Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Aug. 31, 2016 | Jan. 31, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | CANTEL MEDICAL CORP | ||
Entity Central Index Key | 19,446 | ||
Document Type | 10-K | ||
Document Period End Date | Jul. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 2,103,808,663 | ||
Entity Common Stock, Shares Outstanding | 41,713,575 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 28,367,000 | $ 31,720,000 |
Accounts receivable, net of allowance for doubtful accounts of $1,850 in 2016 and $2,092 in 2015 | 93,332,000 | 69,805,000 |
Inventories, net | 91,486,000 | 72,078,000 |
Deferred income taxes | 6,233,000 | |
Prepaid expenses and other current assets | 9,557,000 | 8,525,000 |
Total current assets | 222,742,000 | 188,361,000 |
Property and equipment, at cost: | ||
Land, buildings and improvements | 44,387,000 | 38,224,000 |
Furniture and equipment | 95,033,000 | 81,585,000 |
Leasehold improvements | 6,048,000 | 4,786,000 |
Property and equipment, gross | 145,468,000 | 124,595,000 |
Less accumulated depreciation and amortization | (70,864,000) | (62,054,000) |
Property and equipment, net | 74,604,000 | 62,541,000 |
Intangible assets, net | 111,719,000 | 85,836,000 |
Goodwill | 280,318,000 | 241,951,000 |
Other assets | 5,149,000 | 5,342,000 |
Total assets | 694,532,000 | 584,031,000 |
Current liabilities: | ||
Accounts payable | 26,263,000 | 16,184,000 |
Compensation payable | 25,555,000 | 18,557,000 |
Accrued expenses | 20,283,000 | 15,092,000 |
Deferred revenue | 20,173,000 | 18,323,000 |
Income taxes payable | 4,061,000 | 2,468,000 |
Total current liabilities | 96,335,000 | 70,624,000 |
Long-term debt | 116,000,000 | 78,500,000 |
Deferred income taxes | 23,579,000 | 23,722,000 |
Contingent consideration | 751,000 | |
Other long-term liabilities | 4,248,000 | 3,801,000 |
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 75,000,000 shares; issued 2016 - ____ shares, outstanding 2016 - _____ shares; issued 2015 - 45,913,154 shares, outstanding 2015 - 41,604,359 shares | 4,608,000 | 4,591,000 |
Additional paid-in capital | 165,573,000 | 156,050,000 |
Retained earnings | 342,053,000 | 287,105,000 |
Accumulated other comprehensive (loss) income | (11,795,000) | 1,224,000 |
Treasury Stock, at cost; 2016 - 4,375,833 shares at cost; 2015 - 4,308,795 shares at cost | (46,069,000) | (42,337,000) |
Total stockholders' equity | 454,370,000 | 406,633,000 |
Total liabilities and stockholders' equity | $ 694,532,000 | $ 584,031,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jul. 31, 2016 | Jul. 31, 2015 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 1,850 | $ 2,092 |
Preferred Stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred Stock, authorized shares | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common Stock, authorized shares | 75,000,000 | 75,000,000 |
Common Stock, shares issued | 46,084,047 | 45,913,154 |
Common Stock, shares outstanding | 41,708,214 | 41,604,359 |
Treasury Stock, shares | 4,375,833 | 4,308,795 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Net sales | |||
Product sales | $ 584,750,000 | $ 493,656,000 | $ 434,531,000 |
Product service | 80,005,000 | 71,348,000 | 54,218,000 |
Total net sales | 664,755,000 | 565,004,000 | 488,749,000 |
Cost of sales | |||
Product sales | 300,704,000 | 260,903,000 | 236,429,000 |
Product service | 54,865,000 | 50,634,000 | 39,021,000 |
Total cost of sales | 355,569,000 | 311,537,000 | 275,450,000 |
Gross profit | 309,186,000 | 253,467,000 | 213,299,000 |
Expenses: | |||
Selling | 99,062,000 | 80,787,000 | 66,519,000 |
General and administrative | 97,463,000 | 77,897,000 | 65,039,000 |
Research and development | 15,410,000 | 14,022,000 | 10,813,000 |
Total operating expenses | 211,935,000 | 172,706,000 | 142,371,000 |
Income from operations | 97,251,000 | 80,761,000 | 70,928,000 |
Interest expense | 3,408,000 | 2,432,000 | 2,380,000 |
Interest income | (88,000) | (68,000) | (63,000) |
Loss on sale of business | 2,206,000 | ||
Income before income taxes | 93,931,000 | 76,191,000 | 68,611,000 |
Income taxes | 33,978,000 | 28,238,000 | 25,346,000 |
Net income | $ 59,953,000 | $ 47,953,000 | $ 43,265,000 |
Earnings per common share: | |||
Basic (in dollars per share) | $ 1.44 | $ 1.16 | $ 1.05 |
Diluted (in dollars per share) | 1.44 | 1.15 | 1.04 |
Dividends per common share (in dollars per share) | $ 0.12 | $ 0.10 | $ 0.09 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Net income | $ 59,953,000 | $ 47,953,000 | $ 43,265,000 |
Other comprehensive loss: | |||
Foreign currency translation | (13,019,000) | (7,064,000) | (1,528,000) |
Reclassification adjustment to loss on sale of business for foreign currency translation gain included in net income during the period | (1,264,000) | ||
Unrealized holding losses on interest rate swaps arising during the period, net of tax | (30,000) | ||
Reclassification adjustments to interest expense for losses on interest rate swaps included in net income during the period, net of tax | 60,000 | ||
Reclassification adjustment to interest expense for ineffective hedge on interest rate swap included in net income during the period, net of tax | 73,000 | ||
Total other comprehensive loss | (13,019,000) | (8,328,000) | (1,425,000) |
Comprehensive income | $ 46,934,000 | $ 39,625,000 | $ 41,840,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Treasury Stock, at Cost | Total |
Balance at Jul. 31, 2013 | $ 4,518,000 | $ 134,853,000 | $ 203,762,000 | $ 10,977,000 | $ (32,978,000) | $ 321,132,000 |
Balance (in shares) at Jul. 31, 2013 | 41,138,121 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Exercises of options | $ 21,000 | 1,420,000 | (807,000) | 634,000 | ||
Exercises of options (in shares) | 187,468 | |||||
Repurchases of shares | (4,439,000) | (4,439,000) | ||||
Repurchases of shares (in shares) | (132,023) | |||||
Stock-based compensation | 5,409,000 | 5,409,000 | ||||
Issuance of restricted stock | $ 26,000 | (26,000) | ||||
Issuance of restricted stock (in shares) | 258,760 | |||||
Cancellations of restricted stock | $ (1,000) | 1,000 | ||||
Cancellations of restricted stock (in shares) | (10,066) | |||||
Excess tax benefit from exercises of stock options and vesting of restricted stock | 4,391,000 | 4,391,000 | ||||
Dividends on common stock | (3,721,000) | (3,721,000) | ||||
Net income | 43,265,000 | 43,265,000 | ||||
Other comprehensive income (loss) | (1,425,000) | (1,425,000) | ||||
Balance at Jul. 31, 2014 | $ 4,564,000 | 146,048,000 | 243,306,000 | 9,552,000 | (38,224,000) | 365,246,000 |
Balance (in shares) at Jul. 31, 2014 | 41,442,260 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Exercises of options | $ 13,000 | 981,000 | (386,000) | 608,000 | ||
Exercises of options (in shares) | 130,911 | |||||
Repurchases of shares | (3,727,000) | (3,727,000) | ||||
Repurchases of shares (in shares) | (100,286) | |||||
Stock-based compensation | 5,867,000 | 5,867,000 | ||||
Issuance of restricted stock | $ 15,000 | (15,000) | ||||
Issuance of restricted stock (in shares) | 144,278 | |||||
Cancellations of restricted stock | $ (1,000) | 1,000 | ||||
Cancellations of restricted stock (in shares) | (12,804) | |||||
Excess tax benefit from exercises of stock options and vesting of restricted stock | 3,168,000 | 3,168,000 | ||||
Dividends on common stock | (4,154,000) | (4,154,000) | ||||
Net income | 47,953,000 | 47,953,000 | ||||
Other comprehensive income (loss) | (8,328,000) | (8,328,000) | ||||
Balance at Jul. 31, 2015 | $ 4,591,000 | 156,050,000 | 287,105,000 | 1,224,000 | (42,337,000) | $ 406,633,000 |
Balance (in shares) at Jul. 31, 2015 | 41,604,359 | 41,604,359 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Repurchases of shares | (3,732,000) | $ (3,732,000) | ||||
Repurchases of shares (in shares) | (67,038) | |||||
Stock-based compensation | 8,361,000 | 8,361,000 | ||||
Issuance of restricted stock | $ 17,000 | (17,000) | ||||
Issuance of restricted stock (in shares) | 175,700 | |||||
Cancellations of restricted stock (in shares) | (4,807) | |||||
Excess tax benefit from exercises of stock options and vesting of restricted stock | 1,179,000 | 1,179,000 | ||||
Dividends on common stock | (5,005,000) | (5,005,000) | ||||
Net income | 59,953,000 | 59,953,000 | ||||
Other comprehensive income (loss) | (13,019,000) | (13,019,000) | ||||
Balance at Jul. 31, 2016 | $ 4,608,000 | $ 165,573,000 | $ 342,053,000 | $ (11,795,000) | $ (46,069,000) | $ 454,370,000 |
Balance (in shares) at Jul. 31, 2016 | 41,708,214 | 41,708,214 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Cash flows from operating activities | |||
Net income | $ 59,953,000 | $ 47,953,000 | $ 43,265,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 11,989,000 | 10,692,000 | 8,245,000 |
Amortization | 13,095,000 | 13,265,000 | 10,641,000 |
Stock-based compensation expense | 8,361,000 | 5,867,000 | 5,409,000 |
Amortization of debt issuance costs | 401,000 | 401,000 | 440,000 |
Loss on disposal of fixed assets | 553,000 | 360,000 | 501,000 |
Loss on sale of business | 2,206,000 | ||
Impairment of assets | 1,287,000 | ||
Fair value adjustments to acquisition related liabilities | (687,000) | (2,585,000) | 219,000 |
Deferred income taxes | (1,710,000) | (1,449,000) | (1,218,000) |
Excess tax benefits from stock-based compensation | (1,179,000) | (3,168,000) | (4,391,000) |
Changes in assets and liabilities, net of effects of business acquisitions/divestiture: | |||
Accounts receivable | (12,729,000) | (3,905,000) | (6,149,000) |
Inventories | (15,558,000) | (10,075,000) | (2,658,000) |
Prepaid expenses and other current assets | (2,850,000) | (2,996,000) | (2,388,000) |
Accounts payable and other current liabilities | 17,657,000 | (3,347,000) | 6,205,000 |
Income taxes | 2,972,000 | 4,564,000 | 6,151,000 |
Net cash provided by operating activities | 80,268,000 | 59,070,000 | 64,272,000 |
Cash flows from investing activities | |||
Capital expenditures | (18,889,000) | (12,760,000) | (13,541,000) |
Proceeds from disposal of fixed assets | 96,000 | 25,000 | 14,000 |
Proceeds from sale of business, net of cash retained and disposal costs | 3,767,000 | ||
Acquisition of businesses, net of cash acquired | (94,528,000) | (43,567,000) | (33,547,000) |
Other, net | 339,000 | 241,000 | (358,000) |
Net cash used in investing activities | (112,982,000) | (52,294,000) | (47,432,000) |
Cash flows from financing activities | |||
Borrowings under revolving credit facility | 96,500,000 | 47,000,000 | 28,000,000 |
Repayments under term loan facility | (5,000,000) | ||
Repayments under revolving credit facility | (59,000,000) | (49,000,000) | (37,500,000) |
Debt modification costs | (1,314,000) | ||
Proceeds from exercises of stock options | 608,000 | 634,000 | |
Dividends paid | (5,005,000) | (4,154,000) | (3,721,000) |
Excess tax benefits from stock-based compensation | 1,179,000 | 3,168,000 | 4,391,000 |
Purchases of treasury stock | (3,732,000) | (3,727,000) | (4,439,000) |
Net cash provided by (used in) financing activities | 29,942,000 | (6,105,000) | (18,949,000) |
Effect of exchange rate changes on cash and cash equivalents | (581,000) | (732,000) | (186,000) |
Decrease in cash and cash equivalents | (3,353,000) | (61,000) | (2,295,000) |
Cash and cash equivalents at beginning of period | 31,720,000 | 31,781,000 | 34,076,000 |
Cash and cash equivalents at end of period | $ 28,367,000 | $ 31,720,000 | $ 31,781,000 |
Business Description
Business Description | 12 Months Ended |
Jul. 31, 2016 | |
Business Description | |
Business Description | 1. Business Description Cantel Medical Corp. (“Cantel”) is a leading provider of infection prevention products and services in the healthcare market, specializing in the following operating segments: · Endoscopy : Medical device reprocessing systems, disinfectants, detergents and other supplies used to high-level disinfect rigid endoscopes, flexible endoscopes and other instrumentation and disposable infection control products intended to reduce the challenges associated with proper cleaning and high-level disinfection of numerous reusable components used in gastrointestinal (GI) endoscopy procedures. In September 2015, this segment commenced the sale of endoscope transport and storage systems, and a number of endoscopy consumable accessories. Additionally, this segment performs technical maintenance service on its products. · Water Purification and Filtration : Water purification equipment and services, filtration and separation products and disinfectant, sterilization and decontamination products and services for the medical, pharmaceutical, biotech, beverage and commercial industrial markets. · Healthcare Disposables : Single-use, infection prevention healthcare products including face masks, sterilization pouches, towels and bibs, tray covers, saliva ejectors, plastic cups, germicidal wipes and disinfectants, as well as products for maintaining safe dental unit waterlines. This segment also manufactures and sells biological and chemical indicators for sterility assurance monitoring services in the acute-care, alternate-care, dental and industrial (medical device, life science and other manufacturers) markets. In August 2016, this segment commenced the manufacture and sale of nitrous oxide conscious sedation equipment and related single-use disposable nasal masks. · Dialysis : Medical device reprocessing systems, sterilants/disinfectants, dialysate concentrates and other supplies for renal dialysis. In addition, through April 7, 2015, we had another operating segment, known as Specialty Packaging. This segment included 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. The Specialty Packaging operating segment, which comprised the Other reporting segment for financial reporting purposes, was divested on April 7, 2015 as further described in Note 19 to the Consolidated Financial Statements. Most of our equipment, consumables and supplies are used to help prevent the occurrence or spread of infections. We operate our four operating segments through wholly-owned subsidiaries in the United States and internationally. Our principal operating subsidiaries in the United States are Medivators Inc., Mar Cor Purification, Inc., Crosstex International, Inc. and SPS Medical Supply Corp. Internationally, our primary operating subsidiaries include Cantel Medical (UK) Limited, Cantel Medical Asia/Pacific Pte. Ltd., Cantel Medical Devices (China) Co., Ltd., Biolab Equipment Ltd., Medivators B.V., and Cantel Medical (Italy) S.r.l. and effective September 14, 2015, Medical Innovations Group Holdings Limited. Subsequent to its acquisition, we changed the name of Medical Innovations Group Holdings Limited to Cantel (UK) Limited. In fiscal 2016, we acquired (i) all of the issued and outstanding stock of Medical Innovations Group Holdings Limited and certain affiliated companies (collectively, “MI”) on September 14, 2015 (the “MI Acquisition”) and (ii) certain net assets of North American Science Associates, Inc.’s Sterility Assurance Monitoring Products division (“NAMSA”), on March 1, 2016 (the “NAMSA Acquisition”), as more fully described in Note 3 to the Consolidated Financial Statements. With the exception of acquisition costs primarily related to the MI Acquisition, the businesses of MI (the “MI Business”) and NAMSA (the “NAMSA Business”) did not have a significant effect on our consolidated results of operations in fiscal 2016 due to the size of the business in relation to our overall consolidated results of operations and are not reflected in our consolidated results of operations in fiscals 2015 and 2014. The MI Acquisition is included in our Endoscopy segment. The NAMSA Acquisition is included in our Healthcare Disposables segment. In fiscal 2015, we acquired (i) all of the issued and outstanding stock of MRLB International, Inc. (“MRLB”) on February 20, 2015 (the “DentaPure Acquisition”), (ii) certain net assets of Pure Water Solutions, Inc. (“PWS”) on January 1, 2015 (the “PWS Acquisition”) and (iii) all of the issued and outstanding stock of International Medical Service S.r.l. (“IMS”) on November 3, 2014 (the “IMS Acquisition”), as more fully described in Note 3 to the Consolidated Financial Statements. With the exception of acquisition related costs primarily related to the IMS Acquisition, the businesses of MRLB (the “DentaPure Business”), PWS (the “PWS Business”) and IMS (the “IMS Business”) did not have a significant effect on our consolidated results of operations in fiscals 2016 and 2015 due to the size of the businesses in relation to our overall consolidated results of operations and are not reflected in our consolidated results of operations in fiscal 2014. The DentaPure Business is included in our Healthcare Disposables segment. The PWS Business is included in our Water Purification and Filtration segment and the IMS Business is included in our Endoscopy segment. Subsequent to its acquisition, we changed the name of International Medical Service S.r.l. to Cantel Medical (Italy) S.r.l. In fiscal 2014, we acquired all the issued and outstanding capital stock of (i) PuriCore International Limited (“PuriCore”) on June 30, 2014 (the “PuriCore Acquisition”), (ii) Sterilator Company, Inc. (“Sterilator”) on January 7, 2014 (the “Sterilator Acquisition”) and (iii) Jet Prep Ltd. (“Jet Prep”) on November 5, 2013 (the “Jet Prep Acquisition”), as more fully described in Note 3 to the Consolidated Financial Statements. With the exception of acquisition related costs related to the PuriCore Acquisition and acquisition related fair value adjustments related to the Jet Prep Business, the businesses of Sterilator (the “Sterilator Business”), Jet Prep (the “Jet Prep Business”) and PuriCore (the “PuriCore Business”) did not have a significant effect on our consolidated results of operations in fiscals 2016, 2015 and 2014 due to the size of the acquisitions in relation to our overall consolidated results of operations. The PuriCore and Jet Prep Businesses are included in our Endoscopy segment and the Sterilator Business is included in our Healthcare Disposables segment. Subsequent to its acquisition, we changed the name of PuriCore to Cantel Medical (UK) Limited. 