UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended November 29, 1997
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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
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(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
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On January 9, 1998, there were 4,035,346 shares of the registrant's Class A
Common Stock outstanding and 5,627,094 shares of the registrant's Class B
Common Stock outstanding.
Page 1 of 20
Exhibit Index on Page 19
<PAGE>
E-Z-EM, Inc. and Subsidiaries
INDEX
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Part I: Financial Information Page
- ------ --------------------- ----
Item 1. Financial Statements
Consolidated Balance Sheets - November 29, 1997 and
May 31, 1997 3 - 4
Consolidated Statements of Operations - thirteen and
twenty-six weeks ended November 29, 1997 and
November 30, 1996 5
Consolidated Statement of Stockholders' Equity -
twenty-six weeks ended November 29, 1997 6
Consolidated Statements of Cash Flows - twenty-six
weeks ended November 29, 1997 and November 30, 1996 7 - 8
Notes to Consolidated Financial Statements 9 - 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12 - 17
Part II: Other Information
- ------- -----------------
Item 1. Legal Proceedings 18
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 6. Exhibits and Reports on Form 8-K 19
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<PAGE>
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands)
November 29, May 31,
ASSETS 1997 1997
------ ------
(unaudited) (audited)
CURRENT ASSETS
Cash and cash equivalents $ 4,927 $ 4,484
Debt and equity securities 11,217 10,991
Accounts receivable, principally
trade, net 18,509 16,971
Inventories 27,250 27,351
Other current assets 4,055 4,147
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Total current assets 65,958 63,944
INVESTMENT IN AFFILIATE 860
PROPERTY, PLANT AND EQUIPMENT - AT COST,
less accumulated depreciation and
amortization 22,609 23,418
COST IN EXCESS OF FAIR VALUE OF NET ASSETS
ACQUIRED, less accumulated amortization 464 489
INTANGIBLE ASSETS, less accumulated
amortization 6,775 7,057
DEBT AND EQUITY SECURITIES 2,151 2,081
OTHER ASSETS 4,156 3,731
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$102,973 $100,720
======= =======
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
November 29, May 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1997
------ ------
(unaudited) (audited)
CURRENT LIABILITIES
Notes payable $ 9,865 $ 7,029
Current maturities of long-term debt 297 517
Accounts payable 6,722 6,168
Accrued liabilities 6,963 6,829
Accrued income taxes 484 286
------- -------
Total current liabilities 24,331 20,829
LONG-TERM DEBT, less current maturities 1,066 842
OTHER NONCURRENT LIABILITIES 1,773 1,805
CONTINGENCIES
------- -------
Total liabilities 27,170 23,476
------- -------
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 4,035,346 shares
at November 29, 1997 and May 31, 1997 403 403
Class B (nonvoting), par value $.10 per
share - authorized, 10,000,000 shares;
issued and outstanding 5,602,686 shares
at November 29, 1997 and 5,600,883 shares
at May 31, 1997 560 560
Additional paid-in capital 19,086 19,073
Retained earnings 55,840 57,087
Unrealized holding gain on debt and equity
securities 1,396 1,332
Cumulative translation adjustments (1,482) (1,211)
------- -------
Total stockholders' equity 75,803 77,244
------- -------
$102,973 $100,720
======= =======
The accompanying notes are an integral part of these financial statements.
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<PAGE>
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except share and per share data)
Thirteen weeks ended Twenty-six weeks ended
------------------------- -------------------------
November 29, November 30, November 29, November 30,
1997 1996 1997 1996
------ ------ ------ ------
Net sales $24,711 $25,992 $50,424 $49,347
Cost of goods sold 15,990 15,741 31,968 29,231
------ ------ ------ ------
Gross profit 8,721 10,251 18,456 20,116
------ ------ ------ ------
Operating expenses
Selling and administrative 8,629 8,672 16,544 16,507
Research and development 1,572 1,452 3,081 2,975
------ ------ ------ ------
Total operating expenses 10,201 10,124 19,625 19,482
------ ------ ------ ------
Operating profit (loss) (1,480) 127 (1,169) 634
Other income (expense)
Interest income 178 209 329 422
Interest expense (177) (80) (366) (141)
Other, net (73) 50 (136) 100
----- ----- ----- -----
Earnings (loss) before
income taxes (1,552) 306 (1,342) 1,015
Income tax provision (benefit) (177) 63 (95) 259
----- ----- ----- -----
NET EARNINGS (LOSS) $(1,375) $ 243 $(1,247) $ 756
===== ===== ===== =====
Earnings (loss) per common share
Primary and fully diluted $ (.14) $ .02 $ (.13) $ .07
===== ===== ===== =====
Weighted average common shares
Primary 9,637,869 10,327,284 9,637,684 10,350,333
========= ========== ========= ==========
Fully diluted 9,637,869 10,327,423 9,637,684 10,350,403
========= ========== ========= ==========
The accompanying notes are an integral part of these financial statements.
