)
Adjustments to reconcile net earnings
(loss) to net cash provided by (used in)
operating activities
Depreciation and amortization 2,476 2,143
Impairment of long-lived assets 116 1,322
Provision for doubtful accounts 272 29
Deferred income tax provision 8 8
Other non-cash items 74 50
Changes in operating assets and
liabilities
Accounts receivable (4,631) 3,085
Inventories (1,607) (3,669)
Other current assets (1,316) 1,673
Other assets (638) (629)
Accounts payable (317) 2,040
Accrued liabilities 210 (272)
Accrued income taxes (184) 158
Other noncurrent liabilities 174 (22)
-------- --------
Net cash provided by (used in)
operating activities (4,836) 5,794
-------- --------
Cash flows from investing activities:
Additions to property, plant and
equipment, net (5,252) (2,540)
Restricted cash for use in investing activities (1,429)
Purchase of intangible assets (400)
Investments at cost (300) (600)
Available-for-sale securities
Purchases (82,390) (64,780)
Proceeds from sale 87,061 61,965
-------- --------
Net cash used in investing activities (2,310) (6,355)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of debt 3,532 3,430
Repayments of debt (309) (3,322)
Proceeds from exercise of stock options 504 4
Purchase of treasury stock (139) (279)
Proceeds from issuance of stock in connection
with the stock purchase plan 5 5
-------- --------
Net cash provided by (used in) financing
activities 3,593 (162)
-------- --------
-7-
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(unaudited)
(in thousands)
Thirty-nine weeks ended
-----------------------
March 1, March 1,
2003 2002
------- -------
Effect of exchange rate changes on
cash and cash equivalents $ 549 $ (400)
------- -------
DECREASE IN CASH AND CASH (3,004) (1,123)
EQUIVALENTS
Cash and cash equivalents
Beginning of period 8,019 4,391
------- -------
End of period $ 5,015 $ 3,268
======= =======
Supplemental disclosures of cash flow information:
Cash paid (refunded) during the period for:
Interest $ 130 $ 56
======= =======
Income taxes paid (refunded) (net of refunds
of $3 in 2003 and payments of $599 in 2002,
respectively) $ 1,445 $ (346)
======= =======
The accompanying notes are an integral part of these statements.
-8-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 1, 2003 and March 2, 2002
(unaudited)
NOTE A - CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of March 1, 2003, the consolidated
statement of stockholders' equity and comprehensive income for the period
ended March 1, 2003, and the consolidated statements of operations and
cash flows for the periods ended March 1, 2003 and March 2, 2002, have
been prepared by the Company without audit. The consolidated balance sheet
as of June 1, 2002 was derived from audited consolidated financial
statements. In the opinion of management, all adjustments (which include
only normally recurring adjustments) necessary to present fairly the
financial position, changes in stockholders' equity and comprehensive
income, results of operations and cash flows at March 1, 2003 (and for all
periods presented) have been made.
Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America, have been condensed or
omitted. It is suggested that these consolidated financial statements be
read in conjunction with the financial statements and notes thereto
included in the fiscal 2002 Annual Report on Form 10-K filed by the
Company on August 29, 2002. The results of operations for the periods
ended March 1, 2003 and March 2, 2002 are not necessarily indicative of
the operating results for the respective full years.
The consolidated financial statements include the accounts of E-Z-EM, Inc.
("E-Z-EM") and all 100%-owned subsidiaries (the "Company"). All
significant intercompany balances and transactions have been eliminated.
NOTE B - EARNINGS PER COMMON SHARE
Basic earnings per share are based on the weighted average number of
common shares outstanding without consideration of potential common stock.
Diluted earnings per share are based on the weighted average number of
common and potential common shares outstanding. The calculation takes into
account the shares that may be issued upon exercise of stock options,
reduced by the shares that may be repurchased with the funds received from
the exercise, based on the average price during the period. Potential
common shares were excluded from the diluted calculation for the
thirty-nine weeks ended March 2, 2002, as their effects were
anti-dilutive.
The following table sets forth the reconciliation of the weighted average
number of common shares:
Thirteen weeks ended Thirty-nine weeks ended
----------------------- -----------------------
March 1, March 2, March 1, March 2,
2003 2002 2003 2002
------ ----- ------ -----
(in thousands)
Basic 10,081 9,824 10,031 9,831
Effect of dilutive
securities (stock options) 360 406 385
------ ----- ------ -----
Diluted 10,441 10,230 10,416 9,831
====== ====== ====== =====
-9-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 1, 2003 and March 2, 2002
(unaudited)
NOTE B - EARNINGS PER COMMON SHARE (continued)
Excluded from the calculation of earnings per common share, are options to
purchase 452,155 shares of common stock for the thirteen and thirty-nine
weeks ended March 1, 2003 and options to purchase 431,575 and 1,554,935
shares of common stock for the thirteen and thirty-nine weeks ended March
2, 2002, respectively, as their inclusion would be anti-dilutive. The
range of exercise prices on the excluded options was $8.50 to $12.49 per
share for the thirteen and thirty-nine weeks ended March 1, 2003, $7.40 to
$12.49 per share for the thirteen weeks ended March 2, 2002 and $3.66 to
$12.49 per share for the thirty-nine weeks ended March 2, 2002.
NOTE C - EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
As of June 2, 2002, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". This statement supercedes SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of", while retaining many of the requirements of such statement.
The adoption of this statement has had no effect on the Company's results
of operations or financial position.
As of January 1, 2003, the Company adopted SFAS No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities." SFAS No. 146 addresses
accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (Including Certain Costs Incurred in a
Restructuring)." SFAS No. 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized and measured
initially at fair value when the liability is incurred. The adoption of
this statement has had no effect on the Company's results of operations or
financial position.
