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 September 3, 2005

o 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

E-Z-EM, Inc.

(Exact name of registrant as specified in its charter)

Delaware	11-1999504
———————————	——————————
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1111 Marcus Avenue, Lake Success, New York	11042
————————————————	———————
(Address of principal executive offices)	(Zip Code)

(516) 333-8230

———————————————————————

Registrant’s telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

|X|

|_|

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes

|X|

|_|

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes

|_|

|X|

As of October 7, 2005, there were 10,843,078 shares of the issuer’s common stock outstanding.

E-Z-EM, Inc. and Subsidiaries

INDEX

Part I: Financial Information	Page

Item l. Financial Statements

Consolidated Balance Sheets - September 3, 2005 and May 28, 2005	3 - 4

Consolidated Statements of Earnings - Fourteen weeks ended September 3, 2005 and thirteen weeks ended August 28, 2004	5

Consolidated Statement of Stockholder’s Equity and Comprehensive Income - Fourteen weeks ended September 3, 2005	6

Consolidated Statements of Cash Flows - Fourteen weeks ended September 3, 2005 and thirteen weeks ended August 28, 2004	7 - 8

Notes to Consolidated Financial Statements	9 - 19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20 - 30

Item 3. Quantitative and Qualitative Disclosures About Market Risk	31

Item 4. Controls and Procedures	32

Part II: Other Information

Item 1. Legal Proceedings	33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3. Defaults Upon Senior Securities	33

Item 4. Submission of Matters to a Vote of Security Holders	33

Item 5. Other Information	33 - 34

Item 6. Exhibits	34 - 35

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E-Z-EM, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(in thousands)

ASSETS	September 3, 2005 (unaudited)		May 28, 2005 (audited)

CURRENT ASSETS
Cash and cash equivalents	$	5,942	$	10,183
Debt and equity securities, at fair value		18,542		18,419
Accounts receivable, principally
trade, net		21,853		17,677
Inventories, net		26,119		22,822
Refundable income taxes		856		1,444
Other current assets		4,935		4,705


Total current assets		78,247		75,250

PROPERTY, PLANT AND EQUIPMENT - AT COST, less accumulated depreciation and amortization		13,462		13,256

INTANGIBLE ASSETS, less accumulated amortization		4,672		4,867

DEBT AND EQUITY SECURITIES, at fair value		846		746

OTHER ASSETS		9,353		7,936

NONCURRENT ASSETS HELD FOR DISPOSAL		3,553		3,593


	$	110,133	$	105,648

The accompanying notes are an integral part of these statements.

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E-Z-EM, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	(unaudited)		(audited)
LIABILITIES AND STOCKHOLDERS’ EQUITY	September 3, 2005		May 28, 2005

CURRENT LIABILITIES
Notes payable	$	294	$	347
Current maturities of long-term debt		91		99
Accounts payable		6,093		5,069
Accrued liabilities		7,766		9,916
Accrued income taxes		304		207


Total current liabilities		14,548		15,638

LONG-TERM DEBT, less current maturities		61		85

OTHER NONCURRENT LIABILITIES		4,934		4,205


Total liabilities		19,543		19,928

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 10,842,622 shares at September 3, 2005 and 10,827,772 shares at May 28, 2005 (excluding 89,205 shares held in treasury at September 3, 2005 and May 28, 2005)		1,084		1,083
Additional paid-in capital		28,974		28,478
Retained earnings		57,050		54,497
Accumulated other comprehensive income		3,482		1,662


Total stockholders’ equity		90,590		85,720


	$	110,133	$	105,648

The accompanying notes are an integral part of these statements.

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E-Z-EM, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF EARNINGS

(unaudited)

(in thousands, except per share data)

	Fourteen weeks ended September 3, 2005			Thirteen weeks ended August 28, 2004

Net sales	$	34,784		$	24,012
Cost of goods sold		18,911			13,996


Gross profit		15,873			10,016

Operating expenses

Selling and administrative		10,400			8,481
Plant closing and operational restructuring costs		158			601
Research and development		1,341			1,029


Total operating expenses		11,899			10,111


Operating profit (loss)		3,974			(95	)

Other income (expense)
Interest income		160			67
Interest expense		(120	)		(84	)
Other, net		(96	)		702


Earnings from continuing operations before income taxes		3,918			590

Income tax provision (benefit)		1,365			(41	)


Earnings from continuing operations		2,553			631

Earnings from discontinued operation, net of income tax provision					620


NET EARNINGS	$	2,553		$	1,251


Basic earnings per common share
From continuing operations	$	0.24		$	0.06
From discontinued operation, net of income tax provision					0.06


Net earnings	$	0.24		$	0.12


Diluted earnings per common share
From continuing operations	$	0.23		$	0.06
From discontinued operation, net of income tax provision					0.05


Net earnings	$	0.23		$	0.11

The accompanying notes are an integral part of these statements.

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E-Z-EM, Inc. and Subsidiaries

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

Fourteen weeks ended September 3, 2005

(unaudited)

(in thousands, except share data)

	Common stock				Additional paid-in capital		Retained earnings		Accumulated other comprehensive income		Total		Compre- hensive income
	Shares		Amount		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income		Total		Compre- hensive income

Balance at May 28, 2005		10,827,772	$	1,083	$	28,478	$	54,497	$	1,662	$	85,720

Exercise of stock options		14,600		1		51						52
Income tax benefits on stock options exercised						427						427
Compensation related to stock option plans, net of income tax benefit						15						15
Issuance of stock		250				3						3
Net earnings								2,553				2,553	$	2,553
Unrealized holding gain on debt and equity securities										63		63		63
Foreign currency translation adjustments										1,757		1,757		1,757


Comprehensive income													$	4,373


Balance at September 3, 2005		10,842,622	$	1,084	$	28,974	$	57,050	$	3,482	$	90,590

The accompanying notes are an integral part of this statement.

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E-Z-EM, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Fourteen weeks ended September 3, 2005			Thirteen weeks ended August 28, 2004
Cash flows from operating activities:
Net earnings	$	2,553		$	1,251
Earnings from discontinued operation, net of tax					(620	)
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities
Depreciation and amortization		919			754
Gain on sale of investments					(718	)
Provision for doubtful accounts		14			21
Tax benefit on exercise of stock options		427			103
Deferred income tax provision		4			25
Other non-cash items		23
Changes in operating assets and liabilities
Accounts receivable		(4,190	)		1,783
Inventories		(3,297	)		(1,251	)
Other current assets		358			295
Other assets		(169	)		(159	)
Accounts payable		1,024			270
Accrued liabilities		(2,792	)		(1,059	)
Accrued income taxes		97			270
Other noncurrent liabilities		78			8
Net cash provided by operating activities of discontinued operation					290

Net cash provided by (used in) operating activities		(4,951	)		1,263


Cash flows from investing activities:
Additions to property, plant and equipment, net		(414	)		(1,081	)
Available-for-sale securities
Purchases		(41,495	)		(14,355	)
Proceeds from sale		41,372			11,123
Net cash used in investing activities of discontinued operation					(261	)


Net cash used in investing activities		(537	)		(4,574	)

The accompanying notes are an integral part of these statements.

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E-Z-EM, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(unaudited)

(in thousands)

	Fourteen weeks ended September 3, 2005			Thirteen weeks ended August 28, 2004

Cash flows from financing activities:
Repayments of debt	$	(78	)	$	(93	)
Proceeds from repayment of debt by discontinued operation					3,000
Dividends paid					(3,220	)
Proceeds from exercise of stock options		52			122
Proceeds from issuance of stock in connection with the stock purchase plan		3			2
Net cash used in financing activities of discontinued operation					(29	)


Net cash used in financing activities		(23	)		(218	)


Effect of exchange rate changes on cash and cash equivalents		1,270			574


DECREASE IN CASH AND CASH EQUIVALENTS		(4,241	)		(2,955	)

Cash and cash equivalents
Beginning of period		10,183			12,334


End of period	$	5,942		$	9,379


Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	125		$	55


Income taxes	$	378		$	211

The accompanying notes are an integral part of these statements.

