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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 10-K
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended July 31,
2008
or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission
File No. 001-31337
CANTEL
MEDICAL CORP.
(Exact name of registrant
as specified in its charter)
Delaware
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22-1760285
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(State
or other jurisdiction of
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(I.R.S.
employer
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incorporation
or organization)
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identification
no.)
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150 Clove Road, Little Falls, New Jersey
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07424
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(Address
of principal executive offices)
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(Zip
code)
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Registrants
telephone number, including area code:
(973) 890-7220
Securities
registered pursuant to Section 12(b) of the Act:
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Name of each exchange
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Title of each class
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on which registered
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Common
Stock, $.10 par value
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New
York Stock Exchange
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Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes
o
No
x
Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d)
of the Act. Yes
o
No
x
Indicate by check mark
whether 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 the filing requirements for the
past 90 days. Yes
x
No
o
Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes
x
No
o
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2
of the Exchange Act).
Large
accelerated filer
o
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Accelerated
filer
x
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Non-accelerated
filer
o
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Smaller reporting
company
o
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes
o
No
x
State the aggregate
market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold, or
the average bid and asked price of such common equity, as of the last business
day of the Registrants most recently completed second fiscal quarter, as
quoted by the New York Stock Exchange on that date: $142,266,947.
Indicate the number of
shares outstanding of each of the Registrants classes of common stock as of
the close of business on September 19, 2008: 16,372,531
Documents incorporated by
reference: Definitive proxy statement to
be filed pursuant to Regulation 14A promulgated under the Securities Exchange
Act of 1934 in connection with the 2008 Annual Meeting of Stockholders of
Registrant.
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Forward
Looking Statements
This
Annual Report on Form 10-K contains forward-looking statements as that
term is defined under the Private Securities Litigation Reform Act of 1995 and
releases issued by the Securities and Exchange Commission (the SEC) and
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). These statements are based on current
expectations, estimates, or forecasts about our businesses, the industries in
which we operate, and the beliefs and assumptions of management; they do not
relate strictly to historical or current facts. We have tried, wherever
possible, to identify such statements by using words such as expect, anticipate,
goal, project, intend, plan, believe, seek, may, could, and variations of such words
and similar expressions. In addition, any statements that refer to predictions
or projections of our future financial performance, anticipated growth and
trends in our businesses, and other characterizations of future events or
circumstances are forward-looking statements. Readers are cautioned that these
forward-looking statements are only predictions about future events, activities
or developments and are subject to numerous risks, uncertainties, and
assumptions that are difficult to predict including, among other things, the
following:
·
the adverse impact of consolidation of
dialysis providers and our dependence on a concentrated number of dialysis
customers
·
the adverse impact of consolidation of
dental product distributors and our dependence on a concentrated number of such
distributors
·
the adverse
impact of
rising fuel
and oil prices on our raw materials and transportation costs
·
the
acquisition of new businesses and successfully integrating and operating such
businesses
·
the increasing
market share of single-use dialyzers relative to reuse dialyzers in the United
States
·
the adverse impact of increased
competition on selling prices and our ability to compete effectively
·
foreign
currency exchange rate and interest rate fluctuations
·
the impact of
significant government regulation on our businesses
You should understand that it is not possible to
predict or identify all such factors. Consequently, you should not consider the
foregoing items to be a complete list of all potential risks or uncertainties.
See Risk Factors below for a discussion of the above risk factors and certain
additional risk factors that you should consider before investing in the shares
of our common stock.
All forward-looking statements herein
speak only as of the date of this Report. We expressly disclaim any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in our
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
For
these statements, we claim the protection of the safe harbor for
forward-looking statements contained in Section 27A of the Securities Act
and Section 21E of the Exchange Act.
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PART I
Item 1.
BUSINESS
.
General
We are a leading provider of infection prevention and
control products in the healthcare market, specializing in the
following operating segments:
·
Water Purification and Filtration
: Water purification equipment and
services, filtration and separation products, and disinfectants for the
medical, pharmaceutical, biotech, beverage and commercial industrial markets.
·
Dialysis
: Medical device reprocessing systems,
sterilants/disinfectants, dialysate concentrates and other supplies for renal
dialysis.
·
Healthcare Disposables
: Single-use, infection control products used principally in the dental market including face masks, towels
and bibs, tray covers, saliva ejectors, germicidal wipes, plastic cups,
sterilization pouches and disinfectants.
·
Endoscope Reprocessing
: Medical device reprocessing systems and
sterilants/disinfectants for endoscopy.
·
Therapeutic Filtration
: Hollow fiber membrane filtration and separation
technologies for medical applications. (Included in All Other reporting
segment).
·
Specialty Packaging
: Specialty packaging and thermal control products, as
well as related compliance training, for the transport of infectious and biological
specimens and temperature sensitive pharmaceutical, medical and other products.
(Included in All Other reporting segment).
Most
of our equipment, consumables and supplies are used to help prevent the
occurrence or spread of infections.
Throughout
this document, references to Cantel, us, we, our, and the Company are
references to Cantel Medical Corp. and its subsidiaries, except where the
context makes it clear the reference is to Cantel itself and not its
subsidiaries.
Fiscal 2008 Acquisitions
Acquisition
of Strong Dental Products, Inc.
On September 26, 2007, we expanded our
Healthcare Disposables segment by purchasing all of the issued and outstanding
stock of privately-held Strong Dental Products, Inc. (Strong Dental) for
$4,017,000, including transaction costs and assumption of debt. Under the terms
of the purchase agreement, we agreed to pay additional purchase price up to
$700,000 contingent upon the achievement of a specified revenue target over a
three year period. Strong Dental designs and markets comfort cushioning and
infection control covers for x-ray film and digital x-ray sensors. As a result
of this acquisition, Strong Dental products are now sold exclusively through
Crosstex network of distributors. The acquired business had pre-acquisition
annual revenues of approximately $1 million. The results of operations of Strong Dental are included in our
results of operations in fiscal 2008 subsequent to September 26, 2007 and
are not included in any prior periods. The principal reasons for the
acquisition were to (i) leverage the sales and marketing infrastructure of
Crosstex by adding a branded, technologically differentiated, and
patent-protected product line, (ii) expand into the rapidly growing area
of digital radiography as dentists convert from film to digital x-rays, and (iii) add
a new product line that focuses on the dental hygienist community, which
product will aid in cross-selling the recently launched Patients Choice line
of Crosstex products.
Acquisition
of Verimetrix, LLC
On September 17, 2007, we expanded our Endoscope
Reprocessing (Medivators) segment by purchasing certain net assets from
Verimetrix, LLC (Verimetrix) for $4,906,000, including transaction costs.
Under the terms of the purchase agreement, we agreed to pay additional purchase
price up to $4,025,000 contingent upon the achievement of a specified
cumulative revenue target over a six year period. Verimetrix designs, markets
and sells the Veriscan
System, a state-of-the-art endoscope leak
detection device that provides customers with superior accuracy, complete
automation, and
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comprehensive electronic
record keeping. The acquired business had pre-acquisition annual revenues of
approximately $2,000,000. The
results of operations of Verimetrix are included in our results of operations
in fiscal 2008 subsequent to September 17, 2007 and are not included in
any prior periods. The principal reasons for the acquisition were to (i) add
a technologically advanced product that fits squarely in our existing customer
call pattern for Medivators products; (ii) leverage our national, direct
hospital field sales force and their in-depth knowledge of the endoscopy
market; and (iii) equip our sales force with a broad and comprehensive
product line ranging from pre-cleaning detergents, flushing aids and leak
testing equipment, to automated disinfection equipment and chemistries.
Acquisition of Dialysis Services, Inc.
On August 1,
2007, we purchased the water-related assets of Dialysis Services, Inc. (DSI)
for $1,250,000, including transaction costs. DSI, based in Springfield,
Tennessee, designs, installs and
services high quality water and bicarbonate systems for use in dialysis
clinics, hospitals and university settings. The acquired business had
pre-acquisition revenues of approximately $1,200,000. The results of
operations of DSI are included in our results of operations for the entire
fiscal 2008 and are not included in any prior periods. The principal reason for
the acquisition was the strengthening
of our sales and service presence and base of business in a region with a
significant concentration of dialysis clinics and healthcare institutions. The
operating results of DSI are included in our Water Purification and Filtration
segment.
Reporting
Segments
The following table gives information as to the
percentage of consolidated net sales from continuing operations accounted for
by each of our reporting segments:
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Year Ended July 31,
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2008
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2007
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2006
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%
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%
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%
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Water
Purification and Filtration
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27.5
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22.4
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18.9
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Dialysis
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24.1
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26.8
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30.7
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Healthcare
Disposables
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23.5
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26.3
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28.3
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Endoscope
Reprocessing
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18.8
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17.8
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15.8
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All Other
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6.1
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6.7
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6.3
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100.0
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100.0
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100.0
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The
table above does not include information related to the operations of our
subsidiary Carsen Group, Inc., which closed the sale of substantially all
of its assets to Olympus America Inc. and certain of its affiliates
(collectively, Olympus) on July 31, 2006. The operations of Carsen,
which has not had any active business operations since July 31, 2006, are
reflected as a discontinued operation in our Consolidated Financial Statements.
For a
presentation of net sales, operating income and total assets by reporting
segment, see Note 17 to the Consolidated Financial Statements.
Water
Purification and Filtration
General
We
design, develop, manufacture, sell, and service water purification systems and
accessories for dialysis and other specific healthcare applications, research
laboratories and for pharmaceutical, beverage and commercial industrial
customers. These systems provide total purification solutions specific to our
customers needs and site conditions, ranging from low-volume, reverse osmosis
and deionization systems, to high-volume, complete turnkey purification
systems. We generally sell the equipment directly to our customers in the
United States, Puerto Rico, and Canada and through various third-party
distributors in international markets.
Purification
systems can include combinations of proven treatment methods such as (i) carbon
filtration, which removes chlorine and dissolved organic contamination by
adsorption; (ii) reverse osmosis (RO), which is a filtration process that
forces liquid through non-porous or semi-porous membranes to remove particles,
microorganisms and dissolved minerals and organics; (iii) ultra-filtration,
which removes bacteria, viruses and other ultrafine impurities from water using
a membrane similar in design to a reverse osmosis membrane; (iv) deionization,
which is an ion exchange platform that requires resin regeneration (see Resin
Regeneration below); and (v) electro-deionization, which is a form of
deionization
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that is based on the
conductance of electrical charges. We have significant expertise in packaging
these technologies to meet specific requirements of life science customers
requiring high purity water that is free of biological contamination.
Our March 30,
2007 acquisition of GE Waters dialysis business established us as the market
leader in the supply of United States Food and Drug Administration (FDA) 510(k) cleared
water purification systems to the dialysis industry worldwide. During fiscal
2008 over 50% of our sales in this segment were derived from sales and service
to dialysis clinics.
Water Purification Equipment
Our
product line of water purification systems has been designed to produce biologically
pure water targeted for use in the healthcare, life sciences, food and
beverage, and commercial industrial markets. We have significant expertise in
the design and manufacture of water treatment systems designed to meet specific
water requirements of the healthcare, life sciences and beverage industries. Such
expertise includes Water for Hemodialysis and all grades of US Pharmacopeia
(USP) water (i.e., water meeting the FDA
enforced standards of the United States Pharmacopeia) including USP Purified
Water which is an FDA requirement for the labeling of purified bottled
water. We also package these same technologies and expertise in industrial
designs to meet the requirements for high purity water in the commercial
industrial markets such as boiler feedwater production or high quality
rinsewater production.
Our
Biolab
equipment
line includes systems that utilize either chemical or heat disinfection to
sanitize the equipment. Our HX product line, introduced in 2007, provides total
heat disinfection of the entire water purification system and water
distribution loop. Heat disinfection is especially attractive to the life
science marketplace as it requires the highest levels of biological purity.
Heat sanitization is environmentally friendly and prevents the formation of
dangerous biofilms. Heat disinfection has been used in the pharmaceutical
industry for years and has been recently introduced in the dialysis market.
The
Biolab equipment line of reverse osmosis (RO) machines includes various designs
and sizes to meet our customers specific requirements. Our standard line of
equipment includes the 2200, 3300, 4400, 8400, RODI
®
combination RO and electro-deionization
system, and various heat disinfecting configurations. These product lines are
now complemented by the product lines acquired with the GE medical business
including the 23G, Zyzatech V and Z series, and the Millenium, the leading
medical portable reverse osmosis unit. The combined businesses have a wide
product offering that can be configured to serve all of our target markets.
We
also offer pretreatment equipment, lab water equipment, a full range of service
deionization tanks and specific equipment designed to support the life sciences
and industrial markets including peripheral equipment such as carts,
bicarbonate and acid delivery systems with central and single mix distribution
units, and concentrate systems with central concentrate holding tanks.
Our systems meet water quality and good manufacturing
practice standards of the Association for the Advancement of Medical
Instrumentation (AAMI). We have received 510(k) clearances from the FDA
for our Biolab purification equipment and the acquired GE product lines for
healthcare applications, our dialysis water purification systems, bicarbonate
mix and distribution systems and the Semper Pure portable RO machine.
Service & Maintenance; Resin Regeneration
We
provide service and maintenance for water purification systems in the United
States and Canada through sixteen regional offices (fourteen in the United
States and two in Canada). These service centers are staffed with sales and
service personnel to support both scheduled and emergency customer
requirements. Each office provides 24-hour emergency service for our customers
through a fleet of stocked service vehicles. Six of the offices (Toronto,
Montreal, Philadelphia, Boston, Chicago, and Atlanta) are equipped with resin
regeneration plants (described below).
Resin
regeneration (also known as service deionization and carbon exchange) is the
process in which cylinders (pressure vessels with an inlet connection and an
outlet connection) are assembled, sanitized, and filled with ion exchange
resin, which is processed using hydrochloric acid and caustic soda. These
cylinders are connected to a customers water supply. As the water passes
through the ion exchange resin beads, minerals are removed. When the electrical
charge placed on the resin beads during the regeneration process is exhausted,
the cylinders are exchanged for identical cylinders with regenerated resin. The
cylinders with exhausted resin are returned by service personnel to our
regeneration plants and the resin is regenerated for use by the same or another
customer. Customers are invoiced for each cylinder replacement.
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Filtration
We offer a full line of filters utilizing
hollow fiber membrane technology. The
filters, sold under the FiberFlo
®
Capsule Filters and FiberFlo
®
Cartridge
Filters names, are utilized to remove impurities from liquid streams for a wide
range of applications. Such applications include the filtering of ultrapure
water to remove bacteria and endotoxins in medical environments to provide
protection for patients undergoing treatments that use ultrapure water. Our
cartridge filters are validated to remove endotoxins in dialysis water, which
is included in our registration of the filters as Medical Devices under FDA 510(k) regulations.
The filters are also used in medical device reprocessing systems to help meet
reprocessing water quality guidelines outlined by the AAMI. In industrial
applications, the filters are used to protect systems from contamination from
particulates and microorganisms.
Our
FiberFlo filters are also being used in a variety of industries including
pharmaceutical manufacturing, food and beverage processing, cosmetic
manufacturing and electronics manufacturing. The filters are being used
increasingly for the removal of bacteria, pyrogens and other contaminants from
aqueous solutions. These filters are engineered for point-of-use applications
that require very fine filtration. Their hollow fiber design provides a surface
area that is up to four times larger than traditional pleated filters that are
used in the same markets. The large surface area provides greater capacity and
longer filter life for the customer. FiberFlo Capsule Filters and Cartridge
Filters are available in a variety of styles, sizes, and configurations to meet
a comprehensive range of customer needs and applications.
Other
products include microfiber and flat sheet membrane prefiltration products
designed to protect the FiberFlo filter products and prolong their life in
their intended applications.
FiberFlo
filter products are sold directly and through various third-party distributors
in the United States, Puerto Rico, Canada, and other international markets.
Sterilants
Minncare
®
Cold Sterilant
is a liquid sterilant product used to sanitize and disinfect high-purity water
systems. Minncare Cold Sterilant is based on our proprietary peracetic acid
sterilant technology, and is engineered to clean and disinfect reverse osmosis
(RO) membranes and associated water distribution systems. Minncare Cold
Sterilant is widely used in the dialysis, medical, pharmaceutical and other
industries to disinfect ultrapure water systems as part of overall procedures
to control the contamination of systems by microorganisms and spores. Actril
®
Cold Sterilant
is a ready-to-use formulation of our proprietary peracetic acid based sterilant
technology. It is used for surface disinfection in a variety of industries,
including the medical and pharmaceutical industries. We also have private label
agreements for both Minncare and Actril sterilants with companies in the
infection control industry.
Dialysis
General
We
design, develop, manufacture and sell reprocessing systems and sterilants for
dialyzers (a device serving as an artificial kidney), as well as dialysate
concentrates and supplies utilized for renal dialysis. Our products are sold in
the United States and, to a significantly lesser extent, throughout the world.
Our customer base is comprised of large and small dialysis chains as well as
independent dialysis clinics. We sell the products in the United States
primarily through our own direct distribution network, and in many
international markets either directly or under various third-party distribution
agreements.
Dialyzer Reprocessing Products and Services
During
dialysis, a dialyzer is used to filter fluids and wastes from a dialysis
patients blood. Our dialyzer reprocessing products are limited to use by
centers that choose to clean, disinfect and reuse dialyzers, known as dialyzer
reuse, rather than discard the dialyzers after a single-use. Our products meet
rigorous sterility assurance standards and regulations, thereby providing for
the safe and effective reuse of dialyzers used in dialysis clinics.
Dialysis
centers in the United States that reuse dialyzers derive an economic benefit
since the per-procedure cost is less when utilizing dialyzer reuse compared
with single-use. Dialysis clinics generally receive a capitated payment for
providing hemodialysis treatment. Additionally, dialyzer reuse significantly
reduces the negative environmental consequences of single-use dialyzers since
it dramatically reduces the amount of medical waste in landfills. Although
public information is not available to accurately quantify the number of
dialysis centers currently employing dialyzer reuse versus single-use, it is
apparent that, despite the cost effectiveness and environmental advantages of
dialyzer reuse, the market share of single-use dialyzers has been increasing
during the past five years relative to reuse dialyzers.
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We
believe that approximately one-third of all dialysis procedures in the United
States currently reuse dialyzers. This compares to approximately three-fourths
reuse reported by the Centers for Disease Control in 2001. We believe that the
shift from reuse to single-use dialyzers is principally due to the commitment
of Fresenius Medical Care (Fresenius), the largest dialysis chain in the
United States and a manufacturer of single-use dialyzers, to convert all of its
reuse dialysis clinics (including newly acquired clinics) to single-use
facilities. Sales to our principal dialysis customer, DaVita, Inc. (DaVita),
the second largest dialysis chain in the United States and a proponent of
reuse, have increased during fiscal 2008. However, a continued decrease in
dialyzer reuse in the United States in favor of single-use dialyzers would have
an adverse effect on our business. See Risk Factors and Managements
Discussion and Analysis of Financial Condition and Results of Operations.
Our
dialyzer reprocessing products include the Renatron
®
II Automated Dialyzer Reprocessing System, the
Renalog
®
RM
Data Management System and Renalin
®
Cold 100 Sterilant, a peracetic acid based sterilant.
The
Renatron system provides an automated method of rinsing, cleaning, sterilizing
and testing dialyzers for reuse. The Renatron II Automated Dialyzer
Reprocessing System, the most current version of the product, includes a
bar-code reader, a computer and the Renalog RM Data Management System, a
software accessory that provides dialysis centers with automated record keeping
and data analysis capabilities. We believe our Renatron systems are faster,
easier to use, and more efficient than competitive automated systems. We also
believe that the Renatron systems are the top selling automated dialyzer
reprocessing systems in the world.
Our
Renalin 100 sterilant is a proprietary peracetic acid-based formula that, when
used with our Renatron system, effectively cleans, disinfects and sterilizes
dialyzers without the hazardous fumes and potential disposal issues related to
glutaraldehyde and formaldehyde reprocessing solutions. We believe Renalin
sterilant is the leading dialyzer reprocessing solution in the United States.
We
also manufacture a comprehensive product line of test strips to measure
concentration levels of the peracetic acid chemistries we produce. These test
strips ensure that the appropriate concentration of sterilant is maintained
throughout the required contact period, in addition to verifying that all
sterilant has been removed from the dialyzer prior to patient use. We also sell
a variety of dialysis supplies manufactured by third parties.
Our
Dialysis segment offers various preventative maintenance programs and repair
services to support the effective operation of reprocessing systems over their
lifetime. Our field service personnel, dialysis center technicians and
international third-party distributors install, maintain, upgrade, repair and
troubleshoot equipment.
Dialysate Concentrates
Our
renal dialysis treatment products include a line of acid and bicarbonate
concentrates, referred to as dialysate concentrates, used by kidney dialysis
centers to prepare dialysate, a chemical solution that draws waste products
from the patients blood through a dialyzer membrane during the hemodialysis
treatment. Dialysate concentrates are used in the dialysis process, whether
single-use or reuse dialyzers are being utilized. These concentrates are freight
sensitive and due to the competitive landscape carry overall lower gross
margins in our product portfolio.
Healthcare Disposables
We are
a leading manufacturer and reseller of single-use, infection control products
used principally in the dental market. We offer a broad selection of core
disposable dental products, comprising over 60 categories of dental
merchandise, including face masks, towels and bibs, tray
covers, saliva ejectors and evacuators, germicidal
wipes, plastic cups, sterilization pouches, surface
barriers, eyewear, disinfectants and cleaners, hand care products, gloves,
prophy angles, cotton products, needles and syringes, scalpels and blades,
prophy pastes, and fluoride foams and gels. We believe that we maintain a
leading market position in the United States for face masks, towels and bibs,
tray covers, saliva ejectors, germicidal wipes, sterilization pouches and
plastic cups used in the dental market. Part of our strategy is to
continue developing, licensing and/or acquiring branded products with a
differentiated feature set, ideally patent protected. Examples of this are
evidenced by our recent acquisitions. In July 2007, we acquired all rights
to the unique, patented, disposable Twist
Ò
prophy angle, which cleans and polishes teeth
and aids dentists, hygienists and veterinarians in not only eliminating oral
splatter, but also improving patient safety and comfort by avoiding frictional
heat. In September 2007, we further expanded our Healthcare Disposables
segment by purchasing Strong Dental, a designer and marketer of comfort
cushioning and infection control covers for x-ray film and digital x-ray
sensors, which include solutions for traditional film and phosphor plates (sold
under the brand name Edge-Ease
®
)
and a series of patent-protected all-in-one comfort cushion, barrier sleeve
and positioning aids for the digital radiography environment (sold under the
brand names Wrap-Ease
, Sensor Slippers
, BiteWing-Ease
and
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Slip-Ease
). The Twist prophy angle and Strong Dental infection
control covers complement the full line of our Crosstex Patients Choice
products that include prophy pastes, fluoride foams and gels, and trays, as
well as topical anesthetics, which we started selling in February 2007.
We
manufacture products accounting for approximately two-thirds of our net sales
in this segment. We source the balance of our products from third-party
suppliers, certain of which are sold under exclusive distributorship agreements
with the suppliers. Overall, approximately 90% of our net sales in this segment
relate to products manufactured in the United States. The majority of our
healthcare disposable products are sold under the Crosstex
®
brand name. For certain of our customers, we
also produce private label products.
Our
healthcare disposable products are sold to approximately 350 wholesale
customers in over 90 countries, comprising a significant number of ship-to
locations in the United States and, to a lesser extent, in Europe, Japan and
elsewhere. The wholesalers generally include major healthcare distributors,
group purchasing organizations and co-operatives that sell our products to dental
practices as well as medical, veterinary, and educational institutions. In
fiscal 2008, we invested in additional field sales and marketing support to
work at the national distributor level as well as more closely with the
regional and local field sales forces of our distributors.
Endoscope Reprocessing
General
We
design, develop, manufacture and sell endoscope reprocessing systems,
sterilants and related supplies. Although endoscopes generally can be manually
disinfected, there are many problems associated with such methods including the
lack of uniform disinfection procedures, personnel exposure to disinfectant
fumes and incomplete rinsing that could result in disinfectant residue
remaining in or on the endoscope. We
believe
our endoscope reprocessing equipment offers several advantages over manual
immersion in disinfectants. Our products, which meet rigorous high-level
disinfection assurance standards and regulations, allow the safe and effective
reuse of endoscopes in healthcare facilities throughout the world.
Our
automated endoscope reprocessing equipment is designed to pre-rinse the device,
then continuously pump disinfectant through all internal working channels of
the endoscope, thus exposing all internal and external areas of the endoscope to
the disinfectant, resulting in thorough and consistent disinfection. After
disinfection, all internal channels and external surfaces are thoroughly rinsed
to completely remove disinfectant residue. This automated process inhibits the
build up of biofilms in the working channels and renders the endoscope safe for
the next patient use. In addition, the entire disinfection process can be
completed with minimal participation by the operator, freeing the operator for
other tasks, reducing the exposure of personnel to the chemicals used in the
disinfection process and reducing the risk of infectious diseases. Our
reprocessing equipment also reduces the risks associated with inconsistent
manual disinfecting.
Endoscope Reprocessing Products and Services
Our
Medivators
®
product
portfolio represents the most comprehensive offerings of capital equipment,
chemistries, consumables and services that are used to leak test, clean, and
disinfect flexible endoscopes from the point of removal from a patient through
to utilization in the next patient procedure.
Our
Medivators line of endoscope reprocessing systems includes several automated
systems, such as the Advantage
,
Advantage Plus
and DSD-201 systems, which are
microprocessor-controlled, dual-basin, asynchronous endoscope disinfection
systems, and the SSD-102, which is a single basin version of the DSD-201
system. Our Advantage and Advantage Plus endoscope reprocessing systems
represent technologically advanced automated systems designed to be compliant
with European standards and to compete against the newest systems both in
Europe and North America. We commenced sales of the Advantage platform in
Europe in 2004 and in the United States in August 2007 following FDA
clearance. All of the automated disinfection machines can be used on a broad
variety of endoscopes and are programmable by the user. The dual-basin system
can disinfect two endoscopes at a time. We also manufacture the Medivators CER
series of countertop semi-automated endoscope reprocessors. These products are
more compact, less expensive single and dual endoscope disinfection units.
Our
Medivators product line also includes the Scope Buddy
Endoscope Flushing
Aid, a machine that minimizes the risk of worker repetitive motion injury
associated with manual cleaning of endoscopes, while increasing the consistency
of cleaning results through standardization of the pre-cleaning process. As a
result of the September 17, 2007 Verimetrix acquisition, we expanded our
Medivators Endoscope Reprocessing product offerings with a state-of-the-art
endoscope leak
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detection device that
provides customers with superior accuracy, complete automation, and
comprehensive electronic record keeping.
In
connection with our endoscope reprocessing business, we manufacture Rapicide
®
glutaraldehyde-based high-level disinfectant
and sterilant, which has FDA 510(k) clearance for a high-level
disinfection claim of five minutes at 35 degrees Celsius. This disinfection
contact time is currently one of the fastest available of any high-level disinfectant
product sold in the United States. Rapicide has superior rinsibility which
gives us a competitive market advantage. We also sell Adaspor
®
peracetic-acid based high-level disinfectant,
packaged by a third party in Europe, for the European and Asian markets that
can be utilized in a wide variety of single-use or multiple-use systems.
Our
product offerings also include Intercept
Detergent and Wipes which are formulated
especially for the cleaning and removal of biological and organic soils from
medical device surfaces, including flexible endoscopes. When used regularly,
Intercept and Intercept Wipes progressively remove built up layers of biofilm
from endoscope channels and exterior surfaces. Biofilms are an acknowledged
concern in health care as potential sources of nosocomial infection agents
(environmentally sourced microorganisms that can be transmitted to patients
during procedures or treatment).
Our
Endoscope Reprocessing segment offers various preventative maintenance
programs, repair services and user training programs to support the effective
operation of reprocessing systems over their lifetime. Medivators field service
personnel and international third-party distributors install, maintain,
upgrade, repair and troubleshoot equipment.
Marketing and Sales
On August 2,
2006, we commenced the sale and service of our Medivators brand endoscope
reprocessing equipment, high-level disinfectants, cleaners and consumables
through our own United States field sales and service organization. Our direct
sale of these products is the result of our decision that it is in our best
long-term interest to control and further develop our own direct hospital-based
United States distribution network and, as such, not to renew Olympus
exclusive United States distribution agreement when it expired on August 1,
2006.
Throughout
the former distribution arrangement with Olympus, we employed our own personnel
to provide clinical sales support activities as well as an internal technical
and customer service function, depot maintenance and service and all logistics
and distribution services for the Medivators/Olympus customer base. This
existing and fully developed infrastructure has continued to be a critical
factor in the success of our new direct sales and service strategy. Outside of
the United States, the Medivators group has direct sales, marketing, and
service capabilities in the Netherlands, and sells through independent
distribution partners in the rest of Europe, Canada, Asia, Australia, and Latin
America.
All
Other
We
also operate other businesses, including the Specialty Packaging operating
segment, which includes specialty packaging products and compliance training
services for the transport of infectious and biological specimens, and the
Therapeutic Filtration operating segment, which includes hemofilters,
hemoconcentrators and other hollow fiber filters manufactured and sold for
medical applications. Due to the relatively small size of these businesses,
they are combined in the All Other reporting segment.
Specialty Packaging
We
provide specialty packaging and temperature control products for the transport
of infectious and biological specimens as well as thermally sensitive
pharmaceutical and medical products. Additionally, we provide compliance
training services for the safe and proper transport of infectious and
biological specimens, as defined by various international and national regulatory
organizations.
We
believe that the increasing concern over the potential spread of infectious
agents, such as avian flu, E. coli and mad cow disease, as well as potential
acts of bio-terrorism using agents such as anthrax, have significantly increased
awareness of the proper shipping of diagnostic substances such as blood and
tissues. We believe that we are particularly well qualified to meet the global
need for compliant, secure, cost-effective packaging solutions for the shipping
of infectious and biological specimens.
Throughout
fiscal 2008, we continued the development, production and sales of the
Saf-T-Temp
brand line of phase change materials (PCM)
using licensed proprietary thermal technology for temperature-controlled
shipments. These phase change materials help maintain thermally sensitive
specimens and products, such as vaccines, pharmaceuticals, and
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diagnostic reagents
within a discrete temperature range during shipment. The discipline of Cold
Chain Management continues to grow as manufacturers of temperature sensitive
pharmaceuticals and medical products, as well as clinical laboratories, search
for more efficient and cost-effective methods to ensure the viability of their
products and/or specimens in accordance with quality control standards.
In
addition, to meet regulatory requirements that require shippers of infectious
and biological substances to be trained and certified at least every two years
or as often as regulations change, we offer a variety of training options,
allowing the customer to choose the method that best meets its needs. We
provide open enrollment symposium-style training seminars in various cities,
private seminar training at customers on-site locations, as well as self-paced
internet, CD and network software.
Our customer base consists of medical research
companies, diagnostic, clinical and university laboratories, pharmaceutical and
biotechnical companies, United States and Canadian government agencies,
hospitals and state public health departments. Our packaging, thermal and
training products are distributed
world wide both directly and through third-party
distributors.
Therapeutic Filtration
Our
therapeutic filtration products are extracorporeal filters utilizing our
proprietary hollow fiber technology. These filters include hemoconcentrators,
hemofilters and specialty filters utilized for therapeutic medical
applications. We also offer a line of ancillary products, including blood
pumps, air detectors, and pressure monitors.
We manufacture, market and sell a comprehensive line
of hemoconcentrators. A hemoconcentrator is a device used by a perfusionist (a
health care professional who operates heart-lung bypass equipment) to
concentrate red blood cells and remove excess fluid from the bloodstream during
open-heart surgery. Because the entire blood volume of the patient passes
through the hemoconcentrator during an open-heart procedure, the
biocompatibility of the blood-contact components of the device is critical.
Our hemoconcentrators are designed to meet the
clinical requirements of neonatal through adult patients. Our principal
products are the Hemocor HPH® hemoconcentrators, which contain our proprietary
polysulfone hollow fiber. The Hemocor HPH line also features a unique no-rinse
design that allows it to be quickly and efficiently inserted into the bypass
circuit at any time during an open-heart procedure.
We also manufacture, market
and sell a line of
Renaflo
®
II hemofilters. A hemofilter is a device that
performs hemofiltration in a slow, continuous blood filtration therapy used to
control fluid overload and acute renal failure in unstable, critically ill
patients who cannot tolerate the rapid filtration rates of conventional
hemodialysis. The hemofilter removes water, waste products and toxins from the
circulating blood of patients while conserving the cellular and protein content
of the patients blood. Our hemofilter line features no-rinse, polysulfone
hollow fiber filters that requires minimal set-up time for healthcare professionals.
The hemofilter is available in six different models to meet the clinical needs
of neonatal through adult patients.
Historically, one of our most successful specialty
filters has been sold on a private label basis to a manufacturer of a respiratory
therapy device that incorporates our filter in their product, particularly for
pediatric applications. Sales of this filter were a significant source of
growth in our Therapeutic Filtration segment.
Our
therapeutic products are sold to biotech manufacturers and through third-party
distributors.
Government Regulation
Many of our products are subject to regulation by the
FDA, which regulates the testing, manufacturing, packaging, distribution and
marketing of our medical devices and water purification devices in the United
States. Delays in FDA review can significantly delay new product introduction
and may result in a product becoming dated or losing its market opportunity
before it can be introduced. Certain of our products may also be regulated by
other governmental or private agencies, including the Environmental Protection
Agency, Underwriters Lab, Inc. (UL), and comparable agencies in certain
foreign countries. The FDA and other agency clearances generally are required
before we can market such new or significantly changed existing products in the
United States or internationally. The FDA and certain other international
governmental agencies also have the authority to require a recall or
modification of products in the event of a defect.
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The
Food, Drug and Cosmetic Act of 1938 and Safe Medical Device Act of 1990 require
compliance with specific manufacturing and quality assurance standards for certain
of our products. The regulations also require manufacturers to establish a
quality assurance program to monitor the design and manufacturing process and
maintain records that show compliance with FDA regulations and the manufacturers
written specifications and procedures relating to its medical devices. The FDA
inspects medical device manufacturers for compliance with the current Quality
Systems Regulations (QSRs). Manufacturers that fail to meet the QSRs may be
issued reports or citations for non-compliance.
In
addition, many of our infection prevention and control products sold in Canada,
Europe and Japan are subject to comparable regulations and requirements as
those described above. International regulatory bodies often establish varying
regulations governing product standards, packaging requirements, labeling
requirements, import restrictions, tariff regulations, duties, and tax
requirements. For example, as a result of our sales in Europe, we were required
to be certified as having a Quality System that meets the ISO 13485-2003
standard.
Many of our products must also meet the requirements
of the European Medical Device Directive (MDD) for their sale into the
European Union. This certification allows us, upon completion of a
comprehensive technical file, to affix the CE mark to our products and to
freely distribute such products throughout the European Union. Failure to
maintain CE mark certification could have a material adverse effect on our
business.
Our endoscope and dialyzer reprocessing products, as
well as our Canadian water purification equipment manufacturing facility and
many of our products manufactured in Canada, are subject to regulation by
Health Canada Therapeutic Products Directorate (TPD), which regulates the
distribution and marketing of medical devices in Canada. Certain of such
products may be regulated by other governmental or private agencies, including
Canadian Standards Agency (CSA). TPD and other agency clearances generally
are required before we can market new medical products in Canada. The Health
Products and Food Branch Inspectorate (HPFBI) governs problem reporting,
modification and recalls. HPFBI also has the authority to require a recall or
modification in the event of defect. In order to market our medical products in
Canada, we are required to hold a Medical Device Establishment License, as well
as certain medical device licenses by product, as provided by HPFBI.
Certain of our specialty
packaging products have been independently tested by a third-party laboratory
and certified by Transport Canada. These certified packaging products as well
as our other specialty packaging products have been designed to meet all
applicable national and international standards for the safe transport of
infectious and biological substances. Such standards include those issued by
Canadian General Standards Board, Transport of Dangerous Goods Regulations
Canada, International Civil Aviation Organization, International Air Transport
Association, and the United States Code of Federal Regulations Title 49.
Federal, state and foreign regulations regarding the
manufacture and sale of our products are subject to change. We cannot predict
what impact, if any, such changes might have on our business.
Sources and
Availability of Raw Materials
We purchase raw materials, sub-assemblies, components,
and other supplies essential to our operations from numerous suppliers in the
United States and abroad. The principal raw materials that we use to conduct
operations include chemicals, paper pulp, resin, stainless steel and plastic
components. These raw materials are obtainable from several sources and are
generally available within the lead times specified to vendors.
From time to time we experience price
increases for raw materials, with no guarantee that such increases can be
passed along to our customers. During fiscal 2008, we experienced unprecedented
price increases in certain raw materials, including chemicals, paper pulp, and
plastics (resins and bottles). In addition, we experienced significant
difficulty in obtaining certain chemicals in fiscal 2008 due to apparent
shortages by certain suppliers. Although we do not currently foresee
extraordinary difficulty in obtaining the materials, sub-assemblies,
components, or other supplies necessary for our business operations, we cannot
predict if similar difficulties will occur in the future, including further
price increases, that may adversely affect our business.
Intellectual Property
We
protect our technology and products by, among other means, filing United States
and foreign patent applications. There can be no assurance, however, that any
patent will provide adequate protection for the technology, system, product,
service, or process it covers. In addition, the process of obtaining and
protecting patents can be long and expensive. We also rely upon trade secrets,
technical know-how, and continuing technological innovation to develop and
maintain our proprietary position.
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As of September 19,
2008, we held 51 United States patents and 46 foreign patents and had 14 United
States patents and 28 foreign patents pending.
The majority of our United States and foreign patents, for individual
products, are effective for twenty years from the filing date. The actual
protection afforded by a patent, which can vary from country to country,
depends upon the type of patent, the scope of its coverage, and the
availability of legal remedies in the country. We believe that the patents in
each of our segments are important. In addition, we license from independent
third parties under certain patents, trade secrets and other intellectual
property, the right to manufacture and sell our Rapicide disinfectant and
sterilant (see Reporting Segments-Endoscope Reprocessing) and our phase
change material products (see Reporting Segments-Other-Specialty Packaging).
These licenses, both of which are long-term, are critical to our
commercialization of those products.
Our products and services are sold
around the world under various trade names, trademarks and brand names. We
consider our trade names, trademarks and brand names to be valuable in the
marketing of our products in each segment. As of September 19, 2008, we
had a total of 401 trademark registrations in the United States and in various
foreign countries in which we conduct business, as well as 57 trademark
applications pending world-wide.
Seasonality
Our businesses generally are not seasonal in nature.
Principal Customers
None of our customers accounted for 10% or more of our
consolidated net sales from continuing operations during fiscal 2008. However,
Fresenius and DaVita each accounted for approximately 9% of our consolidated
net sales. Olympus America Inc., which was formerly our exclusive distributor
of Medivators endoscope reprocessors and related accessories and supplies,
accounted for approximately 4%, 5% and 10% of our consolidated net sales from
continuing operations during fiscal 2008, 2007 and 2006, respectively.
Except as described below, none of our segments are
reliant upon a single customer, or a few customers, the loss of any one or more
of which could have a material adverse effect on the segment.
In our Water Purification and Filtration segment, one
customer, Fresenius, accounts for approximately 23% of our segment net sales.
The loss of a significant amount of business from this customer could have a
material adverse effect on our Water Purification and Filtration segment.
Our Healthcare Disposables segment is reliant on five
customers who collectively accounted for approximately 70% of Healthcare
Disposables segment net sales and 16% of our consolidated net sales from
continuing operations during fiscal 2008. Each of these five customers, Henry
Schein, Benco Dental, Patterson Dental, Darby Dental Supply and National
Distributing and Contracting (and their members), accounted for approximately
10% or more of this segments net sales during that period. The loss of a
significant amount of business from any of these customers or a further
consolidation of such customers could have a material adverse effect on our
Healthcare Disposables segment.