In December 2002, the Financial Accounting Standards Board ("FASB")issued
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure, an amendment of FASB Statement No. 123." SFAS No. 148 amends
SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123
to require prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The
provisions of SFAS No. 148 are effective for fiscal years ending after
December 15, 2002 and the interim disclosure provisions are effective for
interim periods beginning after December 15, 2002. The Company currently
plans to continue to apply the intrinsic-value based method to account for
stock options and will comply with the new disclosure requirements
beginning with its fiscal year ending May 31, 2003.
-10-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 1, 2003 and March 2, 2002
(unaudited)
NOTE D - COMPREHENSIVE LOSS
The components of comprehensive income (loss), net of related tax, are as
follows:
Thirty-nine weeks ended
-----------------------
March 1, March 2,
2003 2002
------- -------
(in thousands)
Net earnings (loss) $ 527 $ (122)
Unrealized holding gain (loss) on
debt and equity securities (477) 90
Decrease in fair value on interest
rate swap (245)
Foreign currency translation
adjustments 356 (528)
------- -------
Comprehensive income (loss) $ 161 $ (560)
======= =======
The components of accumulated other comprehensive loss, net of related
tax, are as follows:
March 1, June 1,
2003 2002
------- -------
(in thousands)
Unrealized holding gain on debt and
equity securities $ 341 $ 818
Decrease in fair value on interest
rate swap (245)
Cumulative translation adjustments (2,723) (3,079)
------- -------
Accumulated other comprehensive loss $(2,627) $(2,261)
======= =======
NOTE E - INVESTMENT AT COST
In August 2001, the Company acquired 240,000 shares of the Series B
Convertible Preferred Stock, or approximately 5%, of PointDx, Inc.
("PointDx") for $600,000. PointDx, a Delaware corporation based in
Winston-Salem, North Carolina, is an emerging medical technology company
focused on the development of virtual colonoscopy software and structured
reporting solutions for radiology. Virtual colonoscopy is an innovative
technology which visualizes the colon using advanced CT imaging and 3-D
computer reconstruction of that image data. The Company also acquired a
three-year warrant to purchase an additional 120,000 shares of the Series
B Convertible Preferred Stock at $2.50 per share, and the right to
designate one nominee for the PointDx board of directors. The Company's
investment in PointDx is accounted for by the cost method. In December
2002, the Company entered into an agreement with PointDx, and agreed to
reduce the shares that can be purchased under the aforementioned warrant
by 36,000.
-11-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 1, 2003 and March 2, 2002
(unaudited)
NOTE F - ASSET IMPAIRMENT CHARGES
During the thirteen weeks ended December 1, 2001, the Company adopted a
plan, which was approved by the Board of Directors, to close a facility
owned by its wholly-owned Japanese subsidiary in December 2001. The
facility was principally used to manufacture liquid barium sulfate
formulations for sale in the Japanese market. The facility lacked the
necessary manufacturing throughput to justify its continued existence. In
connection with this plan, the Company recorded a $1,532,000 charge to
operations during the thirteen weeks ended December 1, 2001 within the
E-Z-EM operating segment. During the thirteen weeks ended March 2, 2002,
such charge was reduced by $40,000 to $1,492,000 as a result of favorable
changes in foreign currency translation. The components of this $1,492,000
charge consist of i) a $1,272,000 write-down of property, plant and
equipment to management's estimate of their fair market value, based upon
the anticipated proceeds to be received upon sale, ii) severance costs of
$125,000, iii) refurbishing costs of $64,000, relating to a leased
warehousing facility, and iv) a provision for inventory reserves of
$31,000. During the thirteen weeks ended November 30, 2002, the Company
recorded an additional write-down of property of $116,000 to management's
current estimate of its fair market value, based upon the anticipated
proceeds to be received upon sale.
NOTE G - INVENTORIES
Inventories consist of the following:
March 1, June 1,
2003 2002
------- -------
(in thousands)
Finished goods $15,150 $13,939
Work in process 2,112 2,237
Raw materials 10,596 10,075
------- -------
$27,858 $26,251
======= =======
NOTE H - LONG-TERM DEBT
In September 2002, the Company closed on the financing for the expansion
of the AngioDynamics headquarters and manufacturing facility in
Queensbury, New York. The expansion will be principally financed with
Industrial Revenue Bonds (the "Bonds") issued by the Warren and Washington
Counties Industrial Development Agency (the "Agency") aggregating
$3,500,000. The Bonds are issued under a Trust Agreement by and between
the Agency and a bank, as trustee (the "Trustee"). The proceeds of the
Bonds will be advanced, as construction occurs, pursuant to a Building
Loan Agreement by and among the Agency, the Trustee, a second bank (the
"Bank") and the Company. As of March 1, 2003, the advances aggregated
$2,071,000 with the remaining proceeds of $1,429,000 classified as
restricted cash. The Bonds, which bear interest at a variable rate (1.30%
per annum at March 1, 2003), require quarterly interest payments and
quarterly principal payments ranging from $25,000 to $65,000
-12-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 1, 2003 and March 2, 2002
(unaudited)
NOTE H - LONG-TERM DEBT (continued)
through May 2022. In connection with the issuance of the Bonds, the
Company entered into a Letter of Credit and Reimbursement Agreement with
the Bank for approximately $3,575,000 to support principal and interest
payments of the Bonds and requires payment of an annual fee on the
remaining balance ranging from 1% to 1.9%, depending on financial results
achieved. The Company also entered into a Remarketing Agreement, pursuant
to which the Remarketing Agent will use its best efforts to arrange for a
sale in the secondary market of such Bonds. The Remarketing Agreement
provides for the payment of an annual fee of .1% of the remaining balance.
The Reimbursement Agreement contains certain financial covenants, relating
to fixed charge coverage and interest coverage, as defined. Amounts
borrowed under the Agreement are collateralized by substantially all of
the assets of AngioDynamics.
