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8-K/A - 8-K/A - CANTEL MEDICAL LLCa11-28093_18ka.htm
EX-99.3 - EX-99.3 - CANTEL MEDICAL LLCa11-28093_1ex99d3.htm
EX-99.2 - EX-99.2 - CANTEL MEDICAL LLCa11-28093_1ex99d2.htm
EX-23.1 - EX-23.1 - CANTEL MEDICAL LLCa11-28093_1ex23d1.htm

Exhibit 99.4

 

UNAUDITED PRO FORMA FINANCIAL INFORMATION

 

On August 1, 2011 our Minntech Corporation (“Minntech”) subsidiary acquired the business and substantially all of the assets of Byrne Medical, Inc. (“BMI”), a privately owned, Texas-based company that designs, manufactures and sells an innovative array of disposable infection control products intended to eliminate the challenges associated with proper cleaning and sterilization of numerous reusable components used in gastrointestinal (GI) endoscopy procedures.

 

The following unaudited pro forma condensed consolidated financial information gives effect to the acquisition using the acquisition method of accounting. This presentation assumes an aggregate preliminary purchase price of $100,000,000 (which price is potentially subject to a net asset value adjustment), comprised of $90,000,000 in cash and $10,000,000 in shares of Cantel common stock that is subject to both a multi-year lock-up and three-year price floor (described below). The stock consideration consisted of 401,123 shares of Cantel common stock and was based on the closing price of Cantel common stock on the NYSE on July 29, 2011 ($24.93). In addition, there is up to a $10,000,000 potential cash contingent consideration payable to BMI over two years based on the achievement by the acquired business (the “Byrne Medical Business” or “BMB”) of certain targeted amounts of gross profit. In addition, we purchased certain land and buildings utilized by the Byrne Medical Business from Byrne Investments LLC, an affiliate of BMI’s principal stockholder, for $5,900,000. The presentation also assumes debt issuance costs of approximately $1,400,000, which will be amortized over the life of the credit facilities.

 

The Unaudited Pro Forma Condensed Consolidated Statement of Income was prepared as if we completed the acquisition on the first day of the year ended July 31, 2011, which is the most recently completed fiscal year end of Cantel. The Unaudited Pro Forma Condensed Consolidated Balance Sheet was prepared as if we completed the acquisition on July 31, 2011.

 

We record the fair value of contingent consideration as a liability and an increase to goodwill on the date of the acquisition and continually re-measure the liability at each balance sheet date by recording changes in the fair value through our Consolidated Statements of Income.  Accordingly, the Unaudited Pro Forma Condensed Balance Sheet reflects a pro forma adjustment to increase acquisitions payable and goodwill by $2,700,000 to record our initial estimated fair value of the contingent consideration that would be earned over the two years ending July 31, 2013.

 

Subject to certain conditions and limitations, under the price floor referred to above, we agreed that if the aggregate value of the stock consideration is less than $10,000,000 on July 31, 2014, we will pay to BMI in cash or stock (at our option) an

 

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amount equal to the difference between $10,000,000 and the then value of the shares (based on the closing price of Cantel common stock on the NYSE on July 31, 2014). This three-year price floor is a free standing financial instrument that we are required to record as a liability at fair value on the date of acquisition and continually re-measure the liability at each balance sheet date by recording changes in the fair value through our Consolidated Statements of Income. Accordingly, the Unaudited Pro Forma Condensed Consolidated Balance Sheet reflects a pro forma adjustment to increase acquisitions payable and goodwill by $3,000,000 to record our initial estimated fair value of the three-year price floor liability. The fair value of this liability was determined using the Black-Scholes option valuation model.

 

Additionally, the $10,000,000 stock portion of the purchase price was measured at fair value, which was determined using put option valuation models, to account for the discount for the multi-year lock up feature that prohibits the seller of the Byrne Medical Business from trading the 401,123 shares of Cantel common stock during the three or four year lock up period, which period is dependent upon whether BMI’s principal stockholder is employed by us on August 1, 2014. As a result of our valuation, the fair value of the 401,123 shares was determined to be $7,640,000, of which $7,310,000 was considered purchase price and $330,000 was determined to be stock-based compensation expense that will be recorded on a straight-line basis over the minimum lock up period of three years. The determinations of fair value using option-pricing models are affected by our stock price and risk free interest rate as well as assumptions regarding a number of subjective variables, including, but not limited to, the expected stock price volatility of our Common Stock over the expected life of the instrument and the expected dividend yield.