During fiscal 2008, two of our customers, DaVita and
Fresenius, accounted for approximately 32% and 12%, respectively, of the
Dialysis segment net sales. The 12% figure with respect to Fresenius includes
sales to dialysis centers formerly owned by RCG, a dialysis chain acquired by
Fresenius in March 2006. Due to Fresenius conversion of its reuse
dialysis clinics (including newly acquired clinics) to single-use facilities,
our RCG-related sales to Fresenius decreased substantially as clinics were
converted. The loss of a significant amount of business from DaVita or
Fresenius could have a material adverse effect on our Dialysis segment. See Competition
and Risk Factors.
Backlog
On September 19, 2008, our consolidated backlog
was approximately $13,147,000 compared with approximately $14,880,000 on September 17,
2007. All of the backlog is expected to be recognized as revenue within one
year of such date.
Competition
General
The
markets in which our business is conducted are highly competitive. Competition
is intense in all of our business segments and includes many large and small
competitors. Important competitive factors generally include product design and
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quality, safety, ease of
use, product service, and price. We believe that the long-term competitive
position for all of our segments depends principally on our success in
developing, manufacturing and marketing innovative, cost-effective products and
services.
Many of our competitors have greater financial,
technical and human resources than us, are well-established with reputations
for success in the sale and service of their products and may have certain
other competitive advantages over us. However, we believe that the world-wide
reputation for the quality and innovation of our products among customers and
our reputation for providing quality product service give us a competitive
advantage with respect to many of our products.
In
addition, certain companies have developed or may be expected to develop new
technologies or products that directly or indirectly compete with our products.
We anticipate that we may face increased competition in the future as new
infection prevention and control products and services enter the market.
Numerous organizations are believed to be working with a variety of
technologies and sterilizing agents. In addition, a number of companies have
developed or are developing disposable medical instruments and other devices
designed to address the risks of infection and contamination. There can be no
assurance that new products or services developed by our competitors will not
be more commercially successful than those provided or developed by us in the
future.
Segments
Information
with respect to competition within our most significant individual segments is
as follows:
The
Water Purification and Filtration segment has been experiencing increased
competition due to a consolidation of suppliers during the past few years. This
consolidation has resulted principally from the acquisition by large industrial
manufacturers of many of the leading manufacturers of water purification
equipment and filtration products. The resulting entities such as GE Water &
Process Technologies and Siemens Water Technologies, which are the market
leaders in this industry, are significantly larger and have greater financial
and other resources available than the smaller companies in the industry such
as our Mar Cor Purification business. It remains difficult to assess the long
term impact of such consolidation on our business and to project such impact in
the future. In addition, this segment has experienced increased pricing
pressures in its resin regeneration business. We believe that our ability to
successfully compete in the water purification, filtration and disinfectant
market derives from our broad product offerings especially after our
acquisition of the water dialysis business from GE Water, our combination in
fiscal 2005 of the sales and marketing efforts of our two water purification
businesses with our related filtration business to form our Mar Cor
Purification business, and the high value and quality of our products and
services. We believe that by focusing our efforts principally on the dialysis,
pharmaceutical, biotech, medical and commercial industrial markets, providing a
high level of customer service, and making selective acquisitions, we can
continue to grow this segment, despite the continued industry consolidation and
pricing pressures.
In our Dialysis segment, our most significant
competition comes from manufacturers of single-use dialyzers, particularly
Fresenius, the largest dialysis chain in the United States and a manufacturer
of single-use dialyzers. In connection with its acquisition of RCG in March 2006,
Fresenius has converted substantially all of its dialysis clinics (including
newly acquired clinics) to
single-use,
which has adversely affected sales of our dialysis products and
reprocessing equipment. See Reporting SegmentsDialysis, Risk Factors and Managements Discussion and Analysis of Financial
Condition and Results of Operations.
In our Healthcare Disposables segment, our principal
competitors are Kimberly-Clark, 3M ESPE, Tidi Products, Sultan Healthcare,
Medicom, Danaher, Dentsply, Alcan, and more generically less expensive imported
products from Asia. We believe that our product quality, excellent customer
service, and breadth of product line are competitive advantages and are the
basis for our success in this segment.
In our Endoscope Reprocessing segment, our principal
competitors are Steris, Custom Ultrasonics, Olympus, ASP division of Johnson &
Johnson, Metrex, Ruhoff and Ecolab. During the past twelve months, ASP and
Steris introduced new model endoscope reprocessors that directly compete with
our reprocessors and may adversely impact our ability to maintain our current
market share.
Research
and Development
Research
and development expenses (which include continuing engineering costs) were $4,010,000
and $4,848,000 in fiscal 2008 and 2007, respectively. The majority of our
research and development expenses related to our MDS endoscope reprocessor and
specialty filtration products. The decrease in research and development expense
in fiscal 2008, compared with fiscal 2007, is due to less development work on
the European version of our MDS endoscope reprocessor.
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Environmental Matters
We anticipate that our
compliance with federal, state and local laws and regulations relating to the
discharge of materials into the environment or otherwise relating to the
protection of the environment, will not have any material effect on our capital
expenditures, earnings or competitive position.
Employees
As of September 19, 2008, we employed 838 persons
of whom 712 are located in the United States, 80 are located in Canada, 28 are
located in Europe, Africa and the Middle East, and 18 are located in the Far
East. None of our employees are represented by labor unions. We consider our
relations with our employees to be satisfactory.
Financial
Information about Geographic Areas
We have
operations in Canada, Europe, Asia and
other areas outside of the United States. These operations involve the same
business segments as our domestic operations. For a geographic presentation of
revenues and other financial data for the three years ended July 31, 2008,
see Note 17 to the Consolidated Financial Statements.
Our foreign operations
are subject, in varying degrees, to a number of inherent risks. These risks
include, among other things, foreign currency exchange rate fluctuations,
exchange controls and currency restrictions, changes in local economic
conditions and tax regulations, unsettled political, regulatory or business
conditions, and government-sponsored boycotts and tariffs on the Companys
products or services.
Depending
on the direction of change relative to the U.S. dollar, foreign currency
exchange rate fluctuations can increase or reduce the reported dollar amounts
of the Companys net assets and results of operations. Net income during fiscal
2008 was impacted as a result of foreign currency movements relative to the U.S.
dollar. See Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations.
We cannot predict future changes in foreign currency exchange rates or the
effect they will have on our operations.
Available
Information
We make available to the public, free of charge, on or
through the Investor Relations section of our internet website, copies of our
annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports as soon as reasonably
practicable after we electronically file such materials with the SEC. Our
filings are available to the public from commercial document retrieval
services, our website and at the SECs website at www.sec.gov. Our website
address is www.cantelmedical.com. Also available on our website are our
Corporate Governance Guidelines, Charters of the Nominating and Governance
Committee, Compensation and Stock Option Committee, and Audit Committee, and
Code of Business Conduct and Ethics. Information contained on our website is
not incorporated by reference into this Report.
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Item 1A.
RISK
FACTORS
.
We are subject to various risks and uncertainties
relating to or arising out of the nature of our businesses and general
business, economic, financing, legal and other factors or conditions that may
affect us. We provide the following cautionary discussion of risks and
uncertainties relevant to our businesses, which we believe are factors that,
individually or in the aggregate, could have a material and adverse impact on
our business, results of operations and financial condition, or could cause our
actual results to differ materially from expected or historical results. We
note these factors for investors as permitted by the Private Securities
Litigation Reform Act of 1995. You should understand that it is not possible to
predict or identify all such factors. Consequently, you should not consider the
following to be a complete discussion of all potential risks or uncertainties.
The consolidation of dialysis providers has resulted in greater buying
power by certain of our customers, which has caused us to reduce the average
selling prices of our dialysis products, thereby reducing net sales and profit
margins. Such consolidation has also resulted in the loss of dialysate
concentrate sales.
During
the past several years, there has been an increasing consolidation in the
dialysis industry, marked by the acquisition by certain major dialysis chains
of other major chains, as well as small chains and independents. Such
consolidation of dialysis providers has resulted in greater buying power by
certain of our customers, which has caused us to reduce or maintain the average
selling prices of our dialysis products, thereby reducing net sales and profit
margins. The acquisition by DaVita, the second largest dialysis chain in the
United States, of Gambro US in October 2005 has had the most significant
adverse effect in this regard. During fiscal 2008, DaVita accounted for
approximately 32% of net sales of our dialysis segment. In addition, the
decrease in sales of low margin dialysate concentrate business continued during
fiscal 2008 since Fresenius manufactures dialysate concentrate themselves and
therefore provides dialysate concentrate to dialysis centers that they have
acquired including RCG dialysis centers, our former major customer. DaVita and
certain international customers have also continued their reduction of
dialysate concentrate purchases from us due to competitive pricing. Sales in
our Dialysis segment were adversely impacted during our fourth quarter of
fiscal 2008 and will continue to be adversely impacted during fiscal 2009 due
to the loss of some low margin dialysate concentrate business primarily as a
result of the highly competitive and price sensitive market for such product.
Because
a significant portion of our Water Purification and Filtration, Dialysis and
Healthcare Disposables segments net sales comes from a few large customers, any
significant decrease in sales to these customers, due to industry consolidation
or otherwise, could harm our operating results.
In our Water Purification and Filtration segment, one
customer, Fresenius, accounts for approximately 23% of our net sales. The loss
of a significant amount of business from this customer could have a material
adverse effect on our Water Purification and Filtration segment.
During fiscal 2008, DaVita accounted for approximately
32% of the Dialysis segment net sales. Any shift by this customer away from
reuse could have a material adverse effect on our Dialysis segment net sales.
The distribution network in the
United States dental industry is concentrated, with relatively few distributors
of consumables accounting for a significant share of the sales volume to
dentists. Accordingly, net sales and profitability of our Healthcare
Disposables segment are highly dependent on our relationships with a limited
number of large distributors. During fiscal 2008, the top five customers of our
Healthcare Disposables segment accounted for approximately 70% of its net
sales, with each of the customers accounting for approximately 10% or more of
such segments net sales. We are likely to continue to experience a high degree
of customer concentration in this segment. Although we do not anticipate that
any customers of the Healthcare Disposables segment will account for more than
10% of our net sales on a consolidated basis, the loss or a significant
reduction of business from any of the major customers of the Healthcare
Disposables segment could adversely affect our results of operations. In
addition, because our Healthcare Disposables segment products are sold through
third-party distributors, and not directly to end users, we may not be able to
control the amount and timing of resources that our distributors devote to our
products.
There is no assurance that there will
not be a further or continued loss or reduction in business from one or more of
our major customers. In addition, we cannot assure that net sales from
customers that have accounted for significant net sales in the past, either
individually or as a group, will reach or exceed historical levels in any
future period.
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The consolidation of distributors in the dental industry could result
in a reduction in our net sales due to reduced average selling prices of our
healthcare disposable products and the loss of private label business.
There has been an increasing consolidation of
distributors that sell products in the dental industry. Such consolidation of
distributors may result in greater buying power by certain of our customers,
which would cause us to reduce the average selling prices of our healthcare
disposable products, thereby reducing net sales and profit margins.
Additionally, depending on which distributors are acquired by whom, such
distributor consolidations may result in the consolidated entity no longer
purchasing certain products from us such as private label products manufactured
by us but associated with the acquired distributor.
Our
businesses are adversely impacted by rising fuel and oil prices and are heavily
reliant on certain raw materials.
We purchase raw materials, sub-assemblies, components,
and other supplies essential to our operations from numerous suppliers in the
United States and abroad. The principal raw materials that we use to conduct
operations include chemicals, paper pulp, resin, stainless steel and plastic
components.
From time to time we experience price
increases for raw materials, with no guarantee that such increases can be
passed along to our customers. During fiscal 2008, we experienced unprecedented
price increases in certain raw materials due in large part to the rising price
of fuel and oil, including chemicals, paper pulp, and plastics (resins and
bottles) which had a significant adverse impact on our gross margins. In
addition, we experienced significant difficulty in obtaining certain chemicals
in fiscal 2008 due to apparent shortages by certain suppliers. Although we do
not currently foresee extraordinary difficulty in obtaining the materials,
sub-assemblies, components, or other supplies necessary for our business
operations, we cannot predict if similar difficulties will occur in the future,
including further price increases, that may adversely affect our business.
In
addition, rising fuel and oil prices can also have a significant adverse impact
on transportation costs related to both the purchasing and delivery of
products. During fiscal 2008, increasing
transportation costs had an adverse impact upon our gross margins.
The
acquisition of new businesses and product lines, which has inherent risks, is
an important part of our growth strategy.
We
intend to grow, in part, by acquiring businesses. The success of this strategy
depends upon several factors, including:
·
our
ability to identify and acquire businesses;
·
financing
for our acquisitions may not be available on terms we find acceptable or, if
acceptable financing is obtained, such financing may result in significant
charges associated with the potential write-off of existing deferred financing
costs;
·
our ability to
integrate acquired operations, personnel, products and technologies into our
organization effectively;
·
our ability to
retain and motivate key personnel and to retain the customers of acquired
companies; and
·
our ability to
successful promote and increase sales of acquired product lines.
In
addition, we have occasionally used our stock as partial consideration for
acquisitions. Our common stock may not remain at a price at which it can be used
as consideration for acquisitions without diluting our existing stockholders,
and potential acquisition candidates may not view our stock attractively. We
also may not be able to sustain the rates of growth that we have experienced in
the past, whether by acquiring businesses or otherwise.
We
also have a significant amount of goodwill and intangible assets on our balance
sheet related to acquisitions. If future operating results of the acquired
business are significantly less than the results anticipated at the time of the
acquisition, we may be required to incur impairment charges.
At
July 31, 2008, our reporting units that are potentially at risk for
impairment are Healthcare Disposables and Specialty Packaging, which had
average fair values that exceeded book value by modest amounts. For all of our
remaining reporting units, average fair value exceeded book value by
substantial amounts.
16
Table of Contents
Our
market for dialysis reprocessing products is limited to dialysis centers that
reuse dialyzers, which market has been decreasing in the United States.
Our
dialyzer reprocessing products are limited to use by centers that choose to
clean, sterilize and reuse dialyzers, rather then discard the dialyzers after a
single use. Dialysis centers in the United States that reuse dialyzers derive
an economic benefit since the per-procedure cost is less when utilizing
dialyzer reuse compared with single-use and such dialysis clinics generally
receive a capitated payment for providing hemodialysis treatment. Although
current public information is not available to accurately quantify the number
of dialysis centers currently employing dialyzer reuse versus single-use, it is
apparent that the market share of single-use dialyzers has been increasing
during the past five years relative to reuse dialyzers. We believe that
approximately one-third of all dialysis procedures in the United States currently
reuse dialyzers. This compares to approximately three-fourths reuse reported by
the Centers for Disease Control in 2001.
The
shift from reuse to single-use dialyzers is due in large part to the commitment
of Fresenius, the largest dialysis chain in the United States and a
manufacturer of single-use dialyzers, to convert all of its reuse dialysis
clinics (including newly acquired clinics) to single-use facilities. On March 31,
2006, Fresenius acquired RCG, a significant customer of our dialysis reuse
products. As Fresenius converts all or substantially all of the dialysis
clinics of RCG into single-use facilities, our customer base for dialysis
products will continue to decrease. This downward trend has resulted in, and
may continue to result in, a decrease in revenues and operating income in our
dialysis segment. The continued decrease in dialyzer reuse in the United States
in favor of single-use dialyzers could have a material adverse effect on our
business. See Principal Customers, Competition and Managements
Discussion and Analysis of Financial Condition and Results of OperationsResults
of Operations.
Competition from manufacturing facilities located in China could result
in a reduction in our net sales of healthcare disposable products due to
reduced average selling prices or our customers no longer purchasing certain
products from us.
Despite expensive shipping
costs, some of our competitors manufacture certain healthcare disposable
products in China due to the very low labor costs in that country. Although we
believe the quality of our healthcare disposable products, which are produced
in the United States, are superior, our sales in the future may be adversely
affected by either loss of sales or reductions in the price of our products as
a result of this low cost competition.
We are subject to extensive government regulation. Government
regulation may delay or prevent new product introduction.
Many
of our products are subject to regulation by governmental and private agencies
in the United States and abroad, which regulate the testing, manufacturing,
storage, packaging, labeling, distribution and marketing of medical supplies
and devices. Certain international regulatory bodies also impose import
restrictions, tariff regulations, duties, and tax requirements. Delays in
agency review can significantly delay new product introduction and may result
in a product becoming dated or losing its market opportunity before it can be
introduced. The FDA and other agency clearances generally are required before
we can market new products in the United States or make significant changes to
existing products. The FDA also has the authority to require a recall or
modification of products in the event of a defect. The process of obtaining
marketing clearances and approvals from regulatory agencies for new products
can be time consuming and expensive. There is no assurance that clearances or
approvals will be granted or that agency review will not involve delays that
would adversely affect our ability to commercialize our products.
During
the past several years, the FDA, in accordance with its standard practice, has
conducted a number of inspections of our manufacturing facilities to ensure
compliance with regulatory standards relating to our testing, manufacturing,
storage and packaging of products. On occasion, following an inspection, the
FDA has called our attention to certain Good Manufacturing Practices
compliance deficiencies. Failure to adequately correct violations or otherwise
comply with requests made by the FDA can result in regulatory action being
initiated by the FDA including seizure, injunction, and civil monetary
penalties.
Federal,
state and foreign regulations regarding the manufacture and sale of our
products are subject to change. We cannot predict what impact, if any, such
changes might have on our business. In addition, there can be no assurance that
regulation of our products will not become more restrictive in the future and
that any such development would not have a material adverse effect on our
business. For a more detailed discussion on government regulation and related
risks, see Business - Government Regulation.
17
Table of Contents
Customer acceptance of our products is dependent on our ability to meet
changing requirements.
Customer
acceptance of our products is significantly dependent on our ability to offer
products that meet the changing requirements of our customers, including
hospitals, industrial laboratories, doctors, dentists, clinics, government
agencies and industrial corporations. Any decrease in the level of customer
acceptance of our products could have a material adverse effect on our
business.
We distribute our products in highly competitive markets.
We
distribute substantially all of our products in highly competitive markets that
contain many products available from nationally and internationally recognized
competitors. Many of these competitors have significantly greater financial,
technical and human resources than us and are well-established. In addition,
some companies have developed or may be expected to develop technologies or
products that could compete with the products we manufacture and distribute or
that would render our products obsolete or noncompetitive. In addition, our
competitors may achieve patent protection, regulatory approval, or product
commercialization that would limit our ability to compete with them. Although
we believe that we compete effectively with all of our present competitors in
our principal product groups, there can be no assurance that we will continue
to do so. These and other competitive pressures could have a material adverse
effect on our business.
Currency fluctuations and trade barriers could adversely affect our
results of operations.
A
portion of our products in all of our business segments are exported to and
imported from the Far East, Western Europe and Canada, and our business could
be materially and adversely affected by the imposition of trade barriers,
fluctuations in the rates of exchange of various currencies, tariff increases
and import and export restrictions, affecting the United States, Canada and the
Netherlands.
Our
Canadian and Netherlands subsidiaries purchase a portion of their inventories
and incur expenses in United States dollars and sell a significant amount of
their products in United States dollars and therefore are exposed to foreign
exchange gains and losses upon settlement of such items. Similarly, such United
States denominated assets and liabilities must be converted into their
functional currency when preparing their financial statements, which results in
foreign exchange gains and losses. Additionally, the results of operations of
our Canadian and Netherlands subsidiaries are translated from their functional
currency to United States dollars for purposes of preparing our Consolidated
Financial Statements. Therefore, our continuing operations could be materially and
adversely affected by fluctuations in the value of the Canadian dollar and euro
against the United States dollar or by the imposition of trade barriers, tariff
increases or import and export restrictions between the United States, Canada
and the European Union. Moreover, a decrease in the value of the Canadian
dollar or euro could result in a corresponding reduction in the United States
dollar value of our assets that are denominated in Canadian dollars or euros.
Recent deterioration in the economy and credit markets may adversely
affect our future results of operations.
Our future business may be
adversely affected by the recent deterioration in the general economy and
credit markets by potentially causing our customers to slow spending on our
products, especially capital equipment. Sales of capital equipment represented
approximately 30% of our fiscal 2008 consolidated net sales and are primarily
included in our Water Purification and Filtration, Dialysis and Endoscope
Reprocessing segments.
Because we operate in international markets, we are subject to
political and economic risks that we do not face in the United States.
We
operate in a global market. Global operations are subject to risks, including
political and economic instability, general economic conditions, imposition of
government controls, the need to comply with a wide variety of foreign and
United States export laws, trade restrictions, and the greater difficulty of
administering business overseas.
The markets for many of our products are subject to changing
technology.
The
markets for many products we sell, particularly endoscope reprocessing
equipment, are subject to changing technology, new product introductions and
product enhancements, and evolving industry standards. The introduction or
enhancement of products embodying new technology or the emergence of new
industry standards could render existing products obsolete or result in short
product life cycles. Accordingly, our ability to compete is in part dependent
on our ability to continually offer enhanced and improved products.
18
Table of Contents
We may be exposed to product liability claims resulting from the use of
products we sell and distribute.
We may
be exposed to product liability claims resulting from the products we sell and
distribute. We maintain general liability insurance that includes product
liability coverage, which we believe is adequate for our businesses. However,
there can be no assurance that insurance coverage for these risks will continue
to be available or, if available, that it will be sufficient to cover potential
claims or that the present level of coverage will continue to be available at a
reasonable cost. A partially or completely uninsured successful claim against
us could have a material adverse effect on us.
We
use chemicals and other regulated substances in the manufacturing of our
products.
In the
ordinary course of certain of our manufacturing processes, we use various
chemicals and other regulated substances. Although we are not aware of any
material claims involving violation of environmental or occupational health and
safety laws or regulations, there can be no assurance that such a claim may not
arise in the future, which could have a material adverse effect on us.
We
rely on intellectual property and proprietary rights to maintain our
competitive position.
We
rely heavily on proprietary technology that we protect primarily through
licensing arrangements, patents, trade secrets, and proprietary know-how. There
can be no assurance that any pending or future patent applications will be
granted or that any current or future patents, regardless of whether we are an
owner or a licensee of the patent, will not be challenged, rendered
unenforceable, invalidated, or circumvented or that the rights will provide a
competitive advantage to us. There can also be no assurance that our trade
secrets or non-disclosure agreements will provide meaningful protection of our
proprietary information. There can also be no assurance that others will not
independently develop similar technologies or duplicate any technology
developed by us or that our technology will not infringe upon patents or other
rights owned by others.
If we are unable to retain key personnel, our business could be
adversely affected.
Our
success is dependent to a significant degree upon the efforts of key members of
our management. Although several key personnel are parties to employment
agreements, such agreements cannot assure the continued services of such
personnel, and the loss or unavailability of any of them could have a material
adverse effect on our business. In addition, our success depends in large part
on our ability to attract and retain highly qualified scientific, technical,
sales, marketing and other personnel. Competition for such personnel is intense
and there can be no assurance that we will be able to attract and retain the
personnel necessary for the development and operation of our businesses.
Our stock price has been volatile and may experience continued
significant price and volume fluctuations in the future that could reduce the
value of outstanding shares.
The market for our
common stock has, from time to time, experienced significant price and volume
fluctuations that may have been unrelated to our operating performance. Factors
such as announcements of variations in our quarterly financial results and new
business developments could also cause the market price of our common stock to
fluctuate significantly.
Item 1B.
UNRESOLVED
STAFF COMMENTS.
None
Item 2.
PROPERTIES
.
Owned Facilities
We own three buildings located on adjacent sites,
comprising a total of 16.5 acres of land in Plymouth, a suburb of Minneapolis,
Minnesota. The principal facility is a 110,000 square-foot building, used for
executive, administrative and sales staff, research operations, manufacturing
and warehousing. The second facility is a 65,000 square-foot building used for manufacturing
and warehousing. The third facility is a 43,000 square-foot building used
primarily for manufacturing and warehouse operations. These facilities are used
for our Dialysis, Endoscope Reprocessing and Therapeutic operating segments, as
well as a portion of our Water Purification and Filtration operating segment.
19
Table of Contents
We own a 63,000 square foot building in Hauppauge, New
York, the headquarters for our Crosstex subsidiary, which is used for
executive, administrative and sales staff, manufacturing and warehousing for
our Healthcare Disposables operating segment.
We own a 21,000 square-foot building in Heerlen, the
Netherlands that has served as our European headquarters and has been used as a
sales office, manufacturing facility and warehouse for our Dialysis, Endoscope
Reprocessing, and Therapeutic operating segments as well as a portion of our
Water Purification and Filtration operating segment. In June 2008, we announced that most of
the operations at the facility would be transferred to our Plymouth, Minnesota
facility. Consequently, we are seeking to sell the facility in fiscal 2009.
Leased Facilities
Our principal leased facilities include the following:
Location
|
|
Purpose
|
|
Square Footage
|
|
Principal Operating
Segment
|
Middletown, PA
|
|
Warehouse and
distribution hub
|
|
31,000
|
|
Dialysis
|
Plymouth, MN
|
|
Warehousing
|
|
44,000
|
|
Various
|
Hauppauge, NY
|
|
Warehousing
|
|
40,000
|
|
Healthcare Disposables
|
Sharon, PA*
|
|
Manufacturing and
warehousing
|
|
35,000
|
|
Healthcare Disposables
|
Santa Fe Springs, CA
|
|
Manufacturing and
warehousing
|
|
35,000
|
|
Healthcare Disposables
|
Lawrenceville, GA
|
|
Manufacturing and
warehousing
|
|
40,000
|
|
Healthcare Disposables
|
Burlington, Ontario
|
|
Sales and
administrative offices, research and engineering, manufacturing, and
warehousing
|
|
21,600
|
|
Water Purification and
Filtration
|
Skippack, PA
|
|
Sales and
administrative offices, manufacturing, warehousing and regeneration plant
|
|
22,500
|
|
Water Purification and
Filtration
|
Lowell, MA
|
|
Sales and
administrative offices, manufacturing, warehousing and regeneration plant.
|
|
26,000
|
|
Water Purification and
Filtration
|
Edmonton, Alberta
|
|
Executive, sales and
administrative offices, manufacturing and warehousing
|
|
11,700
|
|
Specialty Packaging
(Included in All Other reporting segment)
|
Little Falls, NJ
|
|
Corporate executive
offices
|
|
8,900
|
|
Cantel Medical Corp.
|
*The facility in Sharon
is owned by an entity controlled by three of the former owners of Crosstex, two
of whom also currently serve as officers of Crosstex. The entity is currently negotiating the sale
of the building to a third party in a transaction under which the buyer will be
making substantial improvements in consideration for Crosstex agreeing to enter
into a new lease agreement that will provide for increased rental charges.
In addition, we lease office and sales space in Tokyo,
Japan; Singapore; and Beijing, China that is used for all of our operating
segments other than Healthcare Disposables and Specialty Packaging. We lease
office, sales and warehouse space in Lienden, the Netherlands, and Osaka, Japan
for our Healthcare Disposables segment.
We lease additional space
for our Water Purification and Filtration
segment in Downers Grove, Illinois; Norcross, Georgia; Manassas Park,
Virginia; Goshen, New York; Orion Township, Michigan; Cleveland, Ohio; Raleigh,
North Carolina; Homewood, Alabama; Ethridge, Tennessee; Addison, Texas; Auburn,
Washington; Lakeland, Florida; Toronto, Ontario; and Montreal, Quebec. The
Downers Grove, Norcross, Toronto and Montreal facilities serve as warehouses
and regeneration plants, while the other locations are small storage facilities
supporting local service operations.
We also lease additional space for our Specialty
Packaging segment in Glen Burnie, Maryland that is used for sales and
marketing, warehousing and as a distribution hub.
Net rentals for leased space for fiscal 2008
aggregated approximately $2,849,000 compared with $2,792,000 in fiscal 2007.
20
Table of
Contents
Item 3.
LEGAL
PROCEEDINGS
.
In the normal course of business, we are subject to
pending and threatened legal actions. It is our policy to accrue for amounts
related to these legal matters if it is probable that a liability has been
incurred and an amount of anticipated exposure can be reasonably estimated.
Item 4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
.
There was no submission of matters to a vote during
the three months ended July 31, 2008.
PART II
Item 5.
MARKET FOR REGISTRANTS COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
.
Our Common Stock trades on the New York Stock Exchange
under the symbol CMN.
The following table sets forth, for the periods
indicated, the high and low closing prices for the Common Stock as reported by
the New York Stock Exchange.
|
|
HIGH
|
|
LOW
|
|
|
|
|
|
|
|
Year Ended July 31, 2008
|
|
|
|
|
|
First
Quarter
|
|
$
|
18.00
|
|
$
|
13.70
|
|
Second
Quarter
|
|
19.10
|
|
11.27
|
|
Third
Quarter
|
|
11.92
|
|
9.55
|
|
Fourth
Quarter
|
|
13.05
|
|
9.14
|
|
|
|
|
|
|
|
Year Ended July 31, 2007
|
|
|
|
|
|
First
Quarter
|
|
$
|
14.54
|
|
$
|
12.70
|
|
Second
Quarter
|
|
17.05
|
|
13.73
|
|
Third
Quarter
|
|
19.37
|
|
15.38
|
|
Fourth
Quarter
|
|
18.85
|
|
14.48
|
|
We have not paid any cash dividends on our Common
Stock and a change in this policy is not presently under consideration by the
Board of Directors. We are not permitted to pay cash dividends on our Common
Stock without the consent of our lenders.
On September 19, 2008, the closing price of our
Common Stock was $10.31 and we had 365 record holders of Common Stock. A number
of such holders of record are brokers and other institutions holding shares of
Common Stock in street name for more than one beneficial owner.
In May 2008, our
Board of Directors approved the repurchase of up to 500,000 shares of our
outstanding Common Stock under a repurchase program commencing on June 9,
2008. Under the repurchase program we may repurchase shares from time-to-time
at prevailing prices and as permitted by applicable securities laws (including
SEC Rule 10b-18) and New York Stock Exchange requirements, and subject to
market conditions. The repurchase program has a one-year term ending on June 8,
2009.
The first repurchase
under our repurchase program occurred on July 11, 2008. Through July 31,
2008, we completed the repurchase of 90,700 shares under the program at a total
average price per share of $9.42. Through September 19, 2008, we
repurchased an additional 6,500 shares. Therefore, at September 19, 2008,
we had repurchased 97,200 shares under the repurchase program at a total
average price per share of $9.42 and the maximum number of remaining shares
that may be repurchased under the program are 402,800 shares.
In April 2006, our
Board of Directors approved the repurchase of up to 500,000 shares of our
outstanding Common Stock under a repurchase program that expired on April 12,
2007. We repurchased 464,800 shares under that repurchase program at a total
average price per share of $14.02. Of the 464,800 shares, 161,800 and 303,000
shares were repurchased during fiscals 2007 and 2006, respectively.
21
Table of
Contents
Stock Performance Graph
The following graph compares the cumulative total
stockholder return on our Common Stock for the last five fiscal years with the
cumulative total returns on the Russell 2000 index and the Dow Jones US Health
Care Equipment & Services index over the same period (assuming an
investment of $100 in our common stock and in each of the indexes on July 31,
2003, and where applicable, the reinvestment of all dividends.)
COMPARISON
OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Cantel
Medical Corp., The Russell 2000 Index
And The Dow Jones
US Health Care Equipment & Services Index
*$100 invested on 7/31/03
in stock & index-including reinvestment of dividends.
Fiscal year ending July 31.
Copyright © 2008 Dow Jones
& Co. All rights reserved.
22
Table of
Contents
Item 6.
SELECTED
CONSOLIDATED FINANCIAL DATA
.
The financial data in the following table is qualified
in its entirety by, and should be read in conjunction with, the financial
statements and notes thereto and other information incorporated by reference in
this Form 10-K. Dyped and Saf-T-Pak are reflected in the Consolidated
Statements of Income Data for fiscals 2008, 2007, 2006, 2005 and the portion of
fiscal 2004 subsequent to their acquisitions on September 12, 2003 and June 1,
2004, respectively. Crosstex is reflected in the Consolidated Statements of
Income Data for fiscals 2008, 2007 and 2006. GE Water and Twist are reflected
in the Consolidated Statements of Income Data for 2008 and the portion of
fiscal 2007 subsequent to their acquisitions on March 30, 2007 and July 9,
2007, respectively. DSI, Verimetrix and Strong Dental are reflected in the
Consolidated Statements of Income Data for the portion of fiscal 2008
subsequent to their acquisitions on August 1, 2007, September 17,
2007 and September 26, 2007, respectively. DSI, Verimetrix, Strong Dental,
Dyped, Saf-T-Pak, Crosstex, GE Water and Twist are not reflected in the results
of operations for all other periods presented. Carsen is reflected as a
discontinued operation for all years presented.
Consolidated Statements of Income
Data
(Amounts in thousands, except per share data)
|
|
Year Ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$
|
249,374
|
|
$
|
219,044
|
|
$
|
192,179
|
|
$
|
137,157
|
|
$
|
123,041
|
|
Cost
of sales
|
|
161,748
|
|
140,032
|
|
122,963
|
|
83,276
|
|
78,103
|
|
Gross
profit
|
|
87,626
|
|
79,012
|
|
69,216
|
|
53,881
|
|
44,938
|
|
Income
from continuing operations before interest expense and income taxes
|
|
17,967
|
|
16,839
|
|
15,344
|
|
14,322
|
|
9,844
|
|
Interest
expense, net
|
|
4,116
|
|
2,737
|
|
3,393
|
|
940
|
|
1,497
|
|
Income
from continuing operations before income taxes
|
|
13,851
|
|
14,102
|
|
11,951
|
|
13,382
|
|
8,347
|
|
Income
taxes
|
|
5,158
|
|
5,998
|
|
5,298
|
|
5,487
|
|
3,470
|
|
Income
from continuing operations
|
|
8,693
|
|
8,104
|
|
6,653
|
|
7,895
|
|
4,877
|
|
Income
from discontinued operations, net of tax
|
|
|
|
342
|
|
10,268
|
|
7,610
|
|
5,777
|
|
Gain
on disposal of discontinued operations, net of tax
|
|
|
|
|
|
6,776
|
|
|
|
|
|
Net
income
|
|
$
|
8,693
|
|
$
|
8,446
|
|
$
|
23,697
|
|
$
|
15,505
|
|
$
|
10,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per common share:
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$
|
0.54
|
|
$
|
0.52
|
|
$
|
0.43
|
|
$
|
0.53
|
|
$
|
0.34
|
|
Discontinued
operations
|
|
|
|
0.02
|
|
0.66
|
|
0.52
|
|
0.41
|
|
Gain
on disposal of discontinued operations
|
|
|
|
|
|
0.44
|
|
|
|
|
|
Net
income
|
|
$
|
0.54
|
|
$
|
0.54
|
|
$
|
1.53
|
|
$
|
1.05
|
|
$
|
0.75
|
|
Diluted:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$
|
0.53
|
|
$
|
0.50
|
|
$
|
0.41
|
|
$
|
0.49
|
|
$
|
0.32
|
|
Discontinued
operations
|
|
|
|
0.02
|
|
0.63
|
|
0.47
|
|
0.38
|
|
Gain
on disposal of discontinued operations
|
|
|
|
|
|
0.42
|
|
|
|
|
|
Net
income
|
|
$
|
0.53
|
|
$
|
0.52
|
|
$
|
1.46
|
|
$
|
0.96
|
|
$
|
0.70
|
|
Weighted
average number of common and common equivalent shares: (1)
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
16,116
|
|
15,631
|
|
15,471
|
|
14,830
|
|
14,188
|
|
Diluted
|
|
16,371
|
|
16,153
|
|
16,276
|
|
16,208
|
|
15,244
|
|
23
Table of
Contents
Consolidated Balance Sheets Data
(Amounts in thousands, except per share data)
|
|
July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
279,190
|
|
$
|
263,671
|
|
$
|
238,227
|
|
$
|
165,279
|
|
$
|
146,726
|
|
Current
assets
|
|
84,561
|
|
76,731
|
|
82,448
|
|
94,490
|
|
73,943
|
|
Current
liabilities
|
|
38,922
|
|
35,971
|
|
39,097
|
|
43,475
|
|
27,208
|
|
Working
capital
|
|
45,639
|
|
40,760
|
|
43,351
|
|
51,015
|
|
46,735
|
|
Long-term
debt
|
|
50,300
|
|
51,000
|
|
34,000
|
|
|
|
22,000
|
|
Stockholders
equity
|
|
168,712
|
|
155,070
|
|
140,805
|
|
108,626
|
|
86,511
|
|
Book
value per outstanding common share (1)
|
|
$
|
10.31
|
|
$
|
9.62
|
|
$
|
9.14
|
|
$
|
7.24
|
|
$
|
5.92
|
|
Common
shares outstanding (1)
|
|
16,371
|
|
16,116
|
|
15,399
|
|
15,005
|
|
14,612
|
|
(1)
Per
share and share amounts have been adjusted to reflect a three-for-two stock
split effected in the form of a 50% stock dividend paid in January 2005.
24
Table of
Contents
Item 7.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
.
The following Managements Discussion and Analysis of
Financial Condition and Results of Operations (MD&A) is intended to help
you understand Cantel Medical Corp. (Cantel). The MD&A is provided as a
supplement to and should be read in conjunction with our financial statements
and the accompanying notes. Our MD&A includes the following sections:
Overview
provides a brief
description of our business and a summary of significant activity that has
affected or may affect our results of operations and financial condition.
Results of Operations
provides a
discussion of the consolidated results of continuing operations for fiscal 2008
compared with fiscal 2007, and fiscal 2007 compared with fiscal 2006.
Liquidity and Capital Resources
provides an overview of our working capital, cash flows, contractual
obligations, financing and foreign currency activities.
Critical Accounting Policies
provides a discussion of our accounting policies that require critical
judgments, assumptions and estimates.
Overview
Cantel is a leading provider of infection prevention
and control products in the healthcare market, specializing in
the following operating segments:
·
Water Purification and Filtration
: Water
purification equipment and services, filtration and separation products, and
disinfectants for the medical, pharmaceutical, biotech, beverage and commercial
industrial markets.
·
Dialysis
: Medical device reprocessing
systems, sterilants/disinfectants, dialysate concentrates and other supplies
for renal dialysis.
·
Healthcare Disposables
: Single-use,
infection control products used principally in the dental
market including face masks, towels and bibs, tray covers, saliva ejectors,
germicidal wipes, plastic cups, sterilization pouches and disinfectants.
·
Endoscope Reprocessing
: Medical device
reprocessing systems and sterilants/disinfectants for endoscopy.
·
Therapeutic Filtration
: Hollow fiber
membrane filtration and separation technologies for medical applications.
(Included in All Other reporting segment)
·
Specialty Packaging
: Specialty packaging
and thermal control products, as well as related compliance training, for the
transport of infectious and biological specimens and thermally sensitive
pharmaceutical, medical and other products. (Included in All Other reporting
segment)
Most of our equipment, consumables and supplies are
used to help prevent the occurrence or spread of infections.