In accordance with SFAS No. 133, "Accounting for Derivatives and Hedging
Activities", as amended, the Company recognized its interest rate swap
agreement in the consolidated financial statements at fair value. Changes
in the fair value of derivative financial instruments are either
recognized periodically in income or in stockholders' equity as a
component of accumulated other comprehensive income (loss) depending on
whether the derivative financial instrument qualifies for hedge
accounting, and if so, whether it qualifies as a fair value or cash flow
hedge. Generally, the changes in the fair value of derivatives accounted
for as fair value hedges are recorded in income along with the portions of
the changes in the fair value of hedged items that relate to the hedged
risks. Changes in the fair value of derivatives accounted for as cash flow
hedges, to the extent they are effective as hedges, are recorded in
accumulated other comprehensive income (loss). Changes in the fair values
for derivatives not qualifying as hedges are reported in income.
The Company entered into an interest rate swap agreement with the Bank,
effective September 2002, with an initial notional amount of $3,500,000 to
limit the effect of increases in the interest rates on its variable rate
debt. The swap agreement, which qualifies as an effective hedge under SFAS
No. 133, is a contract to exchange floating interest rate payments for
fixed interest payments periodically over the life of the agreement
without the exchange of the underlying notional amounts. The effect of
this swap agreement is to limit the interest rate exposure to 4.45% of the
Company's debt under its agreement with the Agency. Since the swap
agreement is classified as a cash flow hedge, the fair value of $389,000
has been recorded as a component of accrued liabilities, and accumulated
other comprehensive loss has been increased by $245,000, net of tax
benefit, with no impact on earnings. Amounts to be paid or received under
the swap agreement are accrued as interest rates change and are recognized
over the life of the swap agreement as an adjustment to interest expense.
-13-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 1, 2003 and March 2, 2002
(unaudited)
NOTE I - COMMON STOCK
Under the 1983 and 1984 Stock Option Plans, options for 112,112 shares
were exercised at prices ranges from $3.66 to $6.50 per share, options for
28,084 shares were forfeited at prices ranging from $4.22 to $12.49 per
share, and no options were granted or expired during the thirty-nine weeks
ended March 1, 2003. Under the 1997 AngioDynamics Stock Option Plan,
options for 1.19 shares were forfeited at $40,000 per share, and no
options were granted, exercised or expired during the thirty-nine weeks
ended March 1, 2003.
During July 2002, the Company concluded a program to repurchase 500,000
shares of its Class A and Class B common stock. In aggregate, the Company
repurchased 53,706 shares of Class A common stock and 446,294 shares of
Class B common stock for approximately $3,548,000, of which 847 shares of
Class A common stock and 15,505 shares of Class B common stock for
approximately $139,000 were repurchased during the first quarter of fiscal
2003. Effective August 15, 2002, the Company retired all treasury shares.
In March 2003, the Board of Directors authorized the repurchase of up to
300,000 shares of the Company's common stock at an aggregate purchase
price of up to $3,000,000.
On October 22, 2002, the Company completed the previously announced plan
to combine its two former classes of common stock (Class A and Class B)
into a single, newly created class of common stock. The transaction was
effected by merging a newly formed subsidiary into E-Z-EM, with E-Z-EM
continuing as the surviving corporation in the merger. As a result of this
merger: each outstanding Class A share and each outstanding Class B share
was converted into one share of a newly created class of common stock of
the Company; the super-majority voting requirements contained in the
Company's certificate of incorporation, relating to the former Class A
shares, were eliminated and are not applicable to the Company's new class
of common stock; each holder of common stock now has one vote per share;
and all matters brought before the stockholders of the Company, other than
the removal of directors, are now determined by a majority vote.
At June 1, 2002, the outstanding shares of Class A and Class B common
stock were 4,002,188 and 5,983,517, respectively (excluding 52,859 shares
of Class A common stock and 430,789 shares of Class B common stock held in
treasury at June 1, 2002).
NOTE J - OPERATING SEGMENTS
The Company is engaged in the manufacture and distribution of a wide
variety of products which are classified into two operating segments:
E-Z-EM products, formerly called the Diagnostic products operating
segment, and AngioDynamics products. E-Z-EM products include X-ray
fluoroscopy products, CT imaging products, virtual colonoscopy products,
specialty diagnostic tests, and accessory medical products and devices.
The E-Z-EM segment also includes third-party contract manufacturing of
diagnostic contrast agents, pharmaceuticals, non-prescription healthcare
products and defense decontaminants. AngioDynamics products include
angiographic products and accessories, image-guided vascular access
products, dialysis products, thrombolytic products, PTA dilation
catheters, biliary stents, and drainage
-14-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 1, 2003 and March 2, 2002
(unaudited)
NOTE J - OPERATING SEGMENTS (continued)
products used in the interventional radiology marketplace.
