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 August 31, 2002
---------------
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.)
717 Main Street, Westbury, New York 11590
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(516) 333-8230
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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 |_|
As of October 8, 2002, there were 4,001,341 shares of the issuer's Class A
common stock outstanding and 5,990,974 shares of the issuer's Class B common
stock outstanding.
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E-Z-EM, Inc. and Subsidiaries
INDEX
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Part 1: Financial Information Page
------- --------------------- ----
Item 1. Financial Statements
Consolidated Balance Sheets - August 31, 2002 and
June 1, 2002 3 - 4
Consolidated Statements of Operations - thirteen weeks
ended August 31, 2002 and September 1, 2001 5
Consolidated Statement of Stockholders' Equity and
Comprehensive Loss - thirteen weeks ended
August 31, 2002 6
Consolidated Statements of Cash Flows - thirteen weeks
ended August 31, 2002 and September 1, 2001 7 - 8
Notes to Consolidated Financial Statements 9 - 13
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14 - 18
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 18 - 19
Item 4. Controls and Procedures 19
Part II: Other Information
-------- -----------------
Item 1. Legal Proceedings 20
Item 2. Changes in Securities and Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Submission Of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits and Reports on Form 8-K 20
-2-
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands)
August 31, June 1,
ASSETS 2002 2002
-------- --------
(unaudited) (audited)
CURRENT ASSETS
Cash and cash equivalents $ 6,356 $ 8,019
Debt and equity securities 13,316 16,045
Accounts receivable, principally
trade, net 18,003 17,721
Inventories 26,874 26,251
Other current assets 4,588 4,218
-------- --------
Total current assets 69,137 72,254
PROPERTY, PLANT AND EQUIPMENT - AT COST,
less accumulated depreciation and
amortization 19,233 19,187
GOODWILL, less accumulated amortization 370 377
INTANGIBLE ASSETS, less accumulated
amortization 1,493 1,557
DEBT AND EQUITY SECURITIES 1,052 1,984
INVESTMENTS AT COST 900 600
OTHER ASSETS 6,704 6,322
-------- --------
$ 98,889 $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)
August 31, June 1,
LIABILITIES AND STOCKHOLDERS' EQUITY 2002 2002
--------- ---------
(unaudited) (audited)
CURRENT LIABILITIES
Notes payable $ 711 $ 698
Current maturities of long-term debt 202 179
Accounts payable 6,868 6,841
Accrued liabilities 6,129 7,292
Accrued income taxes 115 498
--------- ---------
Total current liabilities 14,025 15,508
LONG-TERM DEBT, less current maturities 320 327
OTHER NONCURRENT LIABILITIES 2,994 2,924
--------- ---------
Total liabilities 17,339 18,759
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, par value $.10 per
share - authorized, 1,000,000 shares;
issued, none
Common stock
Class A (voting), par value $.10 per
share - authorized, 6,000,000 shares;
issued and outstanding 4,001,341 shares
at August 31, 2002 and 4,002,188 shares
at June 1, 2002 (excluding 52,859 shares
held in treasury at June 1, 2002) 400 400
Class B (non-voting), par value $.10 per
share - authorized, 10,000,000 shares;
issued and outstanding 5,990,974 shares
at August 31, 2002 and 5,983,517 shares
at June 1, 2002 (excluding 430,789 shares
held in treasury at June 1, 2002) 599 598
Additional paid-in capital 21,057 21,062
Retained earnings 62,982 63,723
Accumulated other comprehensive loss (3,488) (2,261)
--------- ---------
Total stockholders' equity 81,550 83,522
--------- ---------
$ 98,889 $ 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
-------------------------
August 31, September 1,
2002 2001
-------- --------
Net sales $ 30,280 $ 27,641
Cost of goods sold 17,783 16,971
-------- --------
Gross profit 12,497 10,670
-------- --------
Operating expenses
Selling and administrative 12,027 9,465
Research and development 1,589 1,481
-------- --------
Total operating expenses 13,616 10,946
-------- --------
Operating loss (1,119) (276)
Other income (expense)
Interest income 70 152
Interest expense (69) (70)
Other, net 316 120
-------- --------
Loss before income taxes (802) (74)
Income tax provision (benefit) (61) 38
-------- --------
NET LOSS $ (741) $ (112)
======== ========
Loss per common share
Basic and diluted $ (.07) $ (.01)
======== ========
Weighted average common shares
Basic and diluted 9,994 9,853
======== ========
The accompanying notes are an integral part of these statements.