25
Significant Activity
(i)
|
|
Distributors of our dental products have undergone
consolidation during fiscal 2007, which adversely impacted sales of our
Healthcare Disposables segment in fiscal 2008 due to the loss of some private
label business, and with respect to our first quarter of fiscal 2008 and our
fourth quarter of fiscal 2007, rationalization of duplicate inventories in
the consolidated companies. We cannot predict what impact consolidation in
this industry will have on future sales of our healthcare disposable
products.
|
|
|
|
(ii)
|
|
Higher raw material, manufacturing and distribution
costs adversely impacted our results of operations in fiscal 2008, compared
with fiscal 2007, as more fully described elsewhere in this MD&A.
|
|
|
|
(iii)
|
|
We sell our dialysis products to a concentrated
number of customers. Sales in our Dialysis segment were adversely impacted
during our fourth quarter of fiscal 2008 and will continue to be adversely
impacted during fiscal 2009 due to the loss of some low margin dialysate
concentrate business as a result of the highly competitive and price
sensitive market for such product, as more fully described elsewhere in this
MD&A.
|
|
|
|
(iv)
|
|
Effective April 22, 2008, our former President
and Chief Executive Officer resigned and our Chief Operating Officer and
Executive Vice President was promoted to President. As a result of this
resignation, a charge of approximately $720,000 primarily relating to
separation benefits was recorded, which decreased both basic and diluted
earnings per share from continuing operations by approximately $0.03 in
fiscal 2008, as more fully described elsewhere in this MD&A.
|
|
|
|
(v)
|
|
In June 2008, we announced and began executing
our plan to restructure our Netherlands manufacturing operations as part of
our continuing effort to reduce operating costs and leverage our existing
United States infrastructure. As a result of this restructuring, a charge of
approximately $365,000 was recorded during the fourth quarter, which
decreased both basic and diluted earnings per share from continuing
operations by $0.02 in fiscal 2008. An additional charge of approximately
$450,000 is expected in fiscal 2009, as more fully described in Note 18 to
the Consolidated Financial Statements and elsewhere in this MD&A.
|
|
|
|
(vi)
|
|
A stronger Canadian dollar and Euro against the
United States dollar adversely impacted our results of operations during
fiscal 2008, compared with fiscal 2007, as more fully described elsewhere in
this MD&A. The increase in values of the Canadian dollar and Euro were
approximately 11.8% and 13.3%, respectively, compared with fiscal 2007, based
upon average exchange rates reported by banking institutions.
|
|
|
|
(vii)
|
|
Fiscal 2008 acquisitions: We acquired the businesses
of Dialysis Services, Inc. (DSI) on August 1, 2007, Verimetrix,
LLC (Verimetrix) on September 17, 2007, and Strong Dental
Products, Inc. (Strong Dental) on September 26, 2007, as more
fully described in Business Fiscal 2008 Acquisitions and Note 3 to the
Consolidated Financial Statements.
|
|
|
|
(viii)
|
|
Fiscal 2007 acquisitions: We acquired GE
Water & Process Technologies water dialysis business (the GE Water
Acquisition or GE Water) on March 30, 2007 and the business of Twist
2 It Inc. (Twist) on July 9, 2007, as more fully described in Note 3
to the Consolidated Financial Statements.
|
|
|
|
(ix)
|
|
Fiscal 2006 acquisitions: We acquired Crosstex
International Inc. (Crosstex) on August 1, 2005 and the business of
Fluid Solutions, Inc. (FSI) on May 1, 2006, as more fully
described in Note 3 to the Consolidated Financial Statements.
|
|
|
|
(x)
|
|
The Olympus distribution agreements with Carsen
Group Inc. (Carsen), as well as Carsens active business operations,
terminated on July 31, 2006, as more fully described elsewhere in this
MD&A and Note 19 to the Consolidated Financial Statements. Accordingly,
Carsen is reported as a discontinued operation for all years presented.
|
26
Table of
Contents
Results of Operations
The results of operations reflect the continuing
operating results of Cantel and its wholly-owned subsidiaries, but exclude the
operating results of Carsen.
Since the GE Water and Twist acquisitions were
completed on March 30, 2007 and July 9, 2007, respectively, their
results of operations are included in our results of operations for fiscal 2008
and the portion of fiscal 2007 subsequent to their respective acquisition dates
and are not reflected in our results of operations for fiscal 2006.
The acquisitions of DSI, Verimetrix and Strong Dental
had an overall insignificant effect on our results of operations for fiscal
2008 since their respective acquisition dates due to the small size of these
businesses. Their results of operations are not reflected in our results of
operations for fiscal 2007 and 2006.
The distribution agreements between Olympus America
Inc. and certain of its affiliates (collectively, Olympus) and our
wholly-owned subsidiary, Carsen, as well as Carsens active business
operations, terminated on July 31, 2006, as more fully described elsewhere
in this MD&A and Note 19 to the Consolidated Financial Statements.
Accordingly, Carsen is reported as a discontinued operation for fiscals 2008,
2007 and 2006.
For fiscal 2008 compared with fiscal 2007, and fiscal
2007 compared with fiscal 2006, discussion herein of our pre-existing business
refers to all of our reporting segments with the exception of the operating
results of the GE Water Acquisition included in our Water Purification and
Filtration reporting segment, as well as the discontinued operations of Carsen.
The following table gives information as to the net
sales from continuing operations and the percentage to the total net sales from
continuing operations for each of our reporting segments.
|
|
Year Ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
(Dollar Amounts in thousands)
|
|
|
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Water
Purification and Filtration
|
|
$
|
68,589
|
|
27.5
|
|
$
|
49,032
|
|
22.4
|
|
$
|
36,356
|
|
18.9
|
|
Dialysis
|
|
60,075
|
|
24.1
|
|
58,696
|
|
26.8
|
|
58,908
|
|
30.7
|
|
Healthcare
Disposables
|
|
58,657
|
|
23.5
|
|
57,610
|
|
26.3
|
|
54,293
|
|
28.3
|
|
Endoscope
Reprocessing
|
|
46,924
|
|
18.8
|
|
38,941
|
|
17.8
|
|
30,403
|
|
15.8
|
|
All
Other
|
|
15,129
|
|
6.1
|
|
14,765
|
|
6.7
|
|
12,219
|
|
6.3
|
|
|
|
$
|
249,374
|
|
100.0
|
|
$
|
219,044
|
|
100.0
|
|
$
|
192,179
|
|
100.0
|
|
Fiscal 2008 compared with Fiscal
2007
Net sales
Net sales increased by $30,330,000, or 13.8%, to
$249,374,000 in fiscal 2008 from $219,044,000 in fiscal 2007. Net sales of our
pre-existing business increased by $13,154,000, or 6.2%, to $225,249,000 in
fiscal 2008 compared with $212,095,000 in fiscal 2007. Net sales contributed by
the GE Water Acquisition in fiscal 2008 and 2007 were $24,125,000 and
$6,949,000, respectively.
Net sales were positively impacted in fiscal 2008 compared
with fiscal 2007 by approximately $1,040,000 due to the translation of euro net
sales primarily of our Endoscope Reprocessing and Dialysis operating segments
using a stronger euro against the United States dollar.
In addition, net sales were positively impacted in
fiscal 2008 compared with fiscal 2007 by approximately $815,000 due to the
translation of Canadian dollar net sales primarily of our Water Purification
and Filtration operating segment using a stronger Canadian dollar against the
United States dollar.
Although net sales in all of our reporting segments
increased in fiscal 2008, the increase in net sales of our pre-existing
business in fiscal 2008 was principally attributable to increases in sales of
endoscope reprocessing products and services and water purification and
filtration products and services.
27
Table of
Contents
Net sales of endoscope reprocessing products and
services increased by 20.5% in fiscal 2008, compared with fiscal 2007,
primarily due to (i) an increase in demand for our endoscope disinfection
equipment and disinfectants both internationally and in the United States and
product service in the United States, (ii) approximately $1,950,000 in
incremental net sales in fiscal 2008 due to the acquisition of Verimetrix on September 17,
2007, and (iii) approximately $1,670,000 in higher net sales due to an
increase in selling prices of our Medivators endoscope reprocessing equipment
and related products and service in the United States as a result of selling
directly to our customers and not through a distributor. Beginning in our
second quarter of fiscal 2007, we commenced the sale of equipment directly to
our customers in the United States. Although this distributor continued to
purchase high-level disinfectants, cleaners, and consumables from us and
provide product service to our customers during fiscals 2008 and 2007, we have
been gradually converting the sale of such items to our direct sales and
service force at higher selling prices. The increase in demand for our
disinfectants and product service is also attributable to the increased field
population of equipment and our ability to convert users of competitive
disinfectants to our products.
Net sales of water purification and filtration
products and services from our pre-existing business increased by 5.7% in
fiscal 2008 compared with fiscal 2007, primarily due to an increase in demand
for our water purification equipment from dialysis customers as well as an
increase in service revenue from the improved density and efficiency of our
pre-existing service delivery network partially due to recent acquisitions.
This increase was partially offset in fiscal 2008 by a decrease in commercial
and industrial (large capital) equipment sales as a result of (i) our
decision made in early fiscal 2007 to refocus our efforts on selling large
capital equipment with standardized designs instead of customized designs that
have historically provided lower profitability and (ii) delayed
investments in capital equipment by customers due to the softening of the
United States economy. Increases in selling prices of our water purification
products and services did not have a significant effect on net sales in fiscal
2008 compared with fiscal 2007.
With respect to GE Water, which is excluded from the
above discussion of our pre-existing business, average quarterly sales of water
purification and filtration products and services in fiscal 2008 were
approximately 15% higher when compared with the post-acquisition period ended July 31,
2007, due to improved sales opportunities within the installed equipment base
of business as a result of combining GE Water with our pre-existing water
purification and filtration business.
Net sales of dialysis products and services increased
by 2.3% in fiscal 2008, compared with fiscal 2007, primarily due to (i) increased
demand during the first nine months of fiscal 2008 from customers, both in the
United States and internationally, for dialysate concentrate (a concentrated
acid or bicarbonate used to prepare dialysate, a chemical solution that draws
waste products from a patients blood through a dialyzer membrane during
hemodialysis treatment) and (ii) higher selling prices primarily on
dialysate concentrate, including freight invoiced to customers (related costs
of a similar amount are included within cost of sales), to partially offset
increased manufacturing and shipping costs. This increase in net sales was
partially offset by a decrease of approximately $2,600,000, or 27%, in net
sales of dialysate concentrate during the three months ended July 31,
2008, compared with the three months ended July 31, 2007, due to the loss
of some dialysate concentrate business as a result of the highly competitive
and price sensitive market for this low margin commodity product. Due to sales
price decreases by some of our competitors, we expect a similar decrease in net
sales of our low margin dialysate concentrate product throughout fiscal 2009 as
we elect not to pursue unprofitable concentrate sales.
Net sales of healthcare disposable products increased
by 1.8% in fiscal 2008, compared with fiscal 2007, primarily due to (i) an
increase in demand during the second half of fiscal 2008 for our instrument
sterilization pouches, cups, towels and face mask products, (ii) approximately
$2,032,000 in incremental net sales in fiscal 2008 due to the acquisitions of
Strong Dental on September 26, 2007 and Twist on July 9, 2007 and (iii) approximately
$1,639,000 in higher net sales due to an increase in selling prices. Such
selling price increases were implemented to offset corresponding supplier cost
increases and therefore did not have a significant impact on gross profit.
Partially offsetting these increases in 2008 net sales were (i) a high
level of demand during the first three months of fiscal 2007 for face mask
products due to a heightened awareness of avian flu prevention and (ii) distributors
of our dental products had undergone consolidation during 2007, which has
adversely impacted sales of our Healthcare Disposables segment in fiscal 2008
due to the loss of some private label business, and with respect to the first
three months of fiscal 2008 and our fourth quarter of fiscal 2007,
rationalization of duplicate inventories in the consolidated companies.
Net sales contributed by the Therapeutic Filtration
operating segment were $8,294,000, an increase of 6.5%, in fiscal 2008 compared
with fiscal 2007. The increase in sales in fiscal 2008 was primarily due to the
recommencement in February 2007 of sales of filters manufactured by us on
an OEM basis for a single customers hydration system. This customer had
previously experienced a voluntary recall of the system (unrelated to our
product) and was not purchasing filters until their sales of hydration systems
recommenced. Increases in selling prices of our therapeutic filtration products
did not have a significant effect on net sales in fiscal 2008 compared with
fiscal 2007.
28
Table of
Contents
Net sales contributed by the Specialty Packaging
operating segment were $6,835,000, a decrease of 2.1%, in fiscal 2008 compared
with fiscal 2007. This decrease in sales was primarily due to decreased
customer demand in the United States for our compliance training products due
to the timing of orders relating to the government mandated two-year compliance
certification period, partially offset by increases in selling prices of
approximately $240,000.
Gross profit
Gross profit increased by $8,614,000, or 10.9%, to
$87,626,000 in fiscal 2008 from
$79,012,000 in fiscal 2007. Gross profit of our pre-existing business increased
by $4,197,000, or 5.5%, to $81,205,000 in fiscal 2008 from $77,008,000 in fiscal 2007. Gross profit
contributed by the GE Water Acquisition in fiscal 2008 and for the four month
period ended July 31, 2007 (since the date of the acquisition) was
$6,421,000 and $2,004,000, respectively.
Gross profit as a percentage of net sales in fiscals
2008 and 2007 was 35.1% and 36.1%, respectively. Gross profit as a percentage
of net sales of our pre-existing business in fiscals 2008 and 2007 was 36.1% and
36.3%, respectively. Gross profit as a percentage of net sales for the GE Water
Acquisition in fiscal 2008 and for the four month period ended July 31,
2007 (since the date of the acquisition) was 26.6% and 28.8%, respectively.
The gross profit percentage of our pre-existing
business in fiscal 2008 decreased compared with fiscal 2007 primarily due to (i) a
change in sales mix, including increases in sales of Renalin
®
sterilant to large national chains that typically receive more favorable
pricing, and lower margin water purification services, and with respect to the
first six months of fiscal 2008 a decrease in sales of certain higher margin
healthcare disposables products such as face masks, (ii) an increase in
raw material, manufacturing and shipping costs in all of our operating
segments, (iii) unabsorbed manufacturing overhead due to the decrease in
commercial and industrial (large capital) equipment sales in our Water
Purification and Filtration segment, (iv) inefficiencies in our Water
Purification and Filtration segment as a result of the integration of the GE
Water Acquisition into our pre-existing business, which is now complete, and (v) approximately
$275,000 in restructuring charges recorded primarily in our Endoscope
Reprocessing segment in our fourth quarter of fiscal 2008 relating to the
relocation of our Netherlands manufacturing operations, as more fully described
elsewhere in this MD&A. Partially offsetting these decreases was an
increase in gross profit percentage in our Endoscope Reprocessing segment as a
result of selling our Medivators brand endoscope reprocessing equipment and
related products and service directly to customers through our own United
States field sales and service organization instead of through a distributor as
was done during a significant portion of the first three months of fiscal 2007.
Additionally, although this distributor continued to purchase high-level
disinfectants, cleaners, and consumables from us and provide product service to
our customers during fiscals 2008 and 2007, we have been gradually converting
the sale of such high margin items to our direct sales and service force
resulting in an increase in gross profit percentage.
With respect to GE Water, which is excluded from the
above discussion of our pre-existing business, the gross profit percentage of
water purification and filtration products and services decreased to
approximately 26.6% in fiscal 2008 from 28.8% for the four months ended July 31,
2007 (since the date of the acquisition) due to increased manufacturing costs.
With respect to the increase in the amount of gross
profit (as opposed to the discussion of gross profit percentage), increases in
net sales as explained above constitute the most significant factor in the
increase in gross profit.
Operating expenses
Selling expenses increased by $4,818,000, or 20.2%, to
$28,636,000 in fiscal 2008 from $23,818,000 in fiscal 2007 principally due to
higher compensation expense of approximately $3,900,000 (including travel
costs) primarily relating to increased commissions on increased sales by our
endoscope reprocessing direct sales network and additional headcount resulting
from the GE Water Acquisition; an increase of approximately $340,000 in
advertising and marketing expense primarily related to our Healthcare
Disposables segment; and an increase of approximately $280,000 as a result of
translating selling expenses of our international subsidiaries using a
significantly stronger Canadian dollar and euro against the United States
dollar.
Selling expenses as a percentage of net sales were
11.5% in fiscal 2008 compared with 10.9% in fiscal 2007. Increases in selling
expenses as explained above constitute the most significant factor in the
higher selling expense as a percentage of net sales.
General and
administrative expenses increased by $3,506,000, or 10.5%, to $37,013,000 in
fiscal 2008 from $33,507,000 in fiscal 2007 principally due to an increase of
approximately $1,200,000 in compensation expense due to additional headcount in
our Water Purification and Filtration segment, annual salary increases, severance
expense related to the relocation of our Medivators
29
Table of Contents
manufacturing
operations from the Netherlands to the United States and incentive compensation
relating to the DSI, Verimetrix and Strong Dental acquisitions; an increase of
$782,000 in amortization expense of intangible assets primarily relating to our
acquisitions of GE Water, Twist, DSI, Verimetrix and Strong Dental; the
inclusion of approximately $720,000 in estimated separation benefits and other
costs related to the resignation of our former President and Chief Executive
Officer on April 22, 2008, as more fully described elsewhere in this
MD&A; an increase in stock-based compensation expense of $520,000; and an
increase of approximately $565,000 as a result of foreign exchange losses
associated with translating certain foreign denominated assets into functional
currencies as well as the translation of general and administrative expenses of
our international subsidiaries using a significantly stronger Canadian dollar
and euro against the United States dollar. Partially offsetting these increases
was the non-reoccurrence of $137,000 in incentive compensation directly related
to the GE Water Acquisition, which was incurred during the three months ended April 30,
2007.
General and
administrative expenses as a percentage of net sales were 14.8% in fiscal 2008,
compared with 15.3% in fiscal 2007.
Research and development expenses (which include
continuing engineering costs) were $4,010,000 and $4,848,000 in fiscal 2008 and
2007, respectively. The majority of our research and development expenses
related to our MDS endoscope reprocessor and specialty filtration products. The
decrease in research and development expense in fiscal 2008, compared with
fiscal 2007, is due to less development work on the European version of our MDS
endoscope reprocessor.
Interest
Interest expense increased by $1,123,000 to $4,631,000
in fiscal 2008 from $3,508,000 in fiscal 2007 primarily due to the increase in
average outstanding borrowings as a result of financing the purchase prices of
the acquisitions of GE Water, DSI, Verimetrix and Strong Dental.
Interest income decreased by $256,000 to $515,000 in
fiscal 2008 from $771,000 in fiscal 2007 primarily due to a lower average
balance of cash and cash equivalents and a decrease in average interest rates.
Income from continuing operations
before taxes
Income from continuing operations before income taxes
decreased by $251,000 to $13,851,000 in fiscal 2008 from $14,102,000 in fiscal
2007.
Income taxes
The consolidated effective tax rate was 37.2% and
42.5% for fiscal 2008 and 2007, respectively. The decrease in the consolidated
effective tax rate was affected principally by the geographic mix of pre-tax
income and statutory tax rate reductions as described below.
The majority of our income from continuing operations
before income taxes is generated from our United States operations, which had
an overall effective tax rate in fiscal 2008 of 34.4%. This low overall
effective rate is principally caused by (i) our combined federal and state
statutory tax rate of approximately 37.5% as applied to current operations and (ii) recently
enacted New York state tax rate reductions as applied to existing deferred
income tax liabilities in our Healthcare Disposables segment.
Our Canadian operations had an overall effective tax
rate in fiscal 2008 of 22.5%, which overall rate was favorably impacted by
recently enacted Canadian federal tax rate reductions as applied to existing
deferred income tax liabilities in the Canadian portion of our Water
Purification and Filtration business.
A tax benefit was not recorded on the losses from
operations at our Netherlands subsidiary for fiscals 2008 and 2007, thereby
causing our overall consolidated effective tax rate to exceed the effective tax
rates in our United States and Canadian operations. Although we continued to
incur an overall loss from our Netherlands operation in fiscal 2008, such loss
decreased significantly compared to fiscal 2007. In fiscal 2009, we will be
completing the restructuring of our Netherlands operation as described in Note
18 to the Consolidated Financial Statements and elsewhere in this MD&A.
Additionally, during fiscal 2008 we decided to place a
full valuation allowance against the NOLs of our Japanese subsidiary, which
resulted in the recording of tax expense on the past losses of our subsidiary
in Japan. The results of continuing operations for our subsidiary in Singapore
did not have a significant impact on our overall effective tax rate for fiscal
2008 due to the size of the operation relative to our United States, Canada and
Netherlands operations.
30
Table of Contents
In July 2006,
the Financial Accounting Standards Board (FASB) issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109
(FIN 48), which
clarifies the accounting and reporting for uncertainties in income tax law. FIN
48 prescribes a comprehensive model for the financial statement recognition,
measurement, presentation and disclosure of uncertain tax positions taken or
expected to be taken in income tax returns. FIN 48 is effective for fiscal
years beginning after December 15, 2006 and therefore was adopted on August 1,
2007. The adoption of FIN 48 did not have a material effect on our financial
position or results of operations since, after the completion of our
evaluation, we did not record an increase or decrease to our income taxes
payable or deferred tax liabilities related to unrecognized income tax benefits
for uncertain tax positions.
We record liabilities for an unrecognized tax benefit
when a tax benefit for an uncertain tax position is taken or expected to be
taken on a tax return, but is not recognized in our Consolidated Financial
Statements because it does not meet the more-likely-than-not recognition
threshold that the uncertain tax position would be sustained upon examination
by the applicable taxing authority. The majority of our unrecognized tax
benefits originated from acquisitions. Accordingly, any adjustments upon
resolution of income tax uncertainties that predate or result from acquisitions
are recorded as an increase or decrease to goodwill. Therefore, if the
unrecognized tax benefits are recognized in our financial statements in future
periods, there would not be a significant impact to our effective tax rate on
continuing operations. We do not expect such unrecognized tax benefits to
significantly decrease or increase in the next twelve months. A reconciliation
of the beginning and ending amounts of gross unrecognized tax benefits is as
follows:
|
|
Unrecognized
|
|
|
|
Tax Benefits
|
|
|
|
|
|
Unrecognized tax
benefits on August 1, 2007
|
|
$
|
484,000
|
|
Lapse of statute
of limitations
|
|
(57,000
|
)
|
Unrecognized tax
benefits on July 31, 2008
|
|
$
|
427,000
|
|
Generally, the Company is no longer
subject to federal, state or foreign income tax examinations for fiscal years
ended prior to July 31, 2002.
Our policy is to record potential
interest and penalties related to income tax positions in interest expense and
general and administrative expense, respectively, in our Consolidated Financial
Statements. However, such amounts have been relatively insignificant due to the
amount of our unrecognized tax benefits relating to uncertain tax positions.
Stock-Based Compensation
The
following table shows the income statement components of stock-based
compensation expense recognized in the Consolidated Statements of Income:
|
|
Year Ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
$
|
43,000
|
|
$
|
43,000
|
|
$
|
50,000
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
Selling
|
|
123,000
|
|
159,000
|
|
141,000
|
|
General and
administrative
|
|
1,778,000
|
|
1,258,000
|
|
845,000
|
|
Research and
development
|
|
17,000
|
|
22,000
|
|
20,000
|
|
Total operating
expenses
|
|
1,918,000
|
|
1,439,000
|
|
1,006,000
|
|
Discontinued
operations
|
|
|
|
|
|
122,000
|
|
Stock-based
compensation before income taxes
|
|
1,961,000
|
|
1,482,000
|
|
1,178,000
|
|
Income tax
benefits
|
|
(758,000
|
)
|
(490,000
|
)
|
(248,000
|
)
|
Total
stock-based compensation expense, net of tax
|
|
$
|
1,203,000
|
|
$
|
992,000
|
|
$
|
930,000
|
|
The
above stock-based compensation expense before income taxes was recorded in the
Consolidated Financial Statements as stock-based compensation expense (which
decreased both basic and diluted earnings per share from net income by $0.07,
31
Table of Contents
$0.06 and $0.05 in fiscals 2008, 2007 and 2006, respectively) and an
increase to additional capital. The related income tax benefits (which pertain
only to stock awards and options that do not qualify as incentive stock
options) were recorded as an increase to
long-term deferred income tax assets (which are netted with long-term deferred
income tax liabilities) or a reduction to income taxes payable, depending on
the timing of the deduction, and a reduction to income tax expense.
The stock-based compensation expense recorded in our
Consolidated Financial Statements may not be representative of the effect of
stock-based compensation expense in future periods due to the level of awards
issued in past years (which level may not be similar in the future),
assumptions used in determining fair value, and estimated forfeitures. We
determine the fair value of each stock award using the closing market price of
our Common Stock on the date of grant. We estimate the fair value of each
option grant on the date of grant using the Black-Scholes option valuation
model. The determination of fair value using an option-pricing model is
affected by our stock price as well as assumptions regarding a number of
subjective variables. These variables include, but are not limited to, the
expected stock price volatility over the term of the expected option life
(which is determined by using the historical closing prices of our Common
Stock), the expected dividend yield (which is expected to be 0%), and the
expected option life (which is based on historical exercise behavior). If
factors change and we employ different assumptions in the application of SFAS
123R in future periods, the compensation expense that we would record under
SFAS 123R may differ significantly from what we have recorded in the current
period.
Most of our stock option
and stock awards (which consist only of restricted shares) are subject to
graded vesting in which portions of the award vest at different times during
the vesting period, as opposed to awards that vest at the end of the vesting
period. We recognize compensation expense for awards subject to graded vesting
using the straight-line basis, reduced by estimated forfeitures. At July 31,
2008, total unrecognized stock-based compensation expense, net of tax, related
to total nonvested stock options and stock awards was $2,262,000 with a
remaining weighted average period of 27 months over which such expense is
expected to be recognized.
If certain criteria are
met when options are exercised, or with respect to incentive stock options the
underlying shares are sold, the Company is allowed a deduction on its income
tax return. Accordingly, we account for the income tax effect on such income
tax deductions as additional capital (assuming deferred tax assets do not exist
pertaining to the exercised stock options) and as a reduction of income taxes
payable. In fiscals 2008 and 2007, options exercised resulted in income tax
deductions that reduced income taxes payable by $1,071,000 and $1,137,000,
respectively.
We
classify the cash flows resulting from excess tax benefits as financing cash
flows on our Consolidated Statements of Cash Flows. Excess tax benefits arise
when the ultimate tax effect of the deduction for tax purposes is greater than
the tax benefit on stock compensation expense (including tax benefits on stock
compensation expense that has only been reflected in past pro forma disclosures
relating to fiscal years prior to August 1, 2005) which was determined
based upon the awards fair value.
Fiscal 2007 compared with Fiscal
2006
Net sales
Net
sales increased by $26,865,000, or 14.0%, to $219,044,000 in fiscal 2007 from
$192,179,000 in fiscal 2006. Net sales of our pre-existing business increased
by $19,916,000, or 10.4%, to $212,095,000 in fiscal 2007 compared with fiscal
2006. Net sales contributed by the GE Water Acquisition in fiscal 2007 were
$6,949,000.
Net
sales were positively impacted in fiscal 2007 compared with fiscal 2006 by
approximately $726,000 due to the translation of euro net sales primarily of
our Endoscope Reprocessing and Dialysis operating segments using a stronger
euro against the United States dollar.
In
addition, net sales were positively impacted in fiscal 2007 compared with
fiscal 2006 by approximately $215,000 due to the translation of Canadian dollar
net sales primarily of our Water Purification and Filtration operating segment
using a stronger Canadian dollar against the United States dollar.
The
increase in net sales of our pre-existing business in fiscal 2007 was
principally attributable to increases in sales of endoscope reprocessing
products and services, water purification and filtration products and services,
healthcare disposable products, specialty packaging products and therapeutic
filtration products.
32
Table of Contents
Net
sales of endoscope reprocessing products and services increased by 28.1% in
fiscal 2007, compared with fiscal 2006, primarily due to an increase in selling
prices of our Medivators endoscope reprocessing equipment and related products
and service in the United States as a result of selling directly to our
customers and not through a distributor, as more fully described elsewhere in
this MD&A, and an increase in demand for our endoscope disinfection
equipment in Europe and disinfectants and product service both in the United
States and internationally. The increase in demand for our disinfectants and
product service is attributable to the increased field population of equipment
and our ability to convert users of competitive disinfectants to our products.
The increase in customer prices as a result of the direct sales effort
increased sales by approximately $4,700,000 in fiscal 2007, compared with
fiscal 2006.
Net
sales of water purification and filtration products and services from our
pre-existing business increased by 15.8% in fiscal 2007, compared with fiscal
2006, primarily due to the acquisition of Fluid Solutions on May 1, 2006,
which contributed approximately $4,015,000 of incremental net sales in fiscal
2007. In early fiscal 2007, a decision was made to refocus the consumer and
industrial (large capital) portion of the water purification and filtration
equipment business by eliminating contracts with low profitability; as such,
revenue growth in this segment for the total year was moderated by this
activity.
Net
sales of healthcare disposable products increased by 6.1% in fiscal 2007,
compared with fiscal 2006, primarily due to increased demand in the United
States for our face masks and instrument sterilization pouches, and increases
in selling prices of approximately $1,500,000. Such selling price increases
were implemented to offset corresponding supplier cost increases and therefore
did not have a significant impact on gross profit.
Net
sales contributed by the Specialty Packaging operating segment were $6,979,000,
an increase of 34.0%, in fiscal 2007 compared with fiscal 2006. This increase
in sales was primarily due to increased customer demand in the United States
for our specialty packaging and compliance training products and increases in
selling prices of approximately $730,000. There can be no assurance that the
sales growth of specialty packaging products in fiscal 2008 will be comparable
with fiscal 2007.
Net
sales contributed by the Therapeutic Filtration operating segment were
$7,786,000, an increase of 11.1%, in fiscal 2007 compared with fiscal 2006. The
increase in sales in fiscal 2007 was primarily due to an increase in demand
internationally for our hemoconcentrator products (a device used to concentrate
red blood cells and remove excess fluid from the bloodstream during open-heart
surgery) and the recommencement of sales of filters manufactured by us on an
OEM basis for a single customers hydration system. This customer had
previously experienced a voluntary recall of the system (unrelated to our
product) and was not purchasing filters until their sales of hydration systems
recommenced; there can be no assurance that future sales of such filters will
continue at current levels.
Sales
of dialysis products and services in fiscal 2007 were comparable with fiscal
2006. Such sales decreased primarily due to lower average selling prices for
Renalin
®
sterilant and Renatron
®
equipment due to increased sales to large
national chains that typically receive more favorable pricing, and reduced
demand for Renalin sterilant domestically primarily due to the acquisition of
Renal Care Group (RCG) by Fresenius Medical Care (Fresenius), as discussed
below. Offsetting this decrease was an increase in customer demand for Renatron
equipment, both in the United States and internationally, and dialysate
concentrate (a concentrated acid or bicarbonate used to prepare dialysate, a
chemical solution that draws waste products from a patients blood through a
dialyzer membrane during hemodialysis treatment) internationally (partially
offset by decreased demand for concentrate in the United States), as well as an
increase of approximately $2,900,000 in net sales as a result of shipping and
handling fees, such as freight, invoiced to customers in fiscal 2007 (related
costs of a similar amount are included within cost of sales). The majority of
this amount related to two of our larger customers who were previously
responsible for transportation related to the products they purchased from us;
during fiscal 2007, we became responsible for the transportation and invoiced
them for such costs.
The
dialysis industry has undergone significant consolidation through the
acquisition by certain major dialysis chains of other major chains, as well as
smaller chains and independents. In October 2005, DaVita Inc. (DaVita),
the second-largest dialysis chain in the United States, acquired Gambro ABs
United States dialysis clinic business, Gambro Healthcare, Inc. (Gambro
US). DaVita/Gambro US are significant customers of our dialysis reuse products
and accounted for approximately 29% and 25% of our dialysis net sales in fiscal
2007 and 2006, respectively. The DaVita/Gambro US acquisition has resulted in
greater buying power for the larger resulting entity and thereby a reduction in
our net sales and profit margins due to reduced average selling prices of our
dialyzer reprocessing products beginning in November 2005; however,
offsetting this reduction is increased demand for our Renatron equipment and
Renalin sterilant from DaVita/Gambro in fiscal 2007, as compared with fiscal
2006.
33
Table of Contents
In
addition, on March 31, 2006, Fresenius, the largest dialysis chain in the
United States and a provider of single-use dialyzer products, completed its
acquisition of RCG, which was a significant customer of our dialysis reuse
products. Combined net sales of Fresenius and RCG accounted for approximately
12% and 19% of our dialysis net sales in fiscal 2007 and 2006, respectively. We
believe Fresenius has converted most of the dialysis clinics of RCG into
single-use facilities, which has adversely affected our sales of reuse dialysis
products. In addition, the Fresenius acquisition has resulted in the loss of
low margin concentrate business to the RCG dialysis centers since Fresenius
manufactures dialysate concentrate.
We
believe that the majority of the adverse impact of these acquisitions has
already occurred and is therefore reflected in the operating results of our
dialysis segment for the last nine months of fiscal 2007.
Gross profit
Gross
profit increased by $9,796,000, or 14.2%, to $79,012,000 in fiscal 2007 from
$69,216,000 in fiscal 2006. Gross profit of our pre-existing business increased
by $7,792,000, or 11.3%, to $77,008,000 in fiscal 2007 compared with fiscal
2006. Gross profit contributed by the GE Water Acquisition for the four month
period ended July 31, 2007 was $2,004,000 (since the date of the
acquisition).
Gross
profit as a percentage of net sales in fiscals 2007 and 2006 was 36.1% and
36.0%, respectively. Gross profit as a percentage of net sales of our
pre-existing business in fiscal 2007 was 36.3%. Gross profit as a percentage of
net sales for the GE Water Acquisition for the four month period ended July 31,
2007 was 28.8% (since the date of the acquisition).
The
higher gross profit percentage of our pre-existing business in fiscal 2007,
compared with fiscal 2006, was primarily attributable to an increase in gross
profit percentage on our dialysis products due to (i) an improvement in
both customer and product mix related to our dialysate concentrate product,
which improvements resulted from the Fresenius acquisition of RCG and our
strategy of only maintaining concentrate business with an acceptable gross
margin, (ii) lower manufacturing costs including the closing of a
distribution center and (iii) more favorable transportation costs due to
new freight arrangements with certain customers. The increase in gross profit
percentage was also attributable to selling our Medivators brand endoscope
reprocessing equipment, high-level disinfectants, cleaners and consumables
directly to customers through our own United States field sales and service
organization instead of through a distributor; increases in sales of higher
margin healthcare disposable products, such as our face masks and instrument
sterilization pouches, and specialty packaging products; and the
non-reoccurrence of a $658,000 one-time purchase accounting charge related to
our Healthcare Disposables segments inventory incurred during the first
quarter of fiscal 2006.
Partially
offsetting these increases in gross profit percentage were a lower gross profit
percentage due to (i) MDS integration costs (including material, overhead
and warranty costs) and increased international sales of our low margin MDS
product line of endoscope reprocessing equipment, (ii) endoscope
reprocessing services primarily due to a low level of billable time for our
newly developed U.S. field service organization since most machines sold
directly to our customers under our new direct sales and service strategy are
still under warranty and (iii) water purification and filtration products
and services primarily due to unabsorbed manufacturing overhead, as well as the
sale of water purification equipment at lower than normal margins due to
start-up costs of a new line of machines.
With
respect to the increase in gross profit (as opposed to gross profit
percentage), increases in net sales as explained above, as well as the
aforementioned reasons for the increase in gross profit percentage, constitute
the most significant factors in the increase in gross profit.
Operating expenses
Selling
expenses increased by $5,288,000, or 28.5%, to $23,818,000 in fiscal 2007 from
$18,530,000 in fiscal 2006 principally due to a higher cost structure of
approximately $3,700,000 for our endoscope reprocessing direct sales network as
a result of our decision to not renew Olympus exclusive United States
distribution agreement when it expired on August 1, 2006; the inclusion of
approximately $740,000 of selling expenses related to the acquisitions of GE
Water and Fluid Solutions; an increase in advertising and marketing expense
primarily related to our Healthcare Disposables and Endoscope Reprocessing
segments; and an increase in compensation expense primarily due to additional
sales and marketing personnel in our Specialty Packaging and Healthcare
Disposables segments.
Selling
expenses as a percentage of net sales were 10.9% in fiscal 2007 compared with
9.6% in fiscal 2006. The increase in selling expenses as a percentage of net
sales was primarily attributable to a higher cost structure for our endoscope
reprocessing direct sales network as a result of our decision to not renew
Olympus exclusive United States distribution agreement when it expired on August 1,
2006.
34
Table of Contents
General and
administrative expenses increased by $3,282,000, or 10.9%, to $33,507,000 in
fiscal 2007, from $30,225,000 in fiscal 2006 principally due to increased
compensation expense, including additional personnel, of approximately
$1,250,000; the inclusion of approximately $570,000 of expenses related to the
acquisitions of GE Water and Fluid Solutions; increased accounting and other
professional fees (including executive transition expenses) of approximately
$700,000; an increase in stock-based compensation expense of $413,000; $325,000
in higher medical insurance costs; and $137,000 in incentive compensation
directly related to the GE Water Acquisition. Partially offsetting these
increases were the non-reoccurrences of $345,000 in incentive compensation
directly related to the Crosstex acquisition and $160,000 in debt financing
costs related to our amended and restated credit facilities, both of which
charges were incurred during the first three months of fiscal 2006.
General and administrative
expenses as a percentage of net sales were 15.3% in fiscal 2007, compared with
15.7% in fiscal 2006.
Research
and development expenses (which include continuing engineering costs) were
$4,848,000 and $5,117,000 in fiscal 2007 and 2006, respectively. The majority
of our research and development expenses related to our MDS endoscope
reprocessor and specialty filtration products. The decrease in research and
development expense in fiscal 2007, compared with fiscal 2006, is due to less
development work on the European version of our MDS endoscope reprocessor.
Interest
Interest
expense decreased by $724,000 to $3,508,000 in fiscal 2007 from $4,232,000 in
fiscal 2006 primarily due a decrease in average outstanding borrowings,
partially offset by an increase in average interest rates. Interest expense
specifically related to the financing of the GE Water Acquisition was $578,000
since the date of the acquisition.
Interest
income decreased by $68,000 to $771,000 in fiscal 2007 from $839,000 in fiscal
2006 primarily due to a decrease in average cash and cash equivalents partially
offset by an increase in average interest rates.
Income from continuing operations before taxes
Income
from continuing operations before income taxes increased by $2,151,000 to $14,102,000
in fiscal 2007 from $11,951,000 in fiscal 2006.
Income taxes
The
consolidated effective tax rate was 42.5% and 44.3% for fiscal 2007 and 2006,
respectively.
Our
results of continuing operations for fiscal 2007 and 2006 reflect income tax
expense for our United States, Canada and Japan operations at their respective
statutory rates, which rates in fiscal 2007 were 38.1%, 33.7% and 49.7% ,
respectively. However, only a partial tax benefit was recorded in fiscal 2007
and 2006 at our Netherlands subsidiary, thereby causing our overall effective
tax rate to exceed statutory rates.
The
decrease in the overall effective tax rate for fiscal 2007, compared with
fiscal 2006, was principally due to the geographic mix of pretax income,
particularly in our fourth quarter of 2007. This decrease was also attributable
to a reduction in the statutory United States tax rate to 34.3% in fiscal 2007,
compared with 35.0% in fiscal 2006. In fiscal 2008, we believe our consolidated
effective tax rate will be approximately 40%.
In July 2006,
the FASB issued FIN No. 48, which clarifies the accounting and reporting
for uncertainties in income tax law. FIN No. 48 prescribes a comprehensive
model for the financial statement recognition, measurement, presentation and
disclosure of uncertain tax positions taken or expected to be taken in income
tax returns. FIN No. 48 is effective for fiscal years beginning after December 15,
2006 and therefore is effective for our fiscal year 2008. We are assessing the
impact of the adoption of FIN 48 and currently do not believe that the adoption
will have a material effect on our financial position or results of operations.
35
Table of Contents
Liquidity
and Capital Resources
Working capital
At July 31,
2008, our working capital was $45,639,000, compared with $40,760,000 at July 31,
2007. This increase in working capital was principally due to increases in
cash, as further explained below, and inventories due to planned increases in
stock levels of certain products primarily in our Endoscope Reprocessing
segment.
Cash flows from operating activities
Net
cash provided by operating activities was $18,557,000, $5,967,000 and
$22,061,000 for fiscal 2008, 2007 and 2006, respectively. With respect to
continuing operations only, net cash provided by operating activities was
$18,650,000, $10,834,000 and $15,500,000 for fiscals 2008, 2007 and 2006,
respectively.
In
fiscal 2008, the net cash provided by operating activities was primarily due to
net income (after adjusting for depreciation and amortization, stock-based
compensation expense and deferred income taxes), a decrease in accounts
receivable (due to improved collections) and an increase in income taxes
payable (due to timing associated with payments), partially offset by increases
in inventories (due to planned increases in stock levels of certain products
primarily in our Endoscope Reprocessing and Healthcare Disposables segments)
and prepaid expenses (due to the prepayment of certain operating expenses
primarily relating to commissions).