The Company's chief operating decision maker utilizes operating segment
net earnings (loss) information in assessing performance and making
overall operating decisions and resource allocations. Information about
the Company's segments is as follows:
Thirteen weeks ended Thirty-nine weeks ended
----------------------- -----------------------
March 1, March 2, March 1, March 2,
2003 2002 2003 2002
-------- -------- -------- --------
(in thousands)
Net sales to external customers
E-Z-EM products $ 23,271 $ 22,893 $ 69,782 $ 67,200
AngioDynamics products 9,822 7,753 26,491 21,716
-------- -------- -------- --------
Total net sales to external customers $ 33,093 $ 30,646 $ 96,273 $ 88,916
======== ======== ======== ========
Intersegment net sales
AngioDynamics products $ 281 $ 381 $ 708 $ 764
-------- -------- -------- --------
Total intersegment net sales $ 281 $ 381 $ 708 $ 764
======== ======== ======== ========
Operating profit (loss)
E-Z-EM products $ (387) $ 1,071 $ (1,391) $ (1,113)
AngioDynamics products 836 650 2,190 1,631
Eliminations 26 (33) 66 (32)
-------- -------- -------- --------
Total operating profit (loss) $ 475 $ 1,688 $ 865 $ 486
======== ======== ======== ========
Net earnings (loss)(1)
E-Z-EM products $ (286) $ 844 $ (861) $ (751)
AngioDynamics products 540 346 1,322 661
Eliminations 26 (33) 66 (32)
-------- -------- -------- --------
Total net earnings (loss) $ 280 $ 1,157 $ 527 $ (122)
======== ======== ======== ========
March 1, June 1,
2003 2002
-------- --------
(in thousands)
Assets
E-Z-EM products $109,879 $110,421
AngioDynamics products 25,252 20,046
Eliminations (28,668) (28,186)
-------- --------
Total assets $106,463 $102,281
======== ========
(1) Effective June 2, 2002 and for fiscal 2003, E-Z-EM's loans to
AngioDynamics are non-interest bearing. For the thirteen and thirty-nine
weeks ended March 2, 2002, interest charges on such loans were $215,000
and $647,000, respectively.
-15-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
Quarters ended March 1, 2003 and March 2, 2002
- ----------------------------------------------
The Company's quarters ended March 1, 2003 and March 2, 2002 both represent
thirteen weeks.
Results of Operations
- ---------------------
Segment Overview
- ----------------
The Company operates in two industry segments: E-Z-EM products and AngioDynamics
products. The E-Z-EM operating segment includes X-ray fluoroscopy products, CT
imaging products, virtual colonoscopy products, specialty diagnostic tests, and
accessory medical products and devices. The E-Z-EM segment also includes
third-party contract manufacturing of diagnostic contrast agents,
pharmaceuticals, non-prescription healthcare products and defense
decontaminants. The AngioDynamics operating segment includes angiographic
products and accessories, image-guided vascular access products, dialysis
products, thrombolytic products, PTA dilation catheters, biliary stents, and
drainage products used in the interventional radiology marketplace.
E-Z-EM AngioDynamics Eliminations Total
------ ------------- ------------ -----
(in thousands)
Quarter ended March 1, 2003
- ---------------------------
Unaffiliated customer sales $ 23,271 $9,822 -- $33,093
Intersegment sales -- 281 ($281) --
Gross profit 8,842 5,068 26 13,936
Operating profit (loss) (387) 836 26 475
Quarter ended March 2, 2002
- ---------------------------
Unaffiliated customer sales $ 22,893 $7,753 -- $30,646
Intersegment sales -- 381 ($381) --
Gross profit (loss) 9,072 3,816 (33) 12,855
Operating profit (loss) 1,071 650 (33) 1,688
E-Z-EM Products
E-Z-EM segment operating results for the current quarter declined by $1,458,000
from the comparable quarter of the prior year due primarily to increased
operating expenses and lower gross profit. Net sales increased 2%, or $378,000,
due primarily to increased sales of CT imaging contrast and injector systems of
$1,421,000, partially offset by decreased sales of contract manufacturing
products of $755,000 and specialty diagnostic tests of $295,000. Price increases
had minimal effect on net sales for the current quarter. Gross profit expressed
as a percentage of net sales decreased to 38% for the current quarter from 40%
for the comparable period of the prior year due primarily to unfavorable changes
in sales product mix and reduced contract manufacturing throughput at the
Company's Canadian subsidiary. Operating expenses increased $1,228,000 due to:
i) increased selling and marketing infrastructure and promotional activities to
support the Company's CT injector and virtual colonoscopy businesses, ii)
increased administrative and research and development costs, and iii) increased
severance costs of $182,000.
-16-
AngioDynamics Products
AngioDynamics segment operating profit for the current quarter improved by
$186,000 from the comparable quarter of the prior year due to increased sales
and improved gross profit, partially offset by increased operating expenses. Net
sales increased 27%, or $2,069,000, due primarily to increased sales of dialysis
products of $903,000, PTA dilation catheters of $196,000, image-guided vascular
access products of $173,000 and angiographic products of $102,000. Sales of the
ELVSTM endovascular laser venous system, used in the treatment of varicose veins
and introduced in the second quarter of the current fiscal year, contributed to
the increase in sales by $704,000. Price increases had minimal effect on net
sales for the current quarter. Gross profit expressed as a percentage of net
sales improved to 50% for the current quarter from 47% for the comparable
quarter of the prior year due primarily to improved manufacturing efficiencies
at the Company's Queensbury, New York facility, lower freight costs and
decreased provision for inventory reserves of $53,000. The improved
manufacturing efficiencies, resulted, in large part, from increased automation
in the manufacture of angiographic catheters, WorkhorseTM PTA balloon catheters
and biliary stent assembly. Operating expenses increased $1,066,000 due, in
large part, to the continued expansion of the domestic sales force, investment
in new product introductions and increased administrative and research and
development expenses.
Consolidated Results of Operations
- ----------------------------------
For the quarter ended March 1, 2003, the Company reported net earnings of
$280,000, or $.03 per common share on both a basic and diluted basis,
respectively, compared to net earnings of $1,157,000, or $.12 and $.11 per
common share on a basic and diluted basis, for the comparable period of last
year. Results for the current quarter were adversely affected by increased
operating expenses in both industry segments, partially offset by increased
sales and improved gross profit in the AngioDynamics segment.
Net sales of $33,093,000 for the quarter ended March 1, 2003 increased 8%, or
$2,447,000, compared to the quarter ended March 2, 2002 due to increased sales
of AngioDynamics products of $2,069,000 and E-Z-EM products of $378,000, which
resulted from the factors previously disclosed in the segment overview. Price
increases had minimal effect on net sales for the current quarter. Net sales in
international markets, including direct exports from the U.S., decreased 9%, or
$823,000, for the current quarter from the comparable period of last year due
primarily to decreased sales of contract manufacturing products of $755,000.
