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 November 30, 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.)
1111 Marcus Avenue, Lake Success, New York 11042
------------------------------------------ ----------
(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 |_|
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 January 9, 2003, there were 10,081,260 shares of the issuer's common stock
outstanding.
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E-Z-EM, Inc. and Subsidiaries
INDEX
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Part I: Financial Information Page
------- --------------------- ----
Item 1. Financial Statements
Consolidated Balance Sheets - November 30, 2002 and
June 1, 2002 3 - 4
Consolidated Statements of Operations - thirteen and twenty-
six weeks ended November 30, 2002 and December 1, 2001 5
Consolidated Statement of Stockholders' Equity and
Comprehensive Loss - twenty-six weeks ended
November 30, 2002 6
Consolidated Statements of Cash Flows - twenty-six weeks
ended November 30, 2002 and December 1, 2001 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 - 26
Item 5. Other Information 26
Item 6. Exhibits and Reports on Form 8-K 26 - 27
-2-
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands)
November 30, June 1,
ASSETS 2002 2002
------ ------
(unaudited) (audited)
CURRENT ASSETS
Cash and cash equivalents $ 5,347 $ 8,019
Restricted cash 2,447
Debt and equity securities 11,332 16,045
Accounts receivable, principally
trade, net 21,720 17,721
Inventories 27,928 26,251
Other current assets 4,542 4,218
-------- --------
Total current assets 73,316 72,254
PROPERTY, PLANT AND EQUIPMENT - AT COST,
less accumulated depreciation and
amortization 20,588 19,187
GOODWILL, less accumulated amortization 368 377
INTANGIBLE ASSETS, less accumulated
amortization 1,430 1,557
DEBT AND EQUITY SECURITIES 1,197 1,984
INVESTMENTS AT COST 900 600
OTHER ASSETS 6,803 6,322
-------- --------
$104,602 $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)
November 30, June 1,
LIABILITIES AND STOCKHOLDERS' EQUITY 2002 2002
------ ------
(unaudited) (audited)
CURRENT LIABILITIES
Notes payable $ 657 $ 698
Current maturities of long-term debt 337 179
Accounts payable 6,681 6,841
Accrued liabilities 7,316 7,292
Accrued income taxes 272 498
--------- ---------
Total current liabilities 15,263 15,508
LONG-TERM DEBT, less current maturities 3,591 327
OTHER NONCURRENT LIABILITIES 3,013 2,924
--------- ---------
Total liabilities 21,867 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 10,068,917 shares at
November 30, 2002 and 9,985,705 shares
at June 1, 2002 (excluding 483,648 shares
held in treasury at June 1, 2002) 1,007 998
Additional paid-in capital 21,461 21,062
Retained earnings 63,970 63,723
Accumulated other comprehensive loss (3,703) (2,261)
--------- ---------
Total stockholders' equity 82,735 83,522
--------- ---------
$ 104,602 $ 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 Twenty-six weeks ended
-------------------------- --------------------------
November 30, December 1, November 30, December 1,
2002 2001 2002 2001
-------- -------- -------- --------
Net sales $ 32,900 $ 30,629 $ 63,180 $ 58,270
Cost of goods sold 17,828 17,575 35,611 34,546
-------- -------- -------- --------
Gross profit 15,072 13,054 27,569 23,724
-------- -------- -------- --------
Operating expenses
Selling and administrative 11,789 10,789 23,816 20,254
Asset impairment and facility
closing costs 116 1,532 116 1,532
Research and development 1,658 1,659 3,247 3,140
-------- -------- -------- --------
Total operating expenses 13,563 13,980 27,179 24,926
-------- -------- -------- --------
Operating profit (loss) 1,509 (926) 390 (1,202)
Other income (expense)
Interest income 65 119 135 271
Interest expense (118) (65) (187) (135)
Other, net 150 81 466 201
-------- -------- -------- --------
Earnings (loss) before
income taxes 1,606 (791) 804 (865)
Income tax provision 618 376 557 414
-------- -------- -------- --------
NET EARNINGS (LOSS) $ 988 $ (1,167) $ 247 $ (1,279)
======== ======== ======== ========
Earnings (loss) per common share
Basic $ .10 $ (.12) $ .02 $ (.13)
======== ======== ======== ========
Diluted $ .09 $ (.12) $ .02 $ (.13)