In
fiscal 2007, the net cash provided by operating activities was primarily due to
net income (after adjusting for depreciation, amortization, stock-based
compensation expense and deferred income taxes), and an increase in accounts
payable and accrued expenses (due to increased purchases in July to meet
product demand and additional compensation as a result of more personnel,
including the additional sales and service personnel of our Endoscope
Reprocessing operating segment). These items were partially offset by increases
in (i) accounts receivable (due to strong sales in the months of July and
June, including sales related to the GE Water Acquisition, and increases in
customer prices in our Endoscope Reprocessing operating segment as a result of
the direct sales effort) and (ii) inventories (due to planned increases in
stock levels of certain products) and decreases in (i) net liabilities of
discontinued operations (due to the wind-down of Carsens operations including
substantial tax payments that were payable in fiscal 2007) and (ii) income
taxes payable (due to timing associated with payments).
In
fiscal 2006, the net cash provided by operating activities was primarily due to
net income (after adjusting for depreciation and amortization, stock-based
compensation expense, gain on disposal of discontinued operations and deferred
income taxes), and decreases in accounts receivable (due to a decrease in net
sales primarily in our Dialysis segment), partially offset by an increase in
inventories (due to timing of sales) and changes in assets and liabilities of
discontinued operations (due to the sale of substantially all of Carsens
assets on July 31, 2006).
Cash flows from investing activities
Net
cash used in investing activities was $18,466,000, $41,535,000 and $45,950,000
in fiscals 2008, 2007 and 2006, respectively. In fiscal 2008, the net cash used
in investing activities was primarily for the acquisitions of DSI, Verimetrix
and Strong Dental, a payment for an acquisition earnout to the former owners of
Crosstex and capital expenditures. In fiscal 2007, the net cash used in
investing activities was primarily due to the acquisitions of GE Water and
Twist, an earnout payment to the former owners of Crosstex and capital
expenditures. In fiscal 2006, the net cash used in investing activities was
primarily due to the acquisition of Crosstex and capital expenditures,
partially offset by the proceeds received from the sale of our discontinued
operations.
Cash flows from financing activities
Net
cash provided by financing activities was $1,882,000, $21,082,000 and
$20,127,000 in fiscals 2008, 2007 and 2006, respectively. In fiscal 2008, net
cash provided by financing activities was primarily attributable to borrowings
under our revolving credit facility primarily related to the acquisitions of
DSI, Verimetrix and Strong Dental and proceeds from the exercises of stock
options, partially offset by repayments under our credit facilities and
purchases of treasury stock. In fiscal 2007, net cash provided by financing
activities was primarily attributable to borrowings under our revolving credit
facility related to the acquisition of GE Water, net of debt issuance costs,
and proceeds from the exercises of stock options, partially offset by
repayments under our credit facilities and purchases of treasury stock. In
fiscal 2006, net cash provided by financing activities was primarily
attributable to borrowings under our credit facilities related to the
acquisition of Crosstex, net of debt
36
Table of Contents
issuance costs, and proceeds from the exercises of stock options,
partially offset by repayments under our credit facilities and purchases of
treasury stock.
Repurchase
of shares
In May 2008, our
Board of Directors approved the repurchase of up to 500,000 shares of our
outstanding Common Stock under a repurchase program commencing on June 9,
2008. Under the repurchase program we repurchase shares from time-to-time at
prevailing prices and as permitted by applicable securities laws (including SEC
Rule 10b-18) and New York Stock Exchange requirements, and subject to
market conditions. The repurchase program has a one-year term ending on June 8,
2009.
The first repurchase
under our repurchase program occurred on July 11, 2008. Through July 31,
2008, we completed the repurchase of 90,700 shares under the program at a total
average price per share of $9.42. Through September 19, 2008, we
repurchased an additional 6,500 shares. Therefore, at September 19, 2008,
we had repurchased 97,200 shares under the repurchase program at a total average
price per share of $9.42 and the maximum number of remaining shares that may be
repurchased under the program are 402,800 shares.
In April 2006, our
Board of Directors approved the repurchase of up to 500,000 shares of our
outstanding Common Stock under a repurchase program that expired on April 12,
2007. We repurchased 464,800 shares under that repurchase program at a total
average price per share of $14.02. Of the 464,800 shares, 161,800 and 303,000
shares were repurchased during fiscals 2007 and 2006, respectively.
Restructuring
activities
During the fourth quarter
of fiscal 2008, our management approved and initiated plans to restructure our
Netherlands subsidiary by relocating all of our manufacturing operations from
the Netherlands to the United States. This action is part of our continuing
effort to reduce operating costs and improve efficiencies by leveraging the
existing infrastructure of our Minntech operations in Minnesota. The
elimination of manufacturing operations in the Netherlands will lead to the end
of onsite material management, quality assurance, finance and accounting, human
resources and some customer service functions. However, we will continue to
maintain a strong marketing, sales, service and technical support presence based
in the Netherlands to serve customers throughout Europe, the Middle East and
Africa. During the fourth quarter of fiscal 2008, we recorded $365,000 in
restructuring expenses, which decreased both basic and diluted earnings per
share from continuing operations by approximately $0.02 in fiscal 2008, and
expect to incur approximately $450,000 in additional restructuring costs in the
first half of fiscal 2009. Any changes to the estimated expenses of executing
this restructuring plan will be reflected in our future results of operations.
The majority of the restructuring costs are included in our Endoscope
Reprocessing segment.
The restructuring costs
recorded in fiscal 2008 in our Consolidated Financials Statements and expected
to be recorded in fiscal 2009 are as follows:
|
|
Three Months Ended
|
|
|
|
Fiscal 2009
|
|
Total
|
|
|
|
July 31, 2008
|
|
Accrued at
|
|
Expected
|
|
Expected
|
|
|
|
Costs
|
|
Inventory disposal
|
|
July 31, 2008
|
|
Costs
|
|
Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
Unsalable
inventory
|
|
$
|
211,000
|
|
$
|
(96,000
|
)
|
$
|
115,000
|
|
$
|
|
|
$
|
211,000
|
|
Severance
|
|
64,000
|
|
|
|
64,000
|
|
195,000
|
|
259,000
|
|
|
|
275,000
|
|
(96,000
|
)
|
179,000
|
|
195,000
|
|
470,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and
administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
90,000
|
|
|
|
90,000
|
|
177,000
|
|
267,000
|
|
Other
|
|
|
|
|
|
|
|
78,000
|
|
78,000
|
|
|
|
90,000
|
|
|
|
90,000
|
|
255,000
|
|
345,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
365,000
|
|
$
|
(96,000
|
)
|
$
|
269,000
|
|
$
|
450,000
|
|
$
|
815,000
|
|
Since the above costs are
recorded in our Netherlands subsidiary, which has been experiencing losses from
its operations, tax benefits on the above costs were not recorded. The
unsalable inventory is recorded in inventories as part of
37
Table
of Contents
our inventory reserve and the accrued severance is
recorded in compensation payable in our Consolidated Balance Sheet at
July 31, 2008.
As part of the
restructuring plan, we intend to sell our Netherlands building and land. At July 31,
2008, these assets had a book value of $1,808,000, net of accumulated
depreciation, and are included in property and equipment in our Consolidated
Balance Sheet. Such assets will be held and used during the relocation of the
manufacturing operations until December 1, 2008. Based on an appraisal
obtained in June 2008, a gain of approximately $300,000 may be generated
when the building and land are sold. However, due to the deteriorating real
estate market and other factors, no assurances can be given as to the timing of
the sale and whether a gain or loss on the sale of the facility will ultimately
be realized.
Discontinued Operations -Termination of Carsens Operations
On July 31, 2006,
Carsen closed the sale of substantially all of its assets to Olympus under an
Asset Purchase Agreement dated as of May 16, 2006 among Carsen, Cantel and
Olympus. Olympus purchased substantially all of Carsens assets other than
those related to Carsens Medivators business and certain other smaller product
lines. Following the closing, Olympus hired substantially all of Carsens
employees and took over Carsens Olympus-related operations (as well as the
operations related to the other acquired product lines). The transaction
resulted in an after-tax gain of $6,776,000 and was recorded separately on the
Consolidated Statement of Income for the year ended July 31, 2006 as gain
on disposal of discontinued operations, net of tax. In connection with the
transaction, Carsens Medivators-related assets as well as certain of its other
assets that were not acquired by Olympus were sold to our new Canadian
distributor of Medivators products.
The purchase price for the net assets sold to Olympus
was approximately $31,200,000, comprised of a fixed sum of $10,000,000 plus an
additional formula-based sum of $21,200,000. In addition, Olympus paid Carsen
20% of Olympus revenues attributable to Carsens unfilled customer orders (backlog)
as of July 31, 2006 that were assumed by Olympus at the closing. Such payments
to Carsen were made following Olympus receipt of customer payments for such
orders and totaled $368,000. In fiscal 2007, the entire $368,000 related to
such backlog was recorded as income and reported in income from discontinued
operations, net of tax, in the Consolidated Statements of Income.
The $10,000,000 fixed
portion of the purchase price was in consideration for (i) Carsens
customer lists, sales records, and certain other assets related to the sale and
servicing of Olympus products and certain non-Olympus products distributed by
Carsen, (ii) the release of Olympus contractual restriction on hiring
Carsen personnel, (iii) real property leases (which were assumed or
replaced by Olympus) and leasehold improvements, computer and software systems,
equipment and machinery, telephone systems, and records related to the acquired
assets, and (iv) assisting Olympus in effecting a smooth transition of
Carsens business of distributing and servicing Olympus and certain non-Olympus
products in Canada. Cantel has also agreed (on behalf of itself and its
affiliates) not to manufacture, distribute, sell or represent for sale in
Canada through July 31, 2008 any products that are competitive with the
Olympus products formerly sold by Carsen under its Olympus Distribution
Agreements.
The $21,200,000 formula-based portion of the purchase
price was based on the book value of Carsens inventories of Olympus and
certain non-Olympus products and the net book amount of Carsens accounts
receivable and certain other assets, all at July 31, 2006, subject to
offsets, particularly for accounts payable of Carsen due to Olympus.
Net proceeds from Carsens
sale of net assets and the termination of Carsens operations were
approximately $21,100,000 (excluding the backlog payments) after satisfaction
of remaining liabilities and taxes.
As a result of the
foregoing transaction, which coincided with the expiration of Carsens
exclusive distribution agreements with Olympus on July 31, 2006, Carsen no
longer has any remaining product lines or active business operations.
Cash
flows attributable to discontinued operations comprise the following:
|
|
Year ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
Net cash (used
in) provided by operating activities
|
|
$
|
(93,000
|
)
|
$
|
(4,867,000
|
)
|
$
|
6,561,000
|
|
Net cash
provided by investing activities
|
|
$
|
|
|
$
|
|
|
$
|
30,774,000
|
|
38
Table of Contents
In fiscal 2008, net cash used in operating activities
was due to the payment of Carsens remaining liabilities that existed at July 31,
2007, which primarily related to various
taxes. In fiscal 2007, net cash used in operating activities was
primarily due to the payment of Carsens remaining operating costs relating to
fiscal 2006, income tax payments and various wind-down costs, partially offset
by the collection of the remaining receivables.
In fiscal 2006, net cash
provided by investing activities was due to proceeds from disposal of the
discontinued operations.
Financing activities of our discontinued operations did not result in
any net cash in fiscals 2008, 2007 and 2006.
Direct Sale of Medivators Systems in the United States
On August 2,
2006, we commenced the sale and service of our Medivators brand endoscope
reprocessing equipment, high-level disinfectants, cleaners and consumables
through our own United States field sales and service organization. Our direct
sale of these products is the result of our decision that it is in our best
long-term interests to control and develop our own direct-hospital based United
States distribution network and, as such, not to renew Olympus exclusive
United States distribution agreement when it expired on August 1, 2006.
Throughout
the former distribution arrangement with Olympus, we employed our own personnel
to provide clinical sales support activities as well as an internal technical
and customer service function, depot maintenance and service and all logistics
and distribution services for the Medivators/Olympus customer base. This
existing and fully developed infrastructure will continue to be a critical
factor in our new direct sales and service strategy.
Notwithstanding
the expiration of the distribution agreement with Olympus on August 1,
2006, Olympus has retained the right to purchase from Minntech for resale to
certain permitted customers, Medivators accessories, consumables, and
replacement and repair parts, as well as Rapicide
Ò
disinfectant. Various aspects of such rights
expire over the next three years. During
fiscals 2008 and 2007, Olympus continued to purchase such items from us,
although we have been gradually converting the sale of such items over to our
direct sales and service force.
Long-term contractual obligations
As of July 31, 2008, aggregate annual required
payments over the next five years and thereafter under our contractual
obligations that have long-term components are as follows:
|
|
Year Ended July 31,
|
|
|
|
(Amounts in thousands)
|
|
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
Thereafter
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities of
the credit facilities
|
|
$
|
8,000
|
|
$
|
10,000
|
|
$
|
40,300
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
58,300
|
|
Expected
interest payments under the credit facilities (1)
|
|
2,426
|
|
2,062
|
|
225
|
|
|
|
|
|
|
|
4,713
|
|
Minimum
commitments under noncancelable operating leases
|
|
3,279
|
|
2,688
|
|
1,694
|
|
957
|
|
572
|
|
1,172
|
|
10,362
|
|
Minimum
commitments under noncancelable capital leases
|
|
32
|
|
32
|
|
13
|
|
|
|
|
|
|
|
77
|
|
Minimum
commitments under license agreement
|
|
76
|
|
113
|
|
169
|
|
195
|
|
195
|
|
2,618
|
|
3,366
|
|
Deferred
compensation and other
|
|
255
|
|
498
|
|
424
|
|
281
|
|
32
|
|
199
|
|
1,689
|
|
Employment
agreements
|
|
3,895
|
|
3,289
|
|
149
|
|
139
|
|
|
|
|
|
7,472
|
|
Total
contractual obligations
|
|
$
|
17,963
|
|
$
|
18,682
|
|
$
|
42,974
|
|
$
|
1,572
|
|
$
|
799
|
|
$
|
3,989
|
|
$
|
85,979
|
|
(1)
|
|
The expected interest payments under the term and
revolving credit facilities reflect interest rates of 4.08% and 4.73%,
respectively, which were our interest rates on outstanding borrowings at
July 31, 2008.
|
Credit facilities
In conjunction with the acquisition of Crosstex, we
entered into amended and restated credit facilities dated as of August 1,
2005 (the 2005 U.S. Credit Facilities) with a consortium of lenders to fund
the cash consideration paid in the
39
Table of Contents
acquisition
and costs associated with the acquisition, as well as to modify our existing
United States credit facilities. The 2005 U.S. Credit Facilities, as amended,
include (i) a six-year $40.0 million senior secured amortizing term loan
facility and (ii) a five-year $50.0 million senior secured revolving
credit facility. Amounts we repay under the term loan facility may not be
re-borrowed. Debt issuance costs relating to the 2005 U.S. Credit Facilities
have been recorded in other assets and are being amortized over the life of the
credit facilities. Such unamortized debt issuance costs amounted to
approximately $960,000 at July 31, 2008.
At September 19,
2008, borrowings under the 2005 U.S. Credit Facilities bear interest at rates
ranging from 0% to 0.50% above the lenders base rate, or at rates ranging from
0.625% to 1.75% above the London Interbank Offered Rate (LIBOR), depending
upon our consolidated ratio of debt to earnings before interest, taxes,
depreciation and amortization, and as further adjusted under the terms of the
2005 U.S. Credit Facilities (EBITDA). At September 19, 2008, the
lenders base rate was 5.00% and the LIBOR rates on our outstanding borrowings
ranged from 2.65% to 4.95%. The margins applicable to our outstanding
borrowings at September 19, 2008 were 0.00% above the lenders base rate
and 1.00% above LIBOR. Substantially all of our outstanding borrowings were
under LIBOR contracts at September 19, 2008. The majority of such
contracts were twelve month LIBOR contracts; therefore, we are substantially
protected throughout most of fiscal 2009 from any exposure associated with
increasing LIBOR rates. In order to protect our interest rate exposure in
future years, we entered into an interest rate cap agreement in July 2008
for the two-year period beginning June 30, 2009 and ending June 30,
2011 initially covering $20,000,000 of borrowings under the term loan facility
(and thereafter reducing in quarterly $2,500,000 increments consistent with the
mandatory repayment schedule of our term loan facility), which caps three-month
LIBOR on this portion of outstanding borrowings at 4.25%. The 2005 U.S. Credit
Facilities also provide for fees on the unused portion of our facilities at
rates ranging from 0.15% to 0.30%, depending upon our consolidated ratio of
debt to EBITDA; such rate was 0.25% at September 19, 2008.
The
2005 U.S. Credit Facilities require us to meet certain financial covenants and
are secured by (i) substantially all of our U.S.-based assets (including
assets of Cantel, Minntech, Mar Cor, Crosstex and Strong Dental) and (ii) our
pledge of all of the outstanding shares of Minntech, Mar Cor, Crosstex and
Strong Dental and 65% of the outstanding shares of our foreign-based
subsidiaries. Additionally, we are not permitted to pay cash dividends on our
Common Stock without the consent of our United States lenders. As of July 31,
2008, we are in compliance with all financial and other covenants under the
2005 U.S. Credit Facilities.
On July 31, 2008 and September 19, 2008, we
had $58,300,000 of outstanding borrowings under the 2005 U.S. Credit
Facilities, which consisted of $28,000,000 and $30,300,000 under the term loan
facility and the revolving credit facility, respectively.
Operating leases
Minimum
commitments under operating leases include minimum rental commitments for our
leased manufacturing facilities, warehouses, office space and equipment.
Rent
expense related to operating leases for fiscal 2008 was recorded on a
straight-line basis and aggregated $3,321,000 compared with $3,531,000 and
$2,881,000 for fiscal 2007 and 2006, respectively, which excludes rent expense
in fiscal 2006 related to our discontinued operations.
License agreement
On January 1,
2007, we entered into a license agreement with a third-party which allows us to
manufacture, use, import, sell and distribute certain thermal control products
relating to our Specialty Packaging segment.
In consideration, we agreed to pay a minimum annual royalty payable in
Canadian dollars each calendar year over the license agreement term of 20
years. At July 31, 2008, we had minimum future royalty obligations of
approximately $3,366,000 relating to this license agreement.
Deferred Compensation
Included
in other long-term liabilities are deferred compensation arrangements for
certain former Minntech directors and officers.
Employment Agreements
We
have previously entered into various employment agreements with several
executives of the Company, including the former President and Chief Executive
Officer. Effective April 22, 2008, our former President and Chief
Executive Officer
40
Table of Contents
resigned and our Chief
Operating Officer and Executive Vice President was promoted to President. As a
result of this resignation, estimated separation benefits and other related
costs of approximately $720,000 were recorded in general and administrative
expenses in the Consolidated Statements of Income during fiscal 2008.
Approximately $600,000 of such amount is not payable until after November 22,
2008, and accordingly, has been reflected in the table above as a required
payment during fiscal 2009.
Financing needs
At July 31,
2008, we had a cash balance of $18,318,000, of which $10,680,000 was held by
foreign subsidiaries. We believe that our current cash position, anticipated
cash flows from operations, and the funds available under our revolving credit
facility will be sufficient to satisfy our cash operating requirements for the
foreseeable future based upon our existing operations. At September 19,
2008, $19,700,000 was available under our United States revolving credit
facility, as amended.
Foreign currency
During fiscal 2008, compared with fiscal 2007, the
average value of the Canadian dollar increased by approximately 11.8% relative to the value of the United States
dollar. The financial statements of our Canadian subsidiaries are translated
using the accounting policies described in Note 2 to the Consolidated Financial
Statements and therefore are impacted by changes in the Canadian dollar
exchange rate. Additionally, changes in the value of the Canadian dollar
against the United States dollar favorably affected our results of operations
because a portion of our Canadian subsidiaries inventories and operating costs
(which are reported in the Water Purification and Filtration and Specialty
Packaging segments) are purchased in the United States and a significant amount
of their sales are to customers in the United States. Overall, fluctuations in
the rates of currency exchange between the United States and Canada had an
adverse impact in fiscal 2008, compared with fiscal 2007, upon our continuing
results of operations of approximately $275,000, net of tax.
During fiscal 2008, compared with fiscal 2007, the
value of the euro increased by approximately 13.3% relative to the value of the
United States dollar and by approximately 16.5% relative to the value of the
British pound. The financial statements of our Netherlands subsidiary are translated
using the accounting policies described in Note 2 to the Consolidated Financial
Statements and therefore are impacted by changes in the euro exchange rate
relative to the United States dollar. Additionally, changes in the value of the
euro against the United States dollar and British pound affect our results of
operations because a portion of the net assets of our Netherlands subsidiary
(which are reported in our Dialysis, Endoscope Reprocessing and Water
Purification and Filtration segments) are denominated and ultimately settled in
United States dollars or British pounds but must be converted into its
functional euro currency.
In order to hedge against the impact of fluctuations
in the value of the euro relative to the United States dollar and British pound
on the conversion of such dollar denominated net assets into functional
currency, we enter into short-term contracts to purchase euros forward, which
contracts are generally one month in duration. These short-term contracts are
designated as fair value hedges. There were two foreign currency forward
contracts amounting to 838,000 and 420,000 at September 19, 2008 which
cover certain assets and liabilities of Minntechs Netherlands subsidiary which
are denominated in United States dollars and British pounds, respectively. Such
contracts expired on September 30, 2008. Under our credit facilities, such
contracts to purchase euros may not exceed $12,000,000 in an aggregate notional
amount at any time. In accordance with Statement of Financial Accounting
Standards (SFAS) No. 133, as amended,
Accounting
for Derivative Instruments and Hedging Activities
(SFAS 133),
such foreign currency forward contracts are designated as hedges. Gains and
losses related to these hedging contracts to buy euros forward are immediately
realized within general and administrative expenses due to the short-term
nature of such contracts. In fiscal 2008, such forward contracts were partially
effective in offsetting the impact of the strengthening of the euro on certain
assets and liabilities of Minntechs Netherlands subsidiary that are
denominated in United States dollars or British pounds.
Overall, fluctuations in the rates of currency
exchange between the euro and the United States dollar and British pound had an
adverse impact in fiscal 2008, compared with fiscal 2007, upon our continuing
results of operations of approximately $380,000, net of tax.
For purposes of translating the balance sheet at July 31,
2008 compared with July 31, 2007, the value of the Canadian dollar
increased by approximately 4.2% and the value of the euro increased by
approximately 13.7% compared with the value of the United States dollar. The
total of these currency movements resulted in a foreign currency translation
gain of $1,797,000 in fiscal 2008, thereby increasing stockholders equity.
Changes in the value of the Japanese yen relative to
the United States dollar during fiscal 2008, compared with fiscal 2007, did not
have a significant impact upon either our results of operations or the
translation of our balance sheet, primarily
41
Table of Contents
due to
the fact that our Japanese subsidiary accounts for a relatively small portion
of consolidated net sales, net income and net assets.
Inflation
During
fiscal 2008, we experienced unprecedented price increases in certain raw
materials due in large part to the rising price of fuel and oil, including
chemicals, paper pulp, and plastics (resins and bottles), which had a
significant adverse impact on our gross margins. Rising fuel and oil prices
also had a significant adverse impact on transportation costs related to both
the purchasing and delivery of products, which also impacted our gross margins.
We implemented price increases for certain of our products, which partially
offset these cost increases; however, some of our businesses (primarily the
Water Purification and Filtration and Healthcare Disposables segments) were
unable to obtain higher selling prices necessary to offset the full impact of
such higher costs, which resulted in the loss of gross margin, as more fully
described in Results of Operations.
Critical Accounting Policies
Our discussion and analysis of our financial condition
and results of operations are based upon our Consolidated Financial Statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an ongoing basis, we continually evaluate
our estimates. We base our estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates.
We believe the following critical accounting policies
affect our more significant judgments and estimates used in the preparation of
our Consolidated Financial Statements.
Revenue Recognition
Revenue on product sales is recognized as products are
shipped to customers and title passes. The passing of title is determined based
upon the FOB terms specified for each shipment. With respect to dialysis,
therapeutic, specialty packaging and endoscope reprocessing products, shipment
terms are generally FOB origin for common carrier and FOB destination when our
distribution fleet is utilized (except for one large customer in dialysis
whereby all products are shipped FOB destination). With respect to water
purification and filtration and healthcare disposable products, shipment terms
may be either FOB origin or destination. Customer acceptance for the majority
of our product sales occurs at the time of delivery. In certain instances,
primarily with respect to some of our water purification and filtration
equipment, endoscope reprocessing equipment and an insignificant amount of our
sales of dialysis equipment, post-delivery obligations such as installation,
in-servicing or training are contractually specified; in such instances,
revenue recognition is deferred until all of such conditions have been
substantially fulfilled such that the products are deemed functional by the
end-user. With respect to a portion of water purification and filtration
product sales, equipment is sold as part of a system for which the equipment is
functionally interdependent or the customers purchase order specifies ship-complete
as a condition of delivery; revenue recognition on such sales is deferred until
all equipment has been delivered.
A portion of our water purification and filtration
sales relating to our acquisition of GE Water are recognized as multiple
element arrangements, whereby revenue is allocated to the equipment and
installation components based upon vendor specific objective evidence which
principally includes comparable historical transactions of similar equipment
and installation sold as stand alone components, as well as an evaluation of
unrelated third party competitor pricing of similar installation.
Revenue
on service sales is recognized when repairs are completed at the customers
location or when repairs are completed at our facilities and the products are
shipped to customers. With respect to certain service contracts in our Endoscope
Reprocessing and Water Purification and Filtration operating segments, service
revenue is recognized on a straight-line basis over the contractual term of the
arrangement. All shipping and handling fees invoiced to customers, such as
freight, are recorded as revenue (and related costs are included within cost of
sales) at the time the sale is recognized.
None
of our sales contain right-of-return provisions except certain sales of a small
portion of our endoscope reprocessing equipment which contain a 15 day
right-of-return trial period. Such sales are not recognized as revenue until
the 15 day trial period has elapsed. Customer claims for credit or return due
to damage, defect, shortage or other reason must be
42
Table of Contents
pre-approved by us before
credit is issued or such product is accepted for return. No cash discounts for
early payment are offered except with respect to a portion of our sales of
dialysis and healthcare disposable products and certain prepaid packaging
products. We do not offer price protection, although advance pricing contracts
or required notice periods prior to implementation of price increases exist for
certain customers with respect to many of our products. With respect to certain
of our dialysis, dental and water purification and filtration customers, volume
rebates are provided; such volume rebates are provided for as a reduction of
sales at the time of revenue recognition and amounted to $1,757,000, $1,449,000
and $1,216,000 in fiscal 2008, 2007 and 2006, respectively. Such allowances are
determined based on estimated projections of sales volume for the entire rebate
agreement periods. If it becomes known that sales volume to customers will
deviate from original projections, the volume rebate provisions originally
established would be adjusted accordingly.
The
majority of our dialysis products are sold to end-users; the majority of
therapeutic filtration products and healthcare disposable products are sold to
third party distributors; water purification and filtration products and
services are sold directly and through third-party distributors to hospitals,
dialysis clinics, pharmaceutical and biotechnology companies and other
end-users; our endoscope reprocessing products and services are sold primarily
to distributors internationally and directly to hospitals and other end-users
in the United States; and specialty packaging products are sold to third-party
distributors, medical research companies, laboratories, pharmaceutical
companies, hospitals, government agencies and other end-users. Sales to all of
these customers follow our revenue recognition policies.
Accounts Receivable and Allowance
for Doubtful Accounts
Accounts receivable consist of amounts due to us from
normal business activities. Allowances for doubtful accounts are reserves for
the estimated loss from the inability of customers to make required payments.
We use historical experience as well as current market information in
determining the estimate. While actual losses have historically been within
managements expectations and provisions established, if the financial
condition of our customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required.
Alternatively, if certain customers paid their delinquent receivables,
reductions in allowances may be required.
Inventories
Inventories consist of products which are sold in the
ordinary course of our business and are stated at the lower of cost (first-in,
first-out) or market. In assessing the value of inventories, we must make
estimates and judgments regarding reserves required for product obsolescence,
aging of inventories and other issues potentially affecting the saleable
condition of products. In performing such evaluations, we use historical
experience as well as current market information. With few exceptions, the
saleable value of our inventories has historically been within managements
expectation and provisions established, however, rapid changes in the market
due to competition, technology and various other factors could have an adverse
effect on the saleable value of our inventories, resulting in the need for additional
reserves.
Goodwill and Intangible Assets
Certain of our identifiable intangible assets,
including customer relationships, technology, brand names, non-compete
agreements and patents, are amortized using the straight-line method over their
estimated useful lives which range from 1 to 20 years. Additionally, we have
recorded goodwill and trademarks and trade names, all of which have indefinite
useful lives and are therefore not amortized. All of our intangible assets and
goodwill are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable, and goodwill and intangible assets with indefinite lives are
reviewed for impairment at least annually
.
Our
management is primarily responsible for determining if impairment exists and
considers a number of factors, including third-party valuations, when making
these determinations. In performing a review for goodwill impairment,
management uses a two-step process that begins with an estimation of the fair
value of the related operating segments by using the average fair value results
of the market multiple and discounted cash flow methodologies. The first step
is a review for potential impairment, and the second step measures the amount
of impairment, if any. In performing our annual review for indefinite lived
intangibles, management compares the current fair value of such assets to their
carrying values. With respect to amortizable intangible assets when impairment
indicators are present, management would determine whether non-discounted cash
flows would be sufficient to recover the carrying value of the assets; if not,
the carrying value of the assets would be adjusted to their fair value. On July 31,
2008, management concluded that none of our intangible assets or goodwill was
impaired.
While the results of these annual reviews have
historically not indicated impairment, impairment reviews are highly dependent
on managements projections of our future operating results and cash flows
(which management believes to be reasonable), discount rates based on the
Companys weighted-average cost of capital and appropriate benchmark peer
43
Table of Contents
companies.
Assumptions used in determining future operating results and cash flows include
current and expected market conditions and future sales forecasts. Subsequent
changes in these assumptions and estimates could result in future impairment.
Although we consistently use the same methods in developing the assumptions and
estimates underlying the fair value calculations, such estimates are uncertain
by nature and can vary from actual results. At July 31, 2008, our reporting
units that are potentially at risk for impairment are Healthcare Disposables
and Specialty Packaging, which had average fair values that exceeded book value
by modest amounts. For all of our remaining reporting units, average fair value
exceeded book value by substantial amounts.
Long-Lived Assets
We
evaluate the carrying value of long-lived assets including property, equipment
and other assets whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. An assessment is made to determine if
the sum of the expected future non-discounted cash flows from the use of the
assets and eventual disposition is less than the carrying value. If the sum of
the expected non-discounted cash flows is less than the carrying value, an
impairment loss is recognized based on fair value. With few exceptions, our
historical assessments of our long-lived assets have not differed significantly
from the actual amounts realized. However, the determination of fair value
requires us to make certain assumptions and estimates and is highly subjective,
and accordingly, actual amounts realized may differ significantly from our
estimates.
Warranties
We provide for estimated costs that may be incurred to
remedy deficiencies of quality or performance of our products at the time of
revenue recognition. Most of our products have a one year warranty, although a
majority of our endoscope reprocessing equipment in the United States carry a
warranty period of up to fifteen months. We record provisions for product
warranties as a component of cost of sales based upon an estimate of the
amounts necessary to settle existing and future claims on products sold. The
historical relationship of warranty costs to products sold is the primary basis
for the estimate. A significant increase in third party service repair rates,
the cost and availability of parts or the frequency of claims could have a
material adverse impact on our results for the period or periods in which such
claims or additional costs materialize. Management reviews its warranty
exposure periodically and believes that the warranty reserves are adequate;
however, actual claims incurred could differ from original estimates, requiring
adjustments to the reserves.
Stock-Based Compensation
On August 1,
2005, we adopted SFAS No. 123R,
Share-Based Payment
(Revised 2004)
(SFAS 123R) using the modified prospective method
for the transition. Under the modified prospective method, stock compensation
expense is recognized for any option grant or stock award granted on or after August 1,
2005, as well as the unvested portion of stock options granted prior to August 1,
2005, based upon the awards fair value. For fiscal 2005 and earlier periods,
we accounted for stock options using the intrinsic value method under which
stock compensation expense is not recognized because we granted stock options
with exercise prices equal to the market value of the shares at the date of
grant.
Most of our stock option and stock awards (which
consist only of restricted stock) are subject to graded vesting in which
portions of the award vest at different times during the vesting period, as
opposed to awards that vest at the end of the vesting period. We recognize
compensation expense for awards subject to graded vesting using the
straight-line basis, reduced by estimated forfeitures. Forfeitures are
estimated at the time of grant and revised, if necessary, in subsequent periods
if actual forfeitures differ from those estimates. Forfeitures are estimated
based on historical experience.
The
stock-based compensation expense recorded in our Consolidated Financial
Statements may not be representative of the effect of stock-based compensation
expense in future periods due to the level of awards issued in past years
(which level may not be similar in the future), assumptions used in determining
fair value, and estimated forfeitures. We determine the fair value of each
stock award using the closing market price of our Common Stock on the date of
grant. We estimate the fair value of each option grant on the date of grant
using the Black-Scholes option valuation model. The determination of fair value
using an option-pricing model is affected by our stock price as well as
assumptions regarding a number of subjective variables. These variables
include, but are not limited to, the expected stock price volatility over the
term of the expected option life (which is determined by using the historical
closing prices of our Common Stock), the expected dividend yield (which is
expected to be 0%), and the expected option life (which is based on historical
exercise behavior). If factors change and we employ different assumptions in
the application of SFAS 123R in future periods, the compensation expense that
we would record under SFAS 123R may differ significantly from what we have
recorded in the current period. With respect to stock options granted
subsequent to October 31, 2006, we reassessed both the expected option
44
Table of Contents
life and stock price
volatility assumptions by evaluating more recent historical exercise behavior
and stock price activity; such reevaluation resulted in reductions in both the
volatility, and for certain options, the expected option lives.
Legal Proceedings
In the normal course of business, we are subject to
pending and threatened legal actions. We record legal fees and other expenses
related to litigation as incurred. Additionally, we assess, in consultation
with our counsel, the need to record a liability for litigation and
contingencies on a case by case basis. Amounts are accrued when we, in
consultation with counsel, determine that it is probable that a liability has
been incurred and an amount of anticipated exposure can be reasonably
estimated.
Income
Taxes
We recognize deferred tax assets and liabilities based
on differences between the financial statement carrying amounts and the tax
basis of assets and liabilities. Deferred tax assets and liabilities also
include items recorded in conjunction with the purchase accounting for business
acquisitions. We regularly review our deferred tax assets for recoverability
and establish a valuation allowance, if necessary, based on historical taxable
income, projected future taxable income, and the expected timing of the
reversals of existing temporary differences. Although realization is not
assured, management believes it is more likely than not that the recorded
deferred tax assets, as adjusted for valuation allowances, will be realized.
Additionally, deferred tax liabilities are regularly reviewed to confirm that
such amounts are appropriately stated. Such a review considers known future
changes in various effective tax rates, principally in the United States. If
the effective tax rate were to change in the future, particularly in the United
States and to a lesser extent Canada, our items of deferred tax could be
materially affected. All of such evaluations require significant management judgments.
In fiscal 2008, recently enacted Canadian federal and New York state statutory
tax rate reductions were applied to existing deferred income tax liabilities
decreasing our overall effective tax rate.
We record liabilities for an unrecognized tax benefit
when a tax benefit for an uncertain tax position is taken or expected to be
taken on a tax return, but is not recognized in our Consolidated Financial
Statements because it does not meet the more-likely-than-not recognition
threshold that the uncertain tax position would be sustained upon examination
by the applicable taxing authority. The majority of such unrecognized tax
benefits originated from acquisitions and are based primarily upon managements
assessment of exposure associated with acquired companies. Accordingly, any
adjustments upon resolution of income tax uncertainties that predate or result
from acquisitions are recorded as an increase or decrease to goodwill.
Unrecognized tax benefits are analyzed periodically and adjustments are made, as
events occur to warrant adjustment to the related liability.
Business Combinations
Acquisitions require significant estimates and
judgments related to the fair value of assets acquired and liabilities assumed.
Certain liabilities and reserves are subjective in
nature. We reflect such liabilities and reserves based upon the most recent
information available. In conjunction with our acquisitions, such subjective
liabilities and reserves principally include certain income tax and sales and
use tax exposures, including tax liabilities related to our foreign
subsidiaries, as well as reserves for accounts receivable, inventories and
warranties. The ultimate settlement of such liabilities may be for amounts
which are different from the amounts recorded.
Costs Associated with Exit or Disposal Activities
We
recognize costs associated with exit or disposal activities, such as costs to
terminate a contract, the exit or disposal of a business, or the early
termination of a leased property, by recognizing the liability at fair value
when incurred, except for certain one-time termination benefits, such as
severance costs, for which the period of recognition begins when a severance
plan is communicated to employees.
Inherent
in the calculation of liabilities relating to exit and disposal activities are
significant management judgments and estimates, including estimates of
termination costs, employee attrition, and the interest rate used to discount
certain expected net cash payments. Such judgments and estimates are reviewed
by us on a regular basis. The cumulative effect of a change to a liability
resulting from a revision to either timing or the amount of estimated cash
flows is recognized by us as an adjustment to the liability in the period of
the change.
45
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Although
we have historically recorded minimal charges associated with exit or disposal
activities, we recorded approximately $365,000 in severance and inventory
charges in fiscal 2008, and expect additional charges of approximately $450,000
in fiscal 2009, relating to our restructuring plan for our Netherlands
manufacturing operations. We also recorded $1,329,000 of severance costs in
income from discontinued operations in fiscal 2006 related to the sale of
substantially all of Carsens assets.
Other Matters
We do
not have any off balance sheet financial arrangements, other than future
commitments under operating leases and employment and license agreements.
Item 7A.
QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
.
Foreign
Currency and Market Risk
A portion of our products are imported from the Far
East and Western Europe. All of our operating segments sell a portion of their
products outside of the United States and our Netherlands subsidiary sells a
portion of its products outside of the European Union. Consequently, our
business could be materially affected by the imposition of trade barriers,
fluctuations in the rates of exchange of various currencies, tariff increases
and import and export restrictions, affecting the United States, Canada and the
Netherlands.
A portion of our Canadian subsidiaries inventories
and operating costs (which are reported in the Water Purification and
Filtration and Specialty Packaging segments) are purchased in the United States
and a significant amount of their sales are to customers in the United States.
The businesses of our Canadian subsidiaries could be materially and adversely
affected by the imposition of trade barriers, fluctuations in the rate of
currency exchange, tariff increases and import and export restrictions between
the United States and Canada. Additionally, the financial statements of our
Canadian subsidiaries are translated using the accounting policies described in
Note 2 to the Consolidated Financial Statements. Fluctuations in the rates of
currency exchange between the United States and Canada had an overall adverse
impact in fiscal 2008, compared with fiscal 2007, upon our continuing results
of operations and a positive impact on stockholders equity, as described in
our MD&A.
Changes in the value of the euro against the United
States dollar and British pound affect our results of operations because a portion
of the net assets of our Netherlands subsidiary (which are reported in our
Dialysis, Endoscope Reprocessing and Water Purification and Filtration
segments) are denominated and ultimately settled in United States dollars or
British pounds but must be converted into its functional euro currency.
Additionally, the financial statements of our Netherlands subsidiary are
translated using the accounting policies described in Note 2 to the
Consolidated Financial Statements. Fluctuations in the rates of currency
exchange between the euro and the United States dollar and British pound had an
overall adverse impact in fiscal 2008, compared with fiscal 2007, upon our
continuing results of operations, and had a positive impact upon stockholders
equity, as described in our MD&A.