Gross profit expressed as a percentage of net sales was 42% for both the current
quarter and the comparable quarter of the prior year. Improved gross profit in
the AngioDynamics segment offset somewhat lower gross profit in the E-Z-EM
segment. These changes in gross profit resulted from the factors previously
disclosed in the segment overview. The Company's third fiscal quarters
traditionally have fewer production days than the other fiscal quarters,
resulting in somewhat lower gross profit percentages in such quarters.
Selling and administrative ("S&A") expenses were $11,655,000 for the quarter
ended March 1, 2003 compared to $9,665,000 for the quarter ended March 2, 2002.
This increase of $1,990,000, or 21%, for the current quarter was due to
increased E-Z-EM S&A expenses of $1,001,000 and increased AngioDynamics S&A
expenses of $989,000, which resulted from the factors previously disclosed in
the segment overview.
Research and development ("R&D") expenditures increased 17% for the current
quarter to $1,806,000, or 5% of net sales, from $1,542,000, or 5% of net sales,
for the comparable quarter of the prior year. This increase was due to increased
spending relating to virtual colonoscopy projects of $194,000 and AngioDynamics
projects of $77,000. Of the R&D expenditures for the current quarter,
-17-
approximately 33% relate to X-ray fluoroscopy and CT imaging projects, 33% to
AngioDynamics projects, 19% to virtual colonoscopy projects, 12% to general
regulatory costs and 3% to all other projects. R&D expenditures are expected to
continue at approximately current levels.
Other income, net of other expenses, totaled $102,000 of income for the current
quarter compared to $93,000 of income for the quarter ended March 2, 2002.
Improved foreign currency gains and losses of $161,000 were almost entirely
offset by a gain on the sale of an equity security of $83,000 during the
comparable quarter of the prior year, increased interest expense of $53,000 and
decreased interest income of $17,000.
For the quarter ended March 1, 2003, the Company's effective tax rate of 51%
differed from the Federal statutory tax rate of 34% due primarily to the fact
that the Company did not provide for the tax benefit on losses incurred in a
foreign jurisdiction, since it is more likely than not that such benefits will
not be realized, and non-deductible expenses. The Company's effective tax rate
of 35% for the quarter ended March 2, 2002 differed from the Federal statutory
tax rate of 34% due primarily to the fact that the Company did not provide for
the tax benefit on losses in a foreign jurisdiction, since, at that time, it was
more likely than not that such benefits would not be realized, and
non-deductible expenses, partially offset by the reversal of an over accrual
established in the previous year.
Nine months ended March 1, 2003 and March 2, 2002
- -------------------------------------------------
The Company's nine months ended March 1, 2003 and March 2, 2002 both represent
thirty-nine weeks.
Results of Operations
- ---------------------
Segment Overview
- ----------------
E-Z-EM AngioDynamics Eliminations Total
------ ------------- ------------ -----
(in thousands)
Nine months ended March 1, 2003
- -------------------------------
Unaffiliated customer sales $ 69,782 $26,491 -- $96,273
Intersegment sales -- 708 ($708) --
Gross profit 27,410 14,029 66 41,505
Operating profit (loss) (1,391) 2,190 66 865
Nine months ended March 2, 2002
- -------------------------------
Unaffiliated customer sales $ 67,200 $21,716 -- $88,916
Intersegment sales -- 764 ($764) --
Gross profit (loss) 25,678 10,933 (32) 36,579
Operating profit (loss) (1,113) 1,631 (32) 486
E-Z-EM Products
E-Z-EM segment operating losses for the current period increased by $278,000
from the comparable period of the prior year. The operating results for the
comparable period of the prior year were adversely affected by a $1,492,000
charge to operations resulting from the December 2001 closing of a Japanese
facility. During the current period, the Company recorded an additional charge
to operations of $116,000 relating to the closing of this facility. Excluding
the effect of the Japanese facility closing, E-Z-EM segment operating losses
increased by $1,654,000 due to increased operating expenses, partially offset by
increased sales and improved gross profit. Net sales increased 4%, or
$2,582,000, due primarily to increased sales of CT imaging contrast and injector
systems of $3,669,000, partially offset by decreased sales of X-ray fluoroscopy
-18-
products of $1,207,000. Price increases had minimal effect on net sales for the
current period. Gross profit expressed as a percentage of net sales improved to
39% for the current period from 38% for the comparable period of the prior year
due primarily to favorable changes in sales product mix, lower freight costs and
commission revenue of $388,000 earned in the current period. Excluding the
aforementioned facility closing costs, operating expenses increased $3,386,000
due to: i) increased selling and marketing infrastructure and promotional
activities to support the Company's CT injector and virtual colonoscopy
businesses; ii) costs associated with the Company's common stock
recapitalization of $698,000; and iii) increased severance costs of $483,000.
AngioDynamics Products
AngioDynamics segment operating profit improved by $559,000 in the current
period from the comparable period of the prior year due to increased sales and
improved gross profit, partially offset by increased operating expenses. Net
sales increased 22%, or $4,775,000, due primarily to increased sales of dialysis
products of $2,289,000, image-guided vascular access products of $619,000, PTA
dilation catheters of $536,000 and angiographic products of $388,000. Sales of
the ELVSTM endovascular laser venous system contributed to the increase in sales
by $933,000. Price increases had minimal effect on net sales for the current
period. Gross profit expressed as a percentage of net sales improved to 52% for
the current period from 49% for the comparable period of the prior year due
primarily to improved manufacturing efficiencies at the Company's Queensbury
facility, favorable changes in sales product mix, lower freight costs and
decreased provision for inventory reserves of $200,000. The improved
manufacturing efficiencies, resulted, in large part, from increased automation
in the manufacture of angiographic catheters, WorkhorseTM PTA balloon catheters
and biliary stent assembly. Operating expenses increased $2,537,000 due, in
large part, to the continued expansion of the domestic sales force, investment
in new product introductions and increased administrative and research and
development expenses.