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. Subsequent Events On August 1, 2016, we acquired all of the issued and outstanding stock of Accutron, Inc. (“Accutron”), as more fully described in Note 3 to the Consolidated Financial Statements. The acquisition of Accutron will be included in our Healthcare Disposables segment. On September 26, 2016, we acquired certain net assets of Vantage Endoscopy Inc. (“Vantage”) related to the distribution and sale of our Medivators endoscopy products in Canada, as more fully described in Note 3 to the Consolidated Financial Statements. The acquisition of Vantage will be included in our Endoscopy segment. Primarily to fund the cash considerations paid and the costs associated with the acquisitions of Vantage and Accutron, we borrowed $61,000,000 subsequent to July 31, 2016 under our revolving credit facility, as more fully described in Notes 9 and 11 to the Consolidated Financial Statements. Since these two acquisitions occurred after July 31, 2016, their results of operations are not included in any periods presented. We performed a review of events subsequent to July 31, 2016. Based upon that review, no other subsequent events occurred that required updating to our Consolidated Financial Statements or disclosures. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 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 endoscopy and dialysis products, shipment terms are generally FOB origin for common carrier and when our distribution fleet is utilized (except for one large customer in dialysis and several endoscopy customers 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. With respect to a portion of water purification and filtration and endoscopy product sales, equipment is sold as part of a system for which the equipment is functionally interdependent or the customer’s purchase order specifies “ship-complete” as a condition of delivery; revenue recognition on such sales is deferred until all equipment has been delivered, or post-delivery obligations such as installation have been substantially fulfilled such that the products are deemed functional by the end-user. 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. A portion of our endoscopy, water purification and filtration and dialysis sales are recognized as multiple element arrangements, whereby revenue is allocated to the equipment, installation and consumable components based upon vendor specific objective evidence, which includes comparable historical transactions of similar equipment, installation and consumables sold as stand-alone components. If vendor-specific objective evidence of selling price is not available, we allocate revenue to the elements of the bundled arrangement using the estimated selling price method in order to qualify the components as separate units of accounting. Revenue on the equipment and consumables components are recognized as the equipment or consumable is shipped to customers and title passes. Revenue on the installation component is recognized when the installation is complete. A portion of our healthcare disposables sales relating to the mail-in spore test kit is recorded as deferred revenue when initially sold. We recognize the revenue on these test kits using an estimate based on historical experience of the amount of time that elapses from the point of sale to when the kit is returned to us and we communicate to the customer the results of the required laboratory test. The related cost of the kits is recorded in inventory and recognized in cost of sales as the revenue is earned. Revenue on service sales is recognized when repairs are completed at the customer’s location or when repairs are completed at our facilities and the products are shipped to customers. With respect to certain service contracts in our Endoscopy and Water Purification and Filtration operating segments, service revenue is recognized on a straight-line basis over the contractual term of the arrangement. None of our sales contain right-of-return provisions. 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 small portion of our product sales in each segment. 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, healthcare disposables, water purification and filtration and endoscopy customers, rebates are provided; such rebates, which consist primarily of volume rebates, are provided for as a reduction of sales at the time of revenue recognition and amounted to $5,944,000, $5,597,000, and $4,498,000 in fiscals 2016, 2015, and 2014, respectively. Such allowances are determined based on estimated projections of sales volume for the entire rebate periods. If it becomes known that sales volume to customers will deviate from original projections, the rebate provisions originally established would be adjusted accordingly. Our endoscopy products and services are sold directly to hospitals and other end-users in the United States and primarily to distributors internationally except for the United Kingdom, Italy, Netherlands, Singapore, China and Germany where we sell directly to hospitals and other end-users; water purification and filtration products and services are sold directly to hospitals, dialysis clinics, pharmaceutical and biotechnology companies, laboratories, medical products and service companies and other end-users as well as through third-party distributors; the majority of our healthcare disposable products are sold to third party distributors and with respect to some of our sterility assurance products, to hospitals, surgery centers, physician and dental offices, dental schools, medical research companies, laboratories and other end-users; and the majority of our dialysis products are sold to dialysis clinics and hospitals. 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 and 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 management’s 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 raw materials, work-in-process and finished 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 management’s 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. 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 shorter of the life of the asset or the life of the lease for leasehold improvements. Depreciation and amortization expense related to property and equipment in fiscals 2016, 2015 and 2014 was $11,989,000, $10,692,000 and $8,245,000, respectively. 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 3 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 responsible for determining if impairment exists and considers a number of factors, including third-party valuations, when making these determinations. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount before proceeding to step one of the two-step quantitative goodwill impairment test, if necessary. Such qualitative factors that are assessed include evaluating a segment’s financial performance, industry and market conditions, macroeconomic conditions and specific issues that can directly affect the segment such as changes in business strategies, competition, supplier relationships, operating costs, regulatory matters, litigation and the composition of the segment’s assets due to acquisitions or other events. At July 31, 2016, because we determined through qualitative factors that the fair values of our Endoscopy, Water Purification and Filtration and Healthcare Disposables segments were unlikely to be less than the carrying value, we did not proceed to step one of the two-step quantitative goodwill impairment test for those three segments. We performed step one of the two-step quantitative goodwill impairment test for Dialysis due to the continuing shift by our customers from reusable to single-use dialyzers, which is having an adverse impact on our business and is expected to continue, as further described in “Risk Factors”. In performing a detailed quantitative 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 weighted fair value results of the discounted cash flow methodology, as well as the market multiple and comparable transaction methodologies, where applicable. The first step is a review for potential impairment, and the second step measures the amount of impairment, if any. We perform our annual impairment review for indefinite lived intangibles by first assessing qualitative factors, such as those described above, to determine whether it is more likely than not that the fair value of such assets is less than the carrying values, and if necessary, we perform a quantitative analysis comparing the current fair value of our indefinite lived intangibles assets to their carrying values. At July 31, 2016, because we determined through qualitative factors that the fair values of all of our indefinite lived intangible assets were unlikely to be less than the carrying value, we did not perform a quantitative analysis for those assets. With respect to amortizable intangible assets when impairment indicators are present, management would determine whether expected future 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. Management concluded that none of our intangible assets or goodwill was impaired as of July 31, 2016. While the results of these annual reviews have historically not indicated impairment, impairment reviews are highly dependent on management’s projections of our future operating results and cash flows (which management believes to be reasonable), discount rates based on the Company’s 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 and earnings 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, 2016, the fair value of all of our reporting units 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 the exception of the impairment on an acquired license as further described in Note 6 to the Consolidated Financial Statements, 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. On July 31, 2016, management concluded that no other events or changes in circumstances have occurred that would indicate that the carrying amount of our long-lived assets may not be recoverable. Other Assets Debt issuance costs associated with our credit facilities are amortized to interest expense over the life of the credit facilities. As of July 31, 2016 and 2015, such debt issuance costs, net of related amortization, were included in other assets and amounted to $946,000 and $1,312,000, 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 certain endoscopy and water purification and filtration products that require installation may carry a warranty period of up to fifteen months. Additionally, many of our consumables, accessories and parts have a 90 day warranty. 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 Stock compensation expense is recognized for any option or stock award grant based upon the award’s fair value. All of our stock options 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), modifications to existing awards, accelerated vesting related to certain employment terminations and assumptions used in determining fair value, expected lives 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 approximately 0.2%), and the expected option life (which is based on historical exercise behavior). 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 adverse effect on our business, financial condition, results of operations or cash flows. 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 effected 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. Earnings Per Common Share Basic EPS is computed based upon the weighted average number of common shares outstanding for the year. Diluted EPS is computed based upon the weighted average number of common shares outstanding for 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. We include participating securities (unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents) in the computation of EPS pursuant to the two-class method. Our participating securities consist solely of unvested restricted stock awards, which have contractual participation rights equivalent to those of stockholders of unrestricted common stock. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities. Advertising Costs Our policy is to expense advertising costs as they are incurred. Advertising costs charged to expense were $3,349,000, $3,333,000 and $2,656,000 in fiscals 2016, 2015 and 2014, respectively. Income Taxes Our provision for income taxes is based on our current period income, changes in deferred income tax assets and liabilities, statutory income tax rates, changes in uncertain tax benefits and the deductibility of expenses or availability of tax credits in various taxing jurisdictions. Tax laws are complex, subject to different interpretations by the taxpayer and the respective governmental taxing authorities and are subject to future modification, expiration or repeal by government legislative bodies. We use significant judgment on a quarterly basis in determining our annual effective income tax rate and evaluating our tax positions. 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 as well as net operating loss carryforwards. 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. A review of our deferred tax items considers known future changes in various income tax rates, principally in the United States. If income tax rates were to change in the future, particularly in the United States and to a lesser extent Canada, the UK and Italy, our items of deferred tax could be materially affected. All of such evaluations require significant management judgments. 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. Any adjustments upon resolution of income tax uncertainties are recognized in our results of operations. Unrecognized tax benefits are analyzed periodically and adjustments are made as events occur to warrant adjustment to the related liability. Historically, we have not had significant unrecognized tax benefits. Business Combinations Acquisitions require significant estimates and judgments related to the fair value of assets acquired and liabilities assumed. We determine fair value based on the estimated price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Such initial fair value amounts as well as other acquired assets and liabilities, including deferred tax assets and liabilities, are sometimes refined requiring subsequent adjustments. 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 contingent consideration, certain deferred income tax liabilities, income tax and sales and use tax exposures, including tax liabilities related to our foreign subsidiaries, as well as reserves for accounts receivable, inventories, warranties and contingent obligations. We account for contingent consideration relating to business combinations as a liability and an increase to goodwill at 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. We determine the fair value of contingent consideration based on future operating projections under various potential scenarios and weight the probability of these outcomes. Similarly, other acquisition related liabilities can be required to be recorded at fair value at the date of the acquisition and continually re-measured at each balance sheet date, such as the assumed contingent obligation relating to the Jet Prep Acquisition and the contingent guaranteed obligation relating to the PuriCore Acquisition, as further described in Note 6 to the Consolidated Financial Statements. The ultimate settlement of liabilities relating to business combinations may be for amounts which are materially different from the amounts initially recorded and may cause volatility in our results of operations. 