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E-Z-EM, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 3, 2005 and August 28, 2004

(unaudited)

NOTE A – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business

E-Z-EM, Inc. and its subsidiaries (“the Company” or “E-Z-EM”) is a leading provider of medical products used by radiologists, gastroenterologists and speech language pathologists primarily in screening for and diagnosing diseases and disorders of the gastrointestinal (GI) tract. Products are used for colorectal cancer screening, evaluation of swallowing disorders (dysphagia), and testing for other diseases and disorders of the GI system. The Company is also a third-party contract manufacturer, a business that enables the Company to leverage its capacity in quality control, process, automation and manufacturing. Prior to the spin-off of AngioDynamics, Inc. (“AngioDynamics”) on October 30, 2004, the Company was also a provider of innovative medical devices used in minimally invasive, image-guided procedures to treat peripheral vascular disease, or PVD. AngioDynamics designed, developed, manufactured and marketed a broad line of therapeutic and diagnostic devices that enabled interventional physicians (interventional radiologists, vascular surgeons and others) to treat PVD and other non-coronary diseases.

Basis of Presentation

The consolidated balance sheet as of September 3, 2005, the consolidated statement of stockholders’ equity and comprehensive income for the period ended September 3, 2005, and the consolidated statements of earnings and cash flows for the fourteen weeks ended September 3, 2005 and thirteen weeks ended August 28, 2004, have been prepared by the Company without audit. The consolidated balance sheet as of May 28, 2005 was derived from audited consolidated financial statements. In the opinion of management, all adjustments (which include only normally recurring adjustments) necessary to present fairly the financial position, changes in stockholders’ equity and comprehensive income, results of operations and cash flows at September 3, 2005 (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 Annual Report on Form 10-K for the fiscal year ended May 28, 2005 filed by the Company on August 11, 2005. The results of operations for the periods ended September 3, 2005 and August 28, 2004 are not necessarily indicative of the operating results for the respective full years.

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E-Z-EM, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 3, 2005 and August 28, 2004

(unaudited)

NOTE A – NATURE OF BUSINESS AND BASIS OF PRESENTATION (continued)

The consolidated financial statements include the accounts of E-Z-EM, Inc. and all wholly owned subsidiaries, as well as the accounts of AngioDynamics, an 80.4%-owned subsidiary, through its spin-off on October 30, 2004. As a result of the spin-off, AngioDynamics is reported separately as a discontinued operation for the period ended August 28, 2004 within the consolidated financial statements (see Note B. Discontinued Operation). All significant intercompany balances and transactions have been eliminated.

NOTE B – DISCONTINUED OPERATION

On May 27, 2004, AngioDynamics, the Company’s former subsidiary, sold 1,950,000 shares of its common stock at $11.00 per share through an initial public offering (“IPO”). Proceeds from the IPO, net of certain financing costs, totaling $19,949,000 were received by AngioDynamics on June 2, 2004. At May 29, 2004, E-Z-EM owned 9,200,000 shares, or 82.5% of the 11,150,000 shares outstanding. On June 15, 2004, the underwriters of the IPO exercised their over-allotment option and acquired 292,500 shares at $11.00 per share, less underwriting discounts and commissions, and on June 18, 2004, AngioDynamics received net proceeds of $2,992,000. At June 15, 2004, E-Z-EM’s ownership interest in AngioDynamics decreased to 80.4%.

On October 30, 2004, the Company completed the spin-off of AngioDynamics by means of a tax-free distribution of the Company’s remaining 80.4% ownership of AngioDynamics. In February 2004, the Company received a favorable private letter ruling from the Internal Revenue Service regarding the tax-free treatment of the distribution of E-Z-EM’s remaining ownership in AngioDynamics. The Company made a pro rata distribution of its 9,200,000 shares of AngioDynamics common stock on October 30, 2004 to E-Z-EM shareholders of record as of October 11, 2004 (the “Record Date”). Based on the shares outstanding of each company on the Record Date, E-Z-EM shareholders received .856377 shares of AngioDynamics stock for each share of E-Z-EM stock they owned on the Record Date. For all periods presented, AngioDynamics is accounted for as a discontinued operation in the Company’s financial statements in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for Impairment and Disposal of Long-Lived Assets.” Amounts in the financial statements and related notes for all periods shown have been reclassified to reflect the discontinued operation.

In fiscal 2004, E-Z-EM entered into three agreements with AngioDynamics – a master separation and distribution agreement, a corporate agreement and a tax allocation and indemnification agreement – that relate to its relationship with AngioDynamics both before and after the separation of AngioDynamics from the Company. All of the agreements between the Company and AngioDynamics were made in the context of a parent-subsidiary relationship and were negotiated in the overall context of the spin-off.

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E-Z-EM, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 3, 2005 and August 28, 2004

(unaudited)

NOTE B – DISCONTINUED OPERATION (continued)

Summarized results of operations for AngioDynamics, including minority interest, as reported in earnings from discontinued operation in the accompanying consolidated statement of earnings for the period ended August 28, 2004 are as follows (amounts in thousands):

Net sales
From unaffiliated customers	$	12,858
From affiliates		247


Total net sales	$	13,105


Earnings before income taxes and minority interest	$	1,290
Income tax provision		524


Earnings before minority interest		766
Minority interest		146


Earnings from discontinued operation	$	620

NOTE C - STOCK-BASED COMPENSATION

At September 3, 2005, the Company had three stock-based compensation plans. The Company accounts for these plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. Accordingly, no compensation expense has been recognized under these plans concerning options granted to key employees and to members of the Board of Directors, as all such options granted had an exercise price equal to or greater than the market value of the underlying common stock on the date of grant. For the fourteen weeks ended September 3, 2005, compensation expense of $23,000 was recognized under these plans for options granted to a former director serving as a consultant.

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E-Z-EM, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 3, 2005 and August 28, 2004

(unaudited)

NOTE C - STOCK-BASED COMPENSATION (continued)

The following table illustrates the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to options granted under these plans to key employees and to members of the Board of Directors:

	Fourteen weeks ended September 3, 2005			Thirteen weeks ended August 28, 2004
	(in thousands, except per share data)

Net earnings, as reported	$	2,553		$	1,251
Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of income tax effects		(286	)		(358	)


Pro forma net earnings	$	2,267		$	893


Earnings per common share
Basic - as reported	$	.24		$	.12
Basic - pro forma		.21			.08

Diluted - as reported	$	.23		$	.11
Diluted - pro forma		.21			.08

During the fourteen weeks ended September 3, 2005, options for 207,500 shares were granted at $14.48 per share, options for 14,600 shares were exercised at prices ranging from $3.55 to $3.64 per share, options for 995 shares expired at $3.55 per share, and no options were forfeited under the 1983, 1984 and 2004 Stock Option Plans.

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E-Z-EM, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 3, 2005 and August 28, 2004

(unaudited)

NOTE D - 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.

The following table sets forth the reconciliation of the weighted average number of common shares:

	Fourteen weeks ended September 3, 2005
	(in thousands)
Basic		10,837	10,732
Effect of dilutive securities (stock options)		163	200

Diluted		11,000	10,932

Excluded from the calculation of earnings per common share, are options to purchase 614,500 and 8,000 shares of common stock for the fourteen weeks ended September 3, 2005 and the thirteen weeks ended August 28, 2004, respectively, as their inclusion would be anti-dilutive. For the fourteen weeks ended September 3, 2005, the range of exercise prices on the excluded options was $14.23 to $14.68 per share and, for the thirteen weeks ended August 28, 2004, the exercise price on the excluded options was $18.70 per share.

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E-Z-EM, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 3, 2005 and August 28, 2004

(unaudited)

NOTE E - EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In March 2004, the Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force (“EITF”) released Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” EITF 03-1 provides guidance for determining whether impairment for certain debt and equity investments is other-than-temporary and the measurement of an impaired loss. Certain disclosure requirements of EITF 03-1 were adopted in fiscal 2004 and the Company has complied with the new disclosure requirements in its consolidated financial statements. The recognition and measurement requirements of EITF 03-1 were initially effective for reporting periods beginning after June 15, 2004. In September 2004, the FASB Staff issued FASB Staff Position (“FSP”) EITF 03-1-1 that delayed the effective date for certain measurement and recognition guidance contained in EITF 03-1. The FSP requires that entities continue to apply previously existing “other-than-temporary” guidance until a final consensus is reached. The Company does not anticipate that the issuance of a final consensus will materially impact its financial condition or results of operations.