Consolidated Results of Operations
- ----------------------------------
For the nine months ended March 1, 2003, the Company reported net earnings of
$527,000, or $.05 per common share on both a basic and diluted basis, compared
to a net loss of $122,000, or ($.01) per common share on both a basic and
diluted basis for the comparable period of last year. Results for the current
period were favorably affected by increased sales and improved gross profit in
both industry segments, partially offset by increased operating expenses in both
industry segments. Results for the current period were adversely affected by an
additional charge of $116,000, or $.01 per basic share, to close a Japanese
facility. Results for the comparable period of the prior year were adversely
affected by a charge of $1,492,000, or $.15 per basic share, to close the
Japanese facility. Excluding the effect of the Japanese facility closing, net
earnings declined by $727,000, or $.07 per basic share.
Net sales of $96,273,000 for the nine months ended March 1, 2003 increased 8%,
or $7,357,000, compared to the nine months ended March 2, 2002 due to increased
sales of AngioDynamics products of $4,775,000 and E-Z-EM products of $2,582,000,
which resulted from the factors previously disclosed in the segment overview.
Price increases had minimal effect on net sales for the current period. Net
sales in international markets, including direct exports from the U.S.,
decreased $110,000, for the current period from the comparable period of last
year due to decreased sales of contract manufacturing products of $497,000,
specialty diagnostic tests of $259,000 and X-ray fluoroscopy products of
$250,000, partially offset by increased sales of CT imaging contrast and
injector systems of $704,000.
Gross profit expressed as a percentage of net sales increased to 43% for the
current period from 41% for the comparable period of the prior year due to
-19-
improved gross profit in both the AngioDynamics and E-Z-EM segments, which
resulted from the factors previously disclosed in the segment overview.
S&A expenses were $35,471,000 for the nine months ended March 1, 2003 compared
to $29,919,000 for the nine months ended March 2, 2002. This increase of
$5,552,000, or 19%, for the current period was due to increased E-Z-EM S&A
expenses of $3,442,000 and increased AngioDynamics S&A expenses of $2,110,000,
which resulted from the factors previously disclosed in the segment overview.
R&D expenditures increased 8% for the current period to $5,053,000, or 5% of net
sales, from $4,682,000, or 5% of net sales, for the comparable prior year
period. This increase was due to increased spending relating to AngioDynamics
projects. Of the R&D expenditures for the current period, approximately 39%
relate to X-ray fluoroscopy and CT imaging projects, 35% to AngioDynamics
projects, 14% to general regulatory costs, 10% to virtual colonoscopy projects
and 2% to all other projects.
Other income, net of other expenses, totaled $516,000 of income for the current
period compared to $430,000 of income for the comparable period of last year.
Increased foreign currency gains of $420,000 were partially offset by decreased
interest income of $153,000, resulting, in large part, from lower interest
rates, increased interest expense of $105,000 and a gain on the sale of an
equity security of $83,000 during the comparable period of the prior year.
For the nine months ended March 1, 2003, the Company's unusually high effective
tax rate of 62% differed from the Federal statutory tax rate of 34% due to
non-deductible expenses, resulting, in large part, from the Company's common
stock recapitalization. For the nine months ended March 2, 2002, the Company's
unusually high effective tax rate of 113% differed from the Federal statutory
tax rate of 34% due primarily to the fact that the Company did not provide for
the tax benefit on losses incurred in certain foreign jurisdictions, since, at
that time, it was more likely than not that such benefits would not be realized,
and non-deductible expenses.
Liquidity and Capital Resources
- -------------------------------
For the nine months ended March 1, 2003, capital expenditures (excluding the
AngioDynamics facility expansion discussed below), an equity investment at cost
and the purchase of treasury stock were funded by cash reserves. The Company's
policy has been to fund capital requirements without incurring significant debt.
However, the Company did elect to externally finance the AngioDynamics facility
expansion. At March 1, 2003, debt (notes payable, current maturities of
long-term debt and long-term debt) was $4,479,000 (including $3,430,000 relating
to the financing of the AngioDynamics facility expansion), as compared to
$1,204,000 at June 1, 2002. The Company has available $2,148,000 under two bank
lines of credit, of which no amounts were outstanding at March 1, 2003.
At March 1, 2003, approximately $16,389,000, or 15%, of the Company's assets
consisted of short-term debt and equity securities and cash and cash
equivalents. The current ratio was 4.71 to 1, with net working capital of
$57,837,000, at March 1, 2003, as compared to a current ratio of 4.66 to 1, with
net working capital of $56,746,000, at June 1, 2002. The Company believes that
its cash reserves as of March 1, 2003, cash generated from operations and
existing lines of credit will provide sufficient liquidity to meet its currently
foreseeable short-term operating requirements.
During fiscal 2003, the Company began the expansion of the AngioDynamics
headquarters and manufacturing facility in Queensbury, New York, and, as of
March 1, 2003, had expended approximately $2,297,000 on this project. The
Company expects this expansion to cost approximately $3,500,000, most of which
will be expended in fiscal 2003. This expansion is being financed principally
with Industrial Revenue Bonds (the "Bonds") issued by the Warren and Washington
-20-
Counties Industrial Development Agency (the "Agency") aggregating $3,500,000.