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<PAGE>
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Twenty-six weeks ended November 29, 1997
(unaudited)
(in thousands, except share data)
<TABLE>
<CAPTION>
Unrealized
Class A Class B holding gain
common stock common stock Additional on debt Cumulative
----------------- ----------------- paid-in Retained and equity translation
Shares Amount Shares Amount capital earnings securities adjustments Total
--------- ------ --------- ------ ---------- -------- ---------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at May 31, 1997 4,035,346 $403 5,600,883 $560 $19,073 $57,087 $1,332 $(1,211) $77,244
Exercise of stock options 1,313 6 6
Income tax benefits on
stock options exercised 1 1
Compensation related to
stock option plans 3 3
Issuance of stock 490 3 3
Net loss (1,247) (1,247)
Unrealized holding gain on debt
and equity securities 64 64
Foreign currency translation
adjustments (271) (271)
--------- --- --------- --- ------ ------ ----- ----- ------
Balance at November 29, 1997 4,035,346 $403 5,602,686 $560 $19,086 $55,840 $1,396 $(1,482) $75,803
========= === ========= === ====== ====== ===== ===== ======
</TABLE>
The accompanying notes are an integral part of this financial statement.
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<PAGE>
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Twenty-six weeks ended
--------------------------
November 29, November 30,
1997 1996
------ ------
(in thousands)
Cash flows from operating activities:
Net earnings (loss) $(1,247) $ 756
Adjustments to reconcile net earnings
(loss) to net cash used in operating
activities
Depreciation and amortization 1,683 1,395
Provision for doubtful accounts 120 60
Equity in losses of affiliate 80
Loss on sale of investments 27
Deferred income tax provision 11 6
Other non-cash items 3
Changes in operating assets and
liabilities
Accounts receivable (1,658) (3,804)
Inventories 101 (3,662)
Other current assets 92 260
Other assets (446) (332)
Accounts payable 554 1,303
Accrued liabilities 134 4
Accrued income taxes 187 145
Other noncurrent liabilities (4) 82
----- -----
Net cash used in operating
activities (390) (3,760)
----- -----
Cash flows from investing activities:
Additions to property, plant and
equipment, net (584) (3,260)
Investment in affiliate (940)
Available-for-sale securities
Purchases (2,220) (14,805)
Proceeds from sale 1,995 17,127
----- ------
Net cash used in investing activities (1,749) (938)
----- ------
Cash flows from financing activities:
Proceeds from issuance of debt 4,555 4,850
Repayments of debt (1,488) (357)
Proceeds from exercise of stock options,
including related income tax benefits 7 577
Proceeds from issuance of stock in connection
with the stock purchase plan 3 9
----- -----
Net cash provided by financing activities 3,077 5,079
----- -----
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<PAGE>
E-Z-EM, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(unaudited)
Twenty-six weeks ended
--------------------------
November 29, November 30,
1997 1996
------ ------
(in thousands)
Effect of exchange rate changes on
cash and cash equivalents $ (495) $ 225
----- -----
INCREASE IN CASH AND CASH EQUIVALENTS 443 606
Cash and cash equivalents
Beginning of period 4,484 3,363
----- -----
End of period $4,927 $3,969
===== =====
Supplemental disclosures of cash
flow information:
Cash paid during the period for:
Interest $ 355 $ 59
===== =====
Income taxes (net of $70 and $203 in
refunds in 1997 and 1996, respectively) $ 29 $ 228
===== =====
The accompanying notes are an integral part of these financial statements.