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, contingent consideration, contingent guaranteed obligations, 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. Such estimates and assumptions are subjective in nature. We reflect such amounts based upon the most recent information available. Recent Accounting Pronouncements In August 2016, the Financial Account Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, “Statement of Cash Flows” (“ASU 2016-15). This new guidance will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 (our fiscal year 2019). ASU 2016-15 will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable. We are currently in the process of evaluating the impact of ASU 2016-15 on our financial position and result of operations. In March 2016, the FASB issued ASU 2016-09, “ Improvements to Employee Share-Based Payment Accounting ” (“ASU 2016-09”), which simplifies the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements. The new guidance also requires that all tax-related cash flows resulting from share-based payments to be reported as operating activities in the Consolidated Statements of Cash Flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 (our fiscal year 2018), including interim periods within that reporting period. Early adoption is permitted as of the beginning of an interim or annual period. As such, we early adopted ASU 2016-09 on August 1, 2016. The adoption of ASU 2016-09 is expected to impact the recording of income taxes in our financial position and results of operations, as well as our operating and financing cash flows on our Consolidated Statements of Cash Flows. The magnitude of such impacts are dependent upon the Company’s future grants of stock-based compensation, the Company’s future stock price in relation to the fair value of awards on grant date and the exercise behavior of the Company’s option holders. In February 2016, FASB issued ASU 2016-02, “ Leases (Topic 842) ” (“ASU 2016-02”). The new guidance requires the recording of assets and liabilities arising from leases on the balance sheet accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements. The new guidance is expected to provide transparency of information and comparability among organizations. ASU 2016-02 is effective for fiscal years beginning after December 31, 2018 (our fiscal year 2019), including interim periods within that reporting period. Early adoption is permitted as of the beginning of an interim or annual period. We are currently in the process of evaluating the impact of ASU 2016-02 on our financial position and results of operations. In November 2015, the FASB issued ASU 2015-17, “ Balance Sheet Classification of Deferred Taxes (Topic 740) ” (“ASU 2015-17”), which eliminates the current requirement for companies to present deferred tax liabilities and assets as current and non-current in a classified balance sheet. To simplify the presentation of deferred income taxes, ASU 2015-17 requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016 (our fiscal year 2018), including interim periods within that reporting period. Early adoption is permitted as of the beginning of an interim or annual period. On July 31, 2016, we early adopted ASU 2015-17 on a prospective basis, as more fully described in Note 10 to the Consolidated Financial Statements. In September 2015, the FASB issued ASU 2015-16, “ Simplifying the Accounting for Measurement-Period Adjustments (Topic 805)” (“ASU 2015-16”). The new guidance requires an acquirer in a business combination to recognize a measurement-period adjustment during the period in which it determines the amount, and eliminates the requirement for an acquirer to account for measurement-period adjustments retrospectively. The acquirer must also disclose the amounts and reasons for adjustments to the provisional amounts. ASU 2015-16 is effective for fiscal years beginning after December 15, 2016 (our fiscal year 2018), including interim periods within that reporting period. Accordingly, we will adopt ASU 2015-06 in our first quarter of fiscal 2018. The adoption of ASU 2015-06 is not expected to have a significant impact upon on our financial position and results of operations. In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, “Inventory (Topic 330) Simplifying the Measurement of Inventory,” (“ASU 2015-11”). The new guidance more closely aligns the measurement of inventory in U.S. GAAP with the measurement of inventory in International Financial Reporting Standards by requiring companies using the first-in, first-out and average costs methods to measure inventory using the lower of cost and net realizable value, where net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016 (our fiscal year 2018), including interim periods within that reporting period. We are currently in the process of evaluating the impact of ASU 2015-11 on our financial position and results of operations. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs (Topic 835),” (“ASU 2015-03”). Under the new guidance, debt issuance costs are presented in the balance sheet as a direct deduction from the carrying amo |
Acquisitions
Acquisitions | 12 Months Ended |
Jul. 31, 2016 | |
Acquisitions | |
Acquisitions | 3. Acquisitions Post-Fiscal 2016 Vantage Endoscopy Inc.’s Medivators® Endoscopy Business On September 26, 2016, we acquired certain net assets of Vantage related to its distribution and sale of our Medivators endoscopy products in Canada (the “Vantage Business” or the “Vantage Acquisition”). Vantage was our exclusive distributor of Medivators capital equipment (e.g., automated endoscope reprocessors) and related consumables and accessories and had pre-acquisition adjusted annual revenues (unaudited) of approximately $11,000,000. The total consideration for the transaction, excluding acquisition-related costs, was $4,072,000, subject to net asset value adjustments. The Vantage Acquisition is included in our Endoscopy segment. The principal reasons for the Vantage Acquisition were (i) to sell our Endoscopy products on a direct basis in Canada, one of our largest markets outside of the United States, (ii) the establishment of a platform in Canada where we can sell additional products on a direct basis such as our endoscopy procedure products and transport and storage systems and (iii) the expectation that the acquisition will be accretive to our EPS in fiscal 2017 and beyond. The Vantage Acquisition is not included in our results of operations for any portion of fiscal 2016 or any prior period. Accutron, Inc. On August 1, 2016, we acquired all of the issued and outstanding stock of Accutron, a private company with pre-acquisition annual revenues (unaudited) of approximately $21,500,000 (the “Accutron Business” or the “Accutron Acquisition”). The Accutron Business designs, manufactures and sells nitrous oxide conscious sedation equipment and single use nasal masks for use in dental procedures. The total consideration for the transaction, excluding acquisition-related costs, was $52,500,000, subject to net asset value adjustments. The Accutron Acquisition is included in our Healthcare Disposables segment. The principal reasons for the Accutron Acquisition were (i) to broaden our Healthcare Disposable segment’s product portfolio by adding conscious sedation equipment and single-use nasal masks, (ii) the opportunity to cross-sell our existing Healthcare Disposable products, (iii) the addition of a high margin, branded product portfolio with compelling infection prevention benefits and (iv) the expectation that the acquisition will be accretive to our EPS in fiscal 2017 and beyond. The Accutron Acquisition is not included in our results of operations for any portion of fiscal 2016 or any prior period. Fiscal 2016 North American Science Associates, Inc. On March 1, 2016, we acquired certain net assets of North American Science Associates, Inc.’s Sterility Assurance Monitoring Products division, a business with pre-acquisition adjusted annual revenues (unaudited) of approximately $5,700,000 (the “NAMSA Business”). The business manufactures a broad suite of high-quality biological and chemical indicators which are used to accurately monitor the effectiveness of sterilization processes primarily for manufacturers of medical device, life science and other products. The total consideration for the transaction, excluding acquisition-related costs, was $13,424,000. The NAMSA Acquisition is included in our Healthcare Disposables segment. 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 $ Property, plant and equipment Amortizable intangible assets (10- year weighted average life): Customer relationships (10- year life) Technology (8- year life) Current liabilities Net assets acquired $ There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $3,687,000 was assigned to goodwill. Such goodwill, all of which is deductible for income tax purposes, is included in our Healthcare Disposables segment. The principal reasons for the NAMSA Acquisition were (i) the ability to broaden our Healthcare Disposable segment’s presence into the industrial market, (ii) the opportunity to cross-sell our existing Healthcare Disposable products, (iii) the strategic benefit and cost savings to our overall sterility assurance monitoring business, (iv) to enhance our new product development and overall research and development capabilities and (v) the expectation that the acquisition will be accretive to our EPS in fiscal 2017 and beyond. The NAMSA Business is included in our results of operations for the portion of fiscal 2016 subsequent to its acquisition date and is not included in fiscals 2015 and 2014. This acquisition did not have a significant effect on our consolidated results of operations in fiscal 2016 due to the size of the acquisition in relation to our overall consolidated results of operations. Medical Innovations Group Holdings Limited On September 14, 2015, we acquired all of the issued and outstanding stock of MI, a private company with pre-acquisition annual revenues (unaudited) of approximately $28,500,000 providing specialized endoscopy medical devices and products primarily in the United Kingdom (the “MI Business”). Principal products of MI include proprietary short-term and long-term endoscope transport and storage systems, a comprehensive range of endoscopic consumable accessories, OEM mobile medical carts, as well as specialized products for patient warming and patient transfer. With an employee base of approximately 100 individuals, including a complete sales organization and a manufacturing facility in Southend-on-Sea, England, the addition of MI complements our existing endoscopy business in the United States, the United Kingdom and other global markets. The MI Business is included in our Endoscopy segment. The total consideration for the transaction, excluding acquisition-related costs, was $79,597,000, net of a $212,000 net asset value adjustment to be paid by the sellers. 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 $ Property, plant and equipment Amortizable intangible assets (15- year weighted average life): Customer relationships (17- year life) Technology (10- year life) Brand names (12- year life) Current liabilities Deferred income tax liabilities Net assets acquired $ There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $40,006,000 was assigned to goodwill. Such goodwill, none of which is deductible for income tax purposes, is included in our Endoscopy segment. The principal reasons for the MI Acquisition were (i) the global expansion of our infection prevention product offerings in Endoscopy, (ii) the opportunity to sell our existing endoscopy products to MI’s installed base, (iii) the ability to combine the MI sales force with our existing United Kingdom organization to create what we believe will be a dominant UK sales force in endoscopy product sales and service, (iv) to achieve cost savings through various operating synergies, (v) the ability to leverage our direct sales force to accelerate the growth of MI products in the U.S. and various international markets, and (vi) the expectation that the acquisition will be accretive to our EPS in fiscal 2017 and beyond. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill. The MI Acquisition is included in our results of operations in the portion of fiscal 2016 subsequent to its acquisition date, and is not reflected in fiscals 2015 and 2014. Fiscal 2015 DentaPure On February 20, 2015, we purchased all of the issued and outstanding stock of MRLB, a private company with pre-acquisition annual revenues (unaudited) of approximately $2,300,000, to obtain the DentaPure ® product line. The DentaPure product line is a proprietary, iodinated resin filter cartridge system used by dentists to maintain safe water quality in dental unit waterlines. It has been integrated into our Crosstex product portfolio. The DentaPure Business is included in our Healthcare Disposables segment. The total consideration for the transaction was $9,980,000, excluding acquisition-related costs. 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 $ Property, plant and equipment Amortizable intangible assets (10- year weighted average life): Customer relationships (10- year life) Technology (10- year life) Brand names (10- year life) Current liabilities Deferred income tax liabilities Net assets acquired $ There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $6,104,000 was assigned to goodwill. Such goodwill, none of which is deductible for income tax purposes, is included in our Healthcare Disposables segment. The principal reasons for the DentaPure Acquisition were to (i) leverage the sales and marketing infrastructure of Crosstex by adding a branded, technologically differentiated, proprietary product line, (ii) strengthen our leadership position in a rapidly growing area of infection prevention, (iii) add a new product line that will provide for opportunities to cross-sell to biological monitoring customers and expand our waterline disinfection products and (iv) the expectation that the acquisition will be accretive to our EPS in fiscal 2017 and beyond. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill. The DentaPure Business is included in our results of operations for fiscal 2016 and the portion of fiscal 2015 subsequent to its acquisition date, and is not included in fiscal 2014. This acquisition did not have a significant effect on our consolidated results of operations in fiscals 2016 and 2015 due to the size of the business in relation to our overall consolidated results of operations. Pure Water Solutions, Inc. On January 1, 2015, we purchased substantially all of the net assets of PWS, a private company based out of Ridgeland, Mississippi with pre-acquisition annual revenues (unaudited) of approximately $8,000,000 that provides water treatment services for commercial and industrial, laboratory and medical customers. The PWS Business is included in our Water Purification and Filtration segment. The total consideration for the transaction, excluding acquisition-related costs, was $11,835,000. 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 $ Property, plant and equipment Amortizable intangible assets (12- year weighted average life): Customer relationships (12- year life) Brand names (1- year life) Other assets Current liabilities Net assets acquired $ There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $2,965,000 was assigned to goodwill. Such goodwill, all of which is deductible for income tax purposes, is included in our Water Purification and Filtration segment. The principal reasons for the PWS Acquisition were (i) to strengthen our sales and service business by adding PWS’s strategic southeastern United States market presence to enable us to better serve our national customers, (ii) to further expand our business into the commercial, laboratory and research segments and (iii) the expectation that the acquisition will be accretive to our EPS in fiscal 2016 and beyond. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill. The PWS Business is included in our results of operations in fiscal 2016 and the portion of fiscal 2015 subsequent to its acquisition date, and is not included in fiscal 2014. This acquisition did not have a significant effect on our consolidated results of operations in fiscals 2016 and 2015 due to the size of the business in relation to our overall consolidated results of operations. International Medical Service S.r.l. On November 3, 2014, we acquired all of the issued and outstanding stock of IMS, a privately owned company in Italy with pre-acquisition annual revenues (unaudited) of approximately $13,500,000 that manufactures and sells automated endoscope reprocessors (“AERs”), high-level disinfectant chemistries used in AERs, other infection prevention chemistries used in healthcare and dental markets, as well as technical service. The IMS Business is included in our Endoscopy segment. The total consideration for the transaction, excluding acquisition-related costs, was $24,610,000, which includes assumed debt of $2,498,000 which was subsequently repaid. 