The proceeds of the Bonds will be advanced, as construction occurs, pursuant to
a Building Loan Agreement by and among the Agency, the Trustee, a second bank
(the "Bank") and the Company. As of March 1, 2003, the advances aggregated
$2,071,000 with the remaining proceeds of $1,429,000 classified as restricted
cash. The Bonds, which bear interest at a variable rate, require quarterly
interest payments and quarterly principal payments ranging from $25,000 to
$65,000 through May 2022. The Company entered into an interest rate swap with
the Bank to convert the variable rate to a fixed interest rate of 4.45% per
annum. The principal payments on the Bonds are secured by a letter of credit
with the Bank.
During July 2002, the Company concluded a program to repurchase 500,000 shares
of its Class A and Class B common stock. In aggregate, the Company repurchased
53,706 shares of Class A common stock and 446,294 shares of Class B common stock
for approximately $3,548,000, of which 847 shares of Class A common stock and
15,505 shares of Class B common stock for approximately $139,000 were
repurchased during the first quarter of fiscal 2003. Effective August 15, 2002,
the Company retired all treasury shares. In March 2003, the Board of Directors
authorized the repurchase of up to 300,000 shares of the Company's common stock
at an aggregate purchase price of up to $3,000,000.
Forward-Looking Statements
- --------------------------
This Form 10-Q contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which are intended to be covered by the safe harbors created
thereby. Words such as "expects", "intends", "anticipates", "plans", "believes",
"seeks", "estimates", or variations of such words and similar expressions are
intended to identify such forward-looking statements. Investors are cautioned
that all forward-looking statements involve risks and uncertainty, including
without limitation, the ability of the Company to develop its products, market
acceptance of virtual colonoscopy as a new imaging procedure, future actions by
the U.S. Food and Drug Administration or other regulatory agencies, results of
pending or future clinical trials, overall economic conditions, general market
conditions, foreign currency exchange rate fluctuations, the effects on pricing
from group purchasing organizations, and competition, including alternative
procedures which continue to replace traditional fluoroscopic procedures.
Although the Company believes 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 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 the Company or any other person
that the objectives and plans of the Company will be achieved.
Critical Accounting Policies
- ----------------------------
The Company's significant accounting policies are summarized in Note A to the
Consolidated Financial Statements included in the Company's fiscal 2002 Annual
Report on Form 10-K. While all these significant accounting policies impact its
financial condition and results of operations, the Company views certain of
these policies as critical. Policies determined to be critical are those
policies that have the most significant impact on the Company's financial
statements and require management to use greater degree of judgment and/or
estimates. Actual results may differ from those estimates.
The Company believes that given current facts and circumstances, it is unlikely
that applying any other reasonable judgments or estimate methodologies would
cause a material effect on the Company's consolidated results of operations,
-21-
financial position or liquidity for the periods presented in this report. The
accounting policies identified as critical are as follows:
Revenue Recognition - The Company recognizes revenues in accordance with
generally accepted accounting principles as outlined in Staff Accounting
Bulletin No. 101, which requires that four basic criteria be met before revenue
can be recognized: (1) persuasive evidence of an arrangement exists; (2) product
delivery, including customer acceptance, has occurred or services have been
rendered; (3) the price is fixed or determinable; and (4) collectibility is
reasonably assured. Decisions relative to criteria (4) regarding collectibility
are based upon management judgments and should conditions change in the future
and cause management to determine this criteria is not met, the Company's
recognized results may be affected. The Company recognizes revenues as products
are shipped, which is when title passes to customers.
Allowance for Doubtful Accounts - The Company performs ongoing credit
evaluations of its customers and adjusts credit limits based upon payment
history and the customer's current credit worthiness, as determined by a review
of their current credit information. The Company continuously monitors agings,
collections and payments from customers and a provision for estimated credit
losses is maintained based upon its historical experience and any specific
customer collection issues that have been identified. While such credit losses
have historically been within the Company's expectations and the provisions
established, the Company cannot guarantee that the same credit loss rates will
be experienced in the future. Concentration risk exists relative to the
Company's accounts receivable, as 26% of the Company's total accounts receivable
balance at March 1, 2003 is concentrated in one distributor. While the accounts
receivable related to this distributor may be significant, the Company does not
believe the credit loss risk to be significant given the consistent payment
history of this distributor.
Income Taxes - In preparing the Company's financial statements, income tax
expense is calculated for each of the jurisdictions in which the Company
operates. This process involves estimating actual current taxes due plus
assessing temporary differences arising from differing treatment for tax and
accounting purposes that are recorded as deferred tax assets and liabilities.
Deferred tax assets are periodically evaluated to determine their recoverability
(based primarily on the Company's ability to generate future taxable income),
and where recovery is unlikely, a valuation allowance is established and a
corresponding additional tax expense is recorded in the Company's statement of
earnings. In the event that actual results differ from the Company's estimates
given changes in assumptions, the provision for income taxes could be materially
impacted.
Inventories - The Company values its inventory at the lower of the actual cost
to purchase and/or manufacture (on the first-in, first-out method) or the
current estimated market value of the inventory. On an ongoing basis, inventory
quantities on hand are reviewed and an analysis of the provision for excess and
obsolete inventory is performed based primarily on product expiration dating and
the Company's estimated sales forecast of product demand, which is based on
sales history and anticipated future demand. The Company's estimates of future
product demand may prove to be inaccurate, in which case the Company may have
understated or overstated the provision required for excess and obsolete
inventory. Therefore, although every effort is made to ensure the accuracy of
the Company's forecasts of future product demand, any significant unanticipated
changes in demand could have a significant impact on the value of the Company's
inventory and reported operating results.
Property, Plant and Equipment - Property, plant and equipment are depreciated
principally using the straight-line method over the estimated useful lives of
the assets. Useful lives are based on management's estimates of the period over
which the asset will generate revenue. Any change in conditions that would cause
-22-
management to change its estimate as to the useful lives of a group or class of
assets may significantly impact the Company's depreciation expense on a
prospective basis.