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<PAGE>
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 29, 1997 and November 30, 1996
(unaudited)
NOTE A - CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of November 29, 1997, the consolidated
statement of stockholders' equity for the period ended November 29,
1997, and the consolidated statements of operations and cash flows for
the periods ended November 29, 1997 and November 30, 1996, have been
prepared by the Company without audit. In the opinion of management,
all adjustments (which include only normally recurring adjustments)
necessary to present fairly the financial position, changes in
stockholders' equity, results of operations and cash flows at November
29, 1997 (and for all periods presented) have been made.
Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted
accounting principles, 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 1997
Annual Report on Form 10-K filed by the Company on August 29, 1997. The
results of operations for the periods ended November 29, 1997 and
November 30, 1996 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").
NOTE B - EARNINGS (LOSS) PER COMMON SHARE
Primary and fully diluted earnings (loss) per common share are computed on
the basis of the weighted average number of common shares outstanding
plus the common stock equivalents which would arise from the exercise of
stock options, if the latter causes dilution in earnings per common
share in excess of 3%. Common stock equivalents are excluded from both
the primary and fully diluted calculations for the periods ended
November 29, 1997, since their inclusion would be antidilutive, and
included in both the primary and fully diluted calculations for the
periods ended November 30, 1996.
-9-
<PAGE>
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 29, 1997 and November 30, 1996
(unaudited)
NOTE C - INVENTORIES
Inventories consist of the following:
November 29, May 31,
1997 1997
------ ------
(in thousands)
Finished goods $13,942 $14,170
Work in process 1,743 1,639
Raw materials 11,565 11,542
------ ------
$27,250 $27,351
====== ======
NOTE D - INVESTMENT IN EQUITY AFFILIATE
In August 1997, the Company acquired approximately 23% of ITI Medical
Technologies, Inc. ("ITI") for $1,300,000, of which installment payments
of $500,000 and $400,000 were made in August 1997 and November 1997,
respectively, and $400,000 is payable in February 1998. ITI is a
California corporation, based in Livermore, California, which develops
and manufactures MRI diagnostic and therapeutic medical devices. The
Company's investment in ITI is accounted for by the equity method.
Pursuant to this method, such investment is recorded at cost and
adjusted by the Company's share of undistributed earnings (or losses).
NOTE E - COMMON STOCK
Under the 1983 and 1984 Stock Option Plans, options for 1,313 shares were
exercised at prices ranging from $4.35 to $5.55 per share, options for
597 shares were forfeited at $5.55 per share, options for 869 shares
expired at $8.74 per share, and no options were granted during the
twenty-six weeks ended November 29, 1997. Under the 1997 AngioDynamics
Stock Option Plan, options for 6.53 shares were granted at $80,000 per
share, options for .06 shares were forfeited at $80,000 per share, and
no options were exercised or expired during the twenty-six weeks ended
November 29, 1997.
Under the Employee Stock Purchase Plan, 500 shares were purchased at
$6.06 per share during the twenty-six weeks ended November 29, 1997.
Total proceeds received by the Company approximated $3,000.
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<PAGE>
E-Z-EM, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 29, 1997 and November 30, 1996
(unaudited)
NOTE F - CONTINGENCIES
During August and December 1997, the Company settled two product liability
actions in which it had been a defendant. Such actions were settled for
amounts under the Company's insurance limit and the amounts contributed
by the Company were not material to its consolidated financial
statements.
The Company has been sued by Olympia Holding Corporation p/k/a P-I-E
Nationwide, Inc. for $443,830. The suit, filed on October 5, 1992, is
presently pending in the U.S. Bankruptcy Court for the Middle District
of Florida. The Company is being represented in this action by a law
firm which is also representing numerous other defendants being sued by
the same plaintiff on the same grounds - recovery for alleged
undercharges for freight carriage. It is not possible, at this stage,
to determine what, if any, liability exists with respect to the Company
in this matter. The Company will continue to vigorously defend against
this action; it has been informed by legal counsel that there exist
numerous valid defenses to this case.
NOTE G - RECLASSIFICATIONS
Certain reclassifications have been made to the prior period amounts to
conform to the current period presentations.
-11-
<PAGE>
E-Z-EM, Inc. and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Quarters ended November 29, 1997 and November 30, 1996
- ------------------------------------------------------
The Company's quarters ended November 29, 1997 and November 30, 1996
both represent thirteen weeks.
Results of Operations
- ---------------------
Segment Overview
----------------
The Company operates in two industry segments: Diagnostic products and
AngioDynamics products. The Diagnostic products industry segment includes
both contrast systems and non-contrast systems. The AngioDynamics products
industry segment includes CO2/angiography products, therapeutic products and
coronary products used in the interventional medicine marketplace.