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 $ Property, plant and equipment Amortizable intangible assets (9- year weighted average life): Customer relationships (9- year life) Technology (9- year life) Other assets Current liabilities Deferred income tax liabilities Other long-term liabilities Net assets acquired $ There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $11,133,000 was assigned to goodwill. Such goodwill, none of which is deductible for income tax purposes, is included in our Endoscopy segment. Following the acquisition, we changed the name of IMS to Cantel Medical (Italy) S.r.l. The principal reasons for the IMS Acquisition were: (i) to add a high quality manufacturing facility in Europe, (ii) the expansion of our product offerings with a broader range of advanced endoscope reprocessing equipment suitable for various international markets, (iii) the opportunity to transition our existing Italy business from a distribution model to a direct sales model, (iv) the opportunity to leverage IMS’s chemistry manufacturing capabilities to enhance and expand our existing product portfolio while reducing freight and logistics expenses related to the export of chemistries from the United States, (v) the ability to expand our footprint and infrastructure in Europe and (vi) the expectation that the acquisition will be accretive to our EPS in fiscal 2016 and beyond. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill. The IMS Business is included in our results of operations in fiscal 2016 and the portion of fiscal 2015 subsequent to its acquisition date, and is not included in fiscal 2014. The IMS Business did not have a significant effect on our consolidated results of operations in fiscals 2016 and 2015 due to the size of the business in relation to our overall consolidated results of operations. Fiscal 2014 PuriCore International Limited On June 30, 2014, we acquired from PuriCore plc, a publicly traded company in the United Kingdom (“UK”), all the issued and outstanding stock of its subsidiary PuriCore International Limited, a company located in the UK with pre-acquisition annual revenues (unaudited) of approximately $25,000,000 that sells automated endoscope reprocessors, endoscope drying and storage cabinets, chemistry and consumables, as well as comprehensive maintenance and validation services, primarily in the UK. The total consideration for the transaction, excluding acquisition-related costs, was $27,675,000, net of a $337,000 net asset value adjustment paid by the seller in August 2014. The PuriCore Business is included in our Endoscopy segment. 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 $ Property, plant and equipment Amortizable intangible assets (9- year weighted average life): Customer relationships (10- year life) Technology (6- year life) Other (3- year life) Non-current deferred income tax assets, net Current liabilities Other long-term liabilities Net assets acquired $ There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $13,442,000 was assigned to goodwill. Such goodwill, none of which is deductible for income tax purposes, has been included in our Endoscopy segment. Following the acquisition, we changed the name of PuriCore to Cantel Medical (UK) Limited. In connection with the acquisition, we acquired certain ordinary course business assets and liabilities which included a contingent guaranteed obligation to reimburse an endoscope service company for endoscope repair costs it incurs when servicing its customers’ endoscopes that are damaged by one of PuriCore’s discontinued endoscope reprocessing machine models. Although the terms of the guarantee provide for no limit to the maximum potential future payments, we have estimated the fair value of the liability on the date of the acquisition to be approximately $1,414,000, of which $693,000 was recorded in current liabilities and $721,000 was recorded in other long-term liabilities at June 30, 2014. This contingent guaranteed obligation increased goodwill on the date of the acquisition and is continually re-measured at each balance sheet date by recording changes in the fair value of the liability to general administrative expenses in our Consolidated Statements of Income, as further explained in Note 6 of the Consolidated Financial Statements. At July 31, 2016, such liability was $441,000 of which $75,000 was recorded in current liabilities and $366,000 was recorded in other long-term liabilities. Since we are continually re-measuring the contingent guaranteed obligation at each balance sheet date and recording changes in the fair value through our Consolidated Statements of Income, we may potentially have earnings volatility in our future results of operations until the discontinued endoscope reprocessing machine model is no longer used in the marketplace. The principal reasons for the acquisition are as follows: (i) the expansion of our product offerings with a broader range of advanced endoscope reprocessing equipment suitable for various international markets, (ii) the opportunity to sell our chemistries and other products to PuriCore’s installed base through a direct sales force, (iii) the opportunity to transition our existing UK business from a distribution model to a direct sales model, (iv) the ability to expand our footprint and infrastructure in Europe and (v) the expectation that the acquisition will be accretive to our earnings per share in fiscal 2015 and beyond. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill. The PuriCore Business is included in our results of operations in fiscal 2016, fiscal 2015 and the portion of fiscal 2014 subsequent to its acquisition date. Sterilator Company, Inc. On January 7, 2014, we acquired all the issued and outstanding stock of Sterilator, a private company based in Cuba, New York that manufactures biological indicators and supplies for sterility assurance products, which are used to accurately monitor the effectiveness of sterilization processes. The total consideration for the transaction was $3,349,000, excluding transaction costs. 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 $ Property, plant and equipment Amortizable intangible assets (9- year weighted average life): Customer relationships (11- year life) Technology (8- year life) Current liabilities Deferred income tax liabilities Net assets acquired $ There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $1,727,000 was assigned to goodwill. Such goodwill, none of which is deductible for income tax purposes, has been included in our Healthcare Disposables segment. The principal reasons for this vertical acquisition were to (i) add one of our key long-standing suppliers of biological indicators to our portfolio providing a strategic benefit and cost savings to our overall sterility assurance monitoring business and (ii) strengthen our new product development and overall research and development capabilities. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill. The Sterilator Business is included in our results of operations in fiscal 2016, fiscal 2015 and the portion of fiscal 2014 subsequent to its acquisition date. Jet Prep Ltd. On November 5, 2013, we acquired all the issued and outstanding capital stock of Jet Prep, a private Israeli company that developed the Jet Prep TM Endoscopic Flushing Device, a novel single-use irrigation and aspiration catheter to improve visualization during colonoscopy procedures. The device has FDA 510(k) and CE Mark clearances and is in the beginning phase of commercialization by our global endoscopy sales force. Total consideration for the transaction, excluding transaction costs, was $5,350,000 plus preliminarily estimated contingent consideration of $2,490,000 based on a percentage of sales above a minimum threshold over a seven year period, as further explained below. The Jet Prep Acquisition is included in our Endoscopy segment. We account for contingent consideration by recording the fair value of contingent consideration as a liability and an increase in 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, on November 5, 2013 we increased contingent consideration and goodwill by $2,490,000 to record our initial estimated fair value of the contingent consideration that would be earned over the seven year period ending November 4, 2020. On a quarterly basis subsequent to November 5, 2013, we re-measured the fair value of the contingent consideration and recorded the changes in fair value by increasing both contingent consideration and general administrative expenses, as further explained in Note 6 of the Consolidated Financial Statements. At July 31, 2016, the estimated fair value was zero. In connection with the acquisition, we acquired certain ordinary course business assets and liabilities as well as an obligation to repay the Israeli Government for $810,000 of seed funding that was previously granted to Jet Prep. In accordance with the seed funding agreement, the Israeli Government is entitled to a return on their investment that can range from one to nine times their total grant based upon specific conditions set forth in the seed funding agreement and applicable Israeli law, including the acceleration of payments if we transfer certain operations of the company or intellectual property outside of Israel. We account for this assumed contingent obligation to the Israeli Government by recording the fair value as a liability and an increase in 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, on November 5, 2013 we increased accrued expenses by $4,000, other long-term liabilities by $1,716,000 and goodwill by $1,720,000 to record our initial estimated fair value of the assumed contingent obligation to the Israeli Government that would be earned on a percentage of sales over a forecasted period. On a quarterly basis subsequent to November 5, 2013, we re-measured the fair value of the assumed contingent liability and recorded the changes in fair value by increasing both other long-term liabilities and general administrative expenses, as further explained in Note 6 of the Consolidated Financial Statements. At July 31, 2016, the estimated fair value was $1,138,000, of which $12,000 was recorded in accrued expenses and $1,126,000 was recorded in other long-term liabilities. Since we are continually re-measuring the contingent consideration liability and the assumed contingent obligation at each balance sheet date and recording changes in the respective fair values through our Consolidated Statements of Income, we may potentially have significant earnings volatility in our future results of operations until the completion of the seven year period with respect to the contingent consideration and until the assumed contingent obligation is satisfied or until sales of the Jet Prep Ltd. products no longer exist. 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 $ Property, plant and equipment Amortizable intangible asset: Technology (7- year life) Current liabilities Other long-term liabilities Net assets acquired $ There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $5,783,000 was assigned to goodwill. Such goodwill, none of which is deductible for income tax purposes, has been included in our Endoscopy segment. The principal reasons for the acquisition were (i) to address a market need for an effective technology that improves colonoscopy visualization through the use of irrigation and suction, (ii) to expand our endoscopy product portfolio further bolstering the Medivators brand in the gastrointestinal (“GI”) suite, (iii) to further expand our research and development capability by adding accomplished engineers to our existing research and development team and (iv) the expectation that the acquisition will be accretive to our earnings per share in the future. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill. The Jet Prep Business is included in our results of operations in fiscal 2016, fiscal 2015 and the portion of fiscal 2014 subsequent to its acquisition date. Since the full commercialization of the Jet Prep Endoscopic Flushing Device has been delayed, this acquisition has not yet generated any sales and did not have a significant impact on our results of operations, except for recording the changes in fair values of the contingent consideration liability and the assumed contingent obligation through our Consolidated Statements of Income, as further explained in Note 6 to the Consolidated Financial Statements. |
Inventories, Net
Inventories, Net | 12 Months Ended |
Jul. 31, 2016 | |
Inventories, Net | |
Inventories, net | 4. Inventories, Net A summary of inventories is as follows: July 31, 2016 2015 Raw materials and parts $ $ Work-in-process Finished goods Reserve for excess and obsolete inventory Total $ $ |
Derivatives
Derivatives | 12 Months Ended |
Jul. 31, 2016 | |
Derivatives | |
Derivatives | 5. Derivatives We 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 recognized immediately in earnings. As of July 31, 2016, all of our derivatives were designated as hedges. We do not hold any derivative financial instruments for speculative or trading purposes. Changes in the value of the Euro, British Pound, Singapore dollar, Canadian dollar and the Chinese Renminbi against the United States dollar affect our results of operations because certain cash bank accounts, accounts receivable, and liabilities of Cantel and its subsidiaries are denominated and ultimately settled in United States dollars or these foreign currencies, but must be converted into each entity’s functional currency. In order to hedge against the impact of fluctuations in the value of the Euro, British Pound and Singapore dollar relative to the United States dollar on the conversion of such net assets into the functional currencies, we enter into short-term contracts to purchase Euros, British Pounds and Singapore dollars forward, which contracts are one-month in duration. These short-term contracts are designated as fair value hedge instruments. There were four foreign currency forward contracts with an aggregate value of $8,942,000 at July 31, 2016, which covered certain assets and liabilities that were denominated in currencies other than each entity’s functional currency. Such contracts expired on August 31, 2016. These foreign currency forward contracts are continually replaced with new one-month contracts as long as we have significant net assets that are denominated and ultimately settled in currencies other than each entity’s functional currency. For the fiscal year ended July 31, 2016, such forward contracts partially offset the impact on operations relating to certain assets and liabilities that were denominated in currencies other than each entity’s functional currency resulting in net currency conversion loss, net of tax, of $438,000 on the items hedged. Gains and losses related to hedging contracts to buy Euros, British Pounds and Singapore dollars forward are immediately realized within general and administrative expenses due to the short-term nature of such contracts. We do not currently hedge against the impact of fluctuations in the value of the Canadian dollar or Chinese Renminbi relative to the United States dollar because the overall foreign currency exposures relating to those currencies are currently not deemed significant. Additionally, we do not hedge transactions associated with the funding of international acquisitions due to the short-term nature of the foreign currency exposure. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jul. 31, 2016 | |
Fair Value Measurements | |