======== ======== ======== ========
Weighted average common shares
Basic 10,017 9,839 10,005 9,846
======== ======== ======== ========
Diluted 10,406 9,839 10,403 9,846
======== ======== ======== ========
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
Twenty-six weeks ended November 30, 2002
(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 loss
---------- ------- --------- ------ ---------- -------- ------------- -------- -------
Balance at June 1, 2002 9,985,705 $998 $21,062 $63,723 $(2,261) $83,522
Exercise of stock options 22,962 2 68,602 7 386 395
Income tax benefits on
stock options exercised 87 87
Compensation related to
stock option plans 3 3
Issuance of stock 8,000 1 61 62
Purchase of treasury stock (16,352) (1) (138) (139)
Common stock recapitalization (9,992,315) (999) 9,992,315 999
Net earnings 247 247 $ 247
Unrealized holding loss on
debt and equity securities (758) (758) (758)
Decrease in fair market value
on interest rate swap (172) (172) (172)
Foreign currency translation
adjustments (512) (512) (512)
---------- ---- ---------- ----- ------ ------ ----- ------ -------
Comprehensive loss $(1,195)
=======
Balance at November 30, 2002 -- $ -- 10,068,917 $1,007 $21,461 $63,970 $(3,703) $82,735
========== ==== ========== ====== ======= ======= ======= =======
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)
Twenty-six weeks ended
---------------------------
November 30, December 1,
2002 2001
-------- --------
Cash flows from operating activities:
Net earnings (loss) $ 247 $ (1,279)
Adjustments to reconcile net earnings
(loss) to net cash provided by (used in)
operating activities
Depreciation and amortization 1,599 1,420
Impairment of long-lived assets 116 1,356
Provision for (reduction in) doubtful
accounts 164 (2)
Deferred income tax provision 3 1
Other non-cash items 65 49
Changes in operating assets and
liabilities
Accounts receivable (4,163) 2,684
Inventories (1,677) (2,391)
Other current assets (223) 2,154
Other assets (480) (289)
Accounts payable (160) 2,350
Accrued liabilities (249) (910)
Accrued income taxes (142) (11)
Other noncurrent liabilities 119 100
-------- --------
Net cash provided by (used in)
operating activities (4,781) 5,232
-------- --------
Cash flows from investing activities:
Additions to property, plant and
equipment, net (3,110) (1,365)
Restricted cash for use in investing activities (2,447)
Purchase of intangible assets (300)
Investments at cost (300) (600)
Available-for-sale securities
Purchases (62,247) (47,458)
Proceeds from sale 66,960 44,696
-------- --------
Net cash used in investing activities (1,144) (5,027)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of debt 3,531 147
Repayments of debt (167) (153)
Proceeds from exercise of stock options 395 4
Purchase of treasury stock (139) (266)
-------- --------
Net cash provided by (used in) financing
activities 3,620 (268)
-------- --------
-7-
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(unaudited)
(in thousands)
Twenty-six weeks ended
-------------------------
November 30, December 1,
2002 2001
------- -------
Effect of exchange rate changes on
cash and cash equivalents $ (367) $ (243)
------- -------
DECREASE IN CASH AND CASH
EQUIVALENTS (2,672) (306)
Cash and cash equivalents
Beginning of period 8,019 4,391
------- -------
End of period $ 5,347 $ 4,085
======= =======
Supplemental disclosures of cash flow information:
Cash paid (refunded) during the period for:
Interest $ 81 $ 40
======= =======
Income taxes paid (refunded) (net of payments
of $404 in 2001) $ 943 $ (411)
======= =======
The accompanying notes are an integral part of these statements.
-8-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2002 and December 1, 2001
(unaudited)
NOTE A - CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of November 30, 2002, the consolidated
statement of stockholders' equity and comprehensive loss for the period
ended November 30, 2002, and the consolidated statements of operations and
cash flows for the periods ended November 30, 2002 and December 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 November 30, 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 November 30, 2002 and
December 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.