Diagnostic AngioDynamics Eliminations Total
---------- ------------- ------------ -----
(in thousands)
Quarter ended November 29, 1997
- -------------------------------
Unaffiliated customer sales $20,355 $4,356 - $24,711
Intersegment sales 4 136 ($140) -
Gross profit (loss) 7,654 1,083 (16) 8,721
Operating profit (loss) 86 (1,550) (16) (1,480)
Quarter ended November 30, 1996
- -------------------------------
Unaffiliated customer sales $21,112 $4,880 - $25,992
Intersegment sales 227 226 ($453) -
Gross profit (loss) 7,716 2,522 13 10,251
Operating profit (loss) 327 (213) 13 127
Diagnostic Products
-------------------
Diagnostic segment operating results for the current quarter declined
by $241,000 due to a 4% sales decline, as well as increased operating
expenses of $177,000. Price increases virtually offset the effect of
increased sales to group purchasing organizations. Gross profit expressed
as a percentage of net sales improved to 38% during the current quarter
versus 36% during the comparable quarter of the prior year due to reduced
unabsorbed overhead costs associated with the relocation of a portion of the
Company's contrast systems manufacturing operations, partially offset by the
effect of increased sales to group purchasing organizations.
AngioDynamics Products
----------------------
During the current quarter, domestic sales improved by $642,000, or
23%, due to continued market penetration, while international sales
decreased $1,166,000, or 56%, due to a decline in sales of the AngioStent(TM).
Overall, AngioDynamics sales decreased 11% in the current quarter. Gross
profit expressed as a percentage of net sales declined to 24% during the
current quarter versus 49% during the comparable quarter of the prior year
-12-
<PAGE>
due primarily to increased inventory reserves of $602,000, lower stent
sales, price erosion in the coronary stent marketplace, and underutilized
capacity at the Irish manufacturing facility. The AngioDynamics segment
incurred an operating loss of $1,550,000 in the current quarter, as compared
to an operating loss of $213,000 in the comparable quarter of the prior
year. Operating results for the current quarter were adversely affected by
the overall sales decline, coupled with the lower gross profit.
Consolidated Results of Operations
----------------------------------
For the quarter ended November 29, 1997, the Company reported a net
loss of $1,375,000, or ($.14) per common share on both a primary and fully
diluted basis, as compared to net earnings of $243,000, or $.02 per common
share on both a primary and fully diluted basis, for the comparable quarter
of last year.
Results for the current quarter were adversely affected by sales
declines in both industry segments, as well as lower gross profit in the
AngioDynamics segment. The decline in AngioDynamics gross profit is due
primarily to increased inventory reserves of $602,000, lower stent sales,
price erosion in the coronary stent marketplace, and underutilized capacity
at the Irish manufacturing facility.
Net sales for the quarter ended November 29, 1997 decreased 5%, or
$1,281,000, as compared to the quarter ended November 30, 1996 due to
decreased sales of contrast systems of $787,000 and AngioDynamics products
of $524,000. Price increases, net of discounts to group purchasing
organizations, had little effect on net sales in the current quarter. Net
sales in international markets, including direct exports from the U.S.,
decreased 19%, or $2,033,000 in the current quarter versus the comparable
period of last year due to decreased sales of AngioDynamics products of
$1,167,000, contrast systems of $526,000 and non-contrast systems of
$340,000.
Gross profit expressed as a percentage of net sales decreased to 35%
during the current quarter from 39% in the comparable quarter of the prior
year due primarily to reduced AngioDynamics gross profit as well as the
effect of increased Diagnostic sales to group purchasing organizations. The
decline in AngioDynamics gross profit is due primarily to increased
inventory reserves of $602,000, lower stent sales, price erosion in the
coronary stent marketplace, and underutilized capacity at the Irish
manufacturing facility. Gross profit was favorably affected by reduced
unabsorbed overhead costs associated with the manufacturing site relocation.
Selling and administrative ("S&A") expenses were $8,629,000 during the
quarter ended November 29, 1997 versus $8,672,000 during the quarter ended
November 30, 1996. There were no materially significant factors affecting
the quarterly comparison of S&A expenses.