In
order to hedge against the impact of fluctuations in the value of the euro
relative to the United States dollar and British pound on the conversion of
such dollar and pound denominated net assets into functional currency, we enter
into short-term contracts to purchase euros forward, which contracts are
generally one month in duration. These short-term contracts are designated as
fair value hedges. There were two foreign currency forward contracts amounting
to 689,000 and 517,000 at July 31, 2008 which covered certain assets and
liabilities of Minntechs Netherlands subsidiary which are denominated in
United States dollars and British pounds, respectively. Such contracts expired
on August 31, 2008. These foreign currency forward contracts are
continually replaced with new one-month contracts as long as we have
significant net assets at our Netherlands subsidiary that are denominated and
ultimately settled in United States dollars or British pounds. Under our credit
facilities, such contracts to purchase euros may not exceed $12,000,000 in an
aggregate notional amount at any time. In fiscal 2008, such forward contracts
were effective in offsetting a portion of the impact on operations of the
strengthening of the euro.
The functional currency of Minntechs Japan subsidiary
is the Japanese yen. Changes in the value of the Japanese yen relative to the
United States dollar during fiscal 2008, compared with 2007, did not have a
significant impact upon either our results of operations or the translation of
the balance sheet, primarily due to the fact that our Japanese subsidiary
accounts for a relatively small portion of consolidated net sales, net income
and net assets.
46
Table of Contents
Interest
Rate Market Risk
We
have a United States credit facility for which the interest rate on outstanding
borrowings is variable. Substantially all of our outstanding borrowings are under
LIBOR contracts. Therefore, interest expense is affected by the general level
of interest rates in the United States as well as LIBOR interest rates.
Market
Risk Sensitive Transactions
We are
exposed to market risks arising principally from adverse changes in interest
rates and foreign currency.
With
respect to interest rate risk, our outstanding debt is under our United States
credit facilities, described elsewhere in Liquidity and Capital Resources. Such
credit facilities consist of outstanding debt with fixed repayment amounts at
prevailing market rates of interest, principally under LIBOR contracts ranging
from one to twelve months. Therefore, our market risk with respect to such debt
is the increase in interest expense which would result from higher interest
rates associated with LIBOR. Such outstanding debt under our United States
credit facilities was $58,300,000 and $57,000,000 at July 31, 2008 and
2007, respectively, and the average outstanding balance during fiscal 2008 and
2007 was approximately $64,000,000 and $46,000,000, respectively. During fiscal
2008 and 2007, the weighted average interest rate on outstanding debt was 6.48%
and 6.75%, respectively. A 100 basis-point increase in average LIBOR interest
rates would have resulted in incremental interest expense of approximately
$644,000 and $460,000 during fiscal 2008 and 2007, respectively.
However,
the weighted average interest rate on our outstanding debt at July 31,
2008 has decreased to 4.42% due to decreases in LIBOR rates as well as the
margin applicable to our outstanding borrowings. Substantially all of our
outstanding borrowings were under LIBOR contracts at September 19, 2008.
The majority of such contracts were twelve-month LIBOR contracts entered into
prior to recent market volatility in LIBOR rates; therefore, we are
substantially protected throughout most of fiscal 2009 from any exposure
associated with increasing LIBOR rates. In order to protect our interest rate
exposure in future years, we entered into an interest rate cap agreement in July 2008
for the two-year period beginning June 30, 2009 and ending June 30,
2011 initially covering $20,000,000 of borrowings under the term loan facility
(and thereafter reducing in quarterly $2,500,000 increments consistent with the
mandatory repayment schedule of our term loan facility), which caps three-month
LIBOR on this portion of outstanding borrowings at 4.25%. Therefore, using the July 31,
2008 margin applicable to our outstanding borrowings of 1.00% above LIBOR, our
interest rate on borrowings under the term loan facility would be capped at
5.25% for the two-year period ending June 30, 2011.
Our
other long-term liabilities would not be materially affected by an increase in
interest rates. We also maintained a cash balance of $18,318,000 at July 31,
2008 which is either maintained in cash or invested in low risk and low return
cash equivalents such as short-term guaranteed investment certificates issued
by various Canadian banks and United States money market funds with leading
banking institutions. An increase in interest rates would generate additional
interest income for us from these low risk cash equivalents, which would
partially offset the adverse impact of the additional interest expense.
With
respect to foreign currency exchange rates, we are principally impacted by
changes in the Canadian dollar and the euro as these currencies relate to the
United States dollar and changes in the British pound as this currency relates
to the euro. We use a sensitivity analysis to assess the market risk associated
with our foreign currency transactions. Market risk is defined here as the
potential change in fair value resulting from an adverse movement in foreign
currency exchange rates.
Our Canadian subsidiaries and Netherlands subsidiary
have net assets in currencies (principally United States dollars and British
pounds) other than their functional Canadian and Euro currency which must be
converted into its functional currency, thereby giving rise to realized foreign
exchange gains and losses. Therefore, our Canadian subsidiaries and Netherlands
subsidiary are exposed to risk if the value of the Canadian dollar or euro
appreciates relative to the United States dollar and if the euro appreciates
relative to the British pound. For fiscals 2008 and 2007, a uniform 15%
increase in the Canadian dollar and euro relative to the United States dollar,
and the euro relative to the British pound, would have resulted in aggregate
realized losses (after tax) of approximately $390,000 and $300,000, respectively.
However, since our Netherlands subsidiary uses foreign currency forward
contracts to hedge against the impact of fluctuations of the euro relative to
the United States dollar and the British pound on certain United States and
British denominated assets and liabilities,
realized losses relating to the fluctuation of the euro would be
partially offset by gains on the foreign currency forward contracts.
In
addition to the above, adverse changes in foreign currency exchange rates
impact the translation of our financial statements. For fiscals 2008 and 2007,
a uniform 15% adverse movement in foreign currency rates would have resulted in
47
Table of Contents
realized losses (after
tax) of approximately $630,000 and $705,000, respectively, due to the
translation of the results of operations of foreign subsidiaries (adverse
changes would be caused by appreciation of either the Canadian dollar or the
euro relative to the United States dollar). However, such a change in foreign
currency rates would have resulted in an unrealized gain on our net investment
in foreign subsidiaries of $4,762,000 and $4,132,000 in fiscals 2008 and 2007,
respectively. Such an unrealized gain would be recorded in accumulated other
comprehensive income in our stockholders equity. Conversely, if the Canadian
dollar and the euro depreciated by 15% relative to the United States dollar, we
would have recognized realized gains (after tax) of approximately $630,000 and
$705,000 in fiscals 2008 and 2007, respectively, and unrealized losses of
$4,762,000 and $4,132,000 in fiscals 2008 and 2007, respectively, on our net
investment in foreign subsidiaries. However, since we view these investments as
long-term, we would not expect such unrealized losses to be realized in the
near term.
The
aggregate adverse or favorable impact, net of tax, to our results of operations
of a uniform 15% increase in foreign currency exchange rates, as described
above, due to both financial statement translation and functional currency
conversion would have been $1,020,000 and $1,005,000 for fiscals 2008 and 2007,
respectively, partially offset by the affect of our foreign currency forward
contracts.
Item 8.
FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
.
See
Index to Consolidated Financial Statements, which is Item 15(a), and the
Consolidated Financial Statements and schedule included in this Report.
Item 9.
CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
.
Not
applicable.
Item 9A.
CONTROLS AND PROCEDURES
.
Under the supervision and with the participation of
our President and our Chief Financial Officer, we conducted an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of July 31, 2008. Based on this evaluation, our President
and Chief Financial Officer concluded that the design and operation of these
disclosure controls and procedures were, as of the end of the period covered by
this report, effective and designed to ensure that material information
relating to the Company, including our consolidated subsidiaries, required to
be disclosed in our SEC reports is (i) recorded, processed, summarized and
reported within the time periods specified by the SEC and (ii) accumulated
and communicated to the Companys management, including the President and the
Chief Financial Officer, as appropriate to allow timely decisions regarding
disclosure.
Managements Report on Internal Control over Financial
Reporting
The management of Cantel Medical Corp. is responsible
for establishing and maintaining adequate internal control over financial
reporting for the Company. The Companys internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with United States generally accepted accounting
principles. The Companys internal control over financial reporting includes
those policies and procedures that:
(i)
pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company,
(ii)
provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company, and
(iii)
provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of the effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in condition, or that the
degree of compliance with the policies and procedures included in such controls
may deteriorate.
48
Table of Contents
We,
under the supervision and with the participation of our President and our Chief
Financial Officer, carried out an evaluation of the effectiveness of our
internal controls over financial reporting based on the framework and criteria
established in Internal Control Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on that
evaluation, the President and the Chief Financial Officer each concluded that
our internal control over financial reporting was effective as of July 31,
2008.
Our
assessment of the effectiveness of our internal control over financial
reporting, as of July 31, 2008, has been audited by Ernst & Young
LLP, an independent registered public accounting firm, as stated in their
attestation report which is included below.
Changes
in Internal Control
We
have evaluated our internal controls over financial reporting and determined
that no changes occurred during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting, except as described below.
On August 1, 2005, which was the first day of
fiscal 2006, we acquired Crosstex, as more fully described in Note 3 to the
Consolidated Financial Statements. In fiscals 2008, 2007 and 2006, Crosstex
represented a material portion of our sales, net income and net assets. We have
remedied the significant internal control weaknesses at Crosstex that were
identified by us in connection with the due diligence for this acquisition,
including the replacement of the existing management information system. The
implementation process of this new system commenced during fiscal 2007 and was
completed during fiscal 2008. During each of fiscal 2008 and 2007, numerous
temporary control improvements were made to the existing management information
system for the interim period before the new system was fully implemented.
On March 30,
2007, we acquired GE Water as more fully described in Note 3 to the
Consolidated Financial Statements. During the initial transition period
following this acquisition, we have enhanced our internal control process at
our Mar Cor subsidiary to ensure that all financial information related to this
acquisition is properly reflected in our Consolidated Financial Statements.
During fiscals 2008, all aspects of this acquisition were fully integrated into
Mar Cors existing internal control structure.
49
Table of Contents
Attestation Report of Independent Registered Public
Accounting Firm
Report of Independent Registered Public Accounting
Firm
The Board of Directors
and Stockholders
Cantel Medical Corp.
We have audited Cantel
Medical Corp.s internal control over financial reporting as of July 31,
2008, based on criteria established in
Internal ControlIntegrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria). Cantel
Medical Corp.s management is responsible for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness
of internal control over financial reporting included in the accompanying
Managements Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the companys internal control over
financial reporting based on our audit.
We conducted our audit
in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A companys internal
control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal control over financial
reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
Because of its inherent
limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, Cantel
Medical Corp. maintained, in all material respects, effective internal control
over financial reporting as of July 31, 2008, based on the COSO criteria.
We also have audited, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of Cantel Medical Corp. as of July 31,
2008 and 2007 and the related consolidated statements of income, changes in
stockholders equity and comprehensive income and cash flows for each of the
three years in the period ending July 31, 2008 of Cantel Medical Corp. and
our report dated October 8, 2008 expressed an unqualified opinion thereon.
MetroPark,
New Jersey
October 8, 2008
50
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Item 9B.
OTHER INFORMATION
.
None.
PART III
Item 10.
DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE
.
Incorporated
by reference to the Registrants definitive proxy statement to be filed with
the SEC pursuant to Regulation 14A promulgated under the Exchange Act in
connection with the 2008 Annual Meeting of Stockholders of the Registrant,
except for the following:
We
have adopted a Code of Ethics for the President, the Chief Financial Officer
and other officers and management personnel that is posted on our website,
www.cantelmedical.com. We intend to satisfy the disclosure requirement
regarding any amendment to, or a waiver of, a provision of the Code of Ethics
for the President, Chief Financial Officer and other officers and management
personnel by posting such information on our website.
Item 11.
EXECUTIVE COMPENSATION
.
Incorporated
by reference to the Registrants definitive proxy statement to be filed with
the SEC pursuant to Regulation 14A promulgated under the Exchange Act in
connection with the 2008 Annual Meeting of Stockholders of the Registrant.
Item 12.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
.
Incorporated by reference to the Registrants
definitive proxy statement to be filed with the SEC pursuant to Regulation 14A
promulgated under the Exchange Act in connection with the 2008 Annual Meeting
of Stockholders of the Registrant, except for the following:
The following table shows, as of July 31, 2008,
the number of options or other awards currently outstanding, as well as the
number of shares remaining available for grant under our existing option plans.
No further grants may be made from the 1997 Employee Stock Option Plan, 1998
Directors Stock Option Plan or the 1991 Directors Stock Option Plan. For
these plans, therefore, the table shows only the number of options outstanding:
|
|
Outstanding
|
|
Nonvested
|
|
Available
|
|
Plan
|
|
Options
|
|
Restricted Shares
|
|
for Grant
|
|
|
|
|
|
|
|
|
|
2006 Incentive
Equity Plan - Options
|
|
462,250
|
|
|
|
37,000
|
|
2006 Incentive
Equity Plan - Restricted Shares
|
|
|
|
207,165
|
|
225,921
|
|
1997 Employee
Stock Option Plan
|
|
1,006,792
|
|
|
|
|
|
1998 Directors
Stock Option Plan
|
|
156,000
|
|
|
|
|
|
1991 Directors
Stock Option Plan
|
|
14,625
|
|
|
|
|
|
Non-Plan Options
|
|
114,750
|
|
|
|
|
|
|
|
1,754,417
|
|
207,165
|
|
262,921
|
|
Item 13.
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
.
Incorporated by
reference to the Registrants definitive proxy statement to be filed with the
SEC pursuant to Regulation 14A promulgated under the Exchange Act in connection
with the 2008 Annual Meeting of Stockholders of the Registrant.
51
Table of Contents
Item 14.
PRINCIPAL ACCOUNTING
FEES AND SERVICES
.
Incorporated by
reference to the Registrants definitive proxy statement to be filed with the
SEC pursuant to Regulation 14A promulgated under the Exchange Act in connection
with the 2008 Annual Meeting of Stockholders of the Registrant.
PART IV
Item 15.
EXHIBITS AND FINANCIAL
STATEMENT SCHEDULES
.
(a)
The following documents are filed as part
of this Annual Report on Form 10-K for the fiscal year ended July 31,
2008.
1.
Consolidated Financial Statements
:
(i)
Report of Independent Registered Public Accounting
Firm.
(ii)
Consolidated Balance Sheets as of July 31, 2008
and 2007.
(iii)
Consolidated Statements of Income for the years ended July 31,
2008, 2007 and 2006.
(iv)
Consolidated Statements of Changes in Stockholders
Equity and Comprehensive Income for the years ended July 31, 2008, 2007
and 2006.
(v)
Consolidated Statements of Cash Flows for the years
ended July 31, 2008, 2007 and 2006.
(vi)
Notes to Consolidated Financial Statements.
2.
Consolidated Financial Statement Schedules
:
(i)
Schedule II - Valuation and Qualifying Accounts for
the years ended July 31, 2008, 2007 and 2006.
All other
financial statement schedules are omitted since they are not required, not
applicable, or the information has been included in the Consolidated Financial
Statements or Notes thereto.
3.
Exhibits
:
2(a) - Stock Purchase Agreement dated as of August 1,
2005 among Registrant, Crosstex International, Inc. and Arlene Fisher.
(Incorporated by reference to Exhibit 2.1 to Registrants Current Report
on Form 8-K filed on August 5, 2005 [the August 5, 2005 8-K].)
2(b) - Stock Purchase Agreement dated as of August 1,
2005 among Registrant, Crosstex International, Inc. and Frank Richard
Orofino, Jr. (Incorporated herein by reference to Exhibit 2.2 to
Registrants August 5, 2005 8-K.)
2(c) - Stock Purchase Agreement dated as of August 1,
2005 among Registrant, Crosstex International, Inc. and Richard Allen
Orofino. (Incorporated herein by reference to Exhibit 2.3 to Registrants August 5,
2005 8-K.)
2(d) - Stock Purchase Agreement dated as of August 1,
2005 among Registrant, Crosstex International, Inc. and Gary Steinberg.
(Incorporated herein by reference to Exhibit 2.4 to Registrants August 5,
2005 8-K.)
2(e) - Stock Purchase Agreement dated as of August 1,
2005 among Registrant, Crosstex International, Inc. and Mitchell
Steinberg. (Incorporated herein by reference to Exhibit 2.5 to Registrants
August 5, 2005 8-K.)
2(f) - Asset Purchase Agreement dated as of March 30,
2007 between GE Osmonics, Inc. and Mar Cor Purification, Inc.
(Incorporated herein by reference to Exhibit 2.1 to Registrants Current Report on Form 8-K dated April 4,
2007 [the April 2007 8-K].)
52
Table of Contents
3(a) - Registrants Restated Certificate of
Incorporation dated July 20, 1978. (Incorporated herein by reference to Exhibit 3(a) to
Registrants 1981 Annual Report on Form 10-K.)
3(b) - Certificate of Amendment of Certificate of
Incorporation of Registrant, filed on February 16, 1982. (Incorporated
herein by reference to Exhibit 3(b) to Registrants 1982 Annual
Report on Form 10-K.)
3(c) - Certificate of Amendment of Certificate of
Incorporation of Registrant, filed on May 4, 1984. (Incorporated herein by
reference to Exhibit 3(c) to Registrants Quarterly Report on Form 10-Q
for the quarter ended April 30, 1984.)
3(d) - Certificate of Amendment of Certificate of
Incorporation of Registrant, filed on August 19, 1986. (Incorporated
herein by reference to Exhibit 3(d) to Registrants 1986 Annual
Report on Form 10-K.)
3(e) - Certificate of Amendment of Certificate of
Incorporation of Registrant, filed on December 12, 1986. (Incorporated
herein by reference to Exhibit 3(e) to Registrants 1987 Annual
Report on Form 10-K [the 1987 10-K].)
3(f) - Certificate of Amendment of Certificate of
Incorporation of Registrant, filed on April 3, 1987. (Incorporated herein
by reference to Exhibit 3(f) to Registrants 1987 10-K.)
3(g) - Certificate of Change of Registrant, filed
on July 12, 1988. (Incorporated herein by reference to Exhibit 3(g) to
Registrants 1988 Annual Report on Form 10-K.)
3(h) - Certificate of Amendment of Certificate of
Incorporation of Registrant, filed on April 17, 1989. (Incorporated herein
by reference to Exhibit 3(h) to Registrants 1989 Annual Report on Form 10-K.)
3(i) Certificate of Amendment of Certificate of
Incorporation of Registrant, filed on May 10, 1999. (Incorporated herein
by reference to Exhibit 3(i) to Registrants 2000 Annual Report on Form 10-K
[the 2000 10-K].)
3(j) Certificate of Amendment of Certificate of
Incorporation of Registrant, filed on April 5, 2000. (Incorporated herein
by reference to Exhibit 3(j) to Registrants 2000 10-K.)
3(k) Certificate of Amendment of Certificate of
Incorporation of Registrant, filed on September 6, 2001. (Incorporated
herein by reference to Exhibit 3(k) to Registrants 2001 Annual
Report on Form 10-K.)
3(l) Certificate of Amendment of Certificate of
Incorporation of Registrant, filed on June 7, 2002. (Incorporated herein
by reference to Exhibit 3(l) to Registrants 2002 Annual Report on Form 10-K
[the 2002 10-K].)
3(m) Certificate of Amendment of Certificate of
Incorporation of Registrant, filed on December 22, 2005. (Incorporated
herein by reference to Exhibit 3(m) to Registrants 2007 Annual
Report on Form 10-K [the 2007 10-K].)
3(n) - Registrants By-Laws adopted April 24,
2002. (Incorporated herein by reference to Exhibit 3(m) to Registrants
2002 10-K.)
10(a) - Registrants 1991 Directors Stock Option
Plan, as amended. (Incorporated herein by reference to Exhibit 10(a) to
Registrants 1991 Annual Report on Form 10-K [the 1991 10-K].)
10(b) - Form of Stock Option Agreement under
the Registrants 1991 Directors Stock Option Plan. (Incorporated herein by
reference to Exhibit 10(d) to Registrants 1991 10-K.)
10(c) - Registrants 1997 Employee Stock Option
Plan. (Incorporated herein by reference to Annex B to Registrants 2004
Definitive Proxy Statement on Schedule 14A.)
10(d) - Form of Incentive Stock Option
Agreement under Registrants 1997 Employee Stock Option Plan. (Incorporated
herein by reference to Exhibit 10(t) to Registrants 1997 Annual
Report on Form 10-K.)
10(e) - Registrants 1998 Directors Stock Option
Plan, as amended. (Incorporated herein by reference to Exhibit 10(ee) to
Registrants 2005 Annual Report on Form 10-K.)
53
Table of Contents
10(f) - Form of Quarterly Stock Option
Agreement under the Registrants 1998 Directors Stock Option Plan.
(Incorporated herein by reference to Exhibit 10(hh) to Registrants 2000
10-K.)
10(g) - Form of Annual Stock Option
Agreement under the Registrants 1998 Directors Stock Option Plan.
(Incorporated herein by reference to Exhibit 10(ii) to Registrants
2000 10-K.)
10(h) - Stock Option Agreement, dated as of October 30,
1998, between the Registrant and Charles M. Diker. (Incorporated herein by
reference to Exhibit 10(ff) to Registrants 1999 Annual Report on Form 10-K.)
10(i) - Form of Non-Plan Stock Option
Agreement between the Registrant and Darwin C. Dornbush. (Incorporated herein
by reference to Exhibit 10(y) to Registrants 1998 Annual Report on Form 10-K.)
10(j) 2006
Equity Incentive Plan, as amended.
10(k) - Form of Stock Option Agreement under
Registrants 2007 Equity Incentive Plan.
10(l) - Form of Restricted Stock Agreement
under the Registrants 2007 Equity Incentive Plan.
10(m) - Employment Agreement, dated as of August 30,
2004, between the Registrant and Andrew A. Krakauer. (Incorporated herein by
reference to Exhibit 99.1 to Registrants Current Report on Form 8-K
dated August 30, 2004.)
10(n) - Employment Agreement, dated as of November 1,
2004, between the Registrant and Craig A. Sheldon. (Incorporated herein by
reference to Exhibit 1 to Registrants Current Report on Form 8-K dated
January 21, 2005 [the January 21, 2005 8-K].)
10(o) - Employment Agreement, dated as of November 1,
2004, between the Registrant and Seth R. Segel. (Incorporated herein by
reference to Exhibit 2 to Registrants January 21, 2005 8-K.)
10(p) - Employment Agreement, dated as of November 1,
2004, between the Registrant and Steven C. Anaya. (Incorporated herein by
reference to Exhibit 3 to Registrants January 21, 2005 8-K.)
10(q) - Employment Agreement, dated as of January 1,
2005, between the Registrant and Eric W. Nodiff. (Incorporated herein by
reference to Exhibit 1 to Registrants Current Report on Form 8-K
dated January 7, 2005.)
10(r) - Employment Agreement, dated as of November 1,
2004, between Minntech Corporation and Roy K. Malkin. (Incorporated herein by
reference to Exhibit 4 to Registrants January 21, 2005 8-K.)
10(s) - Employment Agreement, dated as of August 28,
2006, between Mar Cor Purification, Inc. and Curtis Weitnauer.
(Incorporated herein by reference to Exhibit 10(z) to the Registrants
2007 10-K.)
10(t) - Employment Agreement, dated as of August 1,
2008, between Crosstex International, Inc. and Gary Steinberg.
10(u) - Letter from Chairman of Compensation
Committee to President regarding compensation of executive officers.
10(v)
-
Amended and Restated Credit Agreement dated as of August 1, 2005 among
Registrant, Bank of America N.A., PNC Bank, National Association, and Wells
Fargo Bank, National Association (and Banc of America Securities LLC, as sole
lead arranger and sole book manager). (Incorporated herein by reference to Exhibit 10.1
to Registrants August 5, 2005 8-K.)
10(w) - First
Amendment to Credit Agreement dated April 19, 2006 among Registrant, Bank
of America N.A., PNC Bank, National Association, and Wells Fargo Bank, National
Association (and Banc of America Securities LLC, as sole lead arranger and sole
book manager) (Incorporated herein by reference to Exhibit 10(m) to
Registrants 2007 10-K.)
10(x) -
Second Amendment to Credit Agreement dated November 17, 2006 among
Registrant, Bank of America N.A., PNC Bank, National Association, and Wells
Fargo Bank, National Association (and Banc of America Securities LLC,
54
Table of Contents
as sole lead arranger and
sole book manager.) . (Incorporated herein by reference to Exhibit 10(b) to
Registrants April 30, 2007 Quarterly Report on Form 10-Q [the April 2007 10-Q].)
10(y) - Third
Amendment to Credit Agreement dated March 29, 2007 among Registrant, Bank
of America N.A., PNC Bank, National Association, and Wells Fargo Bank, National
Association (and Banc of America Securities LLC, as sole lead arranger and sole
book manager.) (Incorporated herein by reference to Exhibit 10(c) to the April 2007 10-Q.)
10(z) -
Fourth Amendment to Credit Agreement dated May 17, 2007 among Registrant,
Bank of America N.A., PNC Bank, National Association, and Wells Fargo Bank,
National Association (and Banc of America Securities LLC, as sole lead arranger
and sole book manager.) (Incorporated herein by reference to Exhibit 10(d) to
the April 2007 10-Q.)
10(aa) - Employment Agreement dated as of December 18,
2006 between the Company and R. Scott Jones. (Incorporated herein by reference
to Exhibit 10.1 to Registrants Current
Report on Form 8-K dated December 22, 2006 [the December 2006
8-K].)
10(bb) - Letter Agreement dated as of December 18,
2006 between the Company and Andrew A. Krakauer. (Incorporated herein by reference
to Exhibit 10.2 to Registrants December 2006
8-K.)
10(cc) - Letter Agreement dated as of December 18,
2006 between the Company and Eric W. Nodiff. (Incorporated herein by
reference to Exhibit 10.3 to Registrants December 2006 8-K.)
10(dd) - Letter Agreement dated as of December 18,
2006 between the Company and Seth R. Segel. (Incorporated herein by
reference to Exhibit 10.4 to Registrants December 2006 8-K.)
10(ee) - Letter Agreement dated as of December 18,
2006 between the Company and Craig A. Sheldon. (Incorporated herein by
reference to Exhibit 10.5 to Registrants December 2006 8-K.)
10(ff) - Letter Agreement dated as of December 18,
2006 between the Company and Steven C. Anaya. (Incorporated herein by
reference to Exhibit 10.6 to Registrants December 2006 8-K.)
10(gg) - Letter Agreement dated as of December 18,
2006 between Minntech Corporation and Roy K. Malkin. (Incorporated herein
by reference to Exhibit 10.7 to Registrants December 2006 8-K.)
10(hh) -
Product Supply Agreement dated as of March 30,
2007 between GE Osmonics, Inc. and Mar Cor Purification, Inc.
(Incorporated herein by reference to Exhibit 10.1 to Registrants April 2007 8-K.)
21 - Subsidiaries of Registrant.
23 - Consent of Ernst & Young LLP.
31.1 - Certification of Principal Executive Officer.
31.2 - Certification of Principal Financial Officer.
32 - Certification of President and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
55
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
CANTEL MEDICAL CORP.
|
|
Date: October 14,
2008
|
By:
|
/s/ Andrew A. Krakauer
|
|
Andrew A. Krakauer, President
|
|
(Principal Executive
Officer)
|
|
|
|
|
By:
|
/s/ Craig A. Sheldon
|
|
Craig A. Sheldon,
Senior Vice President and
|
|
Chief Financial Officer
|
|
(Principal Financial
and Accounting Officer)
|
|
|
|
|
By:
|
/s/ Steven C. Anaya
|
|
Steven C. Anaya, Vice
President and
|
|
Controller
|
|
|
|
|
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated:
/s/ Charles M. Diker
|
|
Date:
|
|
October 14, 2008
|
Charles M. Diker, a
Director and Chairman of the Board
|
|
|
|
|
|
|
|
|
|
/s/ Alan J. Hirschfield
|
|
Date:
|
|
October 14, 2008
|
Alan J. Hirschfield, a
Director
and Vice Chairman of the Board
|
|
|
|
|
|
|
|
|
|
/s/ Robert L. Barbanell
|
|
Date:
|
|
October 14, 2008
|
Robert L. Barbanell, a
Director
|
|
|
|
|
|
|
|
|
|
/s/ Alan R. Batkin
|
|
Date:
|
|
October 14, 2008
|
Alan R. Batkin, a
Director
|
|
|
|
|
|
|
|
|
|
/s/ Joseph M. Cohen
|
|
Date:
|
|
October 14, 2008
|
Joseph M. Cohen, a
Director
|
|
|
|
|
|
|
|
|
|
/s/ Mark N. Diker
|
|
Date:
|
|
October 14, 2008
|
Mark N. Diker, a
Director
|
|
|
|
|
|
|
|
|
|
/s/ Darwin C. Dornbush
|
|
Date:
|
|
October 14, 2008
|
Darwin C. Dornbush, a
Director
|
|
|
|
|
|
|
|
|
|
/s/ George L. Fotiades
|
|
Date:
|
|
October 14, 2008
|
George L. Fotiades, a
Director
|
|
|
|
|
|
|
|
|
|
/s/ Elizabeth McCaughey
|
|
Date:
|
|
October 14, 2008
|
Elizabeth McCaughey,
Ph. D., a Director
|
|
|
|
|
|
|
|
|
|
/s/ Bruce Slovin
|
|
Date:
|
|
October 14, 2008
|
Bruce Slovin, a
Director
|
|
|
|
|
56
Table
of Contents
CANTEL
MEDICAL CORP.
CONSOLIDATED
FINANCIAL STATEMENTS
JULY
31, 2008
Table
of Contents
Report of Independent Registered
Public Accounting Firm
The
Board of Directors and Stockholders
Cantel
Medical Corp.
We
have audited the accompanying consolidated balance sheets of Cantel Medical
Corp. (and subsidiaries) as of July 31, 2008 and 2007, and the related
consolidated statements of income, changes in stockholders equity and
comprehensive income, and cash flows for each of the three years in the period
ended July 31, 2008. Our audits also included the financial statement
schedule included in the Index at Item 15(a). These financial statements and
schedule are the responsibility of the Companys management. Our responsibility
is to express an opinion on these financial statements and schedule based on
our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Cantel Medical Corp.
(and subsidiaries) at July 31, 2008 and 2007, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended July 31, 2008, in conformity with U.S. generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.
As
discussed in Note 2 to the financial statements, effective August 1, 2005,
the Company changed its method of accounting for stock-based compensation.
We
also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), Cantel Medical Corp.s internal
control over financial reporting as of July 31, 2008, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated October 8,
2008 expressed an unqualified opinion thereon.
/s/ Ernst &
Young LLP
|
|
MetroPark,
New Jersey
|
October 8,
2008
|
1
Table
of Contents
CANTEL
MEDICAL CORP.
CONSOLIDATED BALANCE SHEETS
(Dollar
Amounts in Thousands, Except Share Data)
|
|
July 31,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
18,318
|
|
$
|
15,860
|
|
Accounts receivable, net of allowance for
doubtful accounts of $1,021 in 2008 and $927 in 2007
|
|
30,316
|
|
30,441
|
|
Inventories
|
|
31,802
|
|
27,320
|
|
Deferred income taxes
|
|
1,565
|
|
1,531
|
|
Prepaid expenses and other current assets
|
|
2,560
|
|
1,579
|
|
Total current assets
|
|
84,561
|
|
76,731
|
|
|
|
|
|
|
|
Property and equipment, at cost:
|
|
|
|
|
|
Land, buildings and improvements
|
|
20,645
|
|
19,893
|
|
Furniture and equipment
|
|
41,138
|
|
37,127
|
|
Leasehold improvements
|
|
1,443
|
|
1,050
|
|
|
|
63,226
|
|
58,070
|
|
Less accumulated depreciation and
amortization
|
|
(25,306
|
)
|
(19,493
|
)
|
|
|
37,920
|
|
38,577
|
|
Intangible assets, net
|
|
41,254
|
|
44,615
|
|
Goodwill
|
|
113,958
|
|
102,073
|
|
Other assets
|
|
1,497
|
|
1,675
|
|
|
|
$
|
279,190
|
|
$
|
263,671
|
|
|
|
|
|
|
|
Liabilities and stockholders equity
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Current portion of long-term debt
|
|
$
|
8,000
|
|
$
|
6,000
|
|
Accounts payable
|
|
9,723
|
|
9,630
|
|
Compensation payable
|
|
7,175
|
|
5,946
|
|
Earnout payable
|
|
4,295
|
|
3,667
|
|
Accrued expenses
|
|
6,809
|
|
8,925
|
|
Deferred revenue
|
|
2,920
|
|
1,706
|
|
Liabilities of discontinued operations
|
|
|
|
97
|
|
Total current liabilities
|
|
38,922
|
|
35,971
|
|
|
|
|
|
|
|
Long-term debt
|
|
50,300
|
|
51,000
|
|
Deferred income taxes
|
|
18,503
|
|
19,732
|
|
Other long-term liabilities
|
|
2,753
|
|
1,898
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
Preferred Stock, par value $1.00 per share;
authorized 1,000,000 shares; none issued
|
|
|
|
|
|
Common Stock, par value $.10 per share;
authorized 30,000,000 shares; issued 2008 - 17,519,581 shares, outstanding
2008 - 16,370,844 shares; issued 2007- 17,129,199 shares, outstanding 2007 -
16,116,487 shares
|
|
1,752
|
|
1,713
|
|
Additional capital
|
|
81,475
|
|
76,843
|
|
Retained earnings
|
|
86,534
|
|
77,841
|
|
Accumulated other comprehensive income
|
|
10,291
|
|
8,494
|
|
Treasury Stock, 2008 - 1,148,737 shares at
cost;
|
|
|
|
|
|
2007 -1,012,712 shares at cost
|
|
(11,340
|
)
|
(9,821
|
)
|
Total stockholders equity
|
|
168,712
|
|
155,070
|
|
|
|
$
|
279,190
|
|
$
|
263,671
|
|
See accompanying notes.
2
Table
of Contents
CANTEL MEDICAL CORP.
CONSOLIDATED
STATEMENTS OF INCOME
(Dollar Amounts in Thousands, Except Per Share Data)
|
|
Year Ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
249,374
|
|
$
|
219,044
|
|
$
|
192,179
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
161,748
|
|
140,032
|
|
122,963
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
87,626
|
|
79,012
|
|
69,216
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
Selling
|
|
28,636
|
|
23,818
|
|
18,530
|
|
General and administrative
|
|
37,013
|
|
33,507
|
|
30,225
|
|
Research and development
|
|
4,010
|
|
4,848
|
|
5,117
|
|
Total operating expenses
|
|
69,659
|
|
62,173
|
|
53,872
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before
interest and income taxes
|
|
17,967
|
|
16,839
|
|
15,344
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
4,631
|
|
3,508
|
|
4,232
|
|
Interest income
|
|
(515
|
)
|
(771
|
)
|
(839
|
)
|
|
|
|
|
|
|
|
|
Income from continuing operations before
income taxes
|
|
13,851
|
|
14,102
|
|
11,951
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
5,158
|
|
5,998
|
|
5,298
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
8,693
|
|
8,104
|
|
6,653
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations, net of
tax
|
|
|
|
342
|
|
10,268
|
|
|
|
|
|
|
|
|
|
Gain on disposal of discontinued operations,
net of tax
|
|
|
|
|
|
6,776
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
8,693
|
|
$
|
8,446
|
|
$
|
23,697
|
|
|
|
|
|
|
|
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.54
|
|
$
|
0.52
|
|
$
|
0.43
|
|
Discontinued operations
|
|
|
|
0.02
|
|
0.66
|
|
Gain on disposal of discontinued operations
|
|
|
|
|
|
0.44
|
|
Net income
|
|
$
|
0.54
|
|
$
|
0.54
|
|
$
|
1.53
|
|
Diluted:
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.53
|
|
$
|
0.50
|
|
$
|
0.41
|
|
Discontinued operations
|
|
|
|
0.02
|
|
0.63
|
|
Gain on disposal of discontinued operations
|
|
|
|
|
|
0.42
|
|
Net income
|
|
$
|
0.53
|
|
$
|
0.52
|
|
$
|
1.46
|
|
See accompanying notes.
3
Table
of Contents
CANTEL MEDICAL CORP.
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
AND COMPREHENSIVE INCOME
(Dollar amounts in Thousands, Except Share
Data)
Years Ended July 31, 2008, 2007 and 2006
|
|
Common Stock
|
|
|
|
|
|
Accumulated
|
|
|
|
Total
|
|
Total
|
|
|
|
Number of
|
|
|
|
|
|
|
|
Other
|
|
Treasury
|
|
Stock-
|
|
Compre-
|
|
|
|
Shares
|
|
|
|
Additional
|
|
Retained
|
|
Comprehensive
|
|
Stock,
|
|
holders
|
|
hensive
|
|
|
|
Outstanding
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income
|
|
at Cost
|
|
Equity
|
|
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
July 31, 2005
|
|
15,005,382
|
|
$
|
1,545
|
|
$
|
57,491
|
|
$
|
45,698
|
|
$
|
5,621
|
|
$
|
(1,729
|
)
|
$
|
108,626
|
|
|
|
Issuance for
Crosstex acquisition
|
|
384,821
|
|
38
|
|
6,699
|
|
|
|
|
|
|
|
6,737
|
|
|
|
Exercises of
options
|
|
311,899
|
|
32
|
|
2,645
|
|
|
|
|
|
(65
|
)
|
2,612
|
|
|
|
Repurchases of
shares
|
|
(303,000
|
)
|
|
|
|
|
|
|
|
|
(4,297
|
)
|
(4,297
|
)
|
|
|
Stock-based
compensation
|
|
|
|
|
|
1,178
|
|
|
|
|
|
|
|
1,178
|
|
|
|
Income tax
benefit from exercises of stock options
|
|
|
|
|
|
1,158
|
|
|
|
|
|
|
|
1,158
|
|
|
|
Unrealized gain
on currency hedging, net of $49 in tax
|
|
|
|
|
|
|
|
|
|
90
|
|
|
|
90
|
|
$
|
90
|
|
Translation
adjustment, net of $476 in tax
|
|
|
|
|
|
|
|
|
|
1,004
|
|
|
|
1,004
|
|
1,004
|
|
Net income
|
|
|
|
|
|
|
|
23,697
|
|
|
|
|
|
23,697
|
|
23,697
|
|
Total
comprehensive income for fiscal 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
24,791
|
|
Balance,
July 31, 2006
|
|
15,399,102
|
|
1,615
|
|
69,171
|
|
69,395
|
|
6,715
|
|
(6,091
|
)
|
140,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercises of
options
|
|
704,185
|
|
80
|
|
5,071
|
|
|
|
|
|
(1,515
|
)
|
3,636
|
|
|
|
Repurchases of
shares
|
|
(161,800
|
)
|
|
|
|
|
|
|
|
|
(2,215
|
)
|
(2,215
|
)
|
|
|
Stock-based
compensation
|
|
|
|
|
|
1,482
|
|
|
|
|
|
|
|
1,482
|
|
|
|
Issuance of
restricted stock
|
|
175,000
|
|
18
|
|
(18
|
)
|
|
|
|
|
|
|
|
|
|
|
Income tax
benefit from exercises of stock options
|
|
|
|
|
|
1,137
|
|
|
|
|
|
|
|
1,137
|
|
|
|
Translation
adjustment, net of $313 in tax
|
|
|
|
|
|
|
|
|
|
1,779
|
|
|
|
1,779
|
|
$
|
1,779
|
|
Net income
|
|
|
|
|
|
|
|
8,446
|
|
|
|
|
|
8,446
|
|
8,446
|
|
Total
comprehensive income for fiscal 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,225
|
|
Balance,
July 31, 2007
|
|
16,116,487
|
|
1,713
|
|
76,843
|
|
77,841
|
|
8,494
|
|
(9,821
|
)
|
155,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercises of
options
|
|
245,978
|
|
29
|
|
1,786
|
|
|
|
|
|
(664
|
)
|
1,151
|
|
|
|
Repurchases of
shares
|
|
(90,700
|
)
|
|
|
|
|
|
|
|
|
(855
|
)
|
(855
|
)
|
|
|
Stock-based
compensation
|
|
|
|
|
|
1,961
|
|
|
|
|
|
|
|
1,961
|
|
|
|
Issuance of
restricted stock
|
|
130,500
|
|
13
|
|
(13
|
)
|
|
|
|
|
|
|
|
|
|
|
Cancellation of
restricted stock
|
|
(31,421
|
)
|
(3
|
)
|
3
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
benefit from exercises of stock options
|
|
|
|
|
|
895
|
|
|
|
|
|
|
|
895
|
|
|
|
Translation adjustment,
net of $363 in tax
|
|
|
|
|
|
|
|
|
|
1,797
|
|
|
|
1,797
|
|
$
|
1,797
|
|
Net income
|
|
|
|
|
|
|
|
8,693
|
|
|
|
|
|
8,693
|
|
8,693
|
|
Total
comprehensive income for fiscal 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,490
|
|
Balance,
July 31, 2008
|
|
16,370,844
|
|
$
|
1,752
|
|
$
|
81,475
|
|
$
|
86,534
|
|
$
|
10,291
|
|
$
|
(11,340
|
)
|
$
|
168,712
|
|
|
|
See accompanying notes.