("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 thirteen and twenty-six weeks
ended December 1, 2001, as their effects were anti-dilutive.
The following table sets forth the reconciliation of the weighted average
number of common shares:
Thirteen weeks ended Twenty-six weeks ended
------------------------- -------------------------
November 30, December 1, November 30, December 1,
2002 2001 2002 2001
------ ------ ------ ------
(in thousands)
Basic 10,017 9,839 10,005 9,846
Effect of dilutive
securities (stock
options) 389 398
------ ------ ------ ------
Diluted 10,406 9,839 10,403 9,846
====== ====== ====== ======
-9-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
November 30, 2002 and December 1, 2001
(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 twenty-six
weeks ended November 30, 2002 and options to purchase 1,556,935 shares of
common stock for the thirteen and twenty-six weeks ended December 1, 2001,
as their inclusion would be anti-dilutive. The range of exercise prices on
the excluded options was $8.50 to $12.49 per share at November 30, 2002 and
$3.66 to $12.49 per share at December 1, 2001.
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.
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.
-10-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2002 and December 1, 2001
(unaudited)
NOTE D - COMPREHENSIVE LOSS
The components of comprehensive loss, net of related tax, are as follows:
Twenty-six weeks ended
----------------------------
November 30, December 1,
2002 2001
-------- --------
(in thousands)
Net earnings (loss) $ 247 $ (1,279)
Unrealized holding gain (loss) on
debt and equity securities (758) 170
Decrease in fair market value on interest
rate swap (172)
Foreign currency translation
adjustments (512) (298)
-------- --------
Comprehensive loss $ (1,195) $ (1,407)
======== ========
The components of accumulated other comprehensive loss, net of related tax,
are as follows:
November 30, June 1,
2002 2002
-------- --------
(in thousands)
Unrealized holding gain on debt and
equity securities $ 60 $ 818
Decrease in fair market value on interest
rate swap (172)
Cumulative translation adjustments (3,591) (3,079)
-------- --------
Accumulated other comprehensive loss $ (3,703) $ (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. During 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
November 30, 2002 and December 1, 2001
(unaudited)
NOTE F - ASSET IMPAIRMENT CHARGES
During the twenty-six 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,
consisting of i) a $1,306,000 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 $128,000, iii)
refurbishing costs of $66,000, relating to a leased warehousing facility,
and iv) a provision for inventory reserves of $32,000. 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:
November 30, June 1,
2002 2002
-------- --------
(in thousands)
Finished goods $ 14,722 $ 13,939
Work in process 1,689 2,237
Raw materials 11,517 10,075
-------- --------
$ 27,928 $ 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
November 30, 2002, the advances aggregated $1,053,000 with the remaining
proceeds of $2,447,000 classified as restricted cash. The Bonds, which bear
interest at a variable rate (1.45% per annum at November 30, 2002), require
quarterly interest payments and quarterly principal payments ranging from
$25,000 to $65,000 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
-12-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2002 and December 1, 2001
(unaudited)
NOTE H - LONG-TERM DEBT (continued)
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 $273,000 has been
recorded as a component of accrued liabilities, and accumulated other
comprehensive loss has been increased by $172,000, 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)
November 30, 2002 and December 1, 2001
(unaudited)
NOTE I - COMMON STOCK
Under the 1983 and 1984 Stock Option Plans, options for 91,564 shares were
exercised at prices ranges from $3.66 to $6.50 per share, options for 25,097
shares were forfeited at prices ranging from $4.22 to $12.49 per share, and
no options were granted or expired during the twenty-six weeks ended
November 30, 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 twenty-six weeks ended November 30,
2002.
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.
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
products used in the interventional radiology marketplace.