Effects of Recently Issued Accounting Pronouncements
- ----------------------------------------------------
As of June 2, 2002, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". This statement supercedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of",
while retaining many of the requirements of such statement. The adoption of this
statement has had no effect on the Company's results of operations or financial
position.
As of January 1, 2003, the Company adopted SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 addresses accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(Including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity be
recognized and measured initially at fair value when the liability is incurred.
The adoption of this statement has had no effect on the Company's results of
operations or financial position.
In December 2002, the Financial Accounting Standards Board ("FASB")issued SFAS
No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure,
an amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The provisions of SFAS No. 148 are effective for fiscal years ending
after December 15, 2002 and the interim disclosure provisions are effective for
interim periods beginning after December 15, 2002. The Company currently plans
to continue to apply the intrinsic-value based method to account for stock
options and will comply with the new disclosure requirements beginning with its
fiscal year ending May 31, 2003.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Company is exposed to market risk from changes in foreign currency exchange
rates and, to a much lesser extent, interest rates on investments and financing,
which could impact results of operations and financial position. While the
Company entered into an interest rate swap with a bank to limit its exposure to
interest rate change market risk on its variable interest rate financing, it
does not currently engage in any other hedging or other market risk management
tools. There have been no material changes with respect to market risk
previously disclosed in the fiscal 2002 Annual Report on Form 10-K.
Foreign Currency Exchange Rate Risk
- -----------------------------------
The financial reporting of the Company's international subsidiaries is
denominated in currencies other than the U.S. dollar. Since the functional
currency of the Company's international subsidiaries is the local currency,
foreign currency translation adjustments are accumulated as a component of
accumulated other comprehensive loss in stockholders' equity. Assuming a
hypothetical aggregate change in the exchange rates of foreign currencies versus
the U.S. dollar of 10% at March 1, 2003, the Company's assets and liabilities
-23-
would increase or decrease by $2,416,000 and $557,000, respectively, and the
Company's net sales and net earnings would increase or decrease by $2,245,000
and $83,000, respectively, on an annual basis.
The Company also maintains intercompany balances and loans receivable with
subsidiaries with different local currencies. These amounts are at risk of
foreign exchange losses if exchange rates fluctuate. Assuming a hypothetical
aggregate change in the exchange rates of foreign currencies versus the U.S.
dollar of 10% at March 1, 2003, net earnings would be favorably or unfavorably
impacted by approximately $538,000 on an annual basis.
Interest Rate Risk
- ------------------
The Company is exposed to interest rate change market risk with respect to its
investments in tax-free municipal bonds in the amount of $11,360,000. The bonds
bear interest at a floating rate established weekly. For the nine months ended
March 1, 2003, the after-tax interest rate on the bonds approximated 1.4%. Each
100 basis point (1%) fluctuation in interest rates will increase or decrease
interest income on the bonds by approximately $114,000 on an annual basis.
As the Company's principal amount of fixed interest rate financing approximated
$1,049,000 at March 1, 2003, a change in interest rates would not materially
impact results of operations or financial position. At March 1, 2003, the
Company maintained variable interest rate financing in connection with the
AngioDynamics facility expansion of approximately $3,430,000, and has limited
its exposure to interest rate change market risk by entering into an interest
rate swap agreement with a bank, that converts the variable rate to a fixed
interest rate of 4.45% per annum.
Item 4. Controls and Procedures
-----------------------
Within the 90 days prior to the filing date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information,
relating to the Company (including its consolidated subsidiaries), required to
be included in the Company's periodic Securities and Exchange Commission
filings. No significant changes were made in the Company's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation.
Disclosure controls and procedures are those controls and other procedures that
are designed to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the Company's management, including the Company's principal executive officer
and principal financial officer, as appropriate to allow timely decisions
regarding required disclosure.
-24-
E-Z-EM, Inc. and Subsidiaries
Part II: Other Information
Item 1. Legal Proceedings
-----------------
None.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
On January 1, 2003, the Company issued 1,000 shares of common stock to a
director, George P. Ward. Such shares were issued in consideration for services
rendered as a director and were issued pursuant to Section 4(2) of the
Securities Act of 1933. The basis upon which the exemption is claimed is that
the issued shares were made only to a director of the Company.
Item 3. Defaults Upon Senior Securities
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None.
Item 5. Other Information
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
No. Description Page
- --- ----------- ----
99.1 Certification Pursuant to Title 18, United States Code,
Section 1350 as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Anthony A. Lombardo) 29
99.2 Certification Pursuant to Title 18, United States Code,
Section 1350 as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Dennis J. Curtin) 30
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the quarter ended March 1, 2003.
-25-
SIGNATURES
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 thereunto duly authorized.
E-Z-EM, Inc.
-----------------------------------
(Registrant)
Date April 15, 2003 /s/ Anthony A. Lombardo
-------------- -----------------------------------
Anthony A. Lombardo, President,
Chief Executive Officer and Director
Date April 15, 2003 /s/ Dennis J. Curtin
-------------- -----------------------------------
Dennis J. Curtin, Senior Vice
President - Chief Financial Officer
(Principal Financial and Chief
Accounting Officer)
-26-
CERTIFICATIONS
- --------------
I, Anthony A. Lombardo, certify that:
1. I have reviewed this quarterly report on Form 10-Q of E-Z-EM, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date April 15, 2003
--------------
/s/ Anthony A. Lombardo
-------------------------------------
Anthony A. Lombardo, President,
Chief Executive Officer and Director
-27-
CERTIFICATIONS
- --------------
I, Dennis J. Curtin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of E-Z-EM, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date April 15, 2003
--------------
/s/ Dennis J. Curtin
------------------------------------
Dennis J. Curtin, Senior Vice
President - Chief Financial Officer
-28-