Fair Value Measurements | 6. Fair Value Measurements Fair Value Hierarchy We apply the provisions of Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” (“ASC 820”), for our financial assets and liabilities that are re-measured and reported at fair value each reporting period and our nonfinancial assets and liabilities that are re-measured and reported at fair value on a non-recurring basis. We define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three level fair value hierarchy to prioritize the inputs used in valuations, as defined below: Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis Our financial assets that are re-measured at fair value on a recurring basis include money market funds that are classified as cash and cash equivalents in the Consolidated Balance Sheets. These money market funds are classified within Level 1 of the fair value hierarchy and are valued using quoted market prices for identical assets. In connection with our June 2014 acquisition of a UK endoscopy company (“Cantel Medical (UK)”), we acquired a contingent guaranteed obligation to reimburse an endoscope service company for endoscope repair costs it incurs when servicing its customers’ endoscopes that are damaged by one of Cantel Medical (UK)’s discontinued endoscope reprocessing machine models. Although the terms of the guarantee provide for no limit to the maximum potential future payments, we estimated the fair value of the liability on the date of the acquisition to be approximately $1,414,000. This fair value measurement was based on significant inputs not observed in the market and thus represents a Level 3 measurement. The fair value of the contingent guaranteed obligation was based on the estimated cost to repair endoscopes that may be damaged by one of Cantel Medical (UK)’s discontinued endoscope reprocessing machine models that remain in the marketplace, the historical frequency of claims and the likely timeframe that each machine will continue to be used. As such, the determination of the fair value of this contingent guaranteed obligation is subjective in nature and can be impacted by significant changes in third party service repair rates, the frequency of claims and a change in the expected life of these discontinued machines. At the date of the acquisition, the cash flow projection relating to this contingent guaranteed obligation was discounted using a rate of 10.1%, which was based on the weighted average cost of capital of the acquired business plus a credit risk premium for non-performance risk. This liability is adjusted periodically by the reimbursement of repair costs, as well as recording changes in the fair value through our Consolidated Statements of Income driven by the time value of money and changes in the assumptions that were initially used in the valuation. Given the subjective nature of the assumptions used in the determination of fair value, we may potentially have earnings volatility in our future results of operations. However, the largest factor for the decrease in the initial fair value from $1,414,000 at June 30, 2014 to $441,000 at July 31, 2016 was the reimbursement of repair costs. On November 5, 2013, we recorded a $2,490,000 liability for the estimated fair value of contingent consideration and a $1,720,000 liability for the estimated fair value of an assumed contingent obligation payable to the Israeli Government relating to the Jet Prep Acquisition, as further described in Note 3 to the Consolidated Financial Statements. These fair value measurements were based on significant inputs not observed in the market and thus represent Level 3 measurements. The fair values of the contingent consideration liability and assumed contingent obligation were based on percentages of future sales projections of the Jet Prep Business, above a minimum threshold with respect to the contingent consideration, under various potential scenarios over a seven year period ending November 4, 2020 and weighting the probability of these outcomes. As such, the determinations of fair values of these contingent liabilities are subjective in nature and highly dependent on future sales projections. At the date of the acquisition, the cash flow projections relating to the contingent consideration and assumed contingent obligation were discounted using rates of 12.6% and 2.5%, respectively. The discount rate relating to the contingent consideration was based on the weighted average cost of capital of the acquired business plus a credit risk premium for non-performance risk. Since payment of the assumed contingent obligation to the Israeli Government is highly probable, the discount rate relating to this government obligation was based on a risk free rate plus a premium for non-performance risk. These two liabilities will be adjusted periodically by recording changes in the fair value through our Consolidated Statements of Income driven by the time value of money and changes in the assumptions that were initially used in the valuations. Due to the structure of the acquisition, any such adjustments through our Consolidated Statements of Income will not be tax effected, except for amounts in excess of $810,000 with respect to the assumed contingent obligation, therefore impacting our effective tax rate. The actual contingent consideration and assumed contingent obligation have the potential of being between zero and a percentage of unlimited sales that could occur until the completion of the seven year period with respect to the contingent consideration liability and until the assumed contingent obligation is satisfied in full, or until the sales of the Jet Prep products no longer exist. However, with respect to the contingent consideration, the different likely scenarios of future sales projections used in our fair value determination at July 31, 2016 resulted in total potential contingent consideration payments to be zero. The decrease in the initial fair value from $2,490,000 at November 5, 2013 to zero at July 31, 2016 was primarily due to the delay in commercialization, changes in probability factors and future sales projections based on the results of several market research analyses, product modification plans, updated pricing models and the remaining years in the seven year measurement period. With respect to the assumed contingent obligation, the different likely scenarios of future sales projections used in our fair value determination at July 31, 2016 along with the requirement to repay at least the original seed funding with interest to the Israeli Government resulted in a fair value of $1,138,000 at July 31, 2016. Given the subjective nature of the assumptions used in the determinations of fair value, we may potentially have further earnings volatility in our future results of operations related to these Jet Prep obligations. The fair values of the Company’s financial instruments measured on a recurring basis were categorized as follows: July 31, 2016 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money markets $ $ — $ — $ Total assets $ $ — $ — $ Liabilities: Accrued expenses: Assumed contingent obligation $ — $ — $ $ Contingent guaranteed obligation — — Total accrued expenses — — Other long-term liabilities: Assumed contingent obligation — — Contingent guaranteed obligation — — Total other long-term liabilities: — — Total liabilities $ — $ — $ $ July 31, 2015 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money markets $ $ — $ — $ Total assets $ $ — $ — $ Liabilities: Accrued expenses: Assumed contingent obligation $ — $ — $ $ Contingent guaranteed obligation — — Total accrued expenses — — Other long-term liabilities: Contingent consideration — — Assumed contingent obligation — — Contingent guaranteed obligation — — Total other long-term liabilities: — — Total liabilities $ — $ — $ $ A reconciliation of our liabilities that are measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) for fiscals 2016, 2015 and 2014 is as follows: Jet Prep Cantel Medical (UK) Byrne Jet Prep Assumed Contingent Price Contingent Contingent Guaranteed Floor Consideration Obligation Obligation Total Balance, July 31, 2013 $ $ — $ — $ — $ Total net unrealized (gains) losses included in general and administrative expense in earnings — Net purchases, issuances, sales and settlements — Balance, July 31, 2014 — Total net unrealized gains included in general and administrative expense in earnings — — Net purchases, issuances, sales and settlements — — — Balance, July 31, 2015 — Total net unrealized (gains) losses included in general and administrative expense in earnings — — Net purchases, issuances, sales and settlements — — — Balance, July 31, 2016 $ — $ — $ $ $ Assets Measured and Recorded at Fair Value on a Nonrecurring Basis We re-measure the fair value of certain assets, such as intangible assets, goodwill and long-lived assets, including property, equipment and other assets, 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, as further described in Notes 2 and 7 to the Consolidated Financial Statements. As the inputs utilized for our periodic impairment assessments are not based on observable market data, but are based on management’s assumptions and estimates, our goodwill, intangibles and long-lived assets are classified within Level 3 of the fair value hierarchy on a non-recurring basis. In September 2013, we acquired a license from a third party granting us the exclusive right to manufacture, commercialize, distribute and sell an endoscopy product in exchange for a series of payments, which totaled $1,000,000 at January 31, 2015 and was recorded in other assets in our Consolidated Balance Sheets. We evaluated this long-lived asset for potential impairment and determined that the future use of this acquired license was unlikely based on a recent product analysis. Accordingly, we deemed the acquired license, together with related fixed assets of $287,000, to be fully impaired and recorded a loss of $1,287,000 during fiscal 2015 based on expected cash flows of the related endoscopy product, which was recorded in general and administrative expenses and as reductions in other assets and property and equipment in the Consolidated Financial Statements. Management concluded on July 31, 2016 that none of our long-lived assets, including goodwill and intangibles with indefinite-lives, were impaired and no events or changes in circumstances have occurred during fiscal 2016 that would indicate that the carrying amount of our long-lived assets may not be recoverable. Disclosure of Fair Value of Financial Instruments As of July 31, 2016 and 2015, the carrying amounts for cash and cash equivalents (excluding money markets), accounts receivable and accounts payable approximated fair value due to the short maturity of these instruments. We believe that as of July 31, 2016 and 2015, the fair value of our outstanding borrowings under our credit facility approximated the carrying value of those obligations since the borrowing rates were at prevailing market interest rates. |
Intangibles and Goodwill
Intangibles and Goodwill | 12 Months Ended |
Jul. 31, 2016 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 7. 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 3-20 years and have a weighted average amortization period of 12 years. Amortization expense related to intangible assets was $13,095,000, $13,265,000 and $10,641,000 for fiscals 2016, 2015 and 2014, respectively. Our intangible assets that have indefinite useful lives, and therefore are not amortized, consist of trademarks and trade names. The Company’s intangible assets consist of the following: July 31, 2016 Accumulated Gross Amortization Net Intangible assets with finite lives: Customer relationships $ $ $ Technology Brand names Non-compete agreements Patents and other registrations Trademarks and tradenames — Total intangible assets $ $ $ July 31, 2015 Accumulated Gross Amortization Net Intangible assets with finite lives: Customer relationships $ $ $ Technology Brand names Non-compete agreements Patents and other registrations Trademarks and tradenames — Total intangible assets $ $ $ Estimated annual amortization expense of our intangible assets for the next five years is as follows: Year Ending July 31, 2017 $ 2018 2019 2020 2021 Goodwill changed during fiscals 2016 and 2015 as follows: Water Purification Healthcare Total Endoscopy and Filtration Disposables Dialysis Other Goodwill Balance, July 31, 2014 $ $ $ $ $ $ Acquisitions — — Foreign currency translation — — Sale of business — — — — Balance, July 31, 2015 — Acquisitions — — — Foreign currency translation — — — Balance, July 31, 2016 $ $ $ $ $ — $ On July 31, 2016, we performed impairment studies of the Company’s goodwill and indefinite lived trademarks and trade names and concluded that such assets were not impaired. While the results of these annual reviews have historically not indicated impairment, impairment reviews are highly dependent on management’s projections of our future operating results and cash flows (which management believes to be reasonable), discount rates based on the Company’s 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, 2016, the fair value of all of our reporting units exceeded book value by substantial amounts. However, we believe the most significant assumptions impacting the impairment assessment of Dialysis relate to the assumed rate in which annual sales will decline as well as the expected future operating efficiencies included in our projections of future operating results and cash flows of this segment. If future operating results and cash flows are substantially less than our projections, future impairment charges may be recorded. On July 31, 2016, management concluded that no events or changes in circumstances have occurred in fiscal 2016 that would indicate that the carrying amount of our intangible assets and goodwill may not be recoverable. |
Warranties
Warranties | 12 Months Ended |
Jul. 31, 2016 | |
Warranties | |
Warranties | 8. Warranties A summary of activity in the warranty reserves follows: Year Ended July 31, 2016 2015 Beginning balance $ $ Acquisitions Provisions Settlements Foreign currency translation Ending balance $ $ The warranty provisions and settlements in fiscals 2016 and 2015 relate principally to the Company’s endoscope reprocessing and water purification products. Warranty reserves are included in accrued expenses in the Consolidated Balance Sheets. |
Financing Arrangements
Financing Arrangements | 12 Months Ended |
Jul. 31, 2016 | |
Financing Arrangements | |
Financing Arrangements | 9. Financing Arrangements On March 4, 2014, we entered into a $250,000,000 Third Amended and Restated Credit Agreement (the “2014 Credit Agreement”). The 2014 Credit Agreement includes a five-year $250,000,000 senior secured revolving facility with sublimits of up to $100,000,000 for borrowings in foreign currencies, $30,000,000 for letters of credit and $10,000,000 for swing line loans (the “2014 Revolving Credit Facility”). Subject to the satisfaction of certain conditions precedent including the consent of the lenders, the Company may from time to time increase the 2014 Revolving Credit Facility by an aggregate amount not to exceed $100,000,000. The senior lenders include Bank of America N.A. (the lead bank and administrative agent), PNC Bank, National Association and Wells Fargo Bank, National Association. The 2014 Credit Agreement expires on March 4, 2019. Additionally, subject to certain restrictions and conditions (i) any of our domestic or foreign subsidiaries may become borrowers and (ii) borrowings may occur in multi-currencies. Furthermore, we incurred debt issuance costs of $1,318,000 relating to the 2014 Credit Agreement which was recorded in other assets along with the remaining unamortized debt issuance costs of $512,000 relating to our former revolving credit facility. The total of these two amounts is being amortized over the life of the 2014 Credit Agreement. At July 31, 2016, unamortized debt issuance costs recorded in other assets amounted to $946,000. Borrowings under the 2014 Credit Agreement bear interest at rates ranging from 0.25% to 1.25% above the lender’s base rate, or at rates ranging from 1.25% to 2.25% above the London Interbank Offered Rate (“LIBOR”), depending upon the Company’s “Consolidated Leverage Ratio,” which is defined as the consolidated ratio of total funded debt to earnings before interest, taxes, depreciation and amortization, and as further adjusted under the terms of the 2014 Credit Agreement (“Consolidated EBITDA”). At July 31, 2016, the lender’s base rate was 3.50% and the LIBOR rates ranged from 0.47% to 1.33%. The margins applicable to our outstanding borrowings were 0.50% above the lender’s base rate or 1.50% above LIBOR. All of our outstanding borrowings were under LIBOR contracts at July 31, 2016. The 2014 Credit Agreement also provides for fees on the unused portion of our facility at rates ranging from 0.20% to 0.40%, depending upon our Consolidated Leverage Ratio; such rate was 0.25% at July 31, 2016. The 2014 Credit Agreement contains affirmative and negative covenants reasonably customary for similar credit facilities and is secured by (i) substantially all assets of Cantel and its United States-based subsidiaries, (ii) a pledge by Cantel of all of the outstanding shares of its United States-based subsidiaries and 65% of the outstanding shares of certain of Cantel’s foreign-based subsidiaries and (iii) a guaranty by Cantel’s domestic subsidiaries. We are in compliance with all financial and other covenants under the 2014 Credit Agreement. On July 31, 2016, we had $116,000,000 of outstanding borrowings under the 2014 Credit Agreement. Subsequent to July 31, 2016, we borrowed $61,000,000 to fund the purchase price and transaction costs of the Accutron and Vantage acquisitions and repaid $6,000,000 resulting in total outstanding borrowings of $171,000,000 at September 29, 2016, none of which is required to be repaid until March 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2016 | |