-14-
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
November 30, 2002 and December 1, 2001
(unaudited)
NOTE J - 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 Twenty-six weeks ended
-------------------------- ---------------------------
November 30, December 1, November 30, December 1,
2002 2001 2002 2001
------- -------- -------- --------
(in thousands)
Net sales to external
customers
E-Z-EM products $24,328 $ 23,240 $ 46,511 $ 44,307
AngioDynamics products 8,572 7,389 16,669 13,963
------- -------- -------- --------
Total net sales to external
customers $32,900 $ 30,629 $ 63,180 $ 58,270
======= ======== ======== ========
Intersegment net sales
AngioDynamics products $ 196 $ 214 $ 427 $ 383
------- -------- -------- --------
Total intersegment net sales $ 196 $ 214 $ 427 $ 383
======= ======== ======== ========
Operating profit (loss)
E-Z-EM products $ 671 $ (1,706) $ (1,004) $ (2,184)
AngioDynamics products 794 776 1,354 981
Eliminations 44 4 40 1
------- -------- -------- --------
Total operating profit (loss) $ 1,509 $ (926) $ 390 $ (1,202)
======= ======== ======== ========
Net earnings (loss)(1)
E-Z-EM products $ 494 $ (1,513) $ (575) $ (1,595)
AngioDynamics products 450 342 782 315
Eliminations 44 4 40 1
------- -------- -------- --------
Total net earnings (loss) $ 988 $ (1,167) $ 247 $ (1,279)
======= ======== ======== ========
November 30, June 1,
2001 2002
--------- ---------
(in thousands)
Assets
E-Z-EM products $ 107,806 $ 110,421
AngioDynamics products 24,945 20,046
Eliminations (28,149) (28,186)
--------- ---------
Total assets $ 104,602 $ 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
twenty-six weeks ended December 1, 2001, interest charges on such
loans were $216,000 and $432,000, respectively.
-15-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
Quarters ended November 30, 2002 and December 1, 2001
-----------------------------------------------------
The Company's quarters ended November 30, 2002 and December 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 November 30, 2002
-------------------------------
Unaffiliated customer sales $ 24,328 $ 8,572 -- $ 32,900
Intersegment sales -- 196 ($196) --
Gross profit 10,235 4,793 44 15,072
Operating profit 671 794 44 1,509
Quarter ended December 1, 2001
------------------------------
Unaffiliated customer sales $ 23,240 $ 7,389 -- $ 30,629
Intersegment sales -- 214 ($214) --
Gross profit 9,114 3,936 4 13,054
Operating profit (loss) (1,706) 776 4 (926)
E-Z-EM Products
E-Z-EM segment operating results for the current quarter improved by $2,377,000.
The operating results for the comparable quarter of the prior year were
adversely affected by a $1,532,000 charge to operations resulting from the
December 2001 closing of a Japanese facility principally used to manufacture
liquid barium sulfate formulations for sale in the Japanese market. During the
current quarter, 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 results improved by $961,000
due primarily to increased sales and improved gross profit, slightly offset by
increased operating expenses. Net sales increased 5%, or $1,088,000, due to
increased sales of CT imaging contrast and injector systems of $1,015,000. Price
increases had minimal effect on net sales for the current quarter. Gross profit
expressed as a percentage of net sales improved to 42% for the current quarter
from 39% for the comparable period of the prior year due primarily to commission
revenue of $295,000 earned in the current quarter, decreased provision for
inventory reserves of $196,000 and lower freight costs. Excluding the
aforementioned facility closing costs, operating expenses increased $160,000 due
-16-
to increased selling and marketing infrastructure and promotional activities to
support the Company's CT injector and virtual colonoscopy businesses.
AngioDynamics Products
AngioDynamics segment operating profit for the current quarter improved by
$18,000. Increased sales and improved gross profit were virtually offset by
increased operating expenses. Net sales increased 16%, or $1,183,000, due
primarily to increased sales of dialysis products of $551,000, image-guided
vascular access products of $248,000 and angiographic products of $171,000.