In November 2004, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 151, “Inventory Costs”, an amendment of ARB No. 43, Chapter 4. The amendments made by SFAS No. 151 will improve financial reporting by clarifying that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and by requiring the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning after November 24, 2004. The adoption of this statement is not expected to have a material impact on the Company’s financial condition or results of operations.

In December 2004, the FASB issued SFAS No. 123 (R), “Share-Based Payment”, which revises SFAS No. 123, “Accounting for Stock-Based Compensation” and supercedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No. 123 (R) establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. This statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123 (R) requires that the fair value of such equity instruments be recognized as an expense in the historical financial statements as services are performed. Prior to SFAS No. 123 (R), only certain pro forma disclosures of fair value were required. In April 2005, the Securities and Exchange Commission adopted a new rule that amended the compliance dates of SFAS No. 123 (R) to require the implementation no later than the beginning of the first annual reporting period beginning after June 15, 2005. The adoption of this statement may have a material impact on the Company’s financial statements commencing with the fiscal quarter ending September 2, 2006.

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E-Z-EM, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 3, 2005 and August 28, 2004

(unaudited)

NOTE E - EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (continued)

In June 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements.” SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principle. Previously, most voluntary changes in accounting principles were required recognition via a cumulative effect adjustment within net income for the period of the change. SFAS No. 154 requires retrospective application to prior periods’ financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005; however, SFAS No. 154 does not change the transition provisions of any existing accounting pronouncements. The Company does not believe the adoption of SFAS No. 154 will have a material impact on its financial statements.

NOTE F - COMPREHENSIVE INCOME

The components of comprehensive income, net of related tax, are as follows:

	Fourteen weeks ended September 3, 2005		Thirteen weeks ended August 28, 2004
	(in thousands)
Net earnings	$	2,553	$ 1,251
Unrealized holding gain on debt and equity securities:
Arising during the period		63	375
Reclassification adjustment for gains included in net earnings			(718	)
Decrease in fair value on interest rate swap arising during the period			(55	)
Foreign currency translation adjustments arising during the period		1,757	876


Comprehensive income	$	4,373	$ 1,729

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E-Z-EM, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 3, 2005 and August 28, 2004

(unaudited)

NOTE F - COMPREHENSIVE INCOME (continued)

The components of accumulated other comprehensive income, net of related tax, are as follows:

	September 3, 2005		May 28, 2005
	(in thousands)
Unrealized holding gain on debt and equity securities	$	371	$	308
Cumulative translation adjustments		3,111		1,354


Accumulated other comprehensive income	$	3,482	$	1,662

NOTE G – PLANT CLOSING AND OPERATIONAL RESTRUCTURING

In the fourth quarter of fiscal 2005, the Company substantially completed its plan to further streamline its operations, specifically by moving its powder-based barium production in Westbury, N.Y. to its manufacturing facility in Montreal, Canada. For the fourteen weeks ended September 3, 2005 and the thirteen weeks ended August 28, 2004, project costs aggregated $158,000 and $601,000, respectively. At September 3, 2005 and May 28, 2005, the liability for this restructuring, which is included in accrued liabilities, approximated $296,000 and $598,000, respectively. The Company intends to sell the property encompassing its Westbury manufacturing facility in fiscal 2006. No loss is expected on the sale of this property, which had a carrying value of $3,553,000 at September 3, 2005 and has been reported as assets held for disposal in the accompanying balance sheet.

NOTE H - INVENTORIES

Inventories consist of the following:

	September 3, 2005		May 28, 2005
	(in thousands)
Finished goods	$	10,717	$	10,305
Work in process		205		573
Raw materials		15,197		11,944


	$	26,119	$	22,822

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E-Z-EM, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 3, 2005 and August 28, 2004

(unaudited)

NOTE I – DEBT AND EQUITY SECURITIES

During the thirteen weeks ended August 28, 2004, the Company sold 100,000 shares of its investment in Cedara Software Corporation, resulting in a gain on sale of $718,000, which is included in the consolidated statement of earnings under the caption “Other, net”.

NOTE J – INCOME TAXES

For the thirteen weeks ended August 28, 2004, the Company reported an income tax benefit of $41,000 against earnings from continuing operations before income taxes of $590,000 due to the reversal of a valuation allowance relating to a previously impaired, non-core equity security sold during the thirteen weeks ended August 28, 2004.

NOTE K – CONTINGENCIES

Litigation Matters

The Company was named as a co-defendant in an action entitled Jeffrey Madison d/b/a Maqguide.com vs. Avail Medical Products, Inc. et al., Case No. 05CC03584 filed in Superior Court for the State of California, Orange County, on February 28, 2005. The complaint alleges that in March 2003, the Company sought a contract manufacturer to manufacture and supply certain medical products and the Company, acting through its agent, Sopheon Corporation, solicited Maqguide to assist in this process. The complaint alleges that, acting on this information, Maqguide contacted Avail Medical Products, Inc., or Avail, about this opportunity and helped negotiate a final agreement between the Company and Avail. The complaint further alleges that Maqguide had an agreement with Avail that required Avail to pay a commission to Maqguide upon the execution of the agreement with the Company. The complaint alleges 18 causes of action against all of the defendants, including breach of contract, breach of the covenant of good faith, quantum meruit, fraud and deceit, promissory estoppel, conspiracy and conversion. The complaint seeks compensatory, punitive and other monetary damages in an unspecified amount in excess of $25,000. The Company has engaged counsel to defend this matter and believes that the allegations against it are without merit and intends to vigorously defend this action.

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E-Z-EM, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 3, 2005 and August 28, 2004

(unaudited)

NOTE K – CONTINGENCIES (continued)

AngioDynamics and E-Z-EM were named as co-defendants in an action entitled Duhon, et. al vs. Brezoria Kidney Center, Inc. et. al, case no. 27084 filed in the District Court of Brezoria County, Texas, 239^th Judicial District on December 29, 2003. The complaint alleged that AngioDynamics and its co-defendants, E-Z-EM and Medical Components, Inc. or Medcomp, designed, manufactured, sold, distributed and marketed a defective catheter that was used in the treatment of, and caused the death of, a hemodialysis patient, as well as committed other negligent acts. The complaint sought compensatory and other monetary damages in unspecified amounts. Under AngioDynamics’ distribution agreement with Medcomp, Medcomp was required to indemnify AngioDynamics against all its costs and expenses, as well as losses, liabilities and expenses (including reasonable attorneys’ fees) that relate in any way to products covered by the agreement, and Medcomp accepted the defense of the action. This matter has been settled and an order for dismissal with prejudice was entered into the court on August 5, 2005.

In accordance with the Master Separation and Distribution Agreement between AngioDynamics and E-Z-EM, AngioDynamics has agreed to indemnify E-Z-EM against any claims that arise out of the business operations of AngioDynamics prior to its spin-off (October 30, 2004) in which E-Z-EM is a named defendant solely because E-Z-EM was the sole stockholder of AngioDynamics.

The Company is party to other claims, legal actions and complaints that arise in the ordinary course of business. The Company believes that any liability that may ultimately result from the resolution of these matters will not, individually or in the aggregate, have a material adverse effect on its financial position or results of operations.

Other Matters

During 2004, the Company was notified by a competitor that it believed specific claims contained in issued United States patents owned by this competitor may be relevant to certain features of the Company’s electromechanical injector systems. In August 2005, the Company entered into a licensing arrangement covering the design and form of its injector systems as of the date of such agreement. At May 28, 2005, the Company recorded an estimated liability in this matter of $350,000 that the Company believes relieved it of all claims relating to prior sales.