Income Taxes | |
Income Taxes | 10. Income Taxes The consolidated effective tax rate was 36.2%, 37.1% and 36.9% for fiscals 2016, 2015 and 2014, respectively, and reflects income tax expense for our United States and international operations at their respective statutory rates. The provision for income taxes consists of the following: Year Ended July 31, 2016 2015 2014 Current Deferred Current Deferred Current Deferred United States: Federal $ $ $ $ $ $ State International Total $ $ $ $ $ $ The geographic components of income before income taxes are as follows: Year Ended July 31, 2016 2015 2014 United States $ $ $ International Total $ $ $ The consolidated effective income tax rate differed from the United States statutory tax rate of 35.0% in fiscals 2016, 2015 and 2014 due to the following: Year Ended July 31, 2016 2015 2014 Expected statutory tax % % % Differential attributable to: Foreign operations % % % State and local taxes % % % Domestic production deduction % % % Acquisition related items, net (a) — % % % Loss on sale of business — % % — % R&E tax credit % % % Change in foreign tax rates % — % — % Other % % % Consolidated effective tax rate % % % (a) Acquisition related items, net, consisted of non-deductible transaction costs net of non-taxable, favorable fair value adjustments of contingent liabilities, as more fully described in Note 6 to the Consolidated Financial Statements. Deferred income tax assets and liabilities are comprised of the following: July 31, 2016 2015 Deferred tax assets: Accrued expenses $ $ Inventories Accounts receivable Other long-term liabilities Stock-based compensation Capital investment Domestic NOLs — Foreign NOLs Subtotal Valuation allowance Deferred tax liabilities: Property and equipment Intangible assets Goodwill Net deferred tax liabilities $ $ Reported in Consolidated Balance Sheets as: Deferred income taxes - current asset $ — $ Deferred income taxes - noncurrent liability $ $ Consistent with the intent of ASU 2015-17 to simplify the presentation of deferred income taxes, we elected to adopt ASU 2015-17 on a prospective basis at July 31, 2016. Therefore, as a result of this change in accounting principles, the prior year was not retrospectively adjusted and our current deferred tax assets were reclassified as a reduction to non-current deferred tax liabilities. For foreign tax reporting purposes, our Net Operating Losses (“NOLs”) at July 31, 2016 are $5,154,000 and originated primarily from foreign acquisitions. Most of these NOLs do not expire and are fully available for utilization against future profits in certain non-U.S. tax jurisdictions. However, we have recorded a valuation allowance of $2,334,000 for these foreign NOLs, which are primarily associated with certain early-stage foreign operations. Since these early-stage foreign operations are not yet generating profits, we believe it is more likely than not that we will be unable to utilize these NOLs. During fiscals 2016 and 2015, no dividends were repatriated from our foreign subsidiaries. All of the undistributed earnings of our foreign subsidiaries are considered to be indefinitely reinvested at July 31, 2016. Accordingly, deferred taxes are not provided on undistributed earnings of foreign subsidiaries that are indefinitely reinvested. At July 31, 2016, the cumulative amount of such undistributed earnings indefinitely reinvested outside the United States was approximately $23,395,000. Determining the tax liability that would arise if these earnings were remitted is not practical. 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 tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Any adjustments upon resolution of income tax uncertainties are recognized in our results of operations. 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 nominal amount of our unrecognized tax benefits relating to uncertain tax positions. A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows: Unrecognized Tax Benefits Unrecognized tax benefits on July 31, 2013 $ Activity during fiscal 2014 Unrecognized tax benefits on July 31, 2014 — Activity during fiscal 2015 — Unrecognized tax benefits on July 31, 2015 — Activity during fiscal 2016 — Unrecognized tax benefits on July 31, 2016 $ — The Company concluded an audit by the Internal Revenue Service (“IRS”) for fiscal years 2013 and 2012 and has been recently notified by the IRS of an audit for fiscal year 2015. With respect to state or foreign income tax examinations, the Company is generally no longer subject to examinations for fiscal years ended prior to July 31, 2008. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | 11. Commitments and Contingencies Long-Term Contractual Obligations As of July 31, 2016, 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) 2017 2018 2019 2020 2021 Thereafter Total Maturity of the credit facility $ — $ — $ $ — $ — $ — $ Expected interest payments under the credit facility (1) — — — Minimum commitments under noncancelable operating leases Compensation agreements (2) Assumed contingent liability (3) Contingent guaranteed obligation (4) — — — Other long-term obligations — Total contractual obligations $ $ $ $ $ $ $ (1) Primarily to fund the cash consideration paid and the costs associated with the Accutron and Vantage acquisitions, we borrowed $55,000,000 in August 2016 and $6,000,000 in September 2016, respectively, under our revolving credit facility, and repaid $6,000,000, therefore increasing the 2019 maturities of the credit facility from $116,000,000 at July 31, 2016 to $171,000,000 at September 29, 2016. Accordingly, the expected interest payments under the credit facility will be approximately $1,232,000 higher on an annualized basis as of September 29, 2016 than the amounts shown herein. The expected interest payments under our credit facility reflect an interest rate of 2.24%, which was our weighted average interest rate on outstanding borrowings at July 31, 2016. (2) Amounts include $4,500,000, of which $3,823,000 is payable in fiscal 2017, due to the planned retirement of our former CEO. Effective August 1, 2016 in conjunction with the Accutron Acquisition, we entered into additional compensation agreements which would increase fiscal years 2017 and 2018 by $400,000 each compared to amounts shown herein. (3) These future potential payments of an assumed contingent liability relate to the Jet Prep Acquisition, as further explained below, and are reflected in the July 31, 2016 Consolidated Balance Sheet at its net present value of $1,138,000 using a discount rate of 2.5%. (4) These future potential payments of a contingent guaranteed obligation relate to Cantel Medical (UK), as further explained below and Note 6 to the Consolidated Financial Statements. Operating Leases Minimum commitments under operating leases include minimum rental commitments for our leased manufacturing facilities, warehouses, office space and equipment. Four of the more significant leases that contain escalation clauses are two building leases for our Water Purification and Filtration business and two building leases for our Healthcare Disposables 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 $17,200 during fiscal 2017 and escalates annually to approximately $20,100 in fiscal 2025 when it expires. The Toronto building lease provides for monthly base rent of approximately $12,800 in fiscal 2017 and escalates annually to approximately $13,300 in fiscal 2020 when it expires. Both the Philadelphia and Toronto building leases are guaranteed by Cantel. The Healthcare Disposables segment has two 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 $19,300 during fiscal 2017 and escalates annually to approximately $20,700 in fiscal 2024 when it expires. The second building lease in Santa Fe Springs, California provides for monthly base rent of approximately $18,600 in fiscal 2017 and escalates annually to approximately $20,100 in fiscal 2020 when it expires. Our Healthcare Disposables business also leases a building in Cuba, New York for manufacturing and warehousing with monthly base rent of approximately $8,000 until it expires in fiscal 2019. This facility is owned by an entity controlled by two former owners of Sterilator who are now also employees in our Healthcare Disposable segment. Our Endoscopy business leases a building in Conroe Park, Texas for manufacturing and warehousing with monthly base rent of approximately $31,800 in fiscal 2017 and it escalates annually to $33,000 in fiscal 2021. Rent expense related to operating leases for fiscal 2016 was recorded on a straight-line basis and aggregated $6,675,000, compared with $6,025,000 and $4,409,000 for fiscals 2015 and 2014, respectively. The increase in rent expense in fiscal 2015 was primarily due to the acquisitions of PuriCore and IMS on June 30, 2014 and November 3, 2014, respectively. Contingent Consideration and Assumed Contingent Liability In relation to the Jet Prep Acquisition, we have recorded at July 31, 2016 a $1,138,000 liability for the estimated fair value of an assumed contingent obligation payable to the Israeli Government, as further described in Note 6 to the Consolidated Financial Statements, which will be payable based on future sales of the Jet Prep Business. Additionally, in connection with the PuriCore Acquisition, we assumed a contingent guaranteed obligation to reimburse an endoscope service company for endoscope repair costs it incurs when servicing its customers’ endoscopes that are damaged by one of PuriCore’s discontinued endoscope reprocessing machine models, as further described in Note 6 to the Consolidated Financial Statements. As such, the estimates of the annual required payments as well as the fair value of these contingent liabilities are subjective in nature and highly dependent on future sales projections. Additionally, since we will be continually re-measuring these liabilities at each balance sheet date and recording changes in the respective fair values through our Consolidated Statements of Income, we may potentially have earnings volatility in our future results of operations until the assumed contingent obligation and contingent guaranteed obligation are satisfied, or until the sales of the Jet Prep products no longer exist. Compensation Agreements We have previously entered into various severance contracts with executives of the Company, including our corporate executive officers and certain of our subsidiary Chief Executive Officers, which define certain compensation arrangements relating to various employment termination scenarios, and multi-year employment agreements with certain executive officers of businesses we have acquired. Additionally, in March 2016 we entered into a succession plan agreement due to the planned retirement of our Chief Executive Officer who was succeeded on July 31, 2016, but remains employed as a Senior Advisor until October 15, 2016. This succession plan agreement requires future payments to our former Chief Executive Officer beginning in fiscal 2017 for transition-related services. The majority of those future payments are being recorded in general and administrative expenses from March 17, 2016 through his October 15, 2016 retirement date. Other Long-Term Obligations In relation to the IMS Acquisition on November 3, 2014, we assumed an $843,000 liability to the central bank of Italy as part of funding provided by an Italian government agency, of which $187,000 and $656,000 were recorded in accrued expenses and other long-term liabilities, respectively. Such amount was a portion of the financial support obtained from the Italian government’s Ministry of Education, Universities and Research to fund research and development activity relating to IMS’s automated endoscope reprocessors. The liability is payable in semi-annual installments, bears interest at 0.25% per annum and has a maturity date of January 1, 2019. At July 31, 2016, $415,000 is outstanding, of which $165,000 is recorded in accrued expense and $250,000 is recorded in other long-term liabilities. Additionally, other long-term obligations include deferred compensation arrangements for certain former Medivators directors and officers and is recorded in other long-term liabilities. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Jul. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) | |
Accumulated other comprehensive income (loss) | 12. Accumulated Other Comprehensive (Loss) Income The components and changes in accumulated other comprehensive (loss) income for fiscals 2016, 2015 and 2014 were as follows: Foreign Currency Interest Rate Translation Swap Adjustments Agreements Total Balance, July 31, 2013 $ $ Other comprehensive loss before reclassifications Income tax effect on other comprehensive loss before reclassifications — Reclassification adjustments to interest expense for losses on interest rate swaps included in net income during the year — Reclassification adjustments for ineffective hedge on interest rate swap included in net income during the year — Income tax effect on reclassification adjustments — Balance, July 31, 2014 — Other comprehensive loss — Reclassification adjustment to loss on sale of business for foreign currency translation gain included in net income during the year — Balance, July 31, 2015 — Other comprehensive loss — Balance, July 31, 2016 $ $ — $ |
Earnings Per Common Share
Earnings Per Common Share | 12 Months Ended |
Jul. 31, 2016 | |
Earnings Per Common Share | |
Earnings Per Common Share | 13. Earnings Per Common Share Basic EPS is computed based upon the weighted average number of common shares outstanding during the year. Diluted EPS is 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. We include participating securities (unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents) in the computation of EPS pursuant to the two-class method. Our participating securities consist solely of unvested restricted stock awards, which have contractual participation rights equivalent to those of stockholders of unrestricted common stock. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities. The following table sets forth the computation of basic and diluted EPS available to shareholders of common stock (excluding participating securities): Year Ended July 31, 2016 2015 2014 Numerator for basic and diluted earnings per share: Net income $ $ $ Less income allocated to participating securities Net income available to common shareholders $ $ $ Denominator for basic and diluted earnings per share, as adjusted for participating securities: Denominator for basic earnings per share - weighted average number of shares outstanding attributable to common stock Dilutive effect of stock options using the treasury stock method and the average market price for the year Denominator for diluted earnings per share - weighted average number of shares and common stock equivalents attributable to common stock Earnings per share attributable to common stock: Basic earnings per share $ $ $ Diluted earnings per share $ $ $ Stock options excluded from weighted average dilutive common shares outstanding because their inclusion would have been antidilutive — — — A reconciliation of weighted average number of shares and common stock equivalents attributable to common stock, as determined above, to the Company’s total weighted average number of shares and common stock equivalents, including participating securities, is set forth in the following table: Year Ended July 31, 2016 2015 2014 Denominator for diluted earnings per share - weighted average number of shares and common stock equivalents attributable to common stock Participating securities Total weighted average number of shares and common stock equivalents attributable to both common stock and participating securities |
Repurchase of Shares
Repurchase of Shares | 12 Months Ended |
Jul. 31, 2016 | |
Repurchase of Shares | |
Repurchase of Shares | 14. Repurchase of Shares The Company does not currently have a publicly announced stock repurchase program. All of the shares purchased during fiscals 2016 and 2015 represent shares surrendered to the Company relating to cashless exercises of stock options and to pay employee withholding taxes due upon the vesting of restricted stock or the exercise of stock options. In fiscals 2016 and 2015, such purchases amounted to 67,038 and 109,367 shares at a total average price per share of $55.68 and $37.61, respectively. 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jul. 31, 2016 | |