-5-
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE LOSS
Thirteen weeks ended August 31, 2002
(unaudited)
(in thousands, except share data)
Class A Class B Accumulated
common stock common stock Additional other Compre-
----------------- ----------------- paid-in Retained comprehensive hensive
Shares Amount Shares Amount capital earnings loss Total loss
--------- ------ --------- ------ ---------- -------- ------------- ------- -------
Balance at June 1, 2002 4,002,188 $400 5,983,517 $598 $21,062 $63,723 $(2,261) $83,522
Exercise of stock options 22,962 2 99 101
Income tax benefits on
stock options exercised 33 33
Compensation related to
stock option plans 1 1
Purchase of treasury stock (847) (15,505) (1) (138) (139)
Net loss (741) (741) $ (741)
Unrealized holding loss on debt
and equity securities (851) (851) (851)
Foreign currency translation
adjustments (376) (376) (376)
--------- ---- --------- ---- ------- ------- ------- -------- -------
Comprehensive loss $(1,968)
=======
Balance at August 31, 2002 4,001,341 $400 5,990,974 $599 $21,057 $62,982 $(3,488) $81,550
========= ==== ========= ==== ======= ======= ======= =======
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)
Thirteen weeks ended
------------------------
August 31, September 1,
2002 2001
-------- --------
Cash flows from operating activities:
Net loss $ (741) $ (112)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Depreciation and amortization 781 707
Provision for (reduction in) doubtful
accounts 122 (28)
Deferred income tax provision 4 2
Other non-cash items 1 2
Changes in operating assets and
liabilities
Accounts receivable (404) 3,087
Inventories (623) (1,174)
Other current assets (370) 1,516
Other assets (308) (152)
Accounts payable 27 569
Accrued liabilities (1,163) (676)
Accrued income taxes (354) 25
Other noncurrent liabilities 69 50
-------- --------
Net cash provided by (used in)
operating activities (2,959) 3,816
-------- --------
Cash flows from investing activities:
Additions to property, plant and
equipment, net (834) (762)
Investments at cost (300) (600)
Available-for-sale securities
Purchases (32,467) (26,240)
Proceeds from sale 35,196 26,127
-------- --------
Net cash provided by (used in)
investing activities 1,595 (1,475)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of debt 31 147
Repayments of debt (56) (75)
Proceeds from exercise of stock options 101
Purchase of treasury stock (139) (27)
-------- --------
Net cash provided by (used in)
financing activities (63) 45
-------- --------
-7-
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(unaudited)
(in thousands)
Thirteen weeks ended
------------------------
August 31, September 1,
2002 2001
------- -------
Effect of exchange rate changes on
cash and cash equivalents $ (236) $ (7)
------- -------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (1,663) 2,379
Cash and cash equivalents
Beginning of period 8,019 4,391
------- -------
End of period $ 6,356 $ 6,770
======= =======
Supplemental disclosures of cash flow information:
Cash paid (refunded) during the period for:
Interest $ 15 $ 22
======= =======
Income taxes paid (refunded) (net of
payments of $224 in 2001) $ 664 $ (591)
======= =======
The accompanying notes are an integral part of these statements.
-8-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2002 and September 1, 2001
(unaudited)
NOTE A - CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of August 31, 2002, the consolidated statement
of stockholders' equity and comprehensive loss for the period ended August 31,
2002, and the consolidated statements of operations and cash flows for the
periods ended August 31, 2002 and September 1, 2001, 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 loss, results of operations and cash flows at August
31, 2002 (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 August 31, 2002 and September 1, 2001 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. 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 thirteen weeks ended August 31, 2002 and September
1, 2001, as their effects were anti-dilutive.
Excluded from the calculation of earnings per common share, are options to
purchase 1,395,780 and 1,540,010 shares of common stock at August 31, 2002 and
September 1, 2001, respectively, as their inclusion would be anti-dilutive. The
range of exercise prices on the excluded options was $3.66 to $12.49 per share
at August 31, 2002 and September 1, 2001.
-9-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
August 31, 2002 and September 1, 2001
(unaudited)
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 had no effect on the Company's results of operations or financial
position.
In June 2002, the Financial Accounting Standards Board issued 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. SFAS No. 146 is effective for exit or disposal activities that are
initiated after December 31, 2002, with early application encouraged. The
adoption of this statement is not expected to have a material impact on the
Company's results of operations or financial position.