Sales of the ELVS(TM) endovascular laser venous system, used in the treatment of
varicose veins and introduced in the current quarter, also contributed to the
increase in sales. Price increases had minimal effect on net sales for the
current quarter. Gross profit expressed as a percentage of net sales improved to
55% for the current quarter from 52% for the comparable quarter of the prior
year due primarily to improved manufacturing efficiencies at the Company's
Queensbury, New York facility, resulting, in large part, from increased
automation in the manufacture of angiographic catheters, and lower freight
costs. Operating expenses increased $839,000 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 November 30, 2002, the Company reported net earnings of
$988,000, or $.10 and $.09 per common share on a basic and diluted basis,
respectively, compared to a net loss of $1,167,000, or ($.12) per common share
on both a basic and diluted basis, for the comparable period of last year.
Results for the current quarter were favorably affected by increased sales and
improved gross profit in both industry segments, partially offset by increased
operating expenses in the AngioDynamics segment. Results for the current quarter
were adversely affected by an additional charge of $116,000, or $.01 per basic
share, to close a Japanese facility. Results for the comparable quarter of the
prior year were adversely affected by a charge of $1,532,000, or $.16 per basic
share, to close the Japanese facility. Excluding the effect of the Japanese
facility closing, net earnings improved by $739,000, or $.07 per basic share.
Net sales for the quarter ended November 30, 2002 increased 7%, or $2,271,000,
compared to the quarter ended December 1, 2001 due to increased sales of
AngioDynamics products of $1,183,000 and E-Z-EM products of $1,088,000, 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 6%, or
$551,000, for the current quarter from the comparable period of last year due,
in large part, to decreased sales of contract manufacturing products of $303,000
and decreased sales of X-ray fluoroscopy products of $240,000.
Gross profit expressed as a percentage of net sales increased to 46% for the
current quarter from 43% for the comparable quarter of the prior year due to
improved gross profit in both the E-Z-EM and AngioDynamics segments, which
resulted from the factors previously disclosed in the segment overview.
Selling and administrative ("S&A") expenses were $11,789,000 for the quarter
ended November 30, 2002 compared to $10,789,000 for the quarter ended December
1, 2001. This increase of $1,000,000, or 9%, for the current quarter was due to
increased AngioDynamics S&A expenses of $712,000 and increased E-Z-EM S&A
expenses of $288,000, which resulted from the factors previously disclosed in
the segment overview.
Research and development ("R&D") expenditures for the current quarter were
$1,658,000, or 5% of net sales, compared to $1,659,000, or 5% of net sales, for
the quarter ended December 1, 2001. Increased spending relating to X-ray
-17-
fluoroscopy and CT imaging projects of $202,000 and AngioDynamics projects of
$127,000, offset decreased spending relating to virtual colonoscopy projects of
$275,000 and all other projects of $55,000. Of the R&D expenditures for the
current quarter, approximately 47% relate to X-ray fluoroscopy and CT imaging
projects, 36% to AngioDynamics projects, 16% to general regulatory costs and 1%
to specialty diagnostic projects. R&D expenditures are expected to continue at
approximately current levels.
Other income, net of other expenses, totaled $97,000 of income for the current
quarter compared to $135,000 of income for the quarter ended December 1, 2001.
This decline was due to decreased interest income of $54,000, resulting, in
large part, from lower interest rates, and increased interest expense of
$53,000, resulting, in large part, from the financing of the AngioDynamics
facility expansion, partially offset by an increase in foreign currency exchange
gains of $65,000.
For the quarter ended November 30, 2002, the Company's effective tax rate of 39%
differed from the Federal statutory tax rate of 34% due to non-deductible
expenses. For the quarter ended December 1, 2001, the Company reported an income
tax provision of $376,000 against a loss before income taxes of $791,000 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.
Six months ended November 30, 2002 and December 1, 2001
-------------------------------------------------------
The Company's six months ended November 30, 2002 and December 1, 2001 both
represent twenty-six weeks.