Stock-Based Compensation | |
Stock-Based Compensation | 15. 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, 2016 2015 2014 Cost of sales $ $ $ Operating expenses: Selling General and administrative Research and development Total operating expenses Stock-based compensation before income taxes Income tax benefits Total stock-based compensation expense, net of tax $ $ $ The above stock-based compensation expense before income taxes was recorded in the Consolidated Financial Statements as stock-based compensation expense and an increase to additional paid-in capital. The related income tax benefits were recorded as an increase to long-term deferred income tax assets (which are netted with long-term deferred income tax liabilities) and a reduction to income tax expense. All of our stock options and stock awards 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 over the vesting period, reduced by estimated forfeitures. At July 31, 2016, total unrecognized stock-based compensation expense, before income taxes, related to total nonvested stock options and stock awards was $8,960,000 with a remaining weighted average period of 15 months over which such expense is expected to be recognized. The majority of our nonvested awards relate to stock awards. We determine the fair value of each stock award using the closing market price of our common stock on the date of grant. A summary of nonvested stock award activity follows: Weighted Number of Average Shares Fair Value Nonvested stock awards at July 31, 2013 $ Granted Canceled Vested Nonvested stock awards at July 31, 2014 Granted Canceled Vested Nonvested stock awards at July 31, 2015 $ Granted Canceled Vested Nonvested stock awards at July 31, 2016 $ The fair value of each option grant was estimated on the date of grant using the Black-Scholes option valuation model with the following assumptions: Weighted-Average Black-Scholes Option Year Ended Year Ended Valuation Assumptions July 31, 2016 July 31, 2015 Dividend yield % % Expected volatility (1) % % Risk-free interest rate (2) % % Expected lives (in years) (3) (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 deductible for tax purposes in the valuation model. Such non-qualified options were tax-effected using the Company’s estimated U.S. effective tax rate at the time of grant. In fiscals 2016 and 2015, the weighted average fair value of options granted was $26.49 and $11.54, respectively. There were no option exercises during the twelve months ended July 31, 2016. The aggregate intrinsic value (i.e. the excess market price over the exercise price) of all options exercised was approximately $5,178,000 and $5,702,000 in fiscals 2015 and 2014, respectively. The aggregate fair value of all options vested was approximately $344,000, $248,000 and $127,000 in fiscals 2016, 2015 and 2014, respectively. A summary of stock option activity follows: Weighted Number of Average Shares Exercise Price Outstanding at July 31, 2013 $ Granted Canceled Outstanding at July 31, 2014 Granted Exercised Outstanding at July 31, 2015 Granted Outstanding at July 31, 2016 $ Exercisable at July 31, 2014 $ Exercisable at July 31, 2015 $ Exercisable at July 31, 2016 $ The outstanding options at July 31, 2016 and 2015 had an aggregate intrinsic value of approximately $4,605,000 and $3,133,000, respectively. As of July 31, 2016 and 2015, all of the outstanding options had vested or were expected to vest in future periods. 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 restricted stock becomes vested, the Company is allowed a deduction on its United States income tax return. Accordingly, we account for the income tax effect on such income tax deductions as a reduction of previously recorded deferred income tax assets and as a reduction of income taxes payable. 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 which was determined based upon the award’s fair value at the time the award is granted. The differences noted above between actual tax deductions and the previously recorded deferred income tax assets are recorded as additional paid-in capital. In fiscals 2016 and 2015, such income tax deductions reduced income taxes payable by $3,059,000 and $5,317,000, respectively, and increased additional paid-in capital by $1,179,000 and $3,168,000, respectively. We classify the cash flows resulting from excess tax benefits as financing cash flows on our Consolidated Statements of Cash Flows. The following table summarizes additional information related to stock options outstanding at July 31, 2016: 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, 2016 (Months) Price at July 31, 2016 (Months) Price $17.04 $ $ $31.81 - $36.70 $ $ $55.36 $ — — $ — $ $ Total Intrinsic Value $ $ A summary of our stock award plan follows: 2016 Equity Incentive Plan On January 7, 2016, the company terminated the Cantel Medical Corp. 2006 Equity Incentive Plan (the “2006 Plan”) and adopted the Cantel Medical Corp. 2016 Equity Incentive Plan (the “2016 Plan”). As a result, no further options or awards will be granted under the Cantel Medical Corp. 2006 Equity Incentive Plan. We believe that the ability to offer key employees and non-employee directors long-term, equity based compensation will help enable Cantel Medical Corp. to attract, motivate, and retain experienced and highly qualified employees and directors who will contribute to the Company’s financial success. The 2016 Plan provides for the granting of stock options, stock appreciation rights (SARs), restricted stock awards, restricted stock units (RSUs) and performance-based awards to our employees, independent contractors and consultants. It will also provide the flexibility to grant equity-based awards to our non-employee directors. The 2016 Plan does not permit the granting of discounted options or discounted stock appreciation rights. The maximum number of shares as to which equity awards may be granted under the 2016 Plan is 1,200,000 shares. The 2016 Plan will terminate on the date of our annual meeting of stockholders following the close of our fiscal year ending in 2025, unless terminated earlier by the Board of Directors. Stock awards under this plan: · will be granted at the closing market price at the time of the grant, · will include terms of each stock option and SAR determined by the committee at the time of grant, · may not be at an exercise price less than the fair market value of the stock on the date the option is granted and the aggregate fair market value (determined as of the date the option is granted) of shares underlying incentive stock options (“ISOs”) that are exercisable for the first time in any calendar year may not exceed $100,000, · granted to an individual who owns more than 10% of the outstanding voting stock of the Company, may not have the exercise price of each ISO granted be less than 110% of the fair market value of the stock on the date the ISO is granted, · will include terms where the Committee determines the exercise period of each stock option and SAR; however the terms of the options and SARs granted under the Plan may not exceed ten years, subject to certain exceptions set forth in the Plan, and · may be granted in the form of Restricted Stock and Restricted Stock Units, Performance Awards, or Dividends. Stock awards outstanding under this plan are subject to risk of forfeiture solely due to an employment length-of-service restriction, with such restriction lapsing as to one-third of the shares of each of the first three anniversaries of the grant date subject to being employed by the company through such vesting date. At July 31, 2016, 13,345 unvested restricted stock shares were outstanding under the 2016 plan. No options were outstanding under the 2016 plan. At July 31, 2016, 1,194,054 shares are collectively available pursuant to restricted stock and other stock awards and stock options and stock appreciation rights. 2006 Equity Incentive Plan A total of 5,591,000 shares of common stock, of which 2,700,000 shares were authorized for issuance pursuant to stock options and stock appreciation rights and 2,891,000 shares were authorized for issuance pursuant to restricted stock and other stock awards under the 2006 Plan, which was terminated on January 7, 2016 in conjunction with the adoption of the 2016 Plan. Stock 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 exercisable in three equal annual installments commencing on the first anniversary of the grant date, and expire five years from the date of the grant. Restricted stock shares outstanding under this plan are subject to risk of forfeiture solely due to an employment length-of-service restriction, with such restriction lapsing as to one-third of the shares on each of the first three anniversaries of the grant date subject to being employed by the Company through such vesting date. At July 31, 2016, options to purchase 122,500 shares of common stock were outstanding, and 317,932 unvested restricted stock shares were outstanding under the 2006 Plan. No additional stock awards will be granted under this plan. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Jul. 31, 2016 | |
Retirement Plans | |
Retirement Plans | 16. Retirement Plans We have 401(k) Savings and Retirement Plans for the benefit of eligible United States employees. Additionally, our Canadian and certain European subsidiaries maintain profit sharing plans 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 government tax authorities. Aggregate employer contributions recognized under these plans were $3,406,000, $2,541,000 and $2,196,000 for fiscals 2016, 2015 and 2014, respectively. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Jul. 31, 2016 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | 17. Supplemental Cash Flow Information Interest paid was $3,001,000, $1,970,000 and $1,787,000 for fiscals 2016, 2015 and 2014, respectively. Income tax payments were $33,559,000, $25,239,000 and $20,481,000 for fiscals 2016, 2015 and 2014, respectively. |
Information as to Operating Seg
Information as to Operating Segments and Foreign and Domestic Operations | 12 Months Ended |
Jul. 31, 2016 | |
Information as to Operating Segments and Foreign and Domestic Operations | |
Information as to Operating Segments and Foreign and Domestic Operations | 18. Information as to Operating Segments and Foreign and Domestic Operations Cantel Medical is a leading global company dedicated to delivering innovative infection prevention products and services for patients, caregivers, and other healthcare providers which improve outcomes, enhance safety and help save lives. Our products include specialized medical device reprocessing systems for endoscopy and renal dialysis, advanced water purification equipment, sterilants, disinfectants and cleaners, sterility assurance monitoring products for hospitals and dental clinics, disposable infection control products primarily for dental and GI endoscopy markets, dialysate concentrates and hollow fiber membrane filtration and separation products. Additionally, we provide technical service for our products. In accordance with FASB ASC Topic 280, “ Segment Reporting,” (“ASC 280”), 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. None of our customers accounted for 10% or more of our consolidated net sales during fiscals 2016, 2015 and 2014, except for DaVita Inc. (“DaVita”), which accounted for approximately 10.0% of our consolidated net sales in fiscal 2014. Net sales to DaVita were $48,620,000 in fiscal 2014. The Company’s segments are as follows: Endoscopy , which includes medical device reprocessing systems, disinfectants, detergents and other supplies used to high-level disinfect rigid endoscopes, flexible endoscopes and other instrumentation and disposable infection control products intended to reduce the challenges associated with proper cleaning and high-level disinfection of numerous reusable components used in gastrointestinal (GI) endoscopy procedures. In September 2015, this segment commenced the sale of endoscope transport and storage systems, and a number of endoscopy consumable accessories. Additionally, this segment performs technical maintenance service on its products. Water Purification and Filtration , which includes water purification equipment and services, filtration and separation products and disinfectants, sterilization and decontamination products and services for the medical, pharmaceutical, biotech, beverage and commercial industrial markets. Two customers collectively accounted for approximately 43.7% of our Water Purification and Filtration segment net sales in fiscal 2016. Healthcare Disposables , which includes single-use, infection prevention healthcare products including face masks, sterilization pouches, towels and bibs, tray covers, saliva ejectors, plastic cups, germicidal wipes and disinfectants, as well as products for maintaining safe dental unit waterlines. This segment also manufactures and sells biological and chemical indicators for sterility assurance monitoring services in the acute-care, alternate-care, dental and industrial (medical device, life science and other manufacturers) markets. In August 2016, this segment commenced the manufacture and sale of nitrous oxide conscious sedation equipment and related single-use disposable nasal masks. Four customers collectively accounted for approximately 49.1% of our Healthcare Disposables segment net sales in fiscal 2016. Dialysis , which includes medical device reprocessing systems, sterilants/disinfectants, dialysate concentrates and other supplies for renal dialysis. Additionally, this segment includes technical maintenance service on its products. Fresenius and DaVita accounted for approximately 42.6% of our Dialysis segment net sales in fiscal 2016. Other In addition, we had another operating segment through April 7, 2015, known as Specialty Packaging. This segment included 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. The Specialty Packaging operating segment, which comprised the Other reporting segment for financial reporting purposes, was divested on April 7, 2015 as further described in Note 19 to the Consolidated Financial Statements. The operating segments follow the same accounting policies used for our Consolidated Financial Statements as described in Note 2. Information as to operating segments is summarized below: Year Ended July 31, 2016 2015 2014 Net sales: Endoscopy $ $ $ Water Purification and Filtration Healthcare Disposables Dialysis Other — Total $ $ $ Year Ended July 31, 2016 2015 2014 Operating income: Endoscopy $ $ $ Water Purification and Filtration Healthcare Disposables Dialysis Other — General corporate expenses Income from operations Interest expense, net Other expense — — Income before income taxes $ $ $ Year Ended July, 31 2016 2015 2014 Identifiable assets: Endoscopy $ $ $ Water Purification and Filtration Healthcare Disposables Dialysis Other — — General corporate, including cash and cash equivalents Total $ $ $ Year Ended July, 31 2016 2015 2014 Capital expenditures: Endoscopy $ $ $ Water Purification and Filtration Healthcare Disposables Dialysis Other — General corporate Total $ Year Ended July, 31 2016 2015 2014 Depreciation and amortization: Endoscopy $ $ $ Water Purification and Filtration Healthcare Disposables Dialysis Other — General corporate Total $ $ $ 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 2016 2015 2014 Net sales: United States $ $ $ Europe/Africa/Middle East Asia/Pacific Canada Latin America/South America Total $ $ $ July 31, 2016 2015 2014 Total long-lived assets: United States $ $ $ Europe/Africa/Middle East Asia/Pacific Canada Total Goodwill and intangible assets, net Total $ $ $ |
Disposition of Business
Disposition of Business | 12 Months Ended |
Jul. 31, 2016 | |
Disposition of Business | |