NOTE D - COMPREHENSIVE LOSS
The components of comprehensive loss, net of related tax, are as follows:
Thirteen weeks ended
------------------------
August 31, September 1,
2002 2001
---- ----
(in thousands)
Net loss $ (741) $(112)
Unrealized holding loss on debt
and equity securities (851) (445)
Foreign currency translation
adjustments (376) (65)
------- -----
Comprehensive loss $(1,968) $(622)
======= =====
The components of accumulated other comprehensive loss, net of related tax, are
as follows:
August 31, June 1,
2002 2002
------- -------
(in thousands)
Unrealized holding gain (loss) on debt
and equity securities $ (33) $ 818
Cumulative translation adjustments (3,455) (3,079)
------- -------
Accumulated other comprehensive loss $(3,488) $(2,261)
======= =======
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E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
August 31, 2002 and September 1, 2001
(unaudited)
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.
NOTE F - INVENTORIES
Inventories consist of the following:
August 31, June 1,
2002 2002
------- -------
(in thousands)
Finished goods $14,103 $13,939
Work in process 2,119 2,237
Raw materials 10,652 10,075
------- -------
$26,874 $26,251
======= =======
-11-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
August 31, 2002 and September 1, 2001
(unaudited)
NOTE G - COMMON STOCK
Under the 1983 and 1984 Stock Option Plans, options for 22,962 shares were
exercised at prices ranging from $3.89 to $5.63 per share, options for 3,253
shares were forfeited at prices ranging from $4.22 to $5.63 per share, and no
options were granted or expired during the thirteen weeks ended August 31, 2002.
Under the 1997 AngioDynamics Stock Option Plan, options for 1.14 shares were
forfeited at $40,000 per share, and no options were granted, exercised or
expired during the thirteen weeks ended August 31, 2002.
During the thirteen weeks ended August 31, 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 thirteen weeks ended August
31, 2002. Effective August 15, 2002, the Company retired all treasury shares.
On July 25, 2002, the Board of Directors approved a previously announced plan to
combine the Company's two currently outstanding classes of common stock - Class
A and Class B - into a single class of common stock. The Company will submit the
proposed transaction to a vote of its stockholders at the Company's Annual
Meeting of Stockholders currently scheduled for October 15, 2002. The Company
expects the proposed transaction to be tax-free to the Company and the holders
of the Company's Class A and Class B shares.
NOTE H - SUBSEQUENT EVENT
Subsequent to August 31, 2002, the Company closed on the financing for a
facility expansion. This expansion will be principally financed with Industrial
Revenue Development Bonds aggregating $3,500,000.
NOTE I - 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
products used in the interventional radiology marketplace.
-12-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
August 31, 2002 and September 1, 2001
(unaudited)
NOTE I - OPERATING SEGMENTS (continued)
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
--------------------------
August 31, September 1,
2002 2001
---- ----
(in thousands)
Net sales to external customers
E-Z-EM products $ 22,183 $ 21,067
AngioDynamics products 8,097 6,574
--------- ---------
Total net sales to external customers $ 30,280 $ 27,641
========= =========
Intersegment net sales
AngioDynamics products $ 231 $ 169
--------- ---------
Total intersegment net sales $ 231 $ 169
========= =========
Operating profit (loss)
E-Z-EM products $ (1,675) $ (478)
AngioDynamics products 560 205
Eliminations (4) (3)
--------- ---------
Total operating loss $ (1,119) $ (276)
========= =========
Net earnings (loss) (1)
E-Z-EM products $ (1,069) $ (82)
AngioDynamics products 332 (27)
Eliminations (4) (3)
--------- ---------
Total net loss $ (741) $ (112)
========= =========
August 31, June 1,
2002 2002
---- ----
(in thousands)
Assets
E-Z-EM products $ 107,410 $ 110,421
AngioDynamics products 19,671 20,046
Eliminations (28,192) (28,186)
--------- ---------
Total assets $ 98,889 $ 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 weeks ended
September 1, 2001, interest charges on such loans were $216,000.
-13-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
Quarters ended August 31, 2002 and September 1, 2001
----------------------------------------------------
The Company's quarters ended August 31, 2002 and September 1, 2001 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 August 31, 2002
-----------------------------
Unaffiliated customer sales $22,183 $8,097 - $30,280
Intersegment sales - 231 ($231) --
Gross profit (loss) 8,333 4,168 (4) 12,497
Operating profit (loss) (1,675) 560 (4) (1,119)
Quarter ended September 1, 2001
-------------------------------
Unaffiliated customer sales $21,067 $6,574 - $27,641
Intersegment sales - 169 ($169) --
Gross profit (loss) 7,492 3,181 (3) 10,670
Operating profit (loss) (478) 205 (3) (276)
E-Z-EM Products
E-Z-EM segment operating losses for the current quarter increased by $1,197,000
due to increased operating expenses, partially offset by increased sales and
improved gross profit. Net sales increased 5%, or $1,116,000, due primarily to
increased sales of CT imaging contrast and injector systems of $1,222,000 and
contract manufacturing products of $561,000, partially offset by decreased sales
of X-ray fluoroscopy products of $882,000. Price increases had little effect on
net sales for the current quarter. Gross profit, expressed as a percentage of
net sales, improved to 38% for the current quarter, from 36% for the comparable
quarter of the prior year, due primarily to increased production throughput at
the Company's Westbury facility. Increased operating expenses of $2,038,000 can
be attributed, in large part, 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
planned common stock recapitalization of $582,000; and iii) increased severance
costs of $329,000.