Results of Operations
---------------------
Segment Overview
----------------
E-Z-EM AngioDynamics Eliminations Total
------ ------------- ------------ -----
(in thousands)
Six months ended November 30, 2002
----------------------------------
Unaffiliated customer sales $ 46,511 $ 16,669 -- $ 63,180
Intersegment sales -- 427 ($427) --
Gross profit 18,568 8,961 40 27,569
Operating profit (loss) (1,004) 1,354 40 390
Six months ended December 1, 2001
---------------------------------
Unaffiliated customer sales $ 44,307 $ 13,963 -- $ 58,270
Intersegment sales -- 383 ($383) --
Gross profit (loss) 16,606 7,117 1 23,724
Operating profit (loss) (2,184) 981 1 (1,202)
E-Z-EM Products
E-Z-EM segment operating losses for the current period improved by $1,180,000.
The operating results for the comparable period of the prior year were adversely
affected by a $1,532,000 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 $236,000 due to increased operating expenses,
partially offset by increased sales and improved gross profit. Net sales
increased 5%, or $2,204,000, due to increased sales of CT imaging contrast and
injector systems of $2,237,000. Price increases had minimal effect on net sales
-18-
for the current period. Gross profit expressed as a percentage of net sales
improved to 40% for the current period from 37% for the comparable period of the
prior year due primarily to increased production throughput at the Company's
Westbury facility and lower freight costs. Excluding the aforementioned facility
closing costs, operating expenses increased $2,198,000 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 $688,000; and iii) increased
severance costs of $287,000.
AngioDynamics Products
AngioDynamics segment operating results improved by $373,000 in the current
period due to increased sales and improved gross profit, partially offset by
increased operating expenses. Net sales increased 19%, or $2,706,000, due
primarily to increased sales of dialysis products of $1,386,000, image-guided
vascular access products of $446,000, PTA dilation catheters of $352,000 and
angiographic products of $286,000. 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 50% for the comparable period
of the prior year due primarily to improved manufacturing efficiencies at the
Company's Queensbury facility, resulting, in large part, from increased
automation in the manufacture of angiographic catheters, lower freight costs and
favorable changes in sales product mix. Operating expenses increased $1,471,000
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 six months ended November 30, 2002, the Company reported net earnings of
$247,000, or $.02 per common share on both a basic and diluted basis, compared
to a net loss of $1,279,000, or ($.13) 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 $1,532,000, or $.16 per basic share, to close the
Japanese facility. Excluding the effect of the Japanese facility closing, net
earnings improved by $110,000, or $.01 per basic share.
Net sales for the six months ended November 30, 2002 increased 8%, or
$4,910,000, compared to the six months ended December 1, 2001 due to increased
sales of AngioDynamics products of $2,706,000 and E-Z-EM products of $2,204,000,
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.,
increased 4%, or $713,000, for the current period from the comparable period of
last year due primarily to increased sales of CT imaging contrast and injector
systems of $405,000 and contract manufacturing products of $258,000.
Gross profit expressed as a percentage of net sales increased to 44% for the
current period from 41% for the comparable period of the prior year due to
improved gross profit in both the E-Z-EM and AngioDynamics segments, which
resulted from the factors previously disclosed in the segment overview.
S&A expenses were $23,816,000 for the six months ended November 30, 2002
compared to $20,254,000 for the six months ended December 1, 2001. This increase
of $3,562,000, or 18%, for the current period was due to increased E-Z-EM S&A
-19-
expenses of $2,441,000 and increased AngioDynamics S&A expenses of $1,121,000,
which resulted from the factors previously disclosed in the segment overview.
R&D expenditures increased 3% for the current period to $3,247,000, or 5% of net
sales, from $3,140,000, or 5% of net sales, for the comparable prior year period
due to increased spending relating to AngioDynamics projects of $350,000,
partially offset by decreased spending relating to virtual colonoscopy projects
of $172,000 and all other projects of $71,000. Of the R&D expenditures for the
current period, approximately 42% relate to X-ray fluoroscopy and CT imaging
projects, 36% to AngioDynamics projects, 16% to general regulatory costs, 5% to
virtual colonoscopy projects and 1% to specialty diagnostic projects.
Other income, net of other expenses, totaled $414,000 of income for the current
period compared to $337,000 of income for the comparable period of last year.
This increase was due primarily to increased foreign currency exchange gains of
$259,000, partially offset by decreased interest income of $136,000, resulting,
in large part, from lower interest rates, and increased interest expense of
$52,000, resulting, in large part, from the financing of the AngioDynamics
facility expansion.