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E-Z-EM, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 3, 2005 and August 28, 2004

(unaudited)

NOTE K – CONTINGENCIES (continued)

Concentration of Credit Risk

For the fourteen weeks ended September 3, 2005 and the thirteen weeks ended August 28, 2004, sales of products to SourceOne Healthcare Technologies, Inc. (“SourceOne”) represented 33% and 28% of total sales, respectively. Approximately 39% and 31% of accounts receivable pertained to SourceOne at September 3, 2005 and May 28, 2005, respectively. While the accounts receivable related to this distributor are significant, the Company does not believe the credit loss risk to be significant given the consistent payment history and credit worthiness of this distributor.

NOTE L - COMMON STOCK

Stock Repurchase Program

In March 2003, the Board of Directors authorized the repurchase of up to 300,000 shares of the Company’s common stock at an aggregate purchase price of up to $3,000,000. During the fourteen weeks ended September 3, 2005, no shares were repurchased under this program. In aggregate, the Company has repurchased 74,234 shares of common stock for approximately $716,000 under this program.

Cash Dividends

In June 2004, the Company’s Board of Directors declared a cash dividend of $.30 per outstanding share of the Company’s common stock. The dividend, which aggregated $3,220,000, was distributed on July 1, 2004 to shareholders of record as of June 15, 2004. Future dividends are subject to Board of Directors’ review of operations and financial and other conditions then prevailing.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read together with the consolidated financial statements and the notes thereto and other information included elsewhere in this Quarterly Report on Form 10-Q.

Forward-Looking Statements and Risk Factors

Our disclosure and analysis in this report, including but not limited to the information discussed in this Item 2, contain forward-looking information about our company’s financial results and estimates, business prospects and products in research that involve substantial risks and uncertainties. From time to time, we also may provide oral or written forward-looking statements in other materials we release to the public. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historic or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” and other words and terms of similar meaning in connection with any discussion of future operations or financial performance. In particular, these include statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, interest rates, foreign exchange rates, the outcome of contingencies, such as legal proceedings, and financial results. Among the risk factors that could cause actual results to differ materially are the following:

•

our pricing flexibility is constrained by the formation of large Group Purchasing Organizations;

•

if we fail to adequately protect our intellectual property rights, our business may suffer;

•

if third parties claim that our products infringe their intellectual rights, we may be forced to expend significant financial resources and management time defending against such actions and our results of operations could suffer;

•

we currently purchase significant amounts of finished products, product components and raw materials from several single-source suppliers;

•

our reliance on our sole Canadian manufacturing facility to produce substantially all of our CT and X-ray fluoroscopy barium sulfate formulation products may impair our ability to respond to natural disasters or other adverse events, and also exposes us to the effects of changes in Canadian dollar – U.S. dollar exchange rate;

•

the market potential for our Reactive Skin Decontamination Lotion product is uncertain and sales in this market are complex;

•

if we fail to develop new products and enhance existing products, we could lose market share to our competitors and our results of operations could suffer;

•

the adoption rate of virtual colonoscopy as a screening modality for colon cancer has been slower than we anticipated;

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•

the market dynamics and competitive environment in the healthcare industry are subject to rapid change, which may affect our operations;

•

if we cannot obtain approval from governmental agencies for new or modified products, we will not be able to sell those products;

•

inadequate levels of reimbursement from governmental or other third-party payors for procedures using our products may cause our revenues to decline; and

•

if we incur a tax liability in connection with our spin-off of AngioDynamics, we would be required to pay a potentially significant expense, which would diminish our financial resources.

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our Forms 10-Q, 8-K and 10-K reports to the Securities and Exchange Commission. Our Form 10-K filing for the 2005 fiscal year listed various important factors that could cause actual results to differ materially from expected and historic results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. Readers can find them in Item 7 of that filing under the heading “Risk Factors.” You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

Overview

We are a leading provider of medical diagnostic oral contrast agents and devices used in the diagnosis of abdominal disease. Our customers include radiologists and gastroenterologists. We are focused on becoming a worldwide CT solutions company for the computed tomography (CT) market. This focus is driven by the trend away from older fluoroscopic procedures (e.g., barium enema) to CT-based applications for imaging the abdominal tract. Frost & Sullivan, a leading market research firm, has estimated that CT procedures in the U.S. will grow at 11.25% compound annual growth rate over the period 2003 through 2010.

We have pioneered solutions for the emerging area of Virtual Colonography, which may offer unique capabilities for the early detection of colorectal cancer, and have also developed new contrast agents (e.g., VoLumen) that focus on CT and CT Angiography applications in Multidetector CT technology. We also manufacture and market several lines of CT power injectors, which are used to deliver CT contrast agents. Our Empower CT injector was recently rated Number 1 in user satisfaction among vendors of CT power injectors by MD Buyline.

In addition to our products for the radiology market, we have continued to focus our efforts in the area of healthcare decontamination. Reactive Skin

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Decontamination Lotion (RSDL) is a liquid skin decontaminant that is effective in neutralizing a broad spectrum of chemical warfare and toxic agents. On April 7, 2005, we purchased from our strategic partner, O’Dell Engineering, all its assets related to the RSDL technology, principally consisting of the marketing rights to this product. We now have exclusive, worldwide rights to the RSDL technology for the military and first-responder markets. Prior to the acquisition, we were the exclusive manufacturer of RSDL under an agreement between O’Dell Engineering and our Canadian subsidiary. We have begun staffing key positions within our RSDL product team.

In mid-December 2004, our principal competitor, Mallinckrodt, a division of Tyco International Ltd., initiated a recall of its liquid barium products due to potential microbial contamination. As a result, we estimate that our current quarter net sales were favorably affected by $5.5 million to $6.0 million due to our ability to provide replacement products. In the fourth quarter of fiscal 2005, Mallinckrodt returned to market with one of their products. However, we have no specific knowledge of Mallinckrodt’s plans to re-enter the market with their remaining products, but we expect their re-entry shortly. We are unable to predict what effect Mallinckrodt’s return to the market will have on our business.

In the fourth quarter of fiscal 2005, we received notice of price increases from several of our single-source processed barium suppliers. While this had minimal affect on the current quarter operating results, we estimate it will increase our raw materials cost by approximately $0.8 million in fiscal 2006. We currently are evaluating various alternatives to mitigate this cost increase.

As of the end of fiscal 2005, we became subject to the accelerated filing requirements and the Section 404 internal control requirements of the Sarbanes-Oxley Act of 2002. As an accelerated filer, our quarterly and annual SEC reports are subject to more stringent filing deadlines. Additionally, under Section 404 of the Act, we are required to maintain a system of internal control over financial reporting and to evaluate and determine the effectiveness of our internal control over financial reporting. During the current quarter, we dedicated significant amounts of time and resources to these compliance efforts. We incurred outside consulting and auditing costs of $102,000 in the current quarter, and we expect that our costs for continuing Sarbanes-Oxley compliance will be significant.

Results of Operations

Our quarters ended September 3, 2005 and August 28, 2004 represent fourteen weeks and thirteen weeks, respectively.

Consolidated Results of Operations

For the quarter ended September 3, 2005, we reported net earnings of $2,553,000, or $.24 and $.23 per common share on a basic and diluted basis, respectively, as compared to net earnings of $1,251,000, or $.12 and $.11 per common share on a basic and diluted basis, respectively, for the comparable period of last year.

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The following table sets forth earnings from continuing operations and earnings from discontinued operation:

	Fourteen weeks ended September 3, 2005		Thirteen weeks ended August 28, 2004
	(in thousands)
Earnings from continuing operations	$	2,553	$	631
Earnings from discontinued operation				620

Net earnings	$	2,553	$	1,251

Our operating results are expressed as a percentage of net sales in the following table:



Net sales	100.0	%	100.0	%
Cost of goods sold	54.4		58.3


Gross profit	45.6		41.7

Operating expenses
Selling and administrative	29.9		35.3
Plant closing and operational restructuring costs	0.4		2.5
Research and development	3.9		4.3


Total operating expenses	34.2		42.1


Operating profit (loss)	11.4		(0.4	)

Other income (expense)
Interest income	0.5		0.3
Interest expense	(0.4	)	(0.3	)
Other, net	(0.3	)	2.9


Earnings from continuing operations before income taxes	11.2		2.5

Income tax provision (benefit)	3.9		(0.1	)


Earnings from continuing operations	7.3		2.6


Earnings from discontinued operation, net of income tax provision	—		2.6


NET EARNINGS	7.3	%	5.2	%

Continuing Operations

Operating results for the current quarter were favorably affected by increased sales and improved gross profit, partially offset by increased

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operating expenses. Results for the current quarter included $158,000 pre-tax, or $.01 per basic share, and the comparative quarter included $601,000 pre-tax, or $.04 per basic share, in plant closing and operational restructuring costs related to the moving of our powder-based barium production to our manufacturing facility in Montreal, Canada.