AngioDynamics Products
AngioDynamics segment operating profit improved by $355,000 in the current
quarter due to increased sales and improved gross profit, partially offset by
-14-
increased operating expenses. Net sales increased 23%, or $1,523,000, due
primarily to increased sales of dialysis products of $834,000, PTA dilation
catheters of $221,000, image-guided vascular access products of $198,000,
angiographic products of $116,000 and thrombolytic products of $110,000. Price
increases had little 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
favorable changes in sales product mix and improved manufacturing efficiencies
at the Company's Queensbury, New York facility, resulting, in large part, from
increased automation in the manufacture of angiographic catheters. Operating
expenses increased $632,000 due, in large part, to the continued expansion of
the domestic sales force, investment in new product introductions and increased
research and development expenses.
Consolidated Results of Operations
----------------------------------
For the quarter ended August 31, 2002, the Company reported a net loss of
$741,000, or ($.07) per common share on both a basic and diluted basis, as
compared to a net loss of $112,000, or ($.01) per common share on both 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
segments, partially offset by increased sales and improved gross profit in both
segments.
Net sales for the quarter ended August 31, 2002 increased 10%, or $2,639,000, as
compared to the quarter ended September 1, 2001, due to increased sales of
AngioDynamics products of $1,523,000 and E-Z-EM products of $1,116,000, which
resulted from the factors previously disclosed in the segment overview. Price
increases had little effect on net sales for the current quarter. Net sales in
international markets, including direct exports from the U.S., increased 17%, or
$1,264,000, for the current quarter from the comparable period of last year due,
in large part, to increased sales of contract manufacturing products of $561,000
and CT imaging contrast and injector systems of $366,000.
Gross profit, expressed as a percentage of net sales, increased to 41% for the
current quarter from 39% for the comparable quarter of the prior year due to
improved gross profit in both the AngioDynamics and E-Z-EM segments, which
resulted from the factors previously disclosed in the segment overview.
Selling and administrative ("S&A") expenses were $12,027,000 for the quarter
ended August 31, 2002 compared to $9,465,000 for the quarter ended September 1,
2001. This increase of $2,562,000, or 27%, for the current quarter was due to
increased E-Z-EM S&A expenses of $2,153,000 and increased AngioDynamics S&A
expenses of $409,000. Increased E-Z-EM S&A expenses can be attributed, in large
part, 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 planned common stock
recapitalization of $582,000; and iii) increased severance costs of $329,000.
Increased AngioDynamics S&A expenses resulted, in large part, from the continued
expansion of its domestic sales force and investment in new product
introductions.
Research and development ("R&D") expenditures increased 7% for the current
quarter to $1,589,000, or 5% of net sales, from $1,481,000, or 5% of net sales,
for the comparable quarter of the prior year due primarily to increased spending
relating to AngioDynamics projects of $223,000, partially offset by reduced
spending relating to X-ray fluoroscopy and CT imaging projects of $123,000. Of
the R&D expenditures for the current quarter, approximately 37% relate to X-ray
fluoroscopy and CT imaging projects, 36% to AngioDynamics projects, 16% to
general regulatory costs, 10% to virtual colonoscopy projects and 1% to
specialty diagnostic projects. R&D expenditures are expected to continue at
approximately current levels.
-15-
Other income, net of other expenses, totaled $317,000 of income for the current
quarter compared to $202,000 of income for the comparable period of last year.
This increase was due primarily to an increase in foreign currency exchange
gains of $194,000, partially offset by decreased interest income of $82,000
resulting, in large part, from lower interest rates.
For the quarter ended August 31, 2002, the Company's unusually low effective tax
benefit rate of 8% differed from the Federal statutory tax rate of 34% due to
non-deductible expenses, primarily related to the Company's planned common stock
recapitalization. For the quarter ended September 1, 2001, the Company reported
an income tax provision of $38,000 against a loss before income taxes of $74,000
due primarily to non-deductible expenses.