For the six months ended November 30, 2002, the Company's unusually high
effective tax rate of 69% differed from the Federal statutory tax rate of 34%
due to non-deductible expenses, primarily related to the Company's common stock
recapitalization. For the six months ended December 1, 2001, the Company
reported an income tax provision of $414,000 against a loss before income taxes
of $865,000 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 six months ended November 30, 2002, 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 November 30, 2002, debt (notes payable, current maturities of
long-term debt and long-term debt) was $4,585,000 (including $3,465,000 relating
to the financing of the AngioDynamics facility expansion), as compared to
$1,204,000 at June 1, 2002. The Company has available $2,078,000 under two bank
lines of credit of which no amounts were outstanding at November 30, 2002.
At November 30, 2002, approximately $16,679,000, or 16%, of the Company's assets
consisted of short-term debt and equity securities and cash and cash
equivalents. The current ratio was 4.80 to 1, with net working capital of
$58,053,000, at November 30, 2002, 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 November 30, 2002, 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
November 30, 2002, has expended approximately $1,194,000 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
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 November 30, 2002, the advances aggregated
$1,053,000 with the remaining proceeds of $2,447,000 classified as restricted
cash. The Bonds, which bear interest at a variable rate,
-20-
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 six months ended November 30, 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, 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,
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
-21-
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 30% of the Company's total accounts receivable
balance at November 30, 2002 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
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-
-22-
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.
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.
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 November 30, 2002, the Company's assets and
liabilities would increase or decrease by $2,362,000 and $575,000, respectively,
and the Company's net sales and net earnings would increase or decrease by
$2,212,000 and $88,000, 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 November 30, 2002, net earnings would be favorably or
unfavorably impacted by approximately $460,000 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 $11,325,000. The bonds
bear interest at a floating rate established weekly. For the six months ended
November 30, 2002, 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 $113,000 on an annual
basis.
As the Company's principal amount of fixed interest rate financing approximated
$1,120,000 at November 30, 2002, a change in interest rates would not materially
impact results of operations or financial position. At November 30, 2002, the
-23-
Company maintained variable interest rate financing in connection with the
AngioDynamics facility expansion of approximately $3,465,000, and has limited
its exposure to interest rate change market risk by entering into an interest
rate swap agreement.
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
-----------------------------------------
In connection with a recapitalization merger completed on October 22, 2002, in
which a wholly-owned subsidiary of the Company merged with and into the Company,
Article 4 of the Company's Certificate of Incorporation was deleted in its
entirety and replaced with a new Article 4. As a result, the following changes
were made to the Company's authorized and outstanding shares:
1. The Company's Class A common stock, par value $0.10 per share ("Class A
Stock") and Class B common stock, par value, $0.10 per share ("Class B
Stock"), were replaced by a single, new class of common stock, par value
$0.10 per share ("New Common Stock"). In the merger, each outstanding
share of Class A Stock and Class B Stock was converted into one share of
New Common Stock.
2. Each share of New Common Stock entitles the holder to one vote per share
on all matters submitted to a stockholders vote. Previously, only the
Class A Stock carried voting rights.
3. All super-majority voting provisions were eliminated, and all matters
submitted to a stockholder vote will be determined by majority vote,
except for votes regarding removal of directors.
4. All other distinctions previously existing between the Class A Stock and
Class B Stock, including dividend preferences, conversion rights, and
mandatory tender offer provisions, were eliminated.
On November 1, 2002, the Company issued 2,000 shares of common stock to its
Chairman of the Board, Howard S. Stern, and 1,000 shares of common stock to each
of the following directors of the Company: Robert J. Beckman, Michael A. Davis,
Paul S. Echenberg, James L. Katz, Donald A. Meyer and David P. Meyers. All such
shares were issued in consideration for services rendered as directors 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
directors of the Company.