Research and development ("R&D") expenditures increased 8% in the
current quarter to $1,572,000, or 6% of net sales, from $1,452,000, or 6% of
net sales, in the comparable quarter of last year. This increase was due
primarily to increased contrast system spending of $352,000, partially
offset by reduced spending of $193,000 relating to AngioDynamics projects.
Of the R&D expenditures in the current quarter, approximately 47% relate to
contrast systems, 32% to AngioDynamics projects, 3% to immunological
projects, 8% to other projects and 10% to general regulatory costs. R&D
expenditures are expected to continue at approximately current levels.
-13-
<PAGE>
Other income, net of expenses, decreased $251,000 in the current
quarter versus the comparable period of last year due primarily to increased
interest expense of $97,000, resulting from AngioDynamics bank financing,
the recording of the Company's approximate 23% share in the losses of ITI
Medical Technologies, Inc. ("ITI") of $80,000 during the current quarter,
and increased foreign currency exchange losses of $42,000.
The Company's effective tax benefit rate of 11% during the quarter
ended November 29, 1997 differed from the Federal statutory tax rate of 34%
due primarily to the fact that the Company did not provide for the tax
benefit on losses incurred in certain jurisdictions, since it is more likely
than not that such benefits will not be realized. For the quarter ended
November 30, 1996, the Company's effective tax rate of 21% differed from the
Federal statutory tax rate of 34% due primarily to earnings of the Company's
Puerto Rican subsidiary, which are subject to favorable U.S. tax treatment,
and tax-exempt interest income.
Twenty-six weeks ended November 29, 1997 and November 30, 1996
- --------------------------------------------------------------
Results of Operations
- ---------------------
Segment Overview
----------------
Diagnostic AngioDynamics Eliminations Total
---------- ------------- ------------ -----
(in thousands)
Twenty-six weeks ended November 29, 1997
- ----------------------------------------
Unaffiliated customer sales $41,202 $9,222 - $50,424
Intersegment sales 59 281 ($340) -
Gross profit (loss) 15,430 3,040 (14) 18,456
Operating profit (loss) 1,075 (2,230) (14) (1,169)
Twenty-six weeks ended November 30, 1996
- ----------------------------------------
Unaffiliated customer sales $39,860 $9,487 - $49,347
Intersegment sales 382 429 ($811) -
Gross profit (loss) 15,151 4,996 (31) 20,116
Operating profit (loss) 459 206 (31) 634
Diagnostic Products
-------------------
Diagnostic segment operating results for the current period improved
by $616,000 due to a 3% sales increase, as well as reduced operating
expenses of $338,000. Price increases virtually offset the effect of
increased sales to group purchasing organizations. Gross profit expressed
as a percentage of net sales declined to 37% during the current period
versus 38% during the comparable period of the prior year due to the effect
of increased sales to group purchasing organizations, partially offset by
reduced unabsorbed overhead costs associated with the manufacturing site
relocation.
AngioDynamics Products
----------------------
During the twenty-six weeks ended November 29, 1997, domestic sales
improved by $1,607,000, or 30%, due to continued market penetration, while
international sales decreased $1,872,000, or 45%, due to a decline in sales
of the AngioStent. Overall, AngioDynamics sales decreased 3% during the
-14-
<PAGE>
current period. Gross profit expressed as a percentage of net sales
declined to 32% during the current period versus 50% during the comparable
period of the prior year due primarily to increased inventory reserves of
$693,000, lower stent sales, price erosion in the coronary stent
marketplace, and underutilized capacity at the Irish manufacturing facility.
Operating expenses increased $481,000 due, in part, to the acquisition of
Leocor and the start-up of the Irish facility in the third quarter of last
fiscal year. The AngioDynamics segment incurred an operating loss of
$2,230,000 in the current period, as compared to operating profit of
$206,000 in the comparable period of the prior year. Operating results for
the current period were adversely affected by the overall sales decline, the
lower gross profit and the increase in operating expenses.
Consolidated Results of Operations
----------------------------------
For the twenty-six weeks ended November 29, 1997, the Company reported
a net loss of $1,247,000, or ($.13) per common share on both a primary and
fully diluted basis, as compared to net earnings of $756,000, or $.07 per
common share on both a primary and fully diluted basis, for the comparable
period of last year.
Results for the current period were adversely affected by lower
AngioDynamics gross profit due primarily to increased inventory reserves of
$693,000, lower stent sales, price erosion in the coronary stent
marketplace, and underutilized capacity at the Irish manufacturing facility.