 

The components of the purchase price recorded on August 1, 2011, as explained above, consist of the following:

 

Cash (including purchase of buildings)

 

$

95,900,000

 

Fair value of the multi-year lock-up of Cantel common stock

 

7,640,000

 

Total consideration paid at August 1, 2011

 

103,540,000

 

Price Floor

 

3,000,000

 

Contingent consideration

 

2,700,000

 

Total purchase price

 

$

109,240,000

 

 

Cantel is providing this pro forma information for illustrative purposes only.  It does not necessarily indicate what the operating results and financial position of the combined company might have been had the acquisition been completed on the first day of fiscal year 2011, nor does it necessarily indicate what the combined company’s operating results and financial position will be following the acquisition.

 

In order to affect the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of July 31, 2011 (Cantel’s fiscal year end), the balance sheet of Cantel at July

 

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31, 2011 was consolidated with the balance sheet of the acquired Byrne Medical Business as of June 30, 2011 (BMI’s second calendar quarter.) In order to affect the Unaudited Pro Forma Condensed Consolidated Income Statement for the fiscal year ended July 31, 2011, the operating results of Cantel for the year ended July 31, 2011 were consolidated with the operating results of the acquired Byrne Medical Business for the twelve months ended June 30, 2011.

 

The accompanying unaudited pro forma financial information should be read in conjunction with:

 

·      the audited consolidated financial statements and other financial information included in Cantel’s Annual Report on Form 10-K for the fiscal year ended July 31, 2011, including the notes to those financial statements, previously filed by Registrant;

 

·      the audited financial statements of Byrne Medical, Inc. for the fiscal year ended December 31, 2010, including the notes to those financial statements, included as an exhibit to this Form 8-K; and

 

·      the unaudited financial statements of Byrne Medical, Inc. for the six months ended June 30, 2011 and 2010, including the notes to those financial statements, included as an exhibit to this Form 8-K.

 

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CANTEL MEDICAL CORP.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

JULY 31, 2011

 

 

 

 

 

 

 

Pro Forma

 

 

 

 

 

 

 

 

 

Adjustments

 

 

 

 

 

 

 

 

 

Giving Effect

 

 

 

 

 

Historical

 

to the

 

Pro Forma

 

 

 

Cantel

 

BMB

 

Acquisition

 

Consolidated

 

 

 

(amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

18,410

 

$

5,618

 

$

(5,618

)(B)

$

18,410

 

Accounts receivable, net

 

46,121

 

4,643

 

(340

)(C)

50,424

 

Inventories

 

40,064

 

3,087

 

1,113

(C)

44,264

 

Deferred income taxes

 

3,645

 

 

18

(C)

3,663

 

Prepaid expenses and other current assets

 

3,084

 

763

 

(126

)(A)(C)

3,721

 

Total current assets

 

111,324

 

14,111

 

(4,953

)

120,482

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

34,459

 

3,875

 

6,358

(C)

44,692

 

Intangible assets, net

 

39,191

 

 

41,400

(C)

80,591

 

Goodwill

 

134,770

 

 

50,443

(C)

185,213

 

Other assets

 

1,699

 

20

 

1,401

(A)(B)(C)

3,120

 

 

 

$

321,443

 

$

18,006

 

$

94,649

 

$

434,098

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

 

$

 

$

10,000

(B)

$

10,000

 

Accounts payable

 

13,218

 

516

 

438

(C)

14,172

 

Compensation payable

 

11,758

 

813

 

(524

)(C)

12,047

 

Accrued expenses

 

8,415

 

2,973

 

(2,901

)(B)(C)

8,487

 

Deferred revenue

 

6,718

 

 

 

6,718

 

Acquisitions payable

 

2,325

 

 

 

2,325

 

Income taxes payable

 

977

 

72

 

(72

)(C)

977

 

Total current liabilities

 

43,411

 

4,374

 

6,941

 

54,726

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

24,000

 

 

88,000

(B)

112,000

 

Deferred income taxes

 

18,450

 

 

 

18,450

 

Other long-term liabilities

 

1,267

 

 

5,700

(C)(D)

6,967

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

 

 

 

Common Stock

 

1,916

 

109

 

(69

)(A)

1,956

 

Note receivable for stock purchase

 

 

(1,573

)

1,573

(C)

 

Additional paid-in capital

 