Item 3. Defaults Upon Senior Securities
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the Annual Meeting of Shareholders held October 15, 2002, the following
persons were elected as Directors of the Company:
Class II Director: (until the 2004 Annual Meeting)
Robert J. Beckman
-25-
Class III Directors: (until the 2005 Annual Meeting)
Howard S. Stern
David P. Meyers
George P. Ward
In this election, 3,633,867, 3,627,530, 3,638,730 and 3,633,867 votes were cast
for Mr. Beckman, Mr. Stern, Mr. Meyers and Mr. Ward, respectively, and 206,529,
212,866, 201,666 and 206,529 shares were withheld from voting for Mr. Beckman,
Mr. Stern, Mr. Meyers and Mr. Ward, respectively.
The following Directors continue in office for the duration of their terms:
Class I Directors: (until the 2003 Annual Meeting)
Michael A. Davis, M.D.
James L. Katz, CPA, JD
Anthony A. Lombardo
Class II Directors: (until the 2004 Annual Meeting)
Paul S. Echenberg
Donald A. Meyer
In addition, the Agreement of Merger and Recapitalization dated as of July 25,
2002, by and between E-Z-EM, Inc. and E-Z-EM Merger Sub, Inc., a wholly-owned
subsidiary of E-Z-EM, Inc., which provides, among other things, for the merger
of E-Z-EM Merger Sub, Inc. with and into E-Z-EM, Inc., which will have the
effect of combining the Company's two currently outstanding classes of common
stock into a single, newly created class of common stock, was approved by a vote
of 2,810,460 in favor, 2,627 against and 1,027,309 broker non-votes.
The action of the Board of Directors in appointing Grant Thornton LLP as the
Company's independent auditors for fiscal year 2003 was approved by a vote of
3,639,417 in favor, 200,779 against and 200 shares abstaining.
Item 5. Other Information
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
No. Description Page
--- ----------- ----
2 Agreement and Plan of Merger and Recapitalization dated as of
July 25, 2002 (a)
3(i) Restated Certificate of Incorporation of the Registrant (b)
3(i) Amendment to Restated Certificate of Incorporation of the
Registrant (c)
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) 31
-26-
(a) Exhibits (continued)
--------------------
No. Description Page
--- ----------- ----
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) 32
---------------
(a) Incorporated by reference to Annex B to the Registrant's Definitive
Proxy Statement, filed with the Commission on September 13, 2002.
(b) Incorporated by reference to Exhibit 3(i) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended May 31, 1997 (file No.
1-11479).
(c) Incorporated by reference to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A, filed with the Commission on
October 22, 2002.
(b) Reports on Form 8-K
-------------------
The following reports on Form 8-K were filed during the quarter ended November
30, 2002:
On October 15, 2002, the Company filed a Form 8-K reporting information under
"Item 5. Other Events" and "Item 7. Financial Statements and Exhibits"
announcing that the Company's stockholders had approved a previously announced
plan of merger between the Company and a wholly-owned subsidiary of the Company
under which each outstanding share of Class A common stock and Class B common
stock will be converted into one share of a single, newly created class of
common stock.
On October 22, 2002, the Company filed a Form 8-K reporting information under
"Item 5. Other Events" and "Item 7. Financial Statements and Exhibits"
announcing that the Company had completed a previously announced
recapitalization merger of a wholly-owned subsidiary of the Company with and
into the Company under which each outstanding share of Class A common stock and
each outstanding share of Class B common stock was converted into one share of a
single, newly created class of common stock.
-27-
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 January 14, 2003 /s/ Anthony A. Lombardo
--------------------- --------------------------------------
Anthony A. Lombardo, President,
Chief Executive Officer and Director
Date January 14, 2003 /s/ Dennis J. Curtin
--------------------- --------------------------------------
Dennis J. Curtin, Senior Vice
President - Chief Financial Officer
(Principal Financial and Chief
Accounting Officer)
-28-
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 January 14, 2003
----------------
/s/ Anthony A. Lombardo
------------------------------------
Anthony A. Lombardo, President,
Chief Executive Officer and Director
-29-
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 January 14, 2003
----------------
/s/ Dennis J. Curtin
-------------------------------------
Dennis J. Curtin, Senior Vice
President - Chief Financial Officer
-30-