Net sales for the twenty-six weeks ended November 29, 1997 increased
2%, or $1,077,000, as compared to the twenty-six weeks ended November 30,
1996, due primarily to increased sales of non-contrast systems of
$1,601,000, partially offset by decreased sales of AngioDynamics products of
$265,000 and contrast systems of $259,000. Price increases, net of
discounts to group purchasing organizations, had little effect on net sales
in the current period. Net sales in international markets, including direct
exports from the U.S., decreased 10%, or $1,953,000 in the current period
versus the comparable period of last year due to decreased sales of
AngioDynamics products of $1,872,000 and contrast systems of $648,000,
partially offset by increased sales of non-contrast systems of $567,000.
Gross profit expressed as a percentage of net sales decreased to 37%
during the current period from 41% in the comparable period of last year due
primarily to reduced AngioDynamics gross profit as well as the effect of
increased Diagnostic sales to group purchasing organizations. The decline
in AngioDynamics gross profit is due primarily to increased inventory
reserves of $693,000, lower stent sales, price erosion in the coronary stent
marketplace, and underutilized capacity at the Irish manufacturing facility.
Gross profit was favorably affected by reduced unabsorbed overhead costs
associated with the manufacturing site relocation.
S&A expenses were $16,544,000 during the twenty-six weeks ended
November 29, 1997 versus $16,507,000 during the twenty-six weeks ended
November 30, 1996. This increase of $37,000, or less than 1%, in the
current period was due to increased AngioDynamics S&A expenses of $807,000,
partially offset by decreased Diagnostic S&A expenses of $770,000.
Increased AngioDynamics S&A expenses can be attributed, in part, to the
acquisition of Leocor and the start-up of a facility in Ireland in the third
quarter of last fiscal year.
R&D expenditures increased 4% in the current period to $3,081,000, or
-15-
<PAGE>
6% of net sales, from $2,975,000, or 6% of net sales, in the comparable
prior year period. Of the R&D expenditures in the current period,
approximately 42% relate to contrast systems, 30% to AngioDynamics projects,
3% to immunological projects, 15% to other projects and 10% to general
regulatory costs.
Other income, net of expenses, decreased $554,000 in the current period
versus the comparable period of last year due primarily to increased
interest expense of $225,000, resulting from AngioDynamics bank financing,
increased foreign currency exchange losses of $185,000, and decreased
interest income of $93,000, resulting, in part, from the use of cash
reserves to purchase the assets of Leocor.
The Company's effective tax benefit rate of 7% during the twenty-six
weeks ended November 29, 1997 differed from the Federal statutory tax rate
of 34% due primarily to the fact that the Company did not provide for the
tax benefit on losses incurred in certain jurisdictions, since it is more
likely than not that such benefits will not be realized. Non-deductible
expenses and losses incurred in a foreign jurisdiction subject to lower tax
rates, offset earnings of the Company's Puerto Rican subsidiary, which are
subject to favorable U.S. tax treatment, and tax-exempt interest income.
For the twenty-six weeks ended November 30, 1996, the Company's effective
tax rate of 26% differed from the Federal statutory tax rate of 34% due
primarily to earnings of the Puerto Rican subsidiary, which are subject to
favorable U.S. tax treatment, tax-exempt interest income, and the
utilization of certain foreign net operating loss carryforwards.
Liquidity and Capital Resources
- -------------------------------
During the twenty-six weeks ended November 29, 1997, net losses,
investment in affiliate and capital expenditures were funded primarily by
proceeds from the issuance of bank debt. In the past, the Company's policy
had been to fund capital requirements without incurring significant debt.
At November 29, 1997, debt (notes payable, current maturities of long-term
debt and long-term debt) was $11,228,000 as compared to $8,388,000 at May 31,
1997. The Company has available $14,242,000 under four bank lines of credit
of which $8,691,000 was outstanding at November 29, 1997.
The Company's current policy is to issue stock dividends. During the
third quarter of fiscal years 1995 and 1996 and the fourth quarter of fiscal
year 1997, the Company issued 3% stock dividends.
Presently, the Company is continuing to look for both new and
complementary lines of business for expansion in order to ensure its
continued growth.