110,735

 

 

7,600

(A)

118,335

 

Retained earnings

 

138,725

 

15,352

 

(15,352

)(C)

138,725

 

Accumulated other comprehensive income

 

9,283

 

 

 

9,283

 

Treasury Stock, at cost

 

(26,344

)

(256

)

256

(C)

(26,344

)

Total stockholders’ equity

 

234,315

 

13,632

 

(5,992

)

241,955

 

 

 

$

321,443

 

$

18,006

 

$

94,649

 

$

434,098

 

 

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

 

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CANTEL MEDICAL CORP.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED JULY 31, 2011

 

 

 

 

 

 

 

Pro Forma

 

 

 

 

 

 

 

 

 

Adjustments

 

 

 

 

 

 

 

 

 

Giving Effect

 

 

 

 

 

Historical

 

to the

 

Pro Forma

 

 

 

Cantel

 

BMB

 

Acquisition

 

Consolidated

 

 

 

(amounts in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

321,651

 

$

38,575

 

$

 

$

360,226

 

Cost of sales

 

198,868

 

14,019

 

654

(E)(G)

213,541

 

Gross profit

 

122,783

 

24,556

 

(654

)

146,685

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

84,799

 

15,488

 

165

(A)(F)(G)(H)(K)

100,452

 

Research and development

 

6,648

 

914

 

 

7,562

 

Total operating expenses

 

91,447

 

16,402

 

165

 

108,014

 

 

 

 

 

 

 

 

 

 

 

Income before interest and income taxes

 

31,336

 

8,154

 

(819

)

38,671

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

874

 

(25

)

3,023

(I)

3,872

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

30,462

 

8,179

 

(3,842

)

34,799

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

10,037

 

 

1,496

(J)

11,533

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

20,425

 

$

8,179

 

$

(5,338

)

$

23,266

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

1.19

 

 

 

 

 

$

1.33

(F)

Diluted

 

$

1.18

 

 

 

 

 

$

1.31

(F)

 

 

 

 

 

 

 

 

 

 

Dividends per common share:

 

$

0.12

 

 

 

 

 

$

0.12

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares and common stock equivalents attributable to both common stock and participating securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

17,100

 

 

 

401

(A)

17,501

 

Diluted

 

17,324

 

 

 

401

(A)

17,725

 

 

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

 

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NOTES TO UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

 


(A)  To reflect 401,123 shares of Cantel common stock issued to BMI.  The $10,000,000 stock portion of the purchase price was measured at fair value, which was determined using put option valuation models, to account for the discount for the multi-year lock up feature that prohibits the sellers of the Byrne Medical Business from trading the 401,123 shares of Cantel common stock during the three or four year lock up period, which period is dependent upon whether BMI’s principal stockholder is employed by us on August 1, 2014. As a result of our valuation, the fair value of the 401,123 shares was determined to be $7,640,000, of which $7,310,000 was considered purchase price and $330,000 was determined to be stock-based compensation expense that will be recorded on a straight-line basis over the minimum lock up period of three years.

 

(B)  To record the $90,000,000 cash consideration paid to BMI, $5,900,000 cash consideration paid to Byrne Investments LLC and bank financing fees associated with the transaction estimated to be $1,400,000, all of which was financed from aggregate bank borrowings of $98,000,000. The $10,000,000 portion of the debt comprising a term loan due within one year of the closing date of the acquisition has been classified as a current liability. The remaining proceeds from the bank borrowing, along with existing Cantel cash, was used to pay acquisition-related costs of approximately $1,030,000, a portion of which has been reflected in these pro forma financials as a reduction of existing acquisition-related accrued expenses. None of the cash related to the Byrne Medical Business was acquired.

 

(C)  To reflect the preliminary allocation of the purchase price to the net assets of the Byrne Medical Business acquired in the transaction based upon the estimated fair values of the tangible and intangible assets acquired and the liabilities assumed, and to further record the remaining excess purchase price as goodwill.  The acquisition accounting adjustments made in connection with the development of the unaudited pro forma financial information are preliminary and have been estimated solely for purposes of developing the unaudited pro forma financial information. Cantel has engaged a third party to perform a valuation study to assist with the determination of the fair value of the Byrne Medical Business net assets and will make appropriate adjustments to the preliminary purchase price allocation upon completion of the study. For purposes of these pro forma financial statements, the purchase price of $109,240,000 and its preliminary allocation are as follows:

 

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Preliminary

 

Net Assets

 

Allocation

 

Current assets:

 

 

 

Accounts receivable

 

$

4,303,000

 

Inventory

 

4,200,000

 

Other assets

 

698,000

 

Property, plant and equipment

 

10,233,000

 

Amortizable intangible assets (lives are preliminary estimates):

 

 

 

Customer relationships (15-year life)

 

25,300,000

 

Trade name (10-year life)

 

2,200,000

 

Technology (8-year life)

 

11,900,000

 

Non-compete agreement (14-year life)

 

2,000,000

 

Other assets

 

325,000

 

Current liabilities

 

(2,277,000

)

Other liabilities

 

(85,000

)

Net assets acquired

 

58,797,000

 

Total purchase price

 

109,240,000

 

Excess purchase price assigned to goodwill

 

$

50,443,000

 

 

The principal fair value acquisition accounting adjustments to the historical BMI net assets include (i) increases to the carrying value of inventories of $893,000 and property and equipment of $6,358,000 and (ii) an allocation of $41,400,000 for the fair value of intangible assets. The pro forma adjustments also include certain July balance sheet activity of the Byrne Medical Business to adjust BMI’s June balance sheet to the BMI net assets acquired on August 1, 2011.

 

(D)  To record (i) $2,700,000 as our initial estimated fair value of the contingent consideration that would be earned over the two years ending July 31, 2013 and (ii) $3,000,000 as our initial estimated fair value of the three-year price floor liability.

 

(E)   To reflect the increase in cost of sales of $893,000 related to the step-up in the cost basis of the Byrne Medical Business inventories.

 

(F)   To exclude $473,000 of acquisition-related expenses that was incurred by Cantel in the year ended July 31, 2011. As a result, the Unaudited Pro Forma Condensed Consolidated Statement of Income does not include any direct acquisition-related expenses associated with the acquisition, which is estimated to be approximately $1,030,000, of which $473,000 was incurred in fiscal 2011 and the remainder will be incurred in fiscal 2012. If $1,030,000 of acquisition related charges had been included in the pro forma consolidated income statement, pro forma consolidated basic and diluted earnings per share would have been $1.29 and $1.27, respectively, for fiscal 2011.

 

(G)  To reflect the amortization of intangible assets and incremental depreciation associated with the step-up in fair value of property, plant and equipment based upon preliminary estimates of the fair values of such assets using estimated weighted average useful lives of 5 years for equipment, 32 years for buildings, indefinite life for land and a weighted average of 13 years for amortizable intangible assets, and to remove the Byrne Medical Business’s rent expense

 

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relating to the buildings we had purchased from its affiliate. All amortization of intangible assets has been included within general and administrative expenses. Deprecation and amortization associated with property and equipment has been allocated to cost of sales and general and administrative expense consistently with the Byrne Medical Business historical allocation of such depreciation and amortization.

 

(H)  To adjust selling, general and administrative expenses in the amount of $2,776,000 for non-recurring executive compensation and personal expenses for certain shareholders and officers of BMI, as well as non-recurring costs incurred by BMI related to its acquisition by Minntech. Such costs will not be incurred post-acquisition.

 

(I)    To reflect interest expense on the bank financed portion of the cash consideration paid in the acquisition (less average required repayments for the year under the term loan portion of our facility) at an effective interest rate of 2.89% per annum and amortization of the new debt issuance costs over the life of the new term loan facility and revolving credit facility using the effective interest method and straight-line method, respectively. For purposes of developing this pro forma adjustment, interest expense was calculated on the full amount of outstanding new borrowings for the revolver portion of our credit facility for the entire year even though it is likely that a portion of such revolver debt will be repaid during the initial year post-acquisition.

 

(J)   To record (i) the income tax effects of the pro forma income statement adjustments and (ii) income taxes on Byrne Medical Business’s income before income taxes, since BMI was an S Corporation and therefore not subject to United States income taxes, using Cantel’s fiscal 2011 United States effective income tax rate of 34.5%.

 

(K)  To record the net change in fair value of the contingent consideration and the three-year price floor solely to reflect the passage of time, which resulted in the decrease in selling, general and administrative expense of $156,000. Other assumptions, such as the forecasted gross profit of the acquired business with respect to the contingent consideration or Cantel’s stock price with respect to the three-year price floor, were not modified from the original fair value estimates.

 

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