Attached files
file | filename |
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8-K/A - 8-K/A - CANTEL MEDICAL LLC | a11-28093_18ka.htm |
EX-99.3 - EX-99.3 - CANTEL MEDICAL LLC | a11-28093_1ex99d3.htm |
EX-99.2 - EX-99.2 - CANTEL MEDICAL LLC | a11-28093_1ex99d2.htm |
EX-23.1 - EX-23.1 - CANTEL MEDICAL LLC | a11-28093_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 BMIs 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
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 BMIs 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 companys 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 (Cantels fiscal year end), the balance sheet of Cantel at July
31, 2011 was consolidated with the balance sheet of the acquired Byrne Medical Business as of June 30, 2011 (BMIs 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 Cantels 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.
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 |
| ||||
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|
(amounts in thousands) |
| ||||||||||
|
|
|
|
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|
|
|
|
| ||||
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 |
| ||||
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|
|
|
|
|
|
|
| ||||
Stockholders equity: |
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|
|
|
|
|
|
|
| ||||
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.
CANTEL MEDICAL CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED JULY 31, 2011
|
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|
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Pro Forma |
|
|
| ||||
|
|
|
|
|
|
Adjustments |
|
|
| ||||
|
|
|
|
|
|
Giving Effect |
|
|
| ||||
|
|
Historical |
|
to the |
|
Pro Forma |
| ||||||
|
|
Cantel |
|
BMB |
|
Acquisition |
|
Consolidated |
| ||||
|
|
(amounts in thousands, except per share data) |
| ||||||||||
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|
|
|
|
|
|
|
|
| ||||
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 |
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|
|
|
|
$ |
1.31 |
(F) | ||
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|
|
|
|
|
|
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|
| ||||
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.
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 BMIs 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:
|
|
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 BMIs 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 Businesss rent expense
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 Businesss income before income taxes, since BMI was an S Corporation and therefore not subject to United States income taxes, using Cantels 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 Cantels stock price with respect to the three-year price floor, were not modified from the original fair value estimates.