Net sales for the quarter ended September 3, 2005 increased 45%, or $10,772,000, as compared to the quarter ended August 28, 2004, due to sales growth, of which we estimate from $5,500,000 to $6,000,000 was attributable to the liquid barium product recall by our principal competitor, Mallinckrodt, and the five additional shipping days in the current quarter. The increase in net sales attributable to the Mallinckrodt recall primarily affected CT imaging and X-ray fluoroscopy products. Price increases, which accounted for less than 1% of net sales for the current quarter, had minimal effect on sales since a significant portion of our domestic products are sold under long-term group purchasing organization contracts. On a product line basis, the net sales increase resulted from increased sales of CT imaging contrast products, particularly our CT Smoothie lines, CT injector systems and CT syringes totaling $7,230,000, X-ray fluoroscopy products of $1,943,000 and all other products of $1,599,000.

Net sales in international markets, including direct exports from the U.S., increased 31%, or $2,378,000, for the current quarter from the prior year’s quarter due to increased sales of defense decontaminants of $686,000, X-ray fluoroscopy products of $532,000, CT imaging products of $479,000, contract manufacturing products of $351,000 and all other products of $330,000.

The following table sets forth net sales by product category for the quarters ended September 3, 2005 and August 28, 2004:

	2005				2004
	$		%		$		%
	(dollars in thousands)
CT Imaging Contrast	$	11,064		31.8	$	5,470	22.8

CT Injector Systems		5,487		15.8		3,851	16.0


Total CT Imaging		16,551		47.6		9,321	38.8
X-Ray Fluoroscopy		11,538		33.2		9,595	40.0
Contract Manufacturing		1,411		4.0		1,060	4.4
Accessory Medical Devices		1,407		4.0		1,308	5.4
Gastroenterology		1,338		3.8		1,143	4.8
Virtual Colonoscopy		828		2.4		863	3.6
Defense Decontaminants		751		2.2		48	0.2
Other		960		2.8		674	2.8


	$	34,784		100.0	$	24,012	100.0

Gross profit, expressed as a percentage of net sales, improved to 46% for the current quarter from 42% for the comparable quarter of the prior year due primarily to favorable changes in sales product mix, increased production throughput and sales price increases, including the effects of lower distributor rebates as a percentage of sales. Favorable changes in sales product mix can be attributed, in large part, to the increased sales resulting from the Mallinckrodt recall.

Selling and administrative (“S&A”) expenses were $10,400,000 for the quarter ended September 3, 2005 compared to $8,481,000 for the quarter ended August 28, 2004. This increase of $1,919,000, or 23%, was due, in large part, to increased compensation costs, including fringe benefits, of $865,000,

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additional infrastructure to support our defense decontaminants business of $448,000 and outside consulting and auditing costs of $102,000 for Sarbanes-Oxley Act Section 404 compliance efforts.

Research and development (“R&D”) expenditures increased 30% for the current quarter to $1,341,000, or 4% of net sales, from $1,029,000, or 4% of net sales, for the comparable quarter of the prior year due to increased spending for a CT development project. Of the R&D expenditures for the current quarter, approximately 57% relate to X-ray fluoroscopy and CT imaging projects, 32% to general regulatory costs, 9% to gastroenterology projects and 2% to other projects. R&D expenditures are expected to continue at approximately current levels.

Other income and expenses totaled $56,000 of expense for the current quarter compared to $685,000 of income for the comparable period of last year. The comparable period of last year included a $718,000 gain on the sale of a non-core equity security.

For the quarter ended September 3, 2005, our effective tax rate of 35% differed from the Federal statutory tax rate of 34% due primarily to non-deductible expenses, partially offset by tax-exempt income. For the quarter ended August 28, 2004, we reported an income tax benefit of $41,000 against earnings from continuing operations before income taxes of $590,000 due primarily to the reversal of a valuation allowance relating to a previously impaired, non-core equity security sold in the quarter ended August 28, 2004, partially offset by non-deductible expenses.

Discontinued Operation

We have consolidated the financial statements of AngioDynamics and reported its results as a discontinued operation in an amount equal to our percentage of equity ownership through October 30, 2004, the date on which our spin-off of AngioDynamics was completed. Since the spin-off occurred in the second quarter of our prior year, the results for the discontinued operation were excluded from the accompanying consolidated statement of earnings for the current quarter.

Summarized results of operations for AngioDynamics, including minority interest, as reported in earnings from discontinued operation in the accompanying consolidated statement of earnings for the quarter ended August 28, 2004 are as follows (amounts in thousands):


Net sales
From unaffiliated customers	$	12,858
From affiliates		247


Total net sales	$	13,105


Earnings before income taxes and minority interest	$	1,290
Income tax provision		524


Earnings before minority interest		766
Minority interest		146


Earnings from discontinued operation	$	620

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Liquidity and Capital Resources

For the quarter ended September 3, 2005, operations and capital expenditures were funded by working capital and cash reserves. Our policy has generally been to fund operations and capital requirements without incurring significant debt. At September 3, 2005, debt (notes payable, current maturities of long-term debt and long-term debt) was $446,000, as compared to $531,000 at May 28, 2005. We have available $1,684,000 under a bank line of credit, of which no amounts were outstanding at September 3, 2005.

Our contractual obligations and their effect on liquidity and cash flows as of September 3, 2005 are set forth in the table below. We have no variable interest entities or other off-balance sheet obligations.

	Payments Due By Period as of September 3, 2005
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Contractual Obligations:
Long-term debt	$	152	$	91	$	61
Notes payable		294		294
Operating leases (1)		8,379		1,770		3,381	$	3,136	$	92
Purchase obligations (1)		2,201		2,201
Employment contract (1)		680		680
Consulting contracts (1)		56		42		14
Other long-term liabilities reflected on the consolidated balance sheet
Deferred compensation (2)		2,701		18		42		54		2,587
Asset acquisition		2,000		1,300		700
License arrangement		1,300		650		650
Accrued retirement benefits		179		43				68		68


Total	$	17,942	$	7,089	$	4,848	$	3,258	$	2,747

(1)

The non-cancelable operating leases, purchase obligations, and employment and consulting contracts are not reflected on the consolidated balance sheet under accounting principles generally accepted in the United States of America. The purchase obligations consist primarily of finished good product and component parts.

(2)	Deferred compensation costs covering active employees are assumed payable after five years, although certain circumstances, such as termination, would require earlier payment.

At September 3, 2005, approximately $24,484,000, or 22%, of our assets consisted of cash and cash equivalents and short-term debt and equity securities. The current ratio was 5.38 to 1, with net working capital of $63,699,000, at September 3, 2005, compared to the current ratio of 4.81 to 1, with net working capital of $59,612,000, at May 28, 2005. The increase in working capital is due, in large part, to increased inventory of $3,297,000, to support our increased business, and increased accounts receivable of $4,176,000, resulting from high sales volumes during the month of August. We believe that our cash reserves, cash provided from continuing operations and existing bank line of credit will provide sufficient liquidity to meet our current obligations for the next 12 months.

In March 2003, the Board of Directors authorized the repurchase of up to 300,000 shares of our common stock at an aggregate purchase price of up to

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$3,000,000. During the quarter ended September 3, 2005, no shares were repurchased under this program. In aggregate, we have repurchased 74,234 shares of common stock for approximately $716,000 under this program.