At November 29, 1997, approximately 60% of the Company's assets consist
of inventories, accounts receivable, debt and equity securities, and cash
and cash equivalents. Prior to fiscal 1998, inventories have increased at a
greater rate than sales as a result of broadened product lines, and safety
stock during the relocation of a portion of the Company's contrast systems
manufacturing operations. The current ratio is 2.71 to 1, with net working
capital of $41,627,000 at November 29, 1997, as compared to the current
ratio of 3.07 to 1, with net working capital of $43,115,000 at May 31, 1997.
In August 1997, the Company acquired approximately 23% of ITI for
$1,300,000, of which installment payments of $500,000 and $400,000 were made
in August 1997 and November 1997, respectively, and $400,000 is payable in
-16-
<PAGE>
February 1998. ITI is a California corporation, based in Livermore,
California, which develops and manufactures MRI diagnostic and therapeutic
medical devices.
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. Investors are cautioned that all forward-
looking statements involve risks and uncertainty, including without
limitation, the ability of the Company to develop its products, as well as
general market conditions, competition and pricing. 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.
-17-
<PAGE>
E-Z-EM, Inc. and Subsidiaries
Part II: Other Information
Item 1. Legal Proceedings
-----------------
Previously, the Company was named as a defendant in the following
product liability action:
PATRICIA M. HELLER AND WAYNE HELLER, PLAINTIFFS VS. E-Z-EM, INC., A
CORPORATION, DEFENDANT, pending in the Court of Common Pleas, Montgomery
County, Pennsylvania, filed on February 25, 1997.
This suit claimed damages based upon alleged injuries resulting from
the use of one of the Company's products. During December 1997, the Company
settled such action for an amount under its insurance limit and the amount
contributed by the Company was not material to its consolidated financial
statements.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the Annual Meeting of Shareholders held October 21, 1997, the
following persons were elected as Directors of the Company:
Class I Directors: (until the 2000 Annual Meeting)
-----------------
Michael A. Davis, M.D.
James L. Katz, CPA, JD
In this election, 3,357,245 votes were cast for Messrs. Davis and Katz,
and 11,463 shares were withheld from voting for Messrs. Davis and Katz.
The following Directors continue in office for the duration of their
terms:
Class II Directors: (until the 1998 Annual Meeting)
------------------
Paul S. Echenberg
Donald A. Meyer
Robert M. Topol
Class III Directors: (until the 1999 Annual Meeting)
-------------------
Howard S. Stern
David P. Meyers
The action of the Board of Directors in appointing Grant Thornton LLP
as the Company's independent auditors for fiscal year 1998 was approved by a
vote of 3,358,572 in favor, 9,886 against, and 250 shares abstaining.
-18-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
No. Description Page
--- ----------- ----
27 Financial data schedule 20
(b) Reports on Form 8-K
-------------------
During the quarter ended November 29, 1997, one report on Form 8-K,
dated October 8, 1997, was filed. The report included Item 5 (Other Events)
and Item 7 (Exhibits).
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 9, 1998 /s/ Howard S. Stern
--------------------- -----------------------------------
Howard S. Stern, Chairman of the
Board, President, Chief Executive
Officer and Director
Date January 9, 1998 /s/ Dennis J. Curtin
--------------------- -----------------------------------
Dennis J. Curtin, Vice President-
Chief Financial Officer
-19-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Form 10-Q for the quarter ended November 29, 1997 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-30-1998
<PERIOD-END> NOV-29-1997
<CASH> 4,927
<SECURITIES> 11,217
<RECEIVABLES> 19,515
<ALLOWANCES> 1,006
<INVENTORY> 27,250
<CURRENT-ASSETS> 65,958
<PP&E> 45,030
<DEPRECIATION> 22,421
<TOTAL-ASSETS> 102,973
<CURRENT-LIABILITIES> 24,331
<BONDS> 1,066
0
0
<COMMON> 963
<OTHER-SE> 74,840
<TOTAL-LIABILITY-AND-EQUITY> 102,973
<SALES> 50,424
<TOTAL-REVENUES> 50,424
<CGS> 31,968
<TOTAL-COSTS> 31,968
<OTHER-EXPENSES> 19,625
<LOSS-PROVISION> 120
<INTEREST-EXPENSE> 366
<INCOME-PRETAX> (1,342)
<INCOME-TAX> (95)
<INCOME-CONTINUING> (1,247)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,247)
<EPS-PRIMARY> (.13)
<EPS-DILUTED> (.13)
</TABLE>