Liquidity and Capital Resources
-------------------------------
For the quarter ended August 31, 2002, capital expenditures 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. At August 31,
2002, debt (notes payable, current maturities of long-term debt and long-term
debt) was $1,233,000 as compared to $1,204,000 at June 1, 2002. The Company has
available $1,283,000 under a bank line of credit of which no amounts were
outstanding at August 31, 2002.
At August 31, 2002, approximately $19,672,000, or 20%, of the Company's assets
consisted of short-term debt and equity securities and cash and cash
equivalents. The current ratio was 4.93 to 1, with net working capital of
$55,112,000, at August 31, 2002, as compared to a current ratio of 4.66 to 1,
with net working capital of $56,746,000, at June 1, 2002.
During the quarter ended August 31, 2002, the Company began the expansion of the
AngioDynamics headquarters and manufacturing facility in Queensbury, New York,
and, to date, has expended approximately $163,000 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 Development Bonds aggregating $3,500,000.
During the quarter ended August 31, 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 quarter ended August 31, 2002. Effective
August 15, 2002, the Company retired all treasury shares.
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, 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
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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,
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 28% of the Company's total accounts receivable
balance at August 31, 2002 is concentrated in two distributors. While the
accounts receivable related to these distributors may be significant, the
Company does not believe the credit loss risk to be significant given the
consistent payment history of these distributors.
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
-17-
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
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 had no effect on the Company's results of operations or financial
position.
In June 2002, the Financial Accounting Standards Board issued 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. SFAS No. 146 is effective for exit or disposal activities that are
initiated after December 31, 2002, with early application encouraged. The
adoption of this statement is not expected to have a material impact on the
Company's results of operations or financial position.
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. The Company
does not currently engage in 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.
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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 foreign currencies versus the U.S. dollar
exchange rates of 10% at August 31, 2002, the Company's assets and liabilities
would increase or decrease by $2,304,000 and $509,000, respectively, and the
Company's net sales and net losses would increase or decrease by $2,144,000 and
$40,000, 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 foreign currencies versus the U.S. dollar exchange rates
of 10% at August 31, 2002, results of operations would be favorably or
unfavorably impacted by approximately $515,000 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 $13,280,000. The bonds
bear interest at a floating rate established weekly. For the quarter ended
August 31, 2002, the after-tax interest rate on the bonds approximated 1.3%.
Each 100 basis point (1%) fluctuation in interest rates will increase or
decrease interest income on the bonds by approximately $133,000 on an annual
basis.
As the Company's principal amount of fixed interest rate financing approximated
$1,233,000 at August 31, 2002, a change in interest rates would not materially
impact results of operations or financial position. At August 31, 2002, the
Company did not maintain any variable interest rate financing.
Item 4. Controls and Procedures
-----------------------
Within the 90 days prior to the 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.
-19-
E-Z-EM, Inc. and Subsidiaries
Part II: Other Information
Item 1. Legal Proceedings
-----------------
None.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
None.
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
--- ----------- ----
10 Employee Stock Purchase Plan, as amended through September 30, 2002 24
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) 27
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) 28
(b) Reports on Form 8-K
-------------------
The following reports on Form 8-K were filed during the quarter ended August 31,
2002:
On July 10, 2002, the Company filed a Form 8-K reporting information under "Item
5. Other Events" and "Item 7. Financial Statements and Exhibits" announcing a
plan to combine its outstanding shares of Class A common stock and Class B
common stock into a single class of common stock.
On July 25, 2002, the Company filed a Form 8-K reporting information under "Item
5. Other Events" and "Item 7. Financial Statements and Exhibits" announcing that
its board of directors approved a previously announced plan to combine its
outstanding shares of Class A common stock and Class B common stock into a
single class of common stock.
-20-
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 October 15, 2002 /s/ Anthony A. Lombardo
---------------- ------------------------------------
Anthony A. Lombardo, President,
Chief Executive Officer and Director
Date October 15, 2002 /s/ Dennis J. Curtin
---------------- ------------------------------------
Dennis J. Curtin, Senior Vice
President - Chief Financial Officer
(Principal Financial and Chief
Accounting Officer)
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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 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
functions):
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 October 15, 2002
----------------
/s/ Anthony A. Lombardo
-----------------------------------
Anthony A. Lombardo, President,
Chief Executive Officer, Director
-22-
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 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
functions):
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 October 15, 2002
----------------
/s/ Dennis J. Curtin
-----------------------------------
Dennis J. Curtin, Senior Vice
President - Chief Financial Officer
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