In June 2004, our Board of Directors declared a cash dividend of $.30 per outstanding share of our common stock. The dividend, which aggregated $3,220,000, was distributed on July 1, 2004 to shareholders of record as of June 15, 2004. Future dividends are subject to our Board of Directors’ review of operations and financial and other conditions then prevailing.

Critical Accounting Policies

Our significant accounting policies are summarized in Note A to the Consolidated Financial Statements included in our Annual Report on Form 10-K for our fiscal year ended May 28, 2005. While all these significant accounting policies affect the reporting of our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require us to use a greater degree of judgment and/or estimates. Actual results may differ from those estimates.

We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgment or estimate methodologies would cause a material effect on our 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

We recognize revenues in accordance with generally accepted accounting principles as outlined in Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements,” which requires that four basic criteria be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) the price is fixed or determinable; (3) collectibility is reasonably assured; and (4) product delivery has occurred or services have been rendered. Decisions relative to criterion (3) regarding collectibility are based upon our judgments, as discussed under “Accounts Receivable” below, and should conditions change in the future and cause us to determine this criterion is not met, our results of operations may be affected. We recognize revenue on the date the product is shipped, which is when title passes to the customer. Shipping and credit terms are negotiated on a customer-by-customer basis. Products are shipped primarily to distributors at an agreed upon list price. The distributor then resells the products primarily to hospitals and, depending upon contracts between us, the distributor and the hospital, the distributor may be entitled to a rebate. We deduct all rebates from sales and have a provision for rebates based on historical information for all rebates that have not yet been submitted to us by the distributors.

Changes in our rebate allowance for the quarter ended September 3, 2005 are as follows (amounts in thousands):


Beginning balance	$	1,397
Provision for rebates		6,963
Rebate credits issued		(6,250	)


Ending balance	$	2,110

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The rebate allowance is comprised of three components:

•	actual rebate requests received from distributors prior to the closing of our financial statements;

•	an estimate, compiled by distributor, of rebate requests not yet received based on historical submissions, adjusted for any material changes in purchasing patterns or market conditions; and

•

an estimate of distributors’ inventory-on-hand available for future sale pursuant to a group purchasing organization (“GPO”) contract. We do not have visibility as to the specific inventory levels held by our distributors. However, based on discussions with our customers, who uniformly attempt to maintain a just-in-time purchasing program, and our knowledge of their ordering patterns, we estimate a one-week wholesale inventory level. Since most of our product sales are subject to GPO contracts, most distributor inventory-on-hand will be subject to rebate. This portion of the rebate estimate is derived by first determining the total quantity of each product sold by us during the last week of the fiscal period multiplied by two factors, (a) and (b), where (a) is the percentage of each product rebated during the prior six-month period based on historical sales and (b) is the average rebate paid on that product during this period.

All product returns must be pre-approved by us and may be subject to a 20% restocking charge. To be accepted, a returned product must be unadulterated, undamaged and must have at least 12 months remaining on its stated expiration date. We record revenue on warranties and extended warranties on a straight-line basis over the term of the related warranty contracts, which generally cover one year. Deferred revenues related to warranties and extended warranties were $516,000 and $505,000 at September 3, 2005 and May 28, 2005, respectively. Service costs are expensed as incurred.

Accounts Receivable

Accounts receivable are generally due within 30 to 90 days and are stated at amounts due from customers, net of an allowance for doubtful accounts. We perform ongoing credit evaluations and adjust credit limits based upon payment history and the customer’s current credit worthiness, as determined by a review of their current credit information. We continuously monitor aging reports, collections and payments from customers, and maintain a provision for estimated credit losses based upon historical experience and any specific customer collection issues we identify. While such credit losses have historically been within expectations and the provisions established, we cannot guarantee the same credit loss rates will be experienced in the future. We write off accounts receivable when they become uncollectible. At September 3, 2005 and May 28, 2005, our allowance for doubtful accounts was $882,000 and $869,000, respectively. Concentration risk exists relative to our accounts receivable, as 39% and 31%, respectively, of our total accounts receivable balance at September 3, 2005 and May 28, 2005 is concentrated in one distributor. While the accounts receivable related to this distributor are significant, we do not believe the credit loss risk to be significant given the distributor’s consistent payment history and credit worthiness.

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Changes in our allowance for doubtful accounts for the quarter ended September 3, 2005 are as follows (amounts in thousands):


Beginning balance	$	869
Provision for doubtful accounts		14
Write-offs		(1	)


Ending balance	$	882

Income Taxes

In preparing our financial statements, income tax expense is calculated for each jurisdiction in which we operate. This 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 our ability to generate future taxable income. Where their recovery is not likely, we establish a valuation allowance and record a corresponding additional tax expense in our statement of earnings. If actual results differ from our estimates due to changes in assumptions, the provision for income taxes could be materially affected.

Inventories

We value inventories at the lower of cost (on the first-in, first-out method) or market. On a quarterly basis, we review inventory quantities on hand and analyze the provision for excess and obsolete inventory based primarily on product expiration dating and our estimated sales forecast, which is based on sales history and anticipated future demand. Our estimates of future product demand may not be accurate and we may understate or overstate the provision required for excess and obsolete inventory. Accordingly, any significant unanticipated changes in demand could have a significant impact on the value of our inventory and results of operations. At September 3, 2005 and May 28, 2005, our reserve for excess and obsolete inventory was $1,960,000 and $1,902,000, respectively.

Property, Plant and Equipment

We state property, plant and equipment at cost, less accumulated depreciation, and depreciate principally using the straight-line method over their estimated useful lives. We determine this based on our estimates of the period over which the asset will generate revenue. Any change in condition that would cause us to change our estimate of the useful lives of a group or class of assets may significantly affect depreciation expense on a prospective basis.

Effects of Recently Issued Accounting Pronouncements

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Staff Position (“FSP”) EITF 03-1-1 that delayed the effective date for certain measurement and recognition guidance contained in EITF 03-1. The FSP requires that entities continue to apply previously existing “other-than-temporary” guidance until a final consensus is reached. We do not anticipate that the issuance of a final consensus will materially impact our financial condition or results of operations.

In December 2004, the FASB issued SFAS No. 123 (R), “Share-Based Payment”, which revises SFAS No. 123, “Accounting for Stock-Based Compensation” and supercedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No. 123 (R) establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. This statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123 (R) requires that the fair value of such equity instruments be recognized as an expense in the historical financial statements as services are performed. Prior to SFAS No. 123 (R), only certain pro forma disclosures of fair value were required. In April 2005, the Securities and Exchange Commission adopted a new rule that amended the compliance dates of SFAS No. 123 (R) to require the implementation no later than the beginning of the first annual reporting period beginning after June 15, 2005. The adoption of this statement may have a material impact on our financial statements commencing with the fiscal quarter ending September 2, 2006.

In June 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements.” SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principle. Previously, most voluntary changes in accounting principles were required recognition via a cumulative effect adjustment within net income of the period of the change. SFAS No. 154 requires retrospective application to prior periods’ financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005; however, SFAS No. 154 does not change the transition provisions of any existing accounting pronouncements. We do not believe the adoption of SFAS No. 154 will have a material impact on our financial statements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are 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 our results of operations and financial position. We do not currently engage in any hedging or market risk management tools. There have been no material changes with respect to market risk previously disclosed in our Annual Report on Form 10-K for our 2005 fiscal year.

Foreign Currency Exchange Rate Risk

The financial reporting of our international subsidiaries is denominated in currencies other than the U.S. dollar. Since the functional currency of our international subsidiaries is the local currency, foreign currency translation adjustments are accumulated as a component of accumulated other comprehensive income in stockholders’ equity. Assuming a hypothetical aggregate change in the exchange rates of foreign currencies versus the U.S. dollar of 10% at September 3, 2005, our assets and liabilities would increase or decrease by $3,790,000 and $605,000, respectively, and our net sales and net earnings would increase or decrease by $2,608,000 and $344,000, respectively, on an annual basis.

We also maintain 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 September 3, 2005, our pre-tax earnings would be favorably or unfavorably impacted by approximately $1,002,000 on an annual basis.