4
Table of Contents
CANTEL MEDICAL CORP.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Dollar Amounts in Thousands)
|
|
Year Ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
Net income
|
|
$
|
8,693
|
|
$
|
8,446
|
|
$
|
23,697
|
|
Adjustments to reconcile net income to net
cash provided by operating activities:
|
|
|
|
|
|
|
|
Depreciation
|
|
6,058
|
|
5,347
|
|
4,778
|
|
Amortization
|
|
5,674
|
|
4,892
|
|
5,405
|
|
Stock-based compensation expense
|
|
1,961
|
|
1,482
|
|
1,178
|
|
Amortization of debt issuance costs
|
|
377
|
|
350
|
|
357
|
|
Loss on disposal of fixed assets
|
|
126
|
|
25
|
|
168
|
|
Deferred income taxes
|
|
(1,977
|
)
|
(2,369
|
)
|
(3,136
|
)
|
Excess tax benefits from stock-based
compensation
|
|
(434
|
)
|
(706
|
)
|
(787
|
)
|
Gain on disposal of discontinued operations
|
|
|
|
|
|
(6,776
|
)
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
Accounts receivable
|
|
1,189
|
|
(6,334
|
)
|
2,982
|
|
Inventories
|
|
(3,343
|
)
|
(1,347
|
)
|
(3,114
|
)
|
Prepaid expenses and other current assets
|
|
(1,052
|
)
|
(117
|
)
|
285
|
|
Assets of discontinued operations
|
|
|
|
2,137
|
|
(2,956
|
)
|
Accounts payable, deferred revenue and
accrued expenses
|
|
(378
|
)
|
2,623
|
|
984
|
|
Income taxes payable
|
|
1,756
|
|
(1,118
|
)
|
134
|
|
Liabilities of discontinued operations
|
|
(93
|
)
|
(7,344
|
)
|
(1,138
|
)
|
Net cash provided by operating activities
|
|
18,557
|
|
5,967
|
|
22,061
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
Capital expenditures
|
|
(4,983
|
)
|
(5,529
|
)
|
(6,069
|
)
|
Proceeds from disposal of fixed assets
|
|
23
|
|
61
|
|
147
|
|
Acquisition of Crosstex, net of cash
acquired
|
|
(3,667
|
)
|
(3,667
|
)
|
(68,231
|
)
|
Acquisition of Fluid Solutions, net of cash
acquired
|
|
|
|
|
|
(2,903
|
)
|
Acquisition of GE Water
|
|
|
|
(30,506
|
)
|
|
|
Acquisition of Twist
|
|
(15
|
)
|
(1,900
|
)
|
|
|
Acquisition of DSI
|
|
(1,250
|
)
|
|
|
|
|
Acquisition of Strong Dental, net of cash
acquired
|
|
(3,711
|
)
|
|
|
|
|
Acquisition of Verimetrix
|
|
(4,906
|
)
|
|
|
|
|
Proceeds from disposal of discontinued
operations
|
|
|
|
|
|
30,774
|
|
Other, net
|
|
43
|
|
6
|
|
332
|
|
Net cash used in investing activities
|
|
(18,466
|
)
|
(41,535
|
)
|
(45,950
|
)
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
Borrowings under term loan facility, net of
debt issuance costs
|
|
|
|
|
|
39,399
|
|
Borrowings under revolving credit
facilities, net of debt issuance costs
|
|
15,050
|
|
30,500
|
|
27,635
|
|
Repayments under term loan facility
|
|
(6,000
|
)
|
(4,000
|
)
|
(17,750
|
)
|
Repayments under revolving credit facility
|
|
(7,750
|
)
|
(7,500
|
)
|
(28,300
|
)
|
Proceeds from exercises of stock options
|
|
1,151
|
|
3,636
|
|
2,612
|
|
Excess tax benefits from stock-based
compensation
|
|
434
|
|
706
|
|
787
|
|
Purchase of interest rate cap
|
|
(148
|
)
|
|
|
|
|
Purchases of treasury stock
|
|
(855
|
)
|
(2,260
|
)
|
(4,256
|
)
|
Net cash provided by financing activities
|
|
1,882
|
|
21,082
|
|
20,127
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and
cash equivalents
|
|
485
|
|
448
|
|
325
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash
equivalents
|
|
2,458
|
|
(14,038
|
)
|
(3,437
|
)
|
Cash and cash equivalents at beginning of
year
|
|
15,860
|
|
29,898
|
|
33,335
|
|
Cash and cash equivalents at end of year
|
|
$
|
18,318
|
|
$
|
15,860
|
|
$
|
29,898
|
|
See accompanying notes.
5
Table
of Contents
CANTEL
MEDICAL CORP.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Years Ended
July 31, 2008, 2007 and 2006
1.
Business Description
Cantel
Medical Corp. (Cantel) is a leading provider of infection prevention and
control products in the healthcare market, specializing in the
following operating segments:
·
Water Purification and Filtration
: Water purification equipment and services,
filtration and separation products, and disinfectants for the medical,
pharmaceutical, biotech, beverage and commercial industrial markets.
·
Dialysis
: Medical device reprocessing systems, sterilants/disinfectants,
dialysate concentrates and other supplies for renal dialysis.
·
Healthcare Disposables
: Single-use, infection control products used principally in the dental market including face masks, towels
and bibs, tray covers, saliva ejectors, germicidal wipes, plastic cups,
sterilization pouches and disinfectants.
·
Endoscope Reprocessing
: Medical device reprocessing systems and
sterilants/disinfectants for endoscopy.
·
Therapeutic Filtration
: Hollow fiber membrane filtration and
separation technologies for medical applications. (Included in All Other
reporting segment).
·
Specialty Packaging
: Specialty packaging and thermal control
products, as well as related compliance training, for the transport of
infectious and biological specimens and thermally sensitive pharmaceutical,
medical and other products. (Included in All Other reporting segment).
Most
of our equipment, consumables and supplies are used to help prevent the
occurrence or spread of infections.
Cantel
had five principal operating companies during fiscals 2008, 2007 and 2006.
Minntech Corporation (Minntech), Crosstex International Inc. (Crosstex),
Mar Cor Purification, Inc. (Mar Cor), Biolab Equipment Ltd. (Biolab)
and Saf-T-Pak, Inc. (Saf-T-Pak), all of which are wholly-owned operating
subsidiaries. In addition, Minntech has three foreign subsidiaries, Minntech
B.V., Minntech Asia/Pacific Ltd. and Minntech Japan K.K., which serve as
Minntechs bases in Europe, Asia/Pacific and Japan, respectively.
We
currently operate our business through six operating segments: Water
Purification and Filtration (through Mar Cor, Biolab and Minntech), Dialysis
(through Minntech), Healthcare Disposables (through Crosstex), Endoscope
Reprocessing (through Minntech), Therapeutic Filtration (through Minntech) and
Specialty Packaging (through Saf-T-Pak). The Therapeutic Filtration and
Specialty Packaging operating segments are combined in the All Other reporting
segment for financial reporting purposes.
On
March 30, 2007, we purchased certain net assets of GE Water &
Process Technologies water dialysis business (the GE Water Acquisition or GE
Water), as more fully described in Note 3 to the Consolidated Financial
Statements. Since the GE Water Acquisition was completed on March 30,
2007, its results of operations are included in our results of operations in
fiscal 2008 and for the portion of fiscal 2007 subsequent to March 30,
2007 and are not reflected in our results of operations for fiscal 2006. GE
Water is included in our Water Purification and Filtration operating segment.
On
July 9, 2007, we acquired the net assets of Twist 2 It Inc. (Twist), as
more fully described in Note 3 to the Consolidated Financial Statements. The
Twist acquisition had an insignificant affect on our results of operations in
fiscals 2008 and 2007 due to the small size of this business and with respect
to fiscal 2007, its inclusion for only a portion of one month. Its results of
operations are not reflected in our results of operations for fiscal 2006.
Twist is included in our Healthcare Disposables operating segment.
We acquired certain net assets
of Dialysis Services, Inc. (DSI) on August 1, 2007 and Verimetrix,
LLC (Verimetrix) on September 17, 2007, and all of the issued and
outstanding stock of Strong Dental Inc. (Strong Dental) on September 26,
2007, as more fully described in Note 3 to the Consolidated Financial
Statements. The
6
Table
of Contents
acquisitions
of DSI, Verimetrix and Strong Dental had an overall insignificant affect on our
results of operations in fiscal 2008 subsequent to their respective acquisition
dates due to the small size of these businesses. Their results of operations
are not reflected in all prior periods presented. DSI, Verimetrix and Strong
Dental are included in the Water Purification and Filtration, Endoscope
Reprocessing and Healthcare Disposables segments, respectively.
Throughout
this document, references to Cantel, us, we, our, and the Company are
references to Cantel Medical Corp. and its subsidiaries, except where the
context makes it clear the reference is to Cantel itself and not its
subsidiaries.
2.
Summary of Significant Accounting Policies
The
following is a summary of our significant accounting policies used to prepare
our Consolidated Financial Statements.
Principles of Consolidation
The
Consolidated Financial Statements include the accounts of Cantel and its
wholly-owned subsidiaries. All intercompany transactions and balances have been
eliminated in consolidation.
Revenue Recognition
Revenue
on product sales is recognized as products are shipped to customers and title
passes. The passing of title is determined based upon the FOB terms specified
for each shipment. With respect to dialysis, therapeutic, specialty packaging
and endoscope reprocessing products, shipment terms are generally FOB origin
for common carrier and FOB destination when our distribution fleet is utilized
(except for one large customer in dialysis whereby all products are shipped FOB
destination). With respect to water purification and filtration and healthcare
disposable products, shipment terms may be either FOB origin or destination.
Customer acceptance for the majority of our product sales occurs at the time of
delivery. In certain instances, primarily with respect to some of our water
purification and filtration equipment, endoscope reprocessing equipment and an
insignificant amount of our sales of dialysis equipment, post-delivery
obligations such as installation, in-servicing or training are contractually
specified; in such instances, revenue recognition is deferred until all of such
conditions have been substantially fulfilled such that the products are deemed
functional by the end-user. With respect to a portion of water purification and
filtration product sales, equipment is sold as part of a system for which the
equipment is functionally interdependent or the customers purchase order
specifies ship-complete as a condition of delivery; revenue recognition on
such sales is deferred until all equipment has been delivered.
A
portion of our water purification and filtration sales relating to our
acquisition of GE Water are recognized as multiple element arrangements,
whereby revenue is allocated to the equipment and installation components based
upon vendor specific objective evidence which principally includes comparable
historical transactions of similar equipment and installation sold as stand
alone components, as well as an evaluation of unrelated third party competitor
pricing of similar installation.
Revenue
on service sales is recognized when repairs are completed at the customers
location or when repairs are completed at our facilities and the products are
shipped to customers. With respect to certain service contracts in our
Endoscope Reprocessing and Water Purification and Filtration operating
segments, service revenue is recognized on a straight-line basis over the contractual
term of the arrangement. All shipping and handling fees invoiced to customers,
such as freight, are recorded as revenue (and related costs are included within
cost of sales) at the time the sale is recognized.
None
of our sales contain right-of-return provisions except certain sales of a small
portion of our endoscope reprocessing equipment which contain a 15 day
right-of-return trial period. Such sales are not recognized as revenue until
the 15 day trial period has elapsed. Customer claims for credit or return due
to damage, defect, shortage or other reason must be pre-approved by us before
credit is issued or such product is accepted for return. No cash discounts for
early payment are offered except with respect to a portion of our sales of dialysis
and healthcare disposable products and certain prepaid packaging products. We
do not offer price protection, although advance pricing contracts or required
notice periods prior to implementation of price increases exist for certain
customers with respect to many of our products. With respect to certain of our
dialysis, dental and water purification and filtration customers, volume
rebates are provided; such volume rebates are provided for as a reduction of
sales at the time of revenue recognition and
7
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amounted
to $1,757,000, $1,449,000 and $1,216,000 in fiscal 2008, 2007 and 2006,
respectively. Such allowances are determined based on estimated projections of
sales volume for the entire rebate agreement periods. If it becomes known that
sales volume to customers will deviate from original projections, the volume
rebate provisions originally established would be adjusted accordingly.
The
majority of our dialysis products are sold to end-users; the majority of
therapeutic filtration products and healthcare disposable products are sold to
third party distributors; water purification and filtration products and services
are sold directly and through third-party distributors to hospitals, dialysis
clinics, pharmaceutical and biotechnology companies and other end-users; our
endoscope reprocessing products and services are sold primarily to distributors
internationally and directly to hospitals and other end-users in the United
States; and specialty packaging products are sold to third-party distributors,
medical research companies, laboratories, pharmaceutical companies, hospitals,
government agencies and other end-users. Sales to all of these customers follow
our revenue recognition policies.
Translation of Foreign Currency Financial
Statements
Assets
and liabilities of our foreign subsidiaries are translated into United States
dollars at year-end exchange rates; sales and expenses are translated using
average exchange rates during the year. The cumulative effect of the
translation of the accounts of the foreign subsidiaries is presented as a
component of accumulated other comprehensive income or loss. Foreign exchange
gains and losses related to the purchase of inventories denominated in foreign
currencies are included in cost of sales and foreign exchange gains and losses
related to the incurrence of operating costs denominated in foreign currencies
are included in general and administrative expenses. Additionally, foreign
exchange gains and losses related to the conversion of foreign assets and
liabilities into functional currencies are included in general and
administrative expenses.
Cash and Cash Equivalents
We
consider all highly liquid investments with maturities of three months or less
when purchased to be cash equivalents.
Accounts Receivable and Allowance for Doubtful
Accounts
Accounts
receivable consist of amounts due to us from normal business activities. Allowances
for doubtful accounts are reserves for the estimated loss from the inability of
customers to make required payments. We use historical experience as well as
current market information in determining the estimate. While actual losses
have historically been within managements expectations and provisions
established, if the financial condition of our customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional
allowances may be required. Alternatively, if certain customers paid their
delinquent receivables, reductions in allowances may be required.
Inventories
Inventories
consist of products which are sold in the ordinary course of our business and
are stated at the lower of cost (first-in, first-out) or market. In assessing
the value of inventories, we must make estimates and judgments regarding
reserves required for product obsolescence, aging of inventories and other
issues potentially affecting the saleable condition of products. In performing
such evaluations, we use historical experience as well as current market
information.
Property and Equipment
Property
and equipment are stated at cost. Additions and improvements are capitalized,
while maintenance and repair costs are expensed. When assets are retired or
otherwise disposed, the cost and related accumulated depreciation or
amortization is removed from the respective accounts and any resulting gain or
loss is included in income. Depreciation and amortization is provided on the
straight-line method over the estimated useful lives of the assets which
generally range from 2-15 years for furniture and equipment, 5-32 years for
buildings and improvements and the life of the lease for leasehold
improvements. The depreciation and amortization expense related to property and
equipment for fiscal 2008, 2007 and 2006 was $6,058,000, $5,347,000 and
$4,778,000, respectively.
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Goodwill and Intangible Assets
Certain of our identifiable intangible assets, including customer
relationships, technology, brand names, non-compete agreements and patents, are
amortized using the straight-line method over their estimated useful lives
which range from 1 to 20 years. Additionally, we have recorded goodwill and
trademarks and trade names, all of which have indefinite useful lives and are
therefore not amortized. All of our intangible assets and goodwill are reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable, and goodwill and intangible
assets with indefinite lives are reviewed for impairment at least annually
.
Our management is primarily responsible
for determining if impairment exists and considers a number of factors,
including third-party valuations, when making these determinations. In
performing a review for goodwill impairment, management uses a two-step process
that begins with an estimation of the fair value of the related operating
segments by using the average fair value results of the market multiple and
discounted cash flow methodologies. The first step is a review for potential
impairment, and the second step measures the amount of impairment, if any. In
performing our annual review for indefinite lived intangibles, management
compares the current fair value of such assets to their carrying values. With
respect to amortizable intangible assets when impairment indicators are
present, management would determine whether non-discounted cash flows would be
sufficient to recover the carrying value of the assets; if not, the carrying
value of the assets would be adjusted to their fair value. On July 31,
2008, management concluded that none of our intangible assets or goodwill was
impaired.
While the results of these annual reviews have historically not
indicated impairment, impairment reviews are highly dependent on managements
projections of our future operating results and cash flows (which management
believes to be reasonable), discount rates based on the Companys
weighted-average cost of capital and appropriate benchmark peer companies.
Assumptions used in determining future operating results and cash flows include
current and expected market conditions and future sales forecasts. Subsequent
changes in these assumptions and estimates could result in future impairment.
Although we consistently use the same methods in developing the assumptions and
estimates underlying the fair value calculations, such estimates are uncertain
by nature and can vary from actual results. At July 31, 2008, our
reporting units that are potentially at risk for impairment are Healthcare
Disposables and Specialty Packaging, which had average fair values that
exceeded book value by modest amounts. For all of our remaining reporting
units, average fair value exceeded book value by substantial amounts.
Long-Lived Assets
We
evaluate the carrying value of long-lived assets including property, equipment
and other assets whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. An assessment is made to determine if
the sum of the expected future non-discounted cash flows from the use of the
assets and eventual disposition is less than the carrying value. If the sum of
the expected non-discounted cash flows is less than the carrying value, an
impairment loss is recognized based on fair value. With few exceptions, our
historical assessments of our long-lived assets have not differed significantly
from the actual amounts realized. However, the determination of fair value
requires us to make certain assumptions and estimates and is highly subjective,
and accordingly, actual amounts realized may differ significantly from our
estimates.
Other Assets
Debt
issuance costs associated with the credit facilities are amortized to interest
expense over the life of the credit facilities. In conjunction with the amended
and restated credit facilities dated August 1, 2005, as more fully
described in Note 8 to the Consolidated Financial Statements, we incurred
additional debt issuance costs of approximately $1,426,000, of which $160,000
of third-party costs was recorded in general and administrative expenses during
the first three months of fiscal 2006 in accordance with applicable accounting
rules. The remaining $1,266,000 of costs is being amortized over the life of
the credit facilities. As of July 31, 2008 and 2007, such debt issuance
costs, net of related amortization, were included in other assets and amounted
to $960,000 and $1,313,000, respectively.
Warranties
We provide for estimated costs that may be incurred to remedy
deficiencies of quality or performance of our products at the time of revenue
recognition. Most of our products have a one year warranty, although a majority
of our endoscope reprocessing equipment in the United States carry a warranty
period of up to fifteen months. We record provisions for product warranties as
a component of cost of sales based upon an estimate of the amounts necessary to
settle existing and future claims on products sold. The historical relationship
of warranty costs to products sold is the primary basis for the
9
Table of Contents
estimate. A significant increase in third party service repair rates,
the cost and availability of parts or the frequency of claims could have a
material adverse impact on our results for the period or periods in which such
claims or additional costs materialize. Management reviews its warranty
exposure periodically and believes that the warranty reserves are adequate;
however, actual claims incurred could differ from original estimates, requiring
adjustments to the reserves.
Stock-Based Compensation
On
August 1, 2005, we adopted Statement of Financial Accounting Standard (SFAS)
No. 123R, Share-Based Payment (Revised 2004) (SFAS 123R) using the
modified prospective method for the transition. Under the modified prospective
method, stock compensation expense is recognized for any option grant or stock
award granted on or after August 1, 2005, as well as the unvested portion
of stock options granted prior to August 1, 2005, based upon the awards
fair value. For fiscal 2005 and earlier periods, we accounted for stock options
using the intrinsic value method under which stock compensation expense is not
recognized because we granted stock options with exercise prices equal to the
market value of the shares at the date of grant.
Most
of our stock option and stock awards (which consist only of restricted shares)
are subject to graded vesting in which portions of the award vest at different
times during the vesting period, as opposed to awards that vest at the end of the
vesting period. We recognize compensation expense for awards subject to graded
vesting using the straight-line basis, reduced by estimated forfeitures.
Forfeitures are estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those estimates.
Forfeitures are estimated based on historical experience.
The
stock-based compensation expense recorded in our Consolidated Financial
Statements may not be representative of the effect of stock-based compensation
expense in future periods due to the level of awards issued in past years
(which level may not be similar in the future), assumptions used in determining
fair value, and estimated forfeitures. We determine the fair value of each
stock award using the closing market price of our Common Stock on the date of
grant. We estimate the fair value of each option grant on the date of grant
using the Black-Scholes option valuation model. The determination of fair value
using an option-pricing model is affected by our stock price as well as
assumptions regarding a number of subjective variables. These variables
include, but are not limited to, the expected stock price volatility over the
term of the expected option life (which is determined by using the historical closing
prices of our Common Stock), the expected dividend yield (which is expected to
be 0%), and the expected option life (which is based on historical exercise
behavior). If factors change and we employ different assumptions in the
application of SFAS 123R in future periods, the compensation expense that we
would record under SFAS 123R may differ significantly from what we have
recorded in the current period. With respect to stock options granted
subsequent to October 31, 2006, we reassessed both the expected option
life and stock price volatility assumptions by evaluating more recent
historical exercise behavior and stock price activity; such reevaluation
resulted in reductions in both the volatility, and for certain options, the
expected option lives.
Costs Associated with Exit or Disposal Activities
We
recognize costs associated with exit or disposal activities, such as costs to
terminate a contract, the exit or disposal of a business, or the early
termination of a leased property, by recognizing the liability at fair value
when incurred, except for certain one-time termination benefits, such as
severance costs, for which the period of recognition begins when a severance
plan is communicated to employees.
Inherent
in the calculation of liabilities relating to exit and disposal activities are
significant management judgments and estimates, including estimates of
termination costs, employee attrition, and the interest rate used to discount
certain expected net cash payments. Such judgments and estimates are reviewed
by us on a regular basis. The cumulative effect of a change to a liability
resulting from a revision to either timing or the amount of estimated cash
flows is recognized by us as an adjustment to the liability in the period of
the change.
Although
we have historically recorded minimal charges associated with exit or disposal
activities, we recorded approximately $365,000 in severance and inventory
charges in fiscal 2008, and expect additional charges of approximately $450,000
in fiscal 2009, relating to our restructuring plan for our Netherlands
manufacturing operations. We also recorded $1,329,000 of severance costs in
income from discontinued operations in fiscal 2006 related to the sale of
substantially all of Carsens assets.
10
Table of Contents
Legal Proceedings
In the normal course of business, we are subject to pending and
threatened legal actions. We record legal fees and other expenses related to
litigation as incurred. Additionally, we assess, in consultation with our
counsel, the need to record a liability for litigation and contingencies on a
case by case basis. Amounts are accrued when we, in consultation with counsel,
determine that it is probable that a liability has been incurred and an amount
of anticipated exposure can be reasonably estimated.
Earnings Per Common Share
Basic
earnings per common share are computed based upon the weighted average number of
common shares outstanding during the year.
Diluted
earnings per common share are computed based upon the weighted average number
of common shares outstanding during the year plus the dilutive effect of
options and nonvested shares using the treasury stock method and the average
market price of our Common Stock for the year.
Advertising Costs
Our
policy is to expense advertising costs as they are incurred. Advertising costs
charged to expense were $1,186,000, $1,032,000 and $697,000 for fiscal 2008,
2007 and 2006, respectively.
Income
Taxes
We
recognize deferred tax assets and liabilities based on differences between the
financial statement carrying amounts and the tax basis of assets and
liabilities. Deferred tax assets and liabilities also include items recorded in
conjunction with the purchase accounting for business acquisitions. We
regularly review our deferred tax assets for recoverability and establish a
valuation allowance, if necessary, based on historical taxable income,
projected future taxable income, and the expected timing of the reversals of
existing temporary differences. Although realization is not assured, management
believes it is more likely than not that the recorded deferred tax assets, as
adjusted for valuation allowances, will be realized. Additionally, deferred tax
liabilities are regularly reviewed to confirm that such amounts are
appropriately stated. Such a review considers known future changes in various
effective tax rates. If the effective tax rate were to change in the future,
particularly in the United States and to a lesser extent Canada, our items of
deferred tax could be materially affected. All of such evaluations require
significant management judgments. In fiscal 2008, recently enacted Canadian
federal and New York state statutory tax rate reductions were applied to
existing deferred income tax liabilities decreasing our overall effective tax
rate.
We
record liabilities for an unrecognized tax benefit when a tax benefit for an
uncertain tax position is taken or expected to be taken on a tax return, but is
not recognized in our Consolidated Financial Statements because it does not
meet the more-likely-than-not recognition threshold that the uncertain tax
position would be sustained upon examination by the applicable taxing
authority. The majority of such unrecognized tax benefits originated from
acquisitions and are based primarily upon managements assessment of exposure
associated with acquired companies. Accordingly, any adjustments upon
resolution of income tax uncertainties that predate or result from acquisitions
are recorded as an increase or decrease to goodwill. Unrecognized tax benefits
are analyzed periodically and adjustments are made, as events occur to warrant
adjustment to the related liability.
Use of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires us to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates. On an
ongoing basis, we evaluate the adequacy of our reserves and the estimates used
in calculations of reserves as well as other judgmental financial statement
items, including, but not limited to: collectability of accounts receivable;
volume rebates and trade-in allowances; inventory values and obsolescence
reserves; warranty reserves; depreciation and amortization periods; deferred
income taxes; goodwill and intangible assets; impairment of long-lived assets;
unrecognized tax benefits for uncertain tax positions; reserves for legal
exposure; stock-based compensation; and expense accruals.
Acquisitions
require significant estimates and judgments related to the fair value of assets
acquired and liabilities
11
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assumed.
Certain liabilities and reserves are subjective in nature. We reflect such
liabilities and reserves based upon the most recent information available. In
conjunction with our acquisitions, such subjective liabilities and reserves
principally include certain income tax and sales and use tax exposures,
including tax liabilities related to our foreign subsidiaries, as well as
reserves for accounts receivable, inventories and warranties. The ultimate
settlement of such liabilities may be for amounts which are different from the
amounts recorded.
Recent Accounting Pronouncements
In
May 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 162,
The Hierarchy of Generally Accepted Accounting
Principles
(SFAS 162), which identifies a consistent framework,
or hierarchy, for selecting accounting principles. SFAS 162 is effective 60
days following the Securities and Exchange Commissions approval of the Public
Company Accounting Oversight Board amendments to AU Section 411,
The Meaning of Present Fairly in Conformity with Generally Accepted
Accounting Principles.
We are currently in the process of
evaluating the effect of SFAS 162.
In
March 2008, the FASB issued SFAS No. 161,
Disclosures
about Derivative Instruments and Hedging Activities, an amendment of FASB
Statement No. 133
(SFAS 161), which requires enhanced
disclosures about (i) how and why an entity uses derivative instruments, (ii) how
derivative instruments and related hedged items are accounted for under SFAS No. 133,
Accounting for Derivative Instruments and
Hedging Activities,
as
amended
(SFAS 133) and its related interpretations,
and (iii) how derivative instruments and related hedged items affect an
entitys financial position, financial performance, and cash flows. SFAS No. 161
also requires that objectives for using derivative instruments be disclosed in
terms of underlying risk and accounting designation and requires
cross-referencing within the footnotes. This statement also suggests disclosing
the fair values of derivative instruments and their gains and losses in a
tabular format. This statement is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008 and
therefore is effective for our third quarter in fiscal 2009. We are currently
in the process of evaluating the effect of SFAS 161.
In
December 2007, the FASB issued SFAS No. 141 (Revised 2007),
Business Combinations
(SFAS 141R), which establishes
principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed,
any non-controlling interest in the acquiree and the goodwill acquired. SFAS
141R also establishes disclosure requirements that will enable users to
evaluate the nature and financial effects of the business combinations. SFAS
141R is effective for business combinations that occur during or after fiscal
years beginning after December 15, 2008 and therefore is effective for our
fiscal year 2010. We are currently in the process of evaluating the effect of
SFAS 141R.
In
September 2006, the FASB issued SFAS No. 157,
Fair Value
Measurements
(SFAS 157), which provides enhanced guidance for
using fair value to measure assets and liabilities. SFAS 157 establishes a
definition of fair value, provides a framework for measuring fair value and
expands the disclosure requirements about fair value measurements. SFAS 157 is
effective for fiscal years beginning after November 15, 2007 and therefore
is effective for our fiscal year 2009. In February 2008, FASB Staff
Position No. 157-2,
Effective Date of
Statement 157,
was issued which delays the effective date to fiscal
years beginning after November 15, 2008 for certain nonfinancial assets
and liabilities. We are currently in the process of evaluating the effect of
SFAS 157.
In
July 2006, the FASB issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statement No. 109
(FIN 48). FIN 48 clarifies the accounting
and reporting for uncertainties in income tax law. FIN 48 prescribes a
comprehensive model for the financial statement recognition, measurement,
presentation and disclosure of uncertain tax positions taken or expected to be
taken in income tax returns. FIN 48 is effective for fiscal years beginning
after December 15, 2006 and therefore was adopted on August 1, 2007.
The adoption of FIN 48 did not have a material effect on our financial position
or results of operations, as more fully described in Note 9 to the Consolidated
Financial Statements.
3.
Acquisitions
Fiscal 2008
Strong Dental Products, Inc.
On
September 26, 2007, we expanded our product offerings in our Healthcare
Disposables segment by purchasing all of the issued and outstanding stock of
Strong Dental, a private company with pre-acquisition annual revenues of
approximately $1,000,000 that designs, markets and sells comfort cushioning and
infection control covers for x-ray film
12
Table of Contents
and
digital x-ray sensors. The total consideration for the transaction, including
transactions costs and assumption of debt, was $4,017,000. Under the terms of
the purchase agreement, we agreed to pay additional purchase price up to
$700,000 contingent upon the achievement of a specified revenue target over a
three year period. As of July 31, 2008, none of the additional
consideration had been earned.
The
purchase price was allocated to the assets acquired and assumed liabilities
based on estimated fair values as follows:
|
|
Final
|
|
Net Assets
|
|
Allocation
|
|
Cash and cash equivalents
|
|
$
|
306,000
|
|
Other current assets
|
|
140,000
|
|
Amortizable intangible assets:
|
|
|
|
Patents (17-year life)
|
|
144,000
|
|
Customer relationships (10-year life)
|
|
650,000
|
|
Branded products (5-year life)
|
|
69,000
|
|
Non-compete agreements (6-year life)
|
|
30,000
|
|
Current liabilities
|
|
(147,000
|
)
|
Noncurrent deferred income tax liabilities
|
|
(342,000
|
)
|
Net assets acquired
|
|
$
|
850,000
|
|
There
were no in-process research and development projects acquired in connection with
the acquisition. The excess purchase price of $3,167,000 was assigned to
goodwill. Such goodwill, all of which is non-deductible for income tax
purposes, has been included in our Healthcare Disposables reporting segment.
The
principal reasons for the acquisition were to (i) leverage the sales and
marketing infrastructure of Crosstex by adding a branded, technologically
differentiated, and patent-protected product line, (ii) expand into the
rapidly growing area of digital radiography as dentists convert from film to
digital x-rays, and (iii) add a new product line that focuses on the
dental hygienist community, which product will aid in cross-selling the
recently launched Patients Choice line of Crosstex products.
Verimetrix, LLC
On
September 17, 2007, we expanded our product offerings in our Endoscope
Reprocessing (Medivators) segment by purchasing certain net assets from
Verimetrix, a private company with pre-acquisition annual revenues of
$2,000,000 that designs, markets and sells the Veriscan System, an endoscope
leak and fluid detection device. The total consideration for the transaction,
including transaction costs, was $4,906,000. Under the terms of the purchase
agreement, we agreed to pay additional purchase price up to $4,025,000
contingent upon the achievement of a specified cumulative revenue target over a
six year period. As of July 31, 2008, none of the additional consideration
had been earned.
The
purchase price was allocated to the assets acquired and assumed liabilities
based on estimated fair values as follows:
|
|
Final
|
|
Net Assets
|
|
Allocation
|
|
Current assets
|
|
$
|
948,000
|
|
Property and equipment
|
|
146,000
|
|
Amortizable intangible assets:
|
|
|
|
Customer relationships (1-year life)
|
|
165,000
|
|
Branded products (3-year life)
|
|
281,000
|
|
Technology (17-year life)
|
|
532,000
|
|
Other assets
|
|
166,000
|
|
Current liabilities
|
|
(415,000
|
)
|
Noncurrent liabilities
|
|
(65,000
|
)
|
Net assets acquired
|
|
$
|
1,758,000
|
|
There
were no in-process research and development projects acquired in connection
with the acquisition. The excess purchase price of $3,148,000 was assigned to
goodwill. Such goodwill, all of which is deductible for income tax
13
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purposes,
has been included in our Endoscope Reprocessing reporting segment.
The
principal reasons for the acquisition were to (i) add a technologically
advanced product that fits squarely in our existing customer call pattern for
Medivators products; (ii) leverage our national, direct hospital field
sales force and their in-depth knowledge of the endoscopy market; and (iii) equip
our sales force with a broad and comprehensive product line ranging from
pre-cleaning detergents, flushing aids and leak testing equipment, to automated
disinfection equipment and chemistries.
Dialysis Services, Inc.
On
August 1, 2007, we purchased the water-related assets of DSI, a company
with pre-acquisition annual revenues of approximately $1,200,000 based in
Springfield, Tennessee that designs, installs and services high quality water
and bicarbonate systems for use in dialysis
clinics, hospitals and university settings. The total consideration for the
transaction, including transaction costs, was $1,250,000.
The
purchase price was allocated to the assets acquired and assumed liabilities
based on estimated fair values as follows:
|
|
Final
|
|
Net Assets
|
|
Allocation
|
|
Current assets
|
|
$
|
122,000
|
|
Amortizable intangible assets:
|
|
|
|
Customer relationships (4-year life)
|
|
182,000
|
|
Non-compete agreements (5-year life)
|
|
34,000
|
|
Property and equipment
|
|
73,000
|
|
Current liabilities
|
|
(18,000
|
)
|
Net assets acquired
|
|
$
|
393,000
|
|
There
were no in-process research and development projects acquired in connection
with the acquisition. The excess purchase price of $857,000 was assigned to
goodwill. Such goodwill, all of which is deductible for income tax purposes,
has been included in our Water Purification and Filtration reporting segment.
The
principal reason for the acquisition was the strengthening of our sales and service presence and base of business
in a region with a significant concentration of dialysis clinics and healthcare
institutions.
The
acquisitions of DSI, Verimetrix and Strong Dental are included in our results of operations in fiscal 2008 subsequent to
the respective acquisition dates and had an insignificant effect on our
results of operations in fiscal 2008 due to the small size of these businesses.
Their results of operations are excluded from fiscals 2007 and 2006. Pro forma
consolidated statements of income data for fiscals 2008, 2007 and 2006 have not
been presented due to the insignificant impact of these acquisitions
individually and in the aggregate.
Fiscal 2007
Twist 2 It Inc.
On
July 9, 2007, we expanded our product offerings in our Healthcare
Disposables segment by purchasing certain assets of Twist, the owner of a
unique, patented, disposable prophy angle for the cleaning and polishing of
teeth that eliminates the splatter of saliva, blood and other potential
infectious matter. The acquired business had pre-acquisition annual revenues of
approximately $1,300,000 and was purchased for $1,915,000, including
transaction costs. Under the terms of the purchase agreement, we agreed to pay
additional purchase price up to $2,043,000 contingent upon the achievement of
specified revenue targets over a two year period. For the post acquisition
period ended July 31, 2008, an additional purchase price of approximately
$629,000 was earned by the sellers of Twist bringing the aggregate earned
purchase price to $2,544,000. The additional earnout purchase price for fiscal
2008 was reflected in the accompanying Consolidated Balance Sheets as
additional goodwill and earnout payable at July 31, 2008 and is not
required to be paid until October 2008. For the fiscal year ending July 31,
2009, an additional $1,414,000 is available to the sellers of Twist if the
specified revenue targets are achieved. Such additional earnout, if achieved,
would represent additional purchase price and therefore be recorded as
additional goodwill when earned.
Due
to the small size of this acquisition, it had an insignificant impact on our
results of operations in fiscal 2008 and
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virtually
no impact on our results of operations for fiscal 2007 since the acquisition
occurred during the last month of fiscal 2007. Twist is not included in our
results of operations for fiscal 2006. Pro forma consolidated statements of
income data for fiscals 2007 and 2006 have not been presented due to the
insignificant impact of this acquisition.
The
purchase price was allocated to the assets acquired and assumed liabilities
based on estimated fair values as follows:
|
|
Final
|
|
Net Assets
|
|
Allocation
|
|
Inventories
|
|
$
|
32,000
|
|
Amortizable intangible assets:
|
|
|
|
Patents (12-year life)
|
|
627,000
|
|
Customer relationships (1-year life)
|
|
25,000
|
|
Branded products (12-year life)
|
|
97,000
|
|
Net assets acquired
|
|
$
|
781,000
|
|
There
were no in-process research and development projects acquired in connection
with the acquisition. The excess purchase price of $1,763,000 was assigned to
goodwill. Such goodwill, all of which is deductible for income tax purposes,
has been included in our Healthcare Disposables reporting segment.
The
principal reasons for the acquisition were to (i) enter into a sizeable
dental disposable niche with a branded, technologically differentiated, and
patent-protected product, (ii) expand Crosstex recently launched Patients
Choice product line, and (iii) leverage Crosstex sophisticated sales and
marketing infrastructure in the dental arena.
GE Water & Process Technologies Dialysis
Water Business
On
March 30, 2007, Mar Cor purchased certain net assets from GE Water &
Process Technologies, a unit of General Electric Company, relating to water
dialysis. With an installed base of approximately 1,800 water equipment
installations in North America and annual pre-acquisition revenues of
approximately $20,000,000 (approximately 70% of such revenues were from one
customer, Fresenius Medical Care), the GE Water Acquisition expanded our Water
Purification and Filtrations annual business by approximately 50% in terms of
sales. Total consideration for the transaction, including transaction costs,
was $30,506,000.
The
purchase price was allocated to the assets acquired and assumed liabilities
based on estimated fair values as follows:
|
|
Final
|
|
Net Assets
|
|
Allocation
|
|
Current assets
|
|
$
|
2,030,000
|
|
Property and equipment
|
|
150,000
|
|
Amortizable intangible assets:
|
|
|
|
Customer relationships (9-year life)
|
|
4,700,000
|
|
Branded products (9-year life)
|
|
400,000
|
|
Current liabilities
|
|
(900,000
|
)
|
Net assets acquired
|
|
$
|
6,380,000
|
|
There
were no in-process research and development projects acquired in connection
with the acquisition. The excess purchase price of $24,126,000 was assigned to
goodwill. Such goodwill, all of which is deductible for income tax purposes,
has been included in our Water Purification and Filtration reporting segment.
The
reasons for the acquisition were as follows: (i) the opportunity to add an
installed equipment base of business into which we can (a) increase
service revenue while improving the density and efficiency of the Mar Cor
service network and (b) increase consumable sales per clinic; (ii) the
potential revenue and cost savings synergies and efficiencies that could be
realized through optimizing and combining the acquired assets (including GE
Water employees) into Mar Cor; and (iii) the expectation that the
acquisition will be accretive to our future earnings per share.