Interest Rate Risk

Our excess cash is invested in highly liquid, short-term, investment grade securities with maturities of less than one year. These investments are not held for speculative or trading purposes. Changes in interest rates may affect the investment income we earn on cash, cash equivalents and debt securities and therefore affect our cash flows and results of operations. As of September 3, 2005, we were exposed to interest rate change market risk with respect to our investments in tax-free municipal bonds in the amount of $18,385,000. The bonds bear interest at a floating rate established between seven and 35 days. For the quarter ended September 3, 2005, the after-tax interest rate on the bonds approximated 2.5%. Each 100 basis point (or 1%) fluctuation in interest rates will increase or decrease interest income on the bonds by approximately $184,000 on an annual basis.

As our principal amount of fixed interest rate financing approximated $446,000 at September 3, 2005, a change in interest rates would not materially impact results of operations or financial position. At September 3, 2005, we did not maintain any variable interest rate financing.

As of September 3, 2005, we have available $1,684,000 under a working capital bank line of credit. Advances under this line of credit will bear interest at an annual rate indexed to prime. We will thus be exposed to interest rate risk with respect to this credit facility to the extent that interest rates rise when there are amounts outstanding under this facility.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 3, 2005. This evaluation was carried out under the supervision and with participation of our Chief Executive Officer and Chief Financial Officer. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Therefore, effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of September 3, 2005, to provide reasonable assurance that information required to be disclosed in the reports that are filed under the Exchange Act is recorded, processed, summarized and reported in a timely manner and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the first quarter ended September 3, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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E-Z-EM, Inc. and Subsidiaries

Part II: Other Information

Item 1. Legal Proceedings

Certain other legal proceedings in which we are involved are discussed in Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended May 28, 2005.

Item 2. Unregistered Sales of Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission Of Matters to a Vote of Security Holders

None.

Item 5. Other Information

On July 25, 2005, the compensation committee of our board of directors approved payment under our Annual Incentive Plan (the “Plan”) of bonuses for fiscal year 2005 to our executive officers and certain other employees. The following table sets forth the fiscal 2005 bonuses for the executive officers who were included as the Named Executive Officers in our 2005 proxy statement.

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Name	Position	Fiscal 2005 Bonus

Anthony A. Lombardo	President and CEO	$	256,190

Jeffrey S. Peacock	Senior Vice President Global		99,828
	Scientific, Technical and
	Manufacturing Operations

Dennis J. Curtin	Senior Vice President		99,616
	Chief Financial Officer

Brad S. Schreck	Senior Vice President		95,733
	Global Marketing, Engineering and
	International Sales

Peter J. Graham	Senior Vice President		76,090
	Chief Legal Officer,
	Global Human Resources and Secretary

The Plan, which was previously adopted, provides for the payment of annual cash bonuses to our executive officers and certain other employees, based on the achievement of annually established Company financial goals and/or individual performance objectives. Our financial goals for fiscal 2005 consisted of an operating profit target, before deduction for bonuses (“operating profit”), and an increase in net sales as compared to the 2005 fiscal year budget. Individual performance objectives may be established for participants in the Plan by their supervisors, and for our President and CEO, by the compensation committee or the board of directors.

Target bonuses are set annually as a percentage of base salary. For our officers, the target bonuses for fiscal 2005 were as follows:

	Target
President and CEO	55% of base salary
Senior Vice Presidents	35% of base salary
Vice Presidents	30% of base salary

The amount of the bonus earned may be more or less than the target bonus, based upon a matrix that compares actual results achieved with the established goals.

Item 6. Exhibits

No.	Description	Page

3 .1	Restated Certificate of Incorporation of the Registrant, as Amended	(a)

3 .2	Amended and Restated Bylaws of the Registrant	(b)

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No.	Description	Page

10.1	Annual Incentive Plan	37

31.1	Certification pursuant to Rule 13a-14(a)/15d-14(a) as adopted
	pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	(Anthony A. Lombardo)	46

31.2	Certification pursuant to Rule 13a-14(a)/15d-14(a) as adopted
	pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	(Dennis J. Curtin)	48

32.1	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)	50

32.2	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)	51

		(a)	Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 8-A filed with the Commission on April 8, 2005.


		(b)	Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 21, 2005.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

E-Z-EM, Inc.

(Registrant)

Date October 13, 2005

/s/ Anthony A. Lombardo

Anthony A. Lombardo, President,

Chief Executive Officer, Director

Date October 13, 2005

/s/ Dennis J. Curtin

Dennis J. Curtin, Senior Vice

President - Chief Financial Officer (Principal Financial and Chief Accounting Officer)

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Exhibit 10.1

Plan Summary for Participants

Effective June 2001

Amended August 2005

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Highlights

E-Z-EM, Inc. (“EZEM” or “Company”) has created this Annual Incentive Plan (“AIP” or “Plan”) to reward you for your contributions to the success of the Company through individual and corporate performance. The AIP is an incentive form of compensation designed to better align your interests with those of the Company and its stockholders. The Company believes that growth and profitability will help contribute to increased shareholder value and the Plan provides you with an opportunity to receive a bonus on an annual basis depending upon the achievement of pre-determined corporate and individual performance criteria. As a participant in the AIP, you play an important role in helping to achieve EZEM’s goals and its future success.

The AIP is designed to meet the following objectives:

•	Focus E-Z-EM’s leaders on critical objectives – corporate, business area and individual results

•	Strengthen the link between pay and overall performance

•	Offer competitive, market-based annual incentive targets and opportunities

•	Encourage and reward behavior that reflects E-Z-EM’s competencies (e.g., teamwork and collaboration, accountability for results)

•	Provide significant rewards for exceptional performance and no or little rewards for substantial underachievement

This AIP summary provides you with detailed information about Plan, including:

•	How the AIP works

•	How performance goals are established

•	How performance is measured

•	How awards are calculated

For additional information on the AIP, refer to the Total Rewards / Incentive Plan section in your Employee Performance & Total Rewards Training and Resource Guide.

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Overview

As a participant in the AIP, you are eligible to receive an annual incentive award based on E-Z-EM’s performance and your overall performance during each fiscal year. Your award opportunity is expressed as an annual incentive target and range, stated as a percentage of your actual base salary.

As an overview, the AIP includes the following features:

•	Each AIP year begins on the first day of E-Z-EM’s fiscal year.

•	The Plan consists of two performance components, corporate and individual, and are weighted differently depending upon your position in the Company.

•

At the beginning of each fiscal year, corporate financial performance objectives are established by the Company’s Board of Directors (“Board”) or the Compensation Committee of the Board (“Committee”). You and your manager will also establish a performance plan detailing your individual performance goals which include results-based objectives and competency objectives for the year.

•	At the end of the fiscal year, the Company’s performance is compared to the corporate goals and the percent of incentive target achieved is determined for the corporate component of your annual incentive award opportunity.

•	Additionally, at the end of the fiscal year, your overall performance, including individual goals, are assessed and the percent of incentive target achieved is determined for the individual component of your annual incentive award opportunity.

•	In general, AIP awards, if earned, are paid in August following the completion of each fiscal year.

Incentive Award Opportunity

At the beginning of each fiscal year, eligible participants are notified of their participation for the new fiscal year and the incentive opportunity established for their incentive band. Incentive award opportunities are stated as an annual incentive target, threshold, and range based on a percentage of your base salary.

The incentive target indicates the percentage of your base salary that you are eligible to receive as an AIP award if the targeted performance goals (corporate and individual) are achieved.

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The incentive threshold indicates the percentage of your base salary that you are eligible to receive as an AIP award for the minimum level of acceptable performance. This is the point below which no AIP award is earned for the performance component.

The incentive range indicates the minimum and maximum AIP award percentages that you can receive, depending on the attained performance levels. At the beginning of each fiscal year, the Company will provide you with the minimum threshold level of achievement as well as the potential minimum and maximum payout level and corresponding payout curves.

Under the AIP, the incentive ranges and assignment of E-Z-EM’s job positions to the incentive bands are based on competitive market practices and the determination of management and the Committee.

The actual value of your incentive award will depend on actual performance levels achieved during the fiscal year, referred to as the “% of Incentive Target Achieved.” This percentage is calculated for both the corporate and individual performance components.

More Details about Performance Criteria, Minimum and Maximum Payouts, Limitations and Payout Curves

At the start of each fiscal year, the Company will provide you with the specific details about the AIP for the upcoming fiscal year, including the corporate (financial) performance objectives, a copy of your individual performance objectives (Performance Plan), the minimum threshold amounts, if any, minimum and maximum payouts and any limitations, and payout curves for each component.

Components of Performance:

Corporate Objectives & Individual Performance

Your annual incentive opportunity is comprised of two components:

•	Corporate Performance

•	Individual Overall Performance

At the beginning of each fiscal year, corporate performance objectives are established relative to key financial performance measures by the Board or the Committee. These measures and corresponding objectives are used as the basis for measuring the Company’s degree of success at fiscal year-end. Although the

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measures may vary from year to year, generally the corporate objectives will include operating profit and net sales results as compared to budget or the results from the prior year, or both.

For the individual component, your performance plan serves as the mechanism to capture key individual results-based objectives (RBOs), competency objectives (COs) and an assessment of overall performance. The individual goals are generally tailored to relate to matters within each person’s specific department or area of responsibility.

The following chart summarizes the performance components under the AIP:

Performance
Component

Definition

Performance Measures

Corporate	E-Z-EM	Financial Objectives –
		May include operating profit
		and net sales

Individual	Business area financial	Financial Objectives tailored
	RBOs (for applicable	for very specific goals such as
	Leaders)	individual business unit net sales
		or product line net sales
Overall	Non-financial RBOs that
Performance	reflect overall Company	“SMART” RBOs
	or specific business area
	objectives	Position description and
		expectations

Competencies

E-Z-EM’s competencies and COs

At the end of each fiscal year, actual performance results are measured against the established performance corporate and individual objectives and expectations. The allocation of AIP awards is determined by: (1) the extent to which the corporate performance objectives are achieved and individual performance levels are attained, and (2) the weights assigned to the corporate and individual components.

The component weights vary by incentive band and are based on degree of control, organizational level, scope of responsibility and business area.

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Specifically:

Weight by Incentive Component

Incentive Band	Corporate Performance			Individual Overall Performance

Senior Executive Band -

75%

25%

CEO & Sr. Vice President

Executive Band -

75%

25%

Vice President

Leadership I

60%

40%

Leadership II

60%

40%

Leadership III

50%

Leadership IV

25%

75%

Corporate Component – More Details

A portion of your AIP award is based on E-Z-EM’s performance. At the beginning of each fiscal year financial objectives are established and generally include, but are not limited to, operating profit and net sales targets. The Company will establish a range of acceptable financial performance results for each target (the “payout curve”). Each payout curve will include the target for the year and the minimum and maximum incentive levels for that particular component, as well as a threshold amount below which no AIP award will be paid.

The percentage of weighting for specific financial objectives (e.g. operating profit and net sales) may vary by incentive bands and/or individual.

Following the end of each fiscal year, the actual financial results for each target is compared to the appropriate payout curve to determine the amount of payment, if any, related to the corporate component of the AIP.

Individual Performance Component – More Details

A portion of your annual incentive award is based on your individual performance objectives and your overall performance for each fiscal year. Your manager will document your performance at the end of each fiscal year based on their assessment of your specific performance compared to your individual objectives (RBOs). In considering your overall performance for the year, your manager will

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evaluate whether you have met all your RBOs, demonstrated corporate competencies in the achievement of results, provided strong contributions during the year, and accomplished your day-to-day responsibilities.

Each year managers are provided with specific individual performance criteria as guidance in determining the individual component under the AIP. These recommendations are then reviewed by E-Z-EM’s President and CEO and, for the Company’s Officers, by the Committee.

Award Restrictions

The AIP has a “safety net” that prevents E-Z-EM from paying out awards if specific performance levels are not achieved:

Corporate Performance: The maximum global payout of all the incentive plans is thirty-five percent (35%) of the Company’s operating profit (operating profit defined as before the cost of the bonus program is deducted). In the event the payout to all participants would exceed thirty-five percent (35%) of the Company’s operating profit, all bonus payments will be reduced pro-rata so as not to exceed the thirty-five percent (35%) limitation.

Individual Performance: No annual incentive awards are paid if an individual is placed on a Performance Enhancement Plan, regardless of corporate performance outcomes.

In addition to the limitations set forth above, the Company may establish new limitations or restrictions, including modifying minimum thresholds for award payout or limiting maximum payout and may modify existing restrictions.

Frequently Asked Questions:

Who may participate in the plan? E-Z-EM Officers, Senior Directors, Directors, Senior Managers, Managers, and those with similar positions, as well as certain other key employees are eligible to participate in the AIP.

When are new hires eligible to participate in the AIP? Most new hires are immediately eligible to participate, with awards prorated to reflect the period of employment during the fiscal year. However, new employees who start in the last quarter of the Company’s fiscal year will wait until the new fiscal year to participate. The Committee may, in its sole discretion, determine who shall be eligible to participate in the AIP and may establish such criteria as it deems fit for each fiscal year.

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When do I receive the corporate and individual performance criteria for a fiscal year? On or about the start of each fiscal year, you will be provided with the corporate (financial) objectives for such fiscal year. Additionally, you and your manager will prepare and complete your individual objectives on a Performance Plan.

How do I know about my percentage targets, minimum and maximum payout, corresponding payout curves and any limitations? On or about the start of each fiscal year, you shall be provided with the percentage targets (minimum, target and maximum) and the payout curve for each performance component and any limitations.

Do I receive my bonus if I leave E-Z-EM? The payment of an incentive depends on the circumstances in which an employee leaves E-Z-EM. Specifically:

Voluntary Separation: Employees who voluntarily leave E-Z-EM before any incentives are paid out will forfeit the entire annual incentive award, regardless of any amounts earned.

Involuntary Separation without Cause: Employees with length of service greater than six months who are terminated without cause will generally be entitled to a pro-rata portion of the award (depending upon date of termination) to which he or she would have been entitled, had the employee remained employed throughout the full fiscal year. Such a pro-rated award, if any, may be paid at such time as other employees receive their AIP awards.

Length of Service: Employees who leave the Company with less than or equal to six months of service in the fiscal year forfeit their bonus payout.

Involuntary Separation for Cause: Employees whose employment is terminated due to cause will forfeit the entire annual incentive award regardless of when they were terminated.

When are AIP Awards Paid? If an award is earned during a fiscal year, the Company will generally pay such award during August of the following fiscal year.

Is my base salary used to calculation my award? For award calculation purposes, your actual base earnings for the fiscal year are used, rather than your actual base salary on any given date. This approach takes into account different base salary levels that may apply during any given fiscal year and unpaid leaves of absence, during which a participant is not eligible for an incentive.

Who do I call if I have questions about the AIP? If you have questions after you have read this plan summary, you may contact your manager or the Vice President - Global Human Resources.

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Administration of the Plan

The AIP shall be administered by the Committee, which shall have full power and discretionary authority to interpret the AIP, to construe any doubtful or disputed terms, to amend or modify the Plan as it deems appropriate, to determine the amount of benefits payable to an employee under the AIP, to prescribe, amend and rescind any rules, forms and procedures as it deems necessary or appropriate for the proper administration of the AIP, to make any other determinations, including factual determinations, and to take any other such actions as it deems necessary or advisable in carrying out its duties under the AIP.

Miscellaneous

This AIP Summary describes the provisions of the E-Z-EM, Inc. Annual Incentive Plan. E-Z-EM reserves the full right to amend, suspend or terminate the AIP at any time, for any reason or no reason. Enrollment in this AIP is not a guarantee of employment and employment with E-Z-EM is not a guarantee of continued participation in this AIP.

Enrollment in the AIP is not a guarantee that a bonus award will be paid. Actual awards, if any, will be determined based on the performance of E-Z-EM and individual employees.

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