In
fiscal 2008, GE Water contributed approximately $24,125,000 to our net sales
and $6,421,000 to our gross profit before incremental operating expenses,
interest expense associated with the borrowings related to the acquisition and
income taxes
15
Table of Contents
and
may not necessarily be indicative of future operating performance. For the four
months ended July 31, 2007 since its acquisition on March 30, 2007,
GE Water contributed $6,949,000 to our net sales and $2,004,000 to gross profit
(inclusive of $56,000 of amortization included within cost of sales related to
the step-up in the value of inventories.) Pro forma consolidated statements of
income data for fiscals 2007 and 2006 have not been presented due to the
unavailability of pre-acquisition GE Water financial statements, since GE did
not maintain separate financial statements related to these purchased assets.
Fiscal 2006
Crosstex
On
August 1, 2005, we acquired Crosstex, a privately held company founded in
1953 and headquartered in Hauppauge, New York. Crosstex is a leading
manufacturer and reseller of single-use infection control products used
principally in the dental market. Crosstex products include face masks, patient
towels and bibs, self-sealing sterilization pouches, tray covers, sterilization
packaging accessories, surface barriers including eyewear, aprons and gowns,
disinfectants and deodorizers, germicidal wipes, hand care products, gloves,
sponges, cotton products, cups, needles and syringes, scalpels and blades, and
saliva evacuators and ejectors.
Under
the terms of Stock Purchase Agreements with the five stockholders of Crosstex,
pursuant to which we acquired all of the issued and outstanding capital stock
of Crosstex, we paid an aggregate purchase price (excluding any earnout) of
approximately $77,863,000, comprised of approximately $69,843,000 in cash
consideration and 384,821 shares of Cantel common stock (valued at $6,737,000)
to the former Crosstex shareholders, and transaction costs of $1,283,000. The
purchase price included the retirement of bank debt and certain other
liabilities of Crosstex. In addition to this purchase price, there was a
further $12,000,000 potential earnout payable to the sellers of Crosstex over
three years based on the achievement by Crosstex of certain targets of (i) earnings
before interest and taxes and (ii) gross profit percentage. For the
post-acquisition years ended July 31, 2008, 2007 and 2006, an annual
earnout of $3,667,000, or $11,000,000 in the aggregate, was earned by the
sellers of Crosstex and therefore represented additional purchase price,
bringing the aggregate earned purchase price to $88,863,000. The additional
earnout purchase price for fiscal 2008 and 2007 is reflected in the
accompanying Consolidated Balance Sheets as additional goodwill and earnout
payable at July 31, 2008 and 2007. The fiscal 2006 earnout was paid in October 2006
and the fiscal 2007 earnout was paid in October 2007. The fiscal 2008
earnout is not required to be paid until October 2008. As of July 31,
2008, the three year earnout period is completed and additional earnouts are no
longer available to the sellers of Crosstex.
Since
the acquisition was completed on the first day of fiscal 2006, the results of
operations of Crosstex are included in our results of operations for fiscals
2008, 2007 and 2006. As a result of the acquisition, we added a new reporting
segment known as Healthcare Disposables, as more fully described in Note 17 to
the Consolidated Financial Statements.
Operating
income added by Crosstex excludes interest expense associated with the Companys
borrowings related to the acquisition. The segment operating income for fiscal
2006 also excludes non-recurring charges directly related to the acquisition
which were incurred by us upon the closing of the acquisition. Such
non-recurring charges include (i) debt issuance costs relating to the term
loan facility of approximately $160,000 and (ii) incentive compensation
for an officer of Cantel of approximately $345,000. The aggregate amount of
such charges was approximately $505,000 (or $318,000, net of tax) and has been
included within general corporate expenses in our segment presentation in Note
17 to our Consolidated Financial Statements. However, included within our
Healthcare Disposables segment operating income for the first three months of
fiscal 2006 was amortization related to the step-up in the value of inventories
of $658,000 (included within cost of sales).
The
reasons for the acquisition of Crosstex were as follows: (i) the
complementary nature of the companies infection prevention and control
products; (ii) the addition of a market leading company in a distinct
niche in infection prevention and control; (iii) the increase in the
percentage of our net sales derived from recurring consumables; (iv) the
opportunity to utilize Crosstex as a sizeable platform to acquire additional
companies in the healthcare consumables industry; (v) the expectation that
the acquisition will be accretive to our earnings per share; and (vi) the
opportunity for us to further expand our business into the design, manufacture
and distribution of proprietary products. Such reasons constitute the
significant factors which contributed to a purchase price that resulted in
recognition of goodwill.
16
Table of
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The purchase price
(including the fiscals 2008, 2007 and 2006 earnouts) was allocated to the
assets acquired and assumed liabilities based on estimated fair values as
follows:
|
|
Final
|
|
Net
Assets
|
|
Allocation
|
|
Cash and cash equivalents
|
|
$
|
4,264,000
|
|
Accounts receivable
|
|
4,387,000
|
|
Inventories
|
|
7,291,000
|
|
Other current assets
|
|
731,000
|
|
Total current assets
|
|
16,673,000
|
|
Property and equipment
|
|
13,809,000
|
|
Non-amortizable intangible assets - trade names (indefinite life)
|
|
5,200,000
|
|
Amortizable intangible assets:
|
|
|
|
Non-compete agreements (6-year life)
|
|
1,800,000
|
|
Customer relationships (10-year life)
|
|
17,900,000
|
|
Branded products (10-year life)
|
|
8,700,000
|
|
Total amortizable intangible assets (9-year weighted average life)
|
|
28,400,000
|
|
Other assets
|
|
50,000
|
|
Current liabilities
|
|
(4,571,000
|
)
|
Noncurrent deferred income tax liabilities
|
|
(16,241,000
|
)
|
Net assets acquired
|
|
$
|
43,320,000
|
|
There were no in-process
research and development projects acquired in connection with the acquisition.
The excess purchase price of $45,543,000 was assigned to goodwill. Such
goodwill, all of which is non-deductible for income tax purposes, has been
included in our Healthcare Disposables reporting segment. Included in cash and
cash equivalents was $1,370,000 funded by the selling stockholders and utilized
for the payment in August 2005 of current liabilities (included above and
reflected within cash flows from investing activities in our Consolidated
Statements of Cash Flows for fiscal 2006) directly resulting from the
acquisition.
Fluid
Solutions
On May 1, 2006, Mar
Cor purchased certain net assets of Fluid Solutions, Inc. (Fluid
Solutions), a company with pre-acquisition annual revenues of approximately
$5,000,000 based in Lowell, Massachusetts that designs, manufactures, installs
and services high quality, high purity water systems for use in biotech,
pharmaceutical, research, hospitals, and semiconductor environments. Total
consideration for the transaction was $2,959,000.
The purchase price was
allocated to the assets acquired and assumed liabilities based on estimated
fair values as follows:
|
|
Final
|
|
Net
Assets
|
|
Allocation
|
|
Current assets
|
|
$
|
1,486,000
|
|
Property and equipment
|
|
887,000
|
|
Non-amortizable intangible assets - trade names (indefinite life)
|
|
214,000
|
|
Amortizable intangible assets - customer relationships (4-year
weighted average life)
|
|
220,000
|
|
Current liabilities
|
|
(430,000
|
)
|
Net assets acquired
|
|
$
|
2,377,000
|
|
The excess purchase price
of $582,000 was assigned to goodwill. Such goodwill, all of which is deductible
for income tax purposes, has been included in our Water Purification and
Filtration reporting segment.
The reasons for the
acquisition were as follows: (i) the opportunity to add a base of business
and expand the Mar Cor service network in a region that has a concentration of
life science companies as well as healthcare and research institutions; (ii) further
develop the Fluid Solutions water business to serve the New England dialysis
market; (iii) the potential revenue and cost savings synergies and
efficiencies that could be realized through optimizing and combining the
acquired assets (including Fluid Solution employees) into Mar Cor; and (iv) the
expectation that the acquisition will be accretive to our future earnings per
share.
17
Table of Contents
Since the acquisition was
completed on May 1, 2006, the results of operations of Fluid Solutions are
included in our results of operations for fiscals 2008 and 2007 and the portion
of fiscal 2006 subsequent to the date of the acquisition. Pro forma
consolidated statement of income data for fiscal 2006 has not been presented
due to the insignificant impact of this acquisition.
4.
Inventories
A summary of inventories
is as follows:
|
|
July 31,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Raw materials and parts
|
|
$
|
12,615,000
|
|
$
|
11,773,000
|
|
Work-in-process
|
|
3,544,000
|
|
3,691,000
|
|
Finished goods
|
|
15,643,000
|
|
11,856,000
|
|
Total
|
|
$
|
31,802,000
|
|
$
|
27,320,000
|
|
5.
Financial Instruments
We account for derivative
instruments and hedging activities in accordance with SFAS 133, which requires
the Company to recognize all derivatives on the balance sheet at fair value.
Derivatives that are not designated as hedges must be adjusted to fair value
through earnings. If the derivative is designated as a hedge, depending on the
nature of the hedge, changes in the fair value of the derivative will either be
offset against the change in the fair value of the hedged assets, liabilities
or firm commitments through earnings or recognized in other comprehensive
income until the hedged item is recognized in earnings. The ineffective portion
of the change in fair value of a derivative that is designated as a hedge will
be immediately recognized in earnings.
Changes in the value of
the euro against the United States dollar and British pound affect our results
of operations because a portion of the net assets of our Netherlands subsidiary
(which are reported in our Dialysis, Endoscope Reprocessing and Water
Purification and Filtration segments) are denominated and ultimately settled in
United States dollars or British pounds but must be converted into its
functional euro currency. In order to hedge against the impact of fluctuations
in the value of the euro relative to the United States dollar and British
pound, we enter into short-term contracts to purchase euros forward, which
contracts are generally one month in duration. These short-term contracts are
designated as fair value hedge instruments. There were two foreign currency
forward contracts amounting to 689,000 and 517,000 at July 31, 2008
which covered certain assets and liabilities of Minntechs Netherlands
subsidiary which are denominated in United States dollars and British pounds,
respectively. Such contracts expired on August 31, 2008. Under our credit
facilities, such contracts to purchase euros may not exceed $12,000,000 in an
aggregate notional amount at any time. In fiscal 2008, such forward contracts
were partially effective in offsetting a portion of the impact on operations of
the strengthening of the euro. Despite the use of these forward contracts, the
functional currency conversion loss recognized in net income in fiscal 2008 was
approximately $230,000, net of tax, due to the strengthening of the euro
relative to the United States dollar and British pound. Gains and losses
related to the hedging contracts to buy euros forward are immediately realized
within general and administrative expenses due to the short-term nature of such
contracts. We do not hold any derivative financial instruments for speculative
or trading purposes.
The interest rate on
outstanding borrowings under our credit facilities is variable and is affected
by the general level of interest rates in the United States as well as LIBOR
interest rates, as more fully described in Note 8 to the Consolidated Financial
Statements. In order to protect our interest rate exposure in future years, we
entered into an interest rate cap agreement on July 21, 2008 for the
two-year period beginning June 30, 2009 and ending June 30, 2011
initially covering $20,000,000 of borrowings under the term loan facility (and
thereafter reducing in quarterly $2,500,000 increments consistent with the
mandatory repayment schedule of our term loan facility), which caps three-month
LIBOR on this portion of outstanding borrowings at 4.25%. This interest rate
cap agreement has been designated as a cash flow hedge instrument. The cost of
the interest rate cap, which is included in other assets, is approximately
$149,000 and will be amortized to interest expense over the two-year life of the
agreement. The difference between its amortized cost and its fair value will be
recorded as an unrealized gain or loss and included in accumulated other
comprehensive income.
As of July 31, 2008
and 2007, the carrying amounts for cash and cash equivalents, accounts
receivable and accounts payable approximate fair value due to the short
maturity of these instruments. We believe that as of July 31, 2008, the
fair value of our outstanding borrowings under our credit facilities
approximates the carrying value of those obligations based on the
18
Table
of Contents
borrowing rates which are
comparable to market interest rates.
6.
Intangibles and Goodwill
Our intangible assets
with definite lives consist primarily of customer relationships, technology,
brand names, non-compete agreements and patents. These intangible assets are
being amortized on the straight-line method over the estimated useful lives of
the assets ranging from 1-20 years and have a weighted average amortization
period of 10 years. Amortization expense related to intangible assets was
$5,674,000, $4,892,000 and $5,405,000 for fiscal 2008, 2007 and 2006,
respectively. Our intangible assets that have indefinite useful lives and
therefore are not amortized consist of trademarks and trade names. The increase
in gross intangible assets at July 31, 2008, compared with July 31,
2007, is primarily due to the acquisitions of DSI, Verimetrix and Strong Dental
as further described in Note 3 to the Consolidated Financial Statements.
The Companys intangible
assets consist of the following:
|
|
July 31, 2008
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Gross
|
|
Amortization
|
|
Net
|
|
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
28,669,000
|
|
$
|
(10,341,000
|
)
|
$
|
18,328,000
|
|
Technology
|
|
9,622,000
|
|
(4,602,000
|
)
|
5,020,000
|
|
Brand names
|
|
9,546,000
|
|
(2,768,000
|
)
|
6,778,000
|
|
Non-compete agreements
|
|
2,032,000
|
|
(1,080,000
|
)
|
952,000
|
|
Patents and other registrations
|
|
1,134,000
|
|
(148,000
|
)
|
986,000
|
|
|
|
51,003,000
|
|
(18,939,000
|
)
|
32,064,000
|
|
Trademarks and tradenames
|
|
9,190,000
|
|
|
|
9,190,000
|
|
Total intangible assets
|
|
$
|
60,193,000
|
|
$
|
(18,939,000
|
)
|
$
|
41,254,000
|
|
|
|
July 31, 2007
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Gross
|
|
Amortization
|
|
Net
|
|
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
28,273,000
|
|
$
|
(7,677,000
|
)
|
$
|
20,596,000
|
|
Technology
|
|
9,263,000
|
|
(3,914,000
|
)
|
5,349,000
|
|
Brand names
|
|
9,197,000
|
|
(1,755,000
|
)
|
7,442,000
|
|
Non-compete agreements
|
|
1,969,000
|
|
(769,000
|
)
|
1,200,000
|
|
Patents and other registrations
|
|
986,000
|
|
(71,000
|
)
|
915,000
|
|
|
|
49,688,000
|
|
(14,186,000
|
)
|
35,502,000
|
|
Trademarks and tradenames
|
|
9,113,000
|
|
|
|
9,113,000
|
|
Total intangible assets
|
|
$
|
58,801,000
|
|
$
|
(14,186,000
|
)
|
$
|
44,615,000
|
|
Estimated annual
amortization expense of our intangible assets for the next five years is as
follows:
Year Ending July 31,
|
|
2009
|
|
$
|
5,227,000
|
|
2010
|
|
4,958,000
|
|
2011
|
|
4,647,000
|
|
2012
|
|
4,183,000
|
|
2013
|
|
4,109,000
|
|
|
|
|
|
|
19
Table of
Contents
Goodwill changed during
fiscals 2008 and 2007 as follows:
|
|
|
|
|
|
|
|
Water
|
|
|
|
|
|
|
|
|
|
Healthcare
|
|
Endoscope
|
|
Purification
|
|
|
|
Total
|
|
|
|
Dialysis
|
|
Disposables
|
|
Reprocessing
|
|
and Filtration
|
|
All Other
|
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, July 31, 2006
|
|
$
|
8,262,000
|
|
$
|
38,210,000
|
|
$
|
6,352,000
|
|
$
|
12,349,000
|
|
$
|
7,398,000
|
|
$
|
72,571,000
|
|
Acquisitions
|
|
|
|
1,134,000
|
|
|
|
24,126,000
|
|
|
|
25,260,000
|
|
Earnout on acquisition
|
|
|
|
3,667,000
|
|
|
|
|
|
|
|
3,667,000
|
|
Adjustments primarily relating to income tax exposure of acquisitions
|
|
(107,000
|
)
|
|
|
|
|
(152,000
|
)
|
(14,000
|
)
|
(273,000
|
)
|
Foreign currency translation
|
|
|
|
|
|
148,000
|
|
318,000
|
|
382,000
|
|
848,000
|
|
Balance, July 31, 2007
|
|
8,155,000
|
|
43,011,000
|
|
6,500,000
|
|
36,641,000
|
|
7,766,000
|
|
102,073,000
|
|
Acquisitions
|
|
|
|
3,167,000
|
|
3,148,000
|
|
857,000
|
|
|
|
7,172,000
|
|
Earnout on acquisitions
|
|
|
|
4,295,000
|
|
|
|
|
|
|
|
4,295,000
|
|
Adjustments primarily relating to income tax exposure of acquisitions
|
|
(22,000
|
)
|
|
|
|
|
(61,000
|
)
|
(3,000
|
)
|
(86,000
|
)
|
Foreign currency translation
|
|
|
|
|
|
|
|
225,000
|
|
279,000
|
|
504,000
|
|
Balance, July 31, 2008
|
|
$
|
8,133,000
|
|
$
|
50,473,000
|
|
$
|
9,648,000
|
|
$
|
37,662,000
|
|
$
|
8,042,000
|
|
$
|
113,958,000
|
|
On July 31, 2008 and
2007, we performed impairment studies of the Companys goodwill and trademark
and tradenames and concluded that such assets were not impaired.
7.
Warranties
A summary of activity in
the warranty reserves follows:
|
|
Year Ended July 31,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
1,033,000
|
|
$
|
619,000
|
|
Acquisitions
|
|
28,000
|
|
200,000
|
|
Provisions
|
|
1,319,000
|
|
1,091,000
|
|
Charges
|
|
(1,505,000
|
)
|
(884,000
|
)
|
Foreign currency translation
|
|
41,000
|
|
7,000
|
|
Ending Balance
|
|
$
|
916,000
|
|
$
|
1,033,000
|
|
The warranty provisions
and charges during fiscals 2008 and 2007 relate principally to the Companys
endoscope reprocessing and water purification products. Warranty reserves are
included in accrued expenses in the Consolidated Balance Sheets.
8.
Financing Arrangements
In conjunction with the
acquisition of Crosstex, we entered into amended and restated credit facilities
dated as of August 1, 2005 (the 2005 U.S. Credit Facilities) with a
consortium of lenders to fund the cash consideration paid in the acquisition
and costs associated with the acquisition, as well as to modify our existing
United States credit facilities. The 2005 U.S. Credit Facilities, as amended,
include (i) a six-year $40.0 million senior secured amortizing term loan
facility and (ii) a five-year $50.0 million senior secured revolving
credit facility. Amounts we repay under the term loan facility may not be
re-borrowed. Debt issuance costs relating to the 2005 U.S. Credit Facilities
have been recorded in other assets and are being amortized over the life of the
credit facilities. Such unamortized debt issuance costs amounted to
approximately $960,000 at July 31, 2008.
At July 31, 2008,
borrowings under the 2005 U.S. Credit Facilities bear interest at rates ranging
from 0% to 0.50% above the lenders base rate, or at rates ranging from 0.625%
to 1.75% above the London Interbank Offered Rate (LIBOR), depending upon our
consolidated ratio of debt to earnings before interest, taxes, depreciation and
amortization, and as further adjusted under the terms of the 2005 U.S. Credit
Facilities (EBITDA). At July 31, 2008, the lenders base rate was
5.00% and the LIBOR rates on our outstanding borrowings ranged from 2.65% to
5.25%. The margins applicable to our outstanding borrowings at July 31,
2008 were 0.00% above the lenders base rate and 1.00%
20
Table of
Contents
above LIBOR. All of our
outstanding borrowings were under LIBOR contracts at July 31, 2008. The
majority of such contracts were twelve month LIBOR contracts; therefore, we are
substantially protected throughout most of fiscal 2009 from any exposure
associated with increasing LIBOR rates. In order to protect our interest rate
exposure in future years, we entered into an interest rate cap agreement in July 2008
for the two year period beginning June 30, 2009 and ending June 30,
2011 initially covering $20,000,000 of borrowings under the term loan facility
(and thereafter reducing in quarterly $2,500,000 increments consistent with the
mandatory repayment schedule of our term loan facility), which caps three-month
LIBOR on this portion of outstanding borrowings at 4.25%. The 2005 U.S. Credit
Facilities also provide for fees on the unused portion of our facilities at
rates ranging from 0.15% to 0.30%, depending upon our consolidated ratio of
debt to EBITDA; such rate was 0.25% at July 31, 2008.
The 2005 U.S. Credit
Facilities require us to meet certain financial covenants and are secured by (i) substantially
all of our U.S.-based assets (including assets of Cantel, Minntech, Mar Cor, Crosstex
and Strong Dental) and (ii) our pledge of all of the outstanding shares of
Minntech, Mar Cor, Crosstex and Strong Dental and 65% of the outstanding shares
of our foreign-based subsidiaries. Additionally, we are not permitted to pay
cash dividends on our Common Stock without the consent of our United States
lenders. As of July 31, 2008, we are in compliance with all financial and
other covenants under the 2005 U.S. Credit Facilities.
On July 31, 2008, we
had $58,300,000 of outstanding borrowings under the 2005 U.S. Credit
Facilities, which consisted of $28,000,000 and $30,300,000 under the term loan
facility and the revolving credit facility, respectively. The maturities of our
credit facilities are described in Note 10 to the Consolidated Financial
Statements.
9.
Income Taxes
The
consolidated effective tax rate from continuing operations was 37.2%, 42.5% and
44.3% for fiscals 2008, 2007, and 2006, respectively, and reflects income tax
expense for our United States and international operations at their respective
statutory rates.
The provision for income
taxes from continuing operations consists of the following:
|
|
Year Ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
Current
|
|
Deferred
|
|
Current
|
|
Deferred
|
|
Current
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
5,336,000
|
|
$
|
(1,418,000
|
)
|
$
|
6,117,000
|
|
$
|
(1,503,000
|
)
|
$
|
5,554,000
|
|
$
|
(1,337,000
|
)
|
State
|
|
1,081,000
|
|
(408,000
|
)
|
1,422,000
|
|
(421,000
|
)
|
1,398,000
|
|
(297,000
|
)
|
Canada
|
|
657,000
|
|
(306,000
|
)
|
937,000
|
|
(274,000
|
)
|
367,000
|
|
(177,000
|
)
|
Netherlands
|
|
26,000
|
|
|
|
(66,000
|
)
|
(96,000
|
)
|
(119,000
|
)
|
(25,000
|
)
|
Japan
|
|
|
|
190,000
|
|
|
|
(118,000
|
)
|
|
|
(66,000
|
)
|
Total
|
|
$
|
7,100,000
|
|
$
|
(1,942,000
|
)
|
$
|
8,410,000
|
|
$
|
(2,412,000
|
)
|
$
|
7,200,000
|
|
$
|
(1,902,000
|
)
|
The geographic components
of income from continuing operations before income taxes are as follows:
|
|
Year Ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
13,330,000
|
|
$
|
14,745,000
|
|
$
|
14,126,000
|
|
Canada
|
|
1,563,000
|
|
1,969,000
|
|
386,000
|
|
Netherlands
|
|
(925,000
|
)
|
(2,169,000
|
)
|
(2,423,000
|
)
|
Japan
|
|
(133,000
|
)
|
(238,000
|
)
|
(138,000
|
)
|
Singapore
|
|
16,000
|
|
(205,000
|
)
|
|
|
Total
|
|
$
|
13,851,000
|
|
$
|
14,102,000
|
|
$
|
11,951,000
|
|
The effective tax rate
from continuing operations differs from the United States statutory tax rate
(34.2% in 2008, 34.3% in 2007 and 35.0% in 2006) due to the following:
21
Table of Contents
|
|
Year Ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
Expected statutory tax
|
|
$
|
4,737,000
|
|
$
|
4,841,000
|
|
$
|
4,183,000
|
|
Differential attributable to foreign operations:
|
|
|
|
|
|
|
|
Canada
|
|
(186,000
|
)
|
(13,000
|
)
|
54,000
|
|
Netherlands
|
|
342,000
|
|
582,000
|
|
704,000
|
|
Japan
|
|
236,000
|
|
(37,000
|
)
|
(18,000
|
)
|
Singapore
|
|
(6,000
|
)
|
70,000
|
|
|
|
State and local taxes
|
|
443,000
|
|
642,000
|
|
694,000
|
|
Extraterritorial income exclusion
|
|
(20,000
|
)
|
(56,000
|
)
|
(117,000
|
)
|
Stock option expense
|
|
(101,000
|
)
|
(27,000
|
)
|
35,000
|
|
Tax reserve provision
|
|
(58,000
|
)
|
(101,000
|
)
|
(84,000
|
)
|
Domestic production deduction
|
|
(219,000
|
)
|
(86,000
|
)
|
(241,000
|
)
|
Change in our U.S. Federal tax rate
|
|
(41,000
|
)
|
136,000
|
|
39,000
|
|
Other
|
|
31,000
|
|
47,000
|
|
49,000
|
|
Total
|
|
$
|
5,158,000
|
|
$
|
5,998,000
|
|
$
|
5,298,000
|
|
Deferred income tax
assets and liabilities from continuing operations are comprised of the
following:
|
|
2008
|
|
2007
|
|
Current deferred tax assets:
|
|
|
|
|
|
Accrued expenses
|
|
$
|
1,050,000
|
|
$
|
1,330,000
|
|
Inventories
|
|
950,000
|
|
755,000
|
|
Accounts receivable
|
|
268,000
|
|
191,000
|
|
Subtotal
|
|
2,268,000
|
|
2,276,000
|
|
Valuation allowance
|
|
(703,000
|
)
|
(745,000
|
)
|
|
|
$
|
1,565,000
|
|
$
|
1,531,000
|
|
Non-current deferred tax assets:
|
|
|
|
|
|
Goodwill
|
|
$
|
|
|
$
|
96,000
|
|
Other long-term liabilities
|
|
716,000
|
|
690,000
|
|
Stock-based compensation
|
|
1,419,000
|
|
693,000
|
|
Foreign tax credit
|
|
1,964,000
|
|
2,024,000
|
|
Foreign NOLs
|
|
2,207,000
|
|
1,940,000
|
|
Other
|
|
|
|
3,000
|
|
Subtotal
|
|
6,306,000
|
|
5,446,000
|
|
Valuation allowance
|
|
(3,494,000
|
)
|
(3,042,000
|
)
|
|
|
2,812,000
|
|
2,404,000
|
|
Non-current deferred tax liabilities:
|
|
|
|
|
|
Property and equipment
|
|
(5,389,000
|
)
|
(5,615,000
|
)
|
Intangible assets
|
|
(12,529,000
|
)
|
(14,245,000
|
)
|
Goodwill
|
|
(758,000
|
)
|
|
|
Cumulative translation adjustment
|
|
(2,119,000
|
)
|
(1,756,000
|
)
|
Tax on unremitted foreign earnings
|
|
(520,000
|
)
|
(520,000
|
)
|
|
|
(21,315,000
|
)
|
(22,136,000
|
)
|
Net non-current deferred tax liabilities
|
|
$
|
(18,503,000
|
)
|
$
|
(19,732,000
|
)
|
Deferred tax assets and
liabilities have been adjusted for changes in statutory tax rates as
appropriate. Such changes only have a significant impact in the United States,
and to a lesser extent in Canada, where substantially all of our deferred tax
items exist. Such deferred tax items existing in the United States reflect a
combined U.S. Federal and state effective rate of approximately 37.7% and 38.3%
for fiscal 2008 and 2007, respectively.
At July 31, 2008, we
have no net operating loss carryforwards (NOLs) remaining for domestic tax
reporting purposes. For foreign tax reporting purposes, our NOLs at July 31,
2008 are approximately $8,251,000. Of this amount NOLs
22
Table
of Contents
from our Japanese
subsidiary total approximately $434,000 and will begin to expire on July 31,
2013. NOLs from our Netherlands subsidiary total approximately $7,787,000, of
which $7,241,000 will begin to expire on July 31, 2014 and $546,000 has an
indefinite life. NOLs from our Singapore subsidiary total approximately $30,000
and have an indefinite life. During fiscal 2008, we decided to place a full
valuation allowance against the NOLs of our Japanese subsidiary. Consequently,
full valuation allowances have been established for all of the foreign NOLs as
we currently believe it is more likely than not that we will not utilize such
NOLs.
During fiscal 2006, we
repatriated dividends of approximately $2,000,000 and $44,872,000 of foreign
earnings from continuing operations and discontinued operations, respectively,
for which we have provided U.S. Federal and state income taxes and foreign
withholding taxes. During fiscals 2008 and 2007, no dividends were repatriated
from our foreign subsidiaries.
In fiscals 2007 and 2006,
Canadian income taxes related to income from discontinued operations had an
effective tax rate of approximately 19.9% and 35.4%, respectively. During
fiscal 2007, the low overall effective tax rate was due to a state refund
related to our discontinued operations. During fiscal 2006, we also recorded a
gain on disposal of discontinued operations of $6,776,000, which is net of
$4,621,000 in taxes. Such income taxes related to the gain on disposal of
discontinued operations including Canadian income and foreign withholding taxes
of $2,617,000 and U.S. income taxes of $2,004,000. Such U.S. income taxes and
foreign withholding taxes related exclusively to the aforementioned dividend
repatriation. See Note 19 to the Consolidated Financial Statements for
additional information related to discontinued operations.
We have a deferred tax
asset of $1,954,000 related to a foreign tax credit that resulted from the
dividend repatriation during fiscal 2006. This foreign tax credit carryover
expires on July 31, 2016. Additionally, we have a deferred tax asset of
$10,000 related to a foreign tax credit in our Specialty Packaging segment
which expires on July 31, 2016. Full valuation allowances have been
established for both of these foreign tax credits as we believe that it is more
likely than not that we will not utilize such foreign tax credits.
We
increased our overall valuation allowances during fiscal 2008 by $410,000, from
$3,787,000 at July 31, 2007 to $4,197,000 at July 31, 2008, due to
the increase in our deferred tax assets related to the foreign NOLs.
A portion of the
undistributed earnings of our foreign subsidiaries, which relate to our
Canadian operations, amounting to approximately $14,307,000 was considered to
be indefinitely reinvested at July 31, 2008. Accordingly, no provision has
been made for United States income taxes that might result from repatriation of
these earnings.
On August 1, 2007, we adopted FIN 48, which clarifies the
accounting for income taxes by prescribing the minimum threshold a tax position
is required to meet before being recognized in the financial statements as well
as guidance on de-recognition, measurement, classification and disclosure of
tax positions. The adoption of FIN 48 did not have a material impact on
our financial position or results of operation and resulted in no cumulative
effect of accounting change being recorded as of August 1, 2007. Also, we did not record an increase or
decrease to our income taxes payable or deferred tax liabilities related to
unrecognized income tax benefits for uncertain tax positions on adoption of FIN
48.
23
Table of
Contents
We record liabilities for
an unrecognized tax benefit when a tax benefit for an uncertain tax position is
taken or expected to be taken on a tax return, but is not recognized in our
Consolidated Financial Statements because it does not meet the
more-likely-than-not recognition threshold that the uncertain tax position
would be sustained upon examination by the applicable taxing authority. The
majority of our unrecognized tax benefits originated from acquisitions.
Accordingly, any adjustments upon resolution of income tax uncertainties that
predate or result from acquisitions are recorded as an increase or decrease to
goodwill. Therefore, if the unrecognized tax benefits are recognized in our
financial statements in future periods, there would not be a significant impact
to our effective tax rate on continuing operations. We do not expect such
unrecognized tax benefits to significantly decrease or increase in the next
twelve months. A reconciliation of the
beginning and ending amounts of gross unrecognized tax benefits is as follows:
|
|
Unrecognized
|
|
|
|
Tax Benefits
|
|
|
|
|
|
Unrecognized tax benefits on August 1, 2007
|
|
$
|
484,000
|
|
Lapse of statute of limitations
|
|
(57,000
|
)
|
Unrecognized tax benefits on July 31, 2008
|
|
$
|
427,000
|
|
Generally, the Company is no longer subject to
federal, state or foreign income tax examinations for fiscal years ended prior
to July 31, 2002.
Our policy is to record potential interest and
penalties related to income tax positions in interest expense and general and
administrative expense, respectively, in our Consolidated Financial Statements.
However, such amounts have been relatively insignificant due to the amount of
our unrecognized tax benefits relating to uncertain tax positions.
10.
Commitments and
Contingencies
Long-term
contractual obligations
As of July 31, 2008,
aggregate annual required payments over the next five years and thereafter
under our contractual obligations that have long-term components are as
follows:
|
|
Year Ended July 31,
|
|
|
|
(Amounts in thousands)
|
|
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
Thereafter
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities of the credit facilities
|
|
$
|
8,000
|
|
$
|
10,000
|
|
$
|
40,300
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
58,300
|
|
Expected interest payments under the credit facilities (1)
|
|
2,426
|
|
2,062
|
|
225
|
|
|
|
|
|
|
|
4,713
|
|
Minimum commitments under noncancelable operating leases
|
|
3,279
|
|
2,688
|
|
1,694
|
|
957
|
|
572
|
|
1,172
|
|
10,362
|
|
Minimum commitments under noncancelable capital leases
|
|
32
|
|
32
|
|
13
|
|
|
|
|
|
|
|
77
|
|
Minimum commitments under license agreement
|
|
76
|
|
113
|
|
169
|
|
195
|
|
195
|
|
2,618
|
|
3,366
|
|
Deferred compensation and other
|
|
255
|
|
498
|
|
424
|
|
281
|
|
32
|
|
199
|
|
1,689
|
|
Employment agreements
|
|
3,895
|
|
3,289
|
|
149
|
|
139
|
|
|
|
|
|
7,472
|
|
Total contractual obligations
|
|
$
|
17,963
|
|
$
|
18,682
|
|
$
|
42,974
|
|
$
|
1,572
|
|
$
|
799
|
|
$
|
3,989
|
|
$
|
85,979
|
|
(1)
The expected interest payments under the term and
revolving credit facilities reflect interest rates of 4.08% and 4.73%,
respectively, which were our interest rates on outstanding borrowings at July 31,
2008.
Operating
leases
Minimum commitments under
operating leases include minimum rental commitments for our leased
manufacturing facilities, warehouses, office space and equipment.
Seven of the more
significant leases that contain escalation clauses are two building leases for
our Water Purification
24
Table
of Contents
and Filtration business,
three building leases for our Healthcare Disposables business and two building
leases for our Specialty Packaging business. The two Water Purification and
Filtration building leases are for the United States headquarters in suburban
Philadelphia, Pennsylvania and the Canadian headquarters in suburban Toronto,
Ontario. The lease for the Philadelphia building provides for monthly base rent
of approximately $15,500 during fiscal 2009 and escalates annually to
approximately $18,200 in fiscal 2017 when it expires. The Toronto building
lease provides for monthly base rent of approximately $11,000 during fiscal
2009 through fiscal 2010 and escalates to approximately $12,200 in fiscal 2011.
The Toronto building lease expires in fiscal 2015. Both the Philadelphia and
Toronto building leases are guaranteed by Cantel. The Healthcare Disposables
segment has three significant building leases with escalation clauses that are
used for manufacturing and warehousing. One building lease in Sharon,
Pennsylvania provides for monthly base rent of approximately $8,100 during
fiscal 2009 and escalates annually to approximately $9,700 in fiscal 2015 when
it expires. This facility is owned by an entity controlled by three of the
former owners of Crosstex, two of whom also currently serve as officers of
Crosstex. The second building lease in Lawrenceville, Georgia provides for
monthly base rent of approximately $11,000 during fiscal 2009 and escalates
annually to approximately $11,800 in fiscal 2011 until it expires. The third
building lease in Santa Fe Springs, California provides for monthly base rent
of approximately $19,200 during fiscal 2009 and escalates annually to
approximately $19,900 in fiscal 2010 until it expires. Additionally, our
Specialty Packaging segment has two significant building leases with escalation
clauses that are used for manufacturing and warehousing. One building lease in
Edmonton, Alberta provides for monthly base rent of approximately $7,500 during
fiscal 2009 and escalates annually to approximately $7,800 in fiscal 2011 when
it expires. The second building lease in Glen Burnie, Maryland provides for
monthly base rent of $6,100 during fiscal 2009 and escalates annually to
approximately $6,600 in fiscal 2013 when it expires.
Rent expense related to
operating leases for fiscal 2008 was recorded on a straight-line basis and
aggregated $3,466,000 compared with $3,531,000 and $2,881,000 for fiscal 2007
and 2006, respectively, which excludes rent expense in fiscal 2006 related to
our discontinued operations.
License
agreement
On January 1, 2007,
we entered into a license agreement with a third-party which allows us to
manufacture, use, import, sell and distribute certain thermal control products
relating to our Specialty Packaging segment. In consideration, we agreed to pay
a minimum annual royalty payable in Canadian dollars each calendar year over
the license agreement term of 20 years. At July 31, 2008, we had minimum
future royalty obligations of approximately $3,366,000 relating to this license
agreement.
Deferred
Compensation
Included in other
long-term liabilities are deferred compensation arrangements for certain former
Minntech directors and officers.
Employment
Agreements
We have previously
entered into various employment agreements with several executives of the
Company, including the former President and Chief Executive Officer. Effective April 22,
2008, our former President and Chief Executive Officer resigned and our Chief
Operating Officer and Executive Vice President was promoted to President. As a
result of this resignation, estimated separation benefits and other related
costs of approximately $720,000 were recorded in general and administrative
expenses in the Consolidated Statements of Income during fiscal 2008.
Approximately $600,000 of such amount is not payable until after November 22,
2008, and accordingly, has been reflected in the table above as a required
payment during fiscal 2009.
25
Table of Contents
11.
Stock-Based Compensation
The
following table shows the income statement components of stock-based
compensation expense recognized in the Consolidated Statements of Income:
|
|
Year Ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
$
|
43,000
|
|
$
|
43,000
|
|
$
|
50,000
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Selling
|
|
123,000
|
|
159,000
|
|
141,000
|
|
General and administrative
|
|
1,778,000
|
|
1,258,000
|
|
845,000
|
|
Research and development
|
|
17,000
|
|
22,000
|
|
20,000
|
|
Total operating expenses
|
|
1,918,000
|
|
1,439,000
|
|
1,006,000
|
|
Discontinued operations
|
|
|
|
|
|
122,000
|
|
Stock-based compensation before income
taxes
|
|
1,961,000
|
|
1,482,000
|
|
1,178,000
|
|
Income tax benefits
|
|
(758,000
|
)
|
(490,000
|
)
|
(248,000
|
)
|
Total stock-based compensation expense, net
of tax
|
|
$
|
1,203,000
|
|
$
|
992,000
|
|
$
|
930,000
|
|
The
above stock-based compensation expense before income taxes was recorded in the
Consolidated Financial Statements as stock-based compensation expense (which
decreased both basic and diluted earnings per share from net income by $0.07,
$0.06 and $0.05 in fiscals 2008, 2007 and 2006, respectively) and an increase
to additional capital. The related income tax benefits (which pertain only to
stock awards and options that do not qualify as incentive stock options) were
recorded as an increase to long-term deferred income tax assets (which are
netted with long-term deferred income tax liabilities) or a reduction to income
taxes payable, depending on the timing of the deduction, and a reduction to
income tax expense.
Most
of our stock option and stock awards (which consist only of restricted shares)
are subject to graded vesting in which portions of the award vest at different
times during the vesting period, as opposed to awards that vest at the end of
the vesting period. We recognize compensation expense for awards subject to
graded vesting using the straight-line basis, reduced by estimated forfeitures.
At July 31, 2008, total unrecognized stock-based compensation expense, net
of tax, related to total nonvested stock options and stock awards was
$2,262,000 with a remaining weighted average period of 27 months over which
such expense is expected to be recognized.
We
determine the fair value of each stock award using the closing market price of
our Common Stock on the date of grant. Stock awards were not granted prior to February 1,
2007. Such stock awards are deductible for tax purposes and were tax-effected
using the Companys estimated U.S. effective tax rate at the time of grant.
A
summary of nonvested stock award activity follows:
|
|
|
|
Weighted
|
|
|
|
Number of
|
|
Average
|
|
|
|
Shares
|
|
Fair Value
|
|
|
|
|
|
|
|
Nonvested stock awards at July 31,
2006
|
|
|
|
|
|
Granted
|
|
175,000
|
|
$
|
16.57
|
|
Nonvested stock awards at July 31,
2007
|
|
175,000
|
|
16.57
|
|
Granted
|
|
130,500
|
|
10.50
|
|
Canceled
|
|
(31,421
|
)
|
16.25
|
|
Vested
|
|
(66,914
|
)
|
16.53
|
|
Nonvested stock awards at July 31,
2008
|
|
207,165
|
|
$
|
12.81
|
|
26
Table of Contents
The
fair value of each option grant is estimated on the date of grant using the
Black-Scholes option valuation model with the following assumptions for options
granted during fiscals 2008, 2007 and 2006:
Weighted-Average
|
|
|
|
|
|
|
|
Black-Scholes Option
|
|
Year Ended July 31,
|
|
Valuation Assumptions
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
Dividend yield
|
|
0.0%
|
|
0.0%
|
|
0.0%
|
|
Expected volatility (1)
|
|
0.340
|
|
0.368
|
|
0.515
|
|
Risk-free interest rate (2)
|
|
2.91%
|
|
4.63%
|
|
4.65%
|
|
Expected lives (in years) (3)
|
|
3.87
|
|
4.04
|
|
4.80
|
|
(1) Volatility
was based on historical closing prices of our Common Stock.
(2) The
U.S. Treasury rate based on the expected life at the date of grant.
(3) Based
on historical exercise behavior.
Additionally,
all options were considered to be non-deductible for tax purposes in the
valuation model, except for options granted under the 2006 Incentive Equity
Plan during fiscals 2008 and 2007, the 1998 Directors Plan and certain options
under the 1997 Employee Plan. Such non-qualified options were tax-effected
using the Companys estimated U.S. effective tax rate at the time of grant. In
fiscals 2008, 2007 and 2006, the weighted average fair value of all options
granted was $3.35, $5.47 and $8.15, respectively. The aggregate intrinsic value
(i.e. the excess market price over the exercise price) of all options exercised
was approximately $2,361,000, $7,032,000 and $2,714,000 in fiscals 2008, 2007 and
2006, respectively. The aggregate fair value of all options vested was
approximately $1,475,000, $648,000 and $1,797,000 in fiscals 2008, 2007 and
2006, respectively.
A
summary of stock option activity follows:
|
|
|
|
Weighted
|
|
|
|
Number of
|
|
Average
|
|
|
|
Shares
|
|
Exercise Price
|
|
|
|
|
|
|
|
Outstanding at July 31, 2005
|
|
2,708,493
|
|
$
|
11.35
|
|
Granted
|
|
69,375
|
|
16.93
|
|
Canceled
|
|
(88,442
|
)
|
8.96
|
|
Exercised
|
|
(315,727
|
)
|
8.48
|
|
|
|
|
|
|
|
Outstanding at July 31, 2006
|
|
2,373,699
|
|
11.98
|
|
Granted
|
|
544,000
|
|
15.34
|
|
Canceled
|
|
(264,143
|
)
|
17.89
|
|
Exercised
|
|
(804,710
|
)
|
6.40
|
|
|
|
|
|
|
|
Outstanding at July 31, 2007
|
|
1,848,846
|
|
14.55
|
|
Granted
|
|
383,250
|
|
10.95
|
|
Canceled
|
|
(186,376
|
)
|
16.54
|
|
Exercised
|
|
(291,303
|
)
|
6.23
|
|
|
|
|
|
|
|
Outstanding at July 31, 2008
|
|
1,754,417
|
|
$
|
14.94
|
|
|
|
|
|
|
|
Exercisable at July 31, 2006
|
|
2,125,735
|
|
$
|
12.07
|
|
|
|
|
|
|
|
Exercisable at July 31, 2007
|
|
1,252,427
|
|
$
|
14.46
|
|
|
|
|
|
|
|
Exercisable at July 31, 2008
|
|
1,137,624
|
|
$
|
16.28
|
|
Upon
exercise of stock options or grant of stock awards, we typically issue new
shares of our Common Stock (as opposed to using treasury shares).
If
certain criteria are met when options are exercised or the underlying shares
are sold, the Company is allowed a deduction on its income tax return.
Accordingly, we account for the income tax effect on such income tax deductions
as additional capital (assuming deferred tax assets do not exist pertaining to
the exercised stock options) and as a reduction of income taxes payable. In
fiscals 2008 and 2007, options exercised resulted in income tax deductions that
reduced income taxes
27
Table of Contents
payable
by $1,071,000 and $1,137,000, respectively.
We
classify the cash flows resulting from excess tax benefits as financing cash
flows on our Consolidated Statements of Cash Flows. Excess tax benefits arise when the ultimate
tax effect of the deduction for tax purposes is greater than the tax benefit on
stock compensation expense (including tax benefits on stock compensation
expense that has only been reflected in past pro forma disclosures relating to
fiscal years prior to August 1, 2005), which was determined based upon the
awards fair value.
The
following table summarizes additional information related to stock options
outstanding at July 31, 2008:
|
|
Options Outstanding
|
|
Options Exercisable
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
Remaining
|
|
Weighted
|
|
|
|
Remaining
|
|
Weighted
|
|
|
|
Number
|
|
Contractual
|
|
Average
|
|
Number
|
|
Contractual
|
|
Average
|
|
Range of Exercise
|
|
Outstanding
|
|
Life
|
|
Exercise
|
|
Exercisable
|
|
Life
|
|
Exercise
|
|
Prices
|
|
at July 31, 2008
|
|
(Months)
|
|
Price
|
|
At July 31, 2008
|
|
(Months)
|
|
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$2.27 - $3.88
|
|
138,375
|
|
5
|
|
$
|
3.28
|
|
138,375
|
|
5
|
|
$
|
3.28
|
|
$7.62 - $15.86
|
|
825,191
|
|
42
|
|
$
|
12.00
|
|
268,231
|
|
23
|
|
$
|
12.15
|
|
$16.24 - $29.49
|
|
790,851
|
|
21
|
|
$
|
20.05
|
|
731,018
|
|
19
|
|
$
|
20.26
|
|
$2.27 - $29.49
|
|
1,754,417
|
|
30
|
|
$
|
14.94
|
|
1,137,624
|
|
18
|
|
$
|
16.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Intrinsic Value
|
|
$
|
860,827
|
|
|
|
|
|
$
|
860,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A summary of our stock award plans follows:
2006 Incentive Equity Plan
On
January 10, 2007, the Company terminated our existing stock option plans
and adopted the Cantel Medical Corp. 2006 Incentive Equity Plan (the 2006 Plan).
The 2006 Plan provides for the granting of stock options (including incentive
stock options), restricted stock awards, stock appreciation rights and
performance-based awards (collectively equity awards) to our employees and
non-employee Directors. The 2006 Plan does not permit the granting of
discounted options or discounted stock appreciation rights. The maximum number
of shares as to which stock options and stock awards may be granted under the
2006 Plan is 1,000,000 shares, of which 500,000 shares are authorized for
issuance pursuant to stock options and stock appreciation rights and 500,000
shares are authorized for issuance pursuant to restricted stock and other stock
awards. Options outstanding under this
plan:
·
|
were
granted at the closing market price at the time of the grant,
|
·
|
were
granted as stock options that do not qualify as incentive stock options,
|
·
|
are
usually exercisable in three or four equal annual installments contingent
upon being employed by the Company during that period,
|
·
|
were
granted quarterly on the last day of each of our fiscal quarters to each
non-employee director who attended that quarters regularly scheduled Board
of Directors meeting to purchase 750 shares (100% are exercisable on the
first anniversary of the grant of such options),
|
·
|
were
granted annually on the last day of our fiscal year to each member of our
Board of Directors to purchase 1,500 shares (assuming the individual was
still a member of the Board of Directors, 50% are exercisable on the first
anniversary of the grant of such options and 50% are exercisable on the
second anniversary of the grant of such options),
|
·
|
were
granted automatically to each newly appointed or elected director to purchase
15,000 shares, and
|
·
|
expire
five years from the date of the grant.
|
Restricted
stock shares outstanding under this plan are restricted solely due to an
employment length-of-service restriction which lapses in three equal periods
based upon being employed by the Company during that period. At July 31,
2008, options to purchase 462,250 shares of Common Stock were outstanding, and
207,165 nonvested restricted stock shares were issued, under the 2006
Plan. At July 31, 2008, 37,000
shares are available for issuance pursuant to stock options and stock
appreciation rights and 225,921shares are available for issuance pursuant to
restricted stock and other stock awards. The 2006 Plan expires on November 13,
2016.
28
Table of Contents
1997 Employee Plan
A
total of 3,750,000 shares of Common Stock was originally reserved for issuance
or available for grant under our 1997 Employee Stock Option Plan, as amended,
which was terminated on January 10, 2007 in conjunction with the adoption
of the 2006 Plan. Options outstanding under this plan:
·
|
were
granted at the closing market price at the time of the grant,
|
·
|
were
granted either as incentive stock options or stock options that do not
qualify as incentive stock options,
|
·
|
are
usually exercisable in three or four equal annual installments contingent
upon being employed by the Company during that period, and
|
·
|
typically
expire five years from the date of the grant.
|
At
July 31, 2008, options to purchase 1,006,792 shares of Common Stock were
outstanding under the 1997 Employee Plan. No additional options will be granted
under this plan.
1991 Directors Plan
A
total of 450,000 shares of Common Stock was originally reserved for issuance or
available for grant under our 1991 Directors Stock Option Plan, which expired
in fiscal 2001. All options outstanding at July 31, 2008 under this plan
do not qualify as incentive stock options, have a term of ten years and are
fully exercisable. At July 31, 2008, options to purchase 14,625 shares of
Common Stock were outstanding under the 1991 Directors Plan. No additional
options will be granted under this plan.
1998 Directors Plan
A
total of 450,000 shares of Common Stock was originally reserved for issuance or
available for grant under our 1998 Directors Stock Option Plan, as amended,
which was terminated on January 10, 2007 in conjunction with the adoption
of the 2006 Plan. Options outstanding under this plan:
·
|
were
granted to directors at the closing market price at the time of grant,
|
·
|
were
granted automatically to each newly appointed or elected director to purchase
15,000 shares,
|
·
|
were
granted annually on the last day of our fiscal year to each member of our
Board of Directors to purchase 1,500 shares (assuming the individual was
still a member of the Board of Directors, 50% are exercisable on the first
anniversary of the grant of such options and 50% are exercisable on the
second anniversary of the grant of such options),
|
·
|
were
granted quarterly on the last day of each of our fiscal quarters to each
non-employee director who attended that quarters regularly scheduled Board
of Directors meeting to purchase 750 shares (100% are exercisable
immediately),
|
·
|
have
a term of ten years if granted prior to July 31, 2000 or five years if
granted on or after July 31, 2000, and
|
·
|
do
not qualify as incentive stock options.
|
At
July 31, 2008, options to purchase 156,000 shares of Common Stock were
outstanding under the 1998 Directors Plan. No additional options will be
granted under this plan.
Non-plan options
We
also have 114,750 non-plan options outstanding at July 31, 2008 which have
been granted at the closing market price at the time of grant and expire up to
a maximum of ten years from the date of grant. These non-plan options do not
qualify as incentive stock options.
12.
Accumulated Other Comprehensive Income
Our
accumulated other comprehensive income consists solely of the accumulated translation
adjustment, net of tax. For purposes of translating the balance sheet at July 31,
2008 compared with July 31, 2007, the value of the Canadian dollar
increased by approximately 11.8% and the value of the euro increased by
approximately 13.3% compared with the value of the United States dollar. The
total of these currency movements increased the accumulated translation
adjustment, net of tax, by $1,797,000 during fiscal 2008 to $10,291,000 at July 31,
2008, from $8,494,000 at July 31, 2007.
29
Table of Contents
13.
Earnings Per Common Share
Basic earnings per common share are computed based upon the weighted
average number of common shares outstanding during the year.
Diluted
earnings per common share are computed based upon the weighted average number
of common shares outstanding during the year plus the dilutive effect of Common
Stock equivalents using the treasury stock method and the average market price
of our Common Stock for the year.
The
following table sets forth the computation of basic and diluted earnings per
common share:
|
|
Year Ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
Numerator for basic and diluted earnings
per share:
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$8,693,000
|
|
$8,104,000
|
|
$6,653,000
|
|
Income from discontinued operations
|
|
|
|
342,000
|
|
10,268,000
|
|
Gain from discontinued operations
|
|
|
|
|
|
6,776,000
|
|
Net income
|
|
$8,693,000
|
|
$8,446,000
|
|
$23,697,000
|
|
|
|
|
|
|
|
|
|
Denominator for basic and diluted earnings
per share:
|
|
|
|
|
|
|
|
Denominator for basic earnings per share - weighted
average number of shares outstanding
|
|
16,116,360
|
|
15,631,143
|
|
15,470,990
|
|
|
|
|
|
|
|
|
|
Dilutive effect of equity awards using the treasury
stock method and the average market price for the year
|
|
255,066
|
|
522,054
|
|
804,698
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings per share
- weighted average number of shares and Common Stock equivalents
|
|
16,371,426
|
|
16,153,197
|
|
16,275,688
|
|
|
|
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
Continuing operations
|
|
$0.54
|
|
$0.52
|
|
$0.43
|
|
Discontinued operations
|
|
|
|
0.02
|
|
0.66
|
|
Gain from discontinued operations
|
|
|
|
|
|
0.44
|
|
Net income
|
|
$0.54
|
|
$0.54
|
|
$1.53
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
Continuing operations
|
|
$0.53
|
|
$0.50
|
|
$0.41
|
|
Discontinued operations
|
|
|
|
0.02
|
|
0.63
|
|
Gain from discontinued operations
|
|
|
|
|
|
0.42
|
|
Net income
|
|
$0.53
|
|
$0.52
|
|
$1.46
|
|
30
Table of Contents
14.
Repurchase of Shares
In
May 2008, our Board of Directors approved the repurchase of up to 500,000
shares of our outstanding Common Stock under a repurchase program commencing on
June 9, 2008. Under the repurchase program we repurchase shares from
time-to-time at prevailing prices and as permitted by applicable securities
laws (including SEC Rule 10b-18) and New York Stock Exchange requirements,
and subject to market conditions. The repurchase program has a one-year term
ending on June 8, 2009.
The
first repurchase under our repurchase program occurred on July 11, 2008.
Through July 31, 2008, we completed the repurchase of 90,700 shares under
the program at a total average price per share of $9.42. Through September 19,
2008, we repurchased an additional 6,500 shares. Therefore, at September 19,
2008, we had repurchased 97,200 shares under the repurchase program at a total
average price per share of $9.42 and the maximum number of remaining shares
that may be repurchased under the program are 402,800 shares.
In
April 2006, our Board of Directors approved the repurchase of up to
500,000 shares of our outstanding Common Stock under a repurchase program that
expired on April 12, 2007. We repurchased 464,800 shares under that
repurchase program at a total average price per share of $14.02. Of the 464,800
shares, 161,800 and 303,000 shares were repurchased during fiscals 2007 and
2006, respectively.
15.
Retirement Plans
We
have 401(k) Savings and Retirement Plans for the benefit of eligible
United States employees. Additionally, Crosstex maintains a profit sharing plan
for the benefit of eligible employees. Contributions by the Company are both
discretionary and non-discretionary and are limited in any year to the amount
allowable by the Internal Revenue Service.
Aggregate
employer contributions under these plans were $1,337,000, $1,200,000 and
$898,000 for fiscal 2008, 2007 and 2006, respectively.
16.
Supplemental Cash Flow Information
Interest
paid was $4,332,000, $3,306,000 and $3,299,000 for fiscal 2008, 2007 and 2006,
respectively.
Income
tax payments were $5,774,000, $10,137,000 and $7,470,000 for fiscal 2008, 2007
and 2006, respectively. Income tax payments in fiscal 2007 and 2006 include tax
payments relating to the sale of substantially all of Carsens assets in fiscal
2006, as further described in Note 19 of the Consolidated Financial Statements.
As
part of the purchase price for the Crosstex acquisition, as more fully
described in Note 3 to the Consolidated Financial Statements, 384,821 shares of
Cantel common stock (valued at $6,737,000) were issued to the former Crosstex
shareholders during fiscal 2006.
17.
Information as to Operating
Segments and Foreign and Domestic Operations
We
are a leading provider of infection prevention and control products in the
healthcare market. Our products include specialized medical device reprocessing
systems for renal dialysis and endoscopy, dialysate concentrates and other
dialysis supplies, water purification equipment, sterilants, disinfectants and
cleaners, hollow fiber membrane filtration and separation products for medical
and non-medical applications, and specialty packaging for infectious and
biological specimens. We also provide technical maintenance for our products
and offer compliance training services for the transport of infectious and
biological specimens.
In
accordance with SFAS No. 131,
Disclosures
about Segments of an Enterprise and Related Information
(SFAS 131),
we have determined our reportable business segments based upon an assessment of
product types, organizational structure, customers and internally prepared
financial statements. The primary factors used by us in analyzing segment
performance are net sales and operating income.
Since
the GE Water Acquisition was completed on March 30, 2007, the results of
operations of GE Water are included
31
Table of Contents
in
the accompanying Water Purification and Filtration segment information for
fiscal 2008 and the portion of fiscal year 2007 subsequent to the acquisition date
and are excluded from the accompanying segment information for fiscal 2006.
The
Companys segments are as follows:
Water
Purification and Filtration
, which includes water purification equipment design and manufacturing,
project management, installation, maintenance, deionization and mixing systems,
as well as hollow fiber filter devices and ancillary products for high-purity
fluid and separation applications for healthcare (with a large concentration in
dialysis), pharmaceutical, biotechnology, research, beverage, semiconductor and
other commercial industries. Additionally, this segment includes cold sterilant
products used to disinfect high-purity water systems.
One
customer accounted for approximately 23% of our Water Purification and
Filtration segment net sales and approximately 9% of our consolidated net sales
from continuing operations in fiscal 2008.
Dialysis
, which includes disinfection/sterilization
reprocessing equipment, sterilants, supplies and concentrates related to
hemodialysis treatment of patients with acute kidney failure or chronic kidney
failure associated with end-stage renal disease. Additionally, this segment
includes technical maintenance service on its products.
Three
customers collectively accounted for approximately 53% of our Dialysis segment
net sales and approximately 20% of our consolidated net sales from continuing
operations in fiscal 2008.
Healthcare
Disposables
, which
includes single-use infection control products used principally in the dental
market such as face masks, patient towels and bibs, self-sealing sterilization
pouches, tray covers, sterilization packaging accessories, surface barriers
including eyewear, aprons and gowns, disinfectants, germicidal wipes, hand care
products, gloves, sponges, cotton products, cups, needles and syringes,
scalpels and blades, and saliva evacuators and ejectors.
Our
Healthcare Disposables segment is reliant on five customers who collectively
accounted for approximately 70% of our Healthcare Disposables segment net sales
and 16% of our consolidated net sales from continuing operations in fiscal
2008. Each of these five customers accounted for approximately 10% or more of
this segments net sales during fiscal 2008.
Endoscope
Reprocessing
, which
includes endoscope disinfection equipment and related accessories,
disinfectants and supplies that are sold to hospitals, clinics and physicians.
Additionally, this segment includes technical maintenance service on its
products.
All Other
In
accordance with quantitative thresholds established by SFAS 131, we have
combined the Therapeutic Filtration and Specialty Packaging operating segments
into the All Other reporting segment.
Therapeutic Filtration
, which includes hollow fiber filter devices and ancillary products for
use in medical applications that are sold to biotech manufacturers and
third-party distributors.
Specialty Packaging
, which includes specialty packaging and thermal control products, as
well as related compliance training, for the safe transport of infectious and
biological specimens and thermally sensitive pharmaceutical, medical and other
products.
The
operating segments follow the same accounting policies used for our
Consolidated Financial Statements as described in Note 2.
32
Table of Contents
Information
as to operating segments is summarized below:
|
|
Year Ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
Net sales:
|
|
|
|
|
|
|
|
Water Purification and Filtration
|
|
$
|
68,589,000
|
|
$
|
49,032,000
|
|
$
|
36,356,000
|
|
Dialysis
|
|
60,075,000
|
|
58,696,000
|
|
58,908,000
|
|
Healthcare Disposables
|
|
58,657,000
|
|
57,610,000
|
|
54,293,000
|
|
Endoscope Reprocessing
|
|
46,924,000
|
|
38,941,000
|
|
30,403,000
|
|
All Other
|
|
15,129,000
|
|
14,765,000
|
|
12,219,000
|
|
Total
|
|
$
|
249,374,000
|
|
$
|
219,044,000
|
|
$
|
192,179,000
|
|
|
|
|
|
|
|
|
|
Operating Income:
|
|
|
|
|
|
|
|
Water Purification and Filtration
|
|
$
|
5,482,000
|
|
$
|
4,414,000
|
|
$
|
2,758,000
|
|
Dialysis
|
|
8,620,000
|
|
8,117,000
|
|
6,915,000
|
|
Healthcare Disposables
|
|
7,357,000
|
|
8,753,000
|
|
7,917,000
|
|
Endoscope Reprocessing
|
|
1,281,000
|
|
(509,000
|
)
|
2,451,000
|
|
All Other
|
|
3,443,000
|
|
3,293,000
|
|
1,722,000
|
|
|
|
26,183,000
|
|
24,068,000
|
|
21,763,000
|
|
General corporate expenses
|
|
(8,216,000
|
)
|
(7,229,000
|
)
|
(6,419,000
|
)
|
Interest expense, net
|
|
(4,116,000
|
)
|
(2,737,000
|
)
|
(3,393,000
|
)
|
|
|
|
|
|
|
|
|
Income from continuing operations before
income taxes
|
|
$
|
13,851,000
|
|
$
|
14,102,000
|
|
$
|
11,951,000
|
|
33
Table of Contents
|
|
July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
Identifiable assets:
|
|
|
|
|
|
|
|
Water Purification and Filtration
|
|
$
|
72,598,000
|
|
$
|
71,638,000
|
|
$
|
35,858,000
|
|
Dialysis
|
|
32,536,000
|
|
32,545,000
|
|
32,856,000
|
|
Healthcare Disposables
|
|
104,377,000
|
|
98,933,000
|
|
97,351,000
|
|
Endoscope Reprocessing
|
|
31,546,000
|
|
25,744,000
|
|
21,602,000
|
|
All Other
|
|
18,359,000
|
|
17,950,000
|
|
17,220,000
|
|
General corporate, including cash and cash
equivalents
|
|
19,774,000
|
|
16,861,000
|
|
31,219,000
|
|
Total - continuing operations
|
|
279,190,000
|
|
263,671,000
|
|
236,106,000
|
|
Discontinued operations
|
|
|
|
|
|
2,121,000
|
|
Total
|
|
$
|
279,190,000
|
|
$
|
263,671,000
|
|
$
|
238,227,000
|
|
|
|
Year Ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
Capital expenditures:
|
|
|
|
|
|
|
|
Water Purification and Filtration
|
|
$
|
1,507,000
|
|
$
|
2,530,000
|
|
$
|
948,000
|
|
Dialysis
|
|
1,429,000
|
|
708,000
|
|
544,000
|
|
Healthcare Disposables
|
|
952,000
|
|
1,437,000
|
|
3,471,000
|
|
Endoscope Reprocessing
|
|
869,000
|
|
575,000
|
|
861,000
|
|
All Other
|
|
201,000
|
|
269,000
|
|
134,000
|
|
General corporate
|
|
25,000
|
|
10,000
|
|
111,000
|
|
Total
|
|
$
|
4,983,000
|
|
$
|
5,529,000
|
|
$
|
6,069,000
|
|
|
|
Year Ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
|
Water Purification and Filtration
|
|
$
|
2,346,000
|
|
$
|
1,680,000
|
|
$
|
1,301,000
|
|
Dialysis
|
|
1,617,000
|
|
1,711,000
|
|
1,797,000
|
|
Healthcare Disposables
|
|
5,375,000
|
|
4,990,000
|
|
5,344,000
|
|
Endoscope Reprocessing
|
|
1,458,000
|
|
839,000
|
|
626,000
|
|
All Other
|
|
899,000
|
|
979,000
|
|
865,000
|
|
General corporate
|
|
37,000
|
|
40,000
|
|
27,000
|
|
Total - continuing operations
|
|
11,732,000
|
|
10,239,000
|
|
9,960,000
|
|
Discontinued operations
|
|
|
|
|
|
223,000
|
|
Total
|
|
$
|
11,732,000
|
|
$
|
10,239,000
|
|
$
|
10,183,000
|
|
34
Table of Contents
Information
as to geographic areas (including net sales which represent the geographic area
from which the Company derives its net sales from external customers) is
summarized below:
|
|
Year Ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
Net sales:
|
|
|
|
|
|
|
|
United States
|
|
$
|
203,087,000
|
|
$
|
179,540,000
|
|
$
|
162,030,000
|
|
Canada
|
|
11,217,000
|
|
10,246,000
|
|
7,960,000
|
|
Asia/Pacific
|
|
10,247,000
|
|
8,691,000
|
|
7,996,000
|
|
Europe/Africa/Middle East
|
|
15,905,000
|
|
12,604,000
|
|
9,893,000
|
|
Latin America/South America
|
|
8,918,000
|
|
7,963,000
|
|
4,300,000
|
|
Total
|
|
$
|
249,374,000
|
|
$
|
219,044,000
|
|
$
|
192,179,000
|
|
|
|
July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
Total long-lived assets:
|
|
|
|
|
|
|
|
United States
|
|
$
|
35,698,000
|
|
$
|
36,504,000
|
|
$
|
36,582,000
|
|
Canada
|
|
1,435,000
|
|
1,524,000
|
|
1,244,000
|
|
Asia/Pacific
|
|
122,000
|
|
120,000
|
|
28,000
|
|
Europe
|
|
2,162,000
|
|
2,104,000
|
|
2,135,000
|
|
Total
|
|
39,417,000
|
|
40,252,000
|
|
39,989,000
|
|
Goodwill and intangible assets
|
|
155,212,000
|
|
146,688,000
|
|
115,790,000
|
|
Total
|
|
$
|
194,629,000
|
|
$
|
186,940,000
|
|
$
|
155,779,000
|
|
35
Table of Contents
18.
Restructuring Activities
During
the fourth quarter of fiscal 2008, our management approved and initiated plans
to restructure our Netherlands subsidiary by relocating all of our
manufacturing operations from the Netherlands to the United States. This action
is part of our continuing effort to reduce operating costs and improve
efficiencies by leveraging the existing infrastructure of our Minntech
operations in Minnesota. The elimination of manufacturing operations in the
Netherlands will lead to the end of onsite material management, quality
assurance, finance and accounting, human resources and some customer service
functions. However, we will continue to maintain a strong marketing, sales,
service and technical support presence based in the Netherlands to serve
customers throughout Europe, the Middle East and Africa. During the fourth
quarter of fiscal 2008, we recorded $365,000 in restructuring expenses, which
decreased both basic and diluted earnings per share from continuing operations
by approximately $0.02 in fiscal 2008, and expect to incur approximately
$450,000 in additional restructuring costs in the first half of fiscal 2009.
Any changes to the estimated expenses of executing this restructuring plan will
be reflected in our future results of operations. The majority of the
restructuring costs are included in our Endoscope Reprocessing segment.
The
restructuring costs recorded in fiscal 2008 in our Consolidated Financials
Statements and expected to be recorded in fiscal 2009 are as follows:
|
|
Three Months Ended
|
|
|
|
Fiscal 2009
|
|
Total
|
|
|
|
July 31, 2008
|
|
Accrued at
|
|
Expected
|
|
Expected
|
|
|
|
Costs
|
|
Inventory disposal
|
|
July 31, 2008
|
|
Costs
|
|
Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
Unsalable inventory
|
|
$
|
211,000
|
|
$
|
(96,000
|
)
|
$
|
115,000
|
|
$
|
|
|
$
|
211,000
|
|
Severance
|
|
64,000
|
|
|
|
64,000
|
|
195,000
|
|
259,000
|
|
|
|
275,000
|
|
(96,000
|
)
|
179,000
|
|
195,000
|
|
470,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
90,000
|
|
|
|
90,000
|
|
177,000
|
|
267,000
|
|
Other
|
|
|
|
|
|
|
|
78,000
|
|
78,000
|
|
|
|
90,000
|
|
|
|
90,000
|
|
255,000
|
|
345,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
365,000
|
|
$
|
(96,000
|
)
|
$
|
269,000
|
|
$
|
450,000
|
|
$
|
815,000
|
|
Since
the above costs are recorded in our Netherlands subsidiary, which has been
experiencing losses from its operations, tax benefits on the above costs were
not recorded. The unsalable inventory is recorded in inventories as part of our
inventory reserve and the accrued severance is recorded in compensation payable
in our Consolidated Balance Sheet at July 31, 2008.
As
part of the restructuring plan, we intend to sell our Netherlands subsidiarys
building and land. At July 31, 2008, these assets had a book value of $1,808,000,
net of accumulated depreciation, and are included in property and equipment in
our Consolidated Balance Sheet. Such assets will be held and used during the
relocation of the manufacturing operations until December 1, 2008. Based
on an appraisal obtained in June 2008, a gain of approximately $300,000
may be generated when the building and land are sold. However, due to the
deteriorating real estate market and other factors, no assurances can be given
as to the timing of the sale and whether a gain or loss on the sale of the
facility will ultimately be realized.
19.
Discontinued Operations
On
July 31, 2006, Carsen closed the sale of substantially all of its assets
to Olympus under an Asset Purchase Agreement dated as of May 16, 2006
among Carsen, Cantel and Olympus. Olympus purchased substantially all of Carsens
assets other than those related to Carsens Medivators business and certain
other smaller product lines. Following the closing, Olympus hired substantially
all of Carsens employees and took over Carsens Olympus-related operations (as
well as the operations related to the other acquired product lines). The
transaction resulted in an after-tax gain of $6,776,000 and was recorded
separately on the Consolidated Statement of Income for the year ended July 31,
2006 as gain on disposal of discontinued operations, net of tax. In connection
with the transaction, Carsens Medivators-related assets as well as certain of
its other assets that were not acquired by Olympus were sold to our new
Canadian distributor of
36
Table of Contents
Medivators
products.
The
purchase price for the net assets sold to Olympus was approximately $31,200,000,
comprised of a fixed sum of $10,000,000 plus an additional formula-based sum of
$21,200,000. In addition, Olympus paid Carsen 20% of Olympus revenues
attributable to Carsens unfilled customer orders (backlog) as of July 31,
2006 that were assumed by Olympus at the closing. Such payments to Carsen were
made following Olympus receipt of customer payments for such orders and
totaled $368,000. In fiscal 2007, the entire $368,000 related to such backlog
was recorded as income and reported in income from discontinued operations, net
of tax, in the Consolidated Statements of Income.
The
$10,000,000 fixed portion of the purchase price was in consideration for (i) Carsens
customer lists, sales records, and certain other assets related to the sale and
servicing of Olympus products and certain non-Olympus products distributed by
Carsen, (ii) the release of Olympus contractual restriction on hiring
Carsen personnel, (iii) real property leases (which were assumed or
replaced by Olympus) and leasehold improvements, computer and software systems,
equipment and machinery, telephone systems, and records related to the acquired
assets, and (iv) assisting Olympus in effecting a smooth transition of
Carsens business of distributing and servicing Olympus and certain non-Olympus
products in Canada. Cantel has also agreed (on behalf of itself and its
affiliates) not to manufacture, distribute, sell or represent for sale in
Canada through July 31, 2008 any products that are competitive with the
Olympus products formerly sold by Carsen under its Olympus Distribution
Agreements.
The
$21,200,000 formula-based portion of the purchase price was based on the book
value of Carsens inventories of Olympus and certain non-Olympus products and
the net book amount of Carsens accounts receivable and certain other assets,
all at July 31, 2006, subject to offsets, particularly for accounts
payable of Carsen due to Olympus.
Net
proceeds from Carsens sale of net assets and the termination of Carsens
operations were approximately $21,100,000 (excluding the backlog payments)
after satisfaction of remaining liabilities and taxes.
As
a result of the foregoing transaction, which coincided with the expiration of
Carsens exclusive distribution agreements with Olympus on July 31, 2006,
Carsen no longer has any remaining product lines or active business operations.
The
net sales and operating income attributable to Carsens business (inclusive of
both Olympus and non-Olympus business, but exclusive of the sale of Medivators
reprocessors) constituted the entire Endoscopy and Surgical reporting segment
and Scientific operating segment, which historically was included within the
All Other reporting segment; as such, we no longer have any operations in these
two segments.
Operating
segment information and net income attributable to Carsens business is
summarized below:
|
|
Year Ended July 31,
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
1,428,000
|
|
$
|
64,921,000
|
|
|
|
|
|
|
|
Operating income
|
|
$
|
427,000
|
|
$
|
15,964,000
|
|
Interest expense
|
|
|
|
57,000
|
|
Income before income taxes
|
|
427,000
|
|
15,907,000
|
|
Income taxes
|
|
85,000
|
|
5,639,000
|
|
Income from discontinued operations, net of
tax
|
|
$
|
342,000
|
|
$
|
10,268,000
|
|
|
|
|
|
|
|
Gain on sale of discontinued operations
|
|
$
|
|
|
$
|
11,397,000
|
|
Income taxes
|
|
|
|
4,621,000
|
|
Gain on disposal of discontinued operations,
net of tax
|
|
$
|
|
|
$
|
6,776,000
|
|
Prior
to being reported as discontinued operations, fiscal 2006 net sales and
operating income of Carsen accounted for approximately 25.3% and 53.3% of our
fiscal 2006 consolidated net sales and operating income, respectively.
37
Table of Contents
Cash
flows attributable to discontinued operations comprise the following:
|
|
Year ended July 31,
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating
activities
|
|
$
|
(93,000
|
)
|
$
|
(4,867,000
|
)
|
$
|
6,561,000
|
|
Net cash provided by investing activities
|
|
$
|
|
|
$
|
|
|
$
|
30,774,000
|
|
In
fiscal 2008, net cash used in operating activities was due to the payment of
Carsens remaining liabilities that existed at July 31, 2007, which
primarily related to various taxes. In
fiscal 2007, net cash used in operating activities was primarily due to the
payment of Carsens remaining operating costs relating to fiscal 2006, income
tax payments and various wind-down costs, partially offset by the collection of
the remaining receivables.
In fiscal 2006, net cash provided by investing activities
was due to proceeds from disposal of the discontinued operations.
Financing activities of our discontinued
operations did not result in any net cash in fiscals 2008, 2007 and 2006.
20.
Direct Sale of Medivators Systems in the United States
On
August 2, 2006, we commenced the sale and service of our Medivators brand
endoscope reprocessing equipment, high-level disinfectants, cleaners and
consumables through our own United States field sales and service organization.
Our direct sale of these products is the result of our decision that it is in
our best long-term interests to control and develop our own direct-hospital
based United States distribution network and, as such, not to renew Olympus
exclusive United States distribution agreement when it expired on August 1,
2006.
Throughout
the former distribution arrangement with Olympus, we employed our own personnel
to provide clinical sales support activities as well as an internal technical
and customer service function, depot maintenance and service and all logistics
and distribution services for the Medivators/Olympus customer base. This
existing and fully developed infrastructure will continue to be a critical
factor in our new direct sales and service strategy.
Notwithstanding
the expiration of the distribution agreement with Olympus on August 1,
2006, Olympus has retained the right to purchase from Minntech for resale to
certain permitted customers, Medivators accessories, consumables, and
replacement and repair parts, as well as Rapicide
Ò
disinfectant. Various aspects of such rights
expire over the next three years. During
fiscal 2008 and 2007, Olympus continued to purchase such items from us,
although we have been gradually converting the sale of such items over to our
direct sales and service force.
38
Table of Contents
21.
Quarterly Results of Operations (unaudited)
The
following is a summary of the quarterly results of operations for the years
ended July 31, 2008 and 2007:
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
2008
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
60,005,000
|
|
$
|
60,910,000
|
|
$
|
64,178,000
|
|
$
|
64,281,000
|
|
Cost of sales
|
|
38,799,000
|
|
39,424,000
|
|
41,897,000
|
|
41,628,000
|
|
Gross profit
|
|
21,206,000
|
|
21,486,000
|
|
22,281,000
|
|
22,653,000
|
|
Gross profit percentage
|
|
35.3
|
%
|
35.3
|
%
|
34.7
|
%
|
35.2
|
%
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,939,000
|
|
$
|
2,157,000
|
|
$
|
2,001,000
|
|
$
|
2,596,000
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share: (1)
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.12
|
|
$
|
0.13
|
|
$
|
0.12
|
|
$
|
0.16
|
|
Diluted
|
|
$
|
0.12
|
|
$
|
0.13
|
|
$
|
0.12
|
|
$
|
0.16
|
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
2007
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
50,484,000
|
|
$
|
51,635,000
|
|
$
|
54,412,000
|
|
$
|
62,513,000
|
|
Cost of sales
|
|
32,315,000
|
|
32,114,000
|
|
34,203,000
|
|
41,400,000
|
|
Gross profit
|
|
18,169,000
|
|
19,521,000
|
|
20,209,000
|
|
21,113,000
|
|
Gross profit percentage
|
|
36.0
|
%
|
37.8
|
%
|
37.1
|
%
|
33.8
|
%
|
Income from continuing operations, net of
tax
|
|
1,723,000
|
|
2,252,000
|
|
2,230,000
|
|
1,899,000
|
|
Income from discontinued operations, net of
tax
|
|
245,000
|
|
18,000
|
|
18,000
|
|
61,000
|
|
Net income
|
|
$
|
1,968,000
|
|
$
|
2,270,000
|
|
$
|
2,248,000
|
|
$
|
1,960,000
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share: (1)
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.11
|
|
$
|
0.15
|
|
$
|
0.14
|
|
$
|
0.12
|
|
Discontinued operations
|
|
0.02
|
|
|
|
|
|
|
|
Net income
|
|
$
|
0.13
|
|
$
|
0.15
|
|
$
|
0.14
|
|
$
|
0.12
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.11
|
|
$
|
0.14
|
|
$
|
0.14
|
|
$
|
0.12
|
|
Discontinued operations
|
|
0.01
|
|
|
|
|
|
|
|
Net income
|
|
$
|
0.12
|
|
$
|
0.14
|
|
$
|
0.14
|
|
$
|
0.12
|
|
(1) The summation of
quarterly earnings per share does not necessarily equal the fiscal year
earnings per share due to rounding.
22.
Legal
Proceedings
In
the normal course of business, we are subject to pending and threatened legal
actions. It is our policy to accrue for amounts related to these legal matters
if it is probable that a liability has been incurred and an amount of
anticipated exposure can be reasonably estimated. We do not believe that any of
these pending claims or legal actions will have a material effect on our
business, financial condition, results of operations or cash flows.
39
Table of Contents
CANTEL MEDICAL CORP.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
|
|
Balance at
|
|
|
|
|
|
|
|
Balance
|
|
|
|
Beginning
|
|
|
|
|
|
Translation
|
|
at End
|
|
|
|
of Period
|
|
Additions
|
|
(Deductions)
|
|
Adjustments
|
|
of Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended July 31, 2008
|
|
$
|
927,000
|
|
$
|
404,000
|
|
$
|
(351,000
|
)
|
$
|
41,000
|
|
$
|
1,021,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended July 31, 2007
|
|
$
|
929,000
|
|
$
|
162,000
|
|
$
|
(198,000
|
)
|
$
|
34,000
|
|
$
|
927,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended July 31, 2006
|
|
$
|
737,000
|
|
$
|
230,000
|
(1)
|
$
|
(66,000
|
)
|
$
|
28,000
|
|
$
|
929,000
|
|
(1)
Includes $100,000 recorded in
connection with the purchase accounting for the Crosstex and Fluid Solutions
acquisitions, and $130,000 charged to expenses during fiscal 2006.
40
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