Disposition of Business | 19. Disposition of Business In fiscal 2015, we conducted a strategic review of our Specialty Packaging business and evaluated its potential value in the marketplace relative to the business’s historic and expected returns and concluded that the business was not part of our core strategy and could return a higher value to stockholders by its divestiture. Accordingly, our Specialty Packaging business (reported in the Other reporting segment) was classified as held-for-sale within our Condensed Consolidated Balance Sheet beginning October 31, 2014. Since the operating results of the Specialty Packaging segment, as shown in Note 18 to the Consolidated Financial Statements, were not significant in relation to our overall consolidated operating results, the lack of operating results from this business due to its divestiture did not have a major effect on our operations and financial results, and accordingly, has not been classified as a discontinued operation for any of the periods presented. On April 7, 2015, we completed the sale of our Specialty Packaging business to a global packaging and service company by selling all the issued and outstanding stock of our Specialty Packaging subsidiary in exchange for $7,531,000 in cash proceeds, of which $660,000 is held in escrow for indemnity obligations, if any, until October 7, 2016 and is recorded in other assets in our Consolidated Balance Sheet. In addition, we incurred approximately $1,128,000 in costs associated with the disposition of this business including bonuses associated with the sale, accelerated stock-based compensation and to a lesser extent certain advisory fees. Furthermore as a result of this disposition, we recognized a foreign currency translation gain of $1,264,000 in our Consolidated Statement of Income, which was recorded in stockholders’ equity immediately preceding the disposition. Such foreign currency translation gain was a result of the monthly translation of the Specialty Packaging segment’s balance sheets beginning in 2004, when the business was acquired. In addition, due to the inability to currently deduct a capital loss and the uncertainty of utilizing a capital loss tax benefit in the future, a tax benefit was not recognized on a portion of the recorded loss on sale of the business. Overall, this transaction, including costs associated with the disposition and the recognition of a foreign currency translation gain, resulted in a $2,206,000 loss, or $0.04 in diluted earnings per share, which was recorded in loss on sale of business in our Consolidated Statements of Income in fiscal 2015. Such amount is subject to further adjustments upon finalization of taxes, which such estimate is currently recorded as a nominal amount, or indemnity obligations, if any. The following table presents the carrying amounts of assets and liabilities held-for-sale immediately preceding the disposition on April 7, 2015, which are excluded from our Consolidated Balance Sheet at July 31, 2015. April 7, 2015 (Amounts in thousands) Cash and cash equivalents $ Accounts receivable, net of allowance for doubtful accounts Inventories Prepaid expenses and other current assets Property and equipment, net Intangible assets, net Goodwill Other assets Total assets held-for-sale $ Accounts payable $ Compensation payable Accrued expenses Deferred revenue Deferred income taxes Other liabilities Total liabilities held-for-sale $ |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Jul. 31, 2016 | |
Legal Proceedings | |
Legal Proceedings | 20. 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 adverse effect on our business, financial condition, results of operations or cash flows. |
Quarterly Results of Operations
Quarterly Results of Operations (unaudited) | 12 Months Ended |
Jul. 31, 2016 | |
Quarterly Results of Operations (unaudited) | |
Quarterly Results of Operations (unaudited) | 21. Quarterly Results of Operations (unaudited) The following is a summary of the quarterly results of operations for the years ended July 31, 2016 and 2015: First Second Third Fourth Quarter Quarter Quarter Quarter 2016 Net sales $ $ $ $ Cost of sales Gross profit Gross profit percentage % % % % Net income $ $ $ $ Earnings per common share: Basic $ $ $ $ Diluted $ $ $ $ First Second Third Fourth Quarter Quarter Quarter Quarter 2015 Net sales $ $ $ $ Cost of sales Gross profit Gross profit percentage % % % % Net income $ $ $ $ Earnings per common share: Basic $ $ $ $ Diluted (1) $ $ $ $ (1) The summation of quarterly earnings per share does not equal the fiscal year earnings per share due to rounding. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Jul. 31, 2016 | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 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, 2016 $ $ $ $ $ Year ended July 31, 2015 $ $ $ $ $ Year ended July 31, 2014 $ $ $ $ $ Reserve for excess and obsolete inventory: Year ended July 31, 2016 $ $ $ $ $ Year ended July 31, 2015 $ $ $ $ $ Year ended July 31, 2014 $ $ $ $ $ . Deferred tax asset valuation allowance: Year ended July 31, 2016 $ $ $ $ Year ended July 31, 2015 $ $ $ (1) $ $ Year ended July 31, 2014 $ $ (1) $ $ $ (1) The amounts primarily include additions and deductions of valuation allowances associated with New Jersey net operating losses, as further explained in Note 10 to the Consolidated Financial Statements. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2016 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | 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 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 endoscopy and dialysis products, shipment terms are generally FOB origin for common carrier and when our distribution fleet is utilized (except for one large customer in dialysis and several endoscopy customers 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. With respect to a portion of water purification and filtration and endoscopy product sales, equipment is sold as part of a system for which the equipment is functionally interdependent or the customer’s purchase order specifies “ship-complete” as a condition of delivery; revenue recognition on such sales is deferred until all equipment has been delivered, or post-delivery obligations such as installation have been substantially fulfilled such that the products are deemed functional by the end-user. 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. A portion of our endoscopy, water purification and filtration and dialysis sales are recognized as multiple element arrangements, whereby revenue is allocated to the equipment, installation and consumable components based upon vendor specific objective evidence, which includes comparable historical transactions of similar equipment, installation and consumables sold as stand-alone components. If vendor-specific objective evidence of selling price is not available, we allocate revenue to the elements of the bundled arrangement using the estimated selling price method in order to qualify the components as separate units of accounting. Revenue on the equipment and consumables components are recognized as the equipment or consumable is shipped to customers and title passes. Revenue on the installation component is recognized when the installation is complete. A portion of our healthcare disposables sales relating to the mail-in spore test kit is recorded as deferred revenue when initially sold. We recognize the revenue on these test kits using an estimate based on historical experience of the amount of time that elapses from the point of sale to when the kit is returned to us and we communicate to the customer the results of the required laboratory test. The related cost of the kits is recorded in inventory and recognized in cost of sales as the revenue is earned. Revenue on service sales is recognized when repairs are completed at the customer’s location or when repairs are completed at our facilities and the products are shipped to customers. With respect to certain service contracts in our Endoscopy and Water Purification and Filtration operating segments, service revenue is recognized on a straight-line basis over the contractual term of the arrangement. None of our sales contain right-of-return provisions. 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 small portion of our product sales in each segment. 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, healthcare disposables, water purification and filtration and endoscopy customers, rebates are provided; such rebates, which consist primarily of volume rebates, are provided for as a reduction of sales at the time of revenue recognition and amounted to $5,944,000, $5,597,000, and $4,498,000 in fiscals 2016, 2015, and 2014, respectively. Such allowances are determined based on estimated projections of sales volume for the entire rebate periods. If it becomes known that sales volume to customers will deviate from original projections, the rebate provisions originally established would be adjusted accordingly. Our endoscopy products and services are sold directly to hospitals and other end-users in the United States and primarily to distributors internationally except for the United Kingdom, Italy, Netherlands, Singapore, China and Germany where we sell directly to hospitals and other end-users; water purification and filtration products and services are sold directly to hospitals, dialysis clinics, pharmaceutical and biotechnology companies, laboratories, medical products and service companies and other end-users as well as through third-party distributors; the majority of our healthcare disposable products are sold to third party distributors and with respect to some of our sterility assurance products, to hospitals, surgery centers, physician and dental offices, dental schools, medical research companies, laboratories and other end-users; and the majority of our dialysis products are sold to dialysis clinics and hospitals. Sales to all of these customers follow our revenue recognition policies. |
Translation of Foreign Currency Financial Statements | 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 and the conversion of foreign assets and liabilities into functional currencies are included in general and administrative expenses. |
Cash and Cash Equivalents | 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 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 management’s 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 Inventories consist of raw materials, work-in-process and finished 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 management’s 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. |
Property and Equipment | 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 shorter of the life of the asset or the life of the lease for leasehold improvements. Depreciation and amortization expense related to property and equipment in fiscals 2016, 2015 and 2014 was $11,989,000, $10,692,000 and $8,245,000, respectively. |
Goodwill and Intangible Assets | 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 3 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 responsible for determining if impairment exists and considers a number of factors, including third-party valuations, when making these determinations. We first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount before proceeding to step one of the two-step quantitative goodwill impairment test, if necessary. Such qualitative factors that are assessed include evaluating a segment’s financial performance, industry and market conditions, macroeconomic conditions and specific issues that can directly affect the segment such as changes in business strategies, competition, supplier relationships, operating costs, regulatory matters, litigation and the composition of the segment’s assets due to acquisitions or other events. At July 31, 2016, because we determined through qualitative factors that the fair values of our Endoscopy, Water Purification and Filtration and Healthcare Disposables segments were unlikely to be less than the carrying value, we did not proceed to step one of the two-step quantitative goodwill impairment test for those three segments. We performed step one of the two-step quantitative goodwill impairment test for Dialysis due to the continuing shift by our customers from reusable to single-use dialyzers, which is having an adverse impact on our business and is expected to continue, as further described in “Risk Factors”. In performing a detailed quantitative 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 weighted fair value results of the discounted cash flow methodology, as well as the market multiple and comparable transaction methodologies, where applicable. The first step is a review for potential impairment, and the second step measures the amount of impairment, if any. We perform our annual impairment review for indefinite lived intangibles by first assessing qualitative factors, such as those described above, to determine whether it is more likely than not that the fair value of such assets is less than the carrying values, and if necessary, we perform a quantitative analysis comparing the current fair value of our indefinite lived intangibles assets to their carrying values. At July 31, 2016, because we determined through qualitative factors that the fair values of all of our indefinite lived intangible assets were unlikely to be less than the carrying value, we did not perform a quantitative analysis for those assets. With respect to amortizable intangible assets when impairment indicators are present, management would determine whether expected future 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. Management concluded that none of our intangible assets or goodwill was impaired as of July 31, 2016. While the results of these annual reviews have historically not indicated impairment, impairment reviews are highly dependent on management’s projections of our future operating results and cash flows (which management believes to be reasonable), discount rates based on the Company’s 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 and earnings 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, 2016, the fair value of all of our reporting units exceeded book value by substantial amounts. |
Long-Lived Assets | 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 the exception of the impairment on an acquired license as further described in Note 6 to the Consolidated Financial Statements, 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. On July 31, 2016, management concluded that no other events or changes in circumstances have occurred that would indicate that the carrying amount of our long-lived assets may not be recoverable. |
Other Assets | Other Assets Debt issuance costs associated with our credit facilities are amortized to interest expense over the life of the credit facilities. As of July 31, 2016 and 2015, such debt issuance costs, net of related amortization, were included in other assets and amounted to $946,000 and $1,312,000, respectively. |
Warranties | 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 certain endoscopy and water purification and filtration products that require installation may carry a warranty period of up to fifteen months. Additionally, many of our consumables, accessories and parts have a 90 day warranty. 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 | Stock-Based Compensation Stock compensation expense is recognized for any option or stock award grant based upon the award’s fair value. All of our stock options 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), modifications to existing awards, accelerated vesting related to certain employment terminations and assumptions used in determining fair value, expected lives 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 approximately 0.2%), and the expected option life (which is based on historical exercise behavior). |
Legal Proceedings | 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 adverse effect on our business, financial condition, results of operations or cash flows. |
Costs Associated with Exit or Disposal Activities | 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 effected 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. |
Earnings Per Common Share | Earnings Per Common Share Basic EPS is computed based upon the weighted average number of common shares outstanding for the year. Diluted EPS is computed based upon the weighted average number of common shares outstanding for 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. We include participating securities (unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents) in the computation of EPS pursuant to the two-class method. Our participating securities consist solely of unvested restricted stock awards, which have contractual participation rights equivalent to those of stockholders of unrestricted common stock. The two-class method of computing earnings per share is an allocation method that calculates earnings per share for common stock and participating securities. |
Advertising Costs | Advertising Costs Our policy is to expense advertising costs as they are incurred. Advertising costs charged to expense were $3,349,000, $3,333,000 and $2,656,000 in fiscals 2016, 2015 and 2014, respectively. |
Income Taxes | Income Taxes Our provision for income taxes is based on our current period income, changes in deferred income tax assets and liabilities, statutory income tax rates, changes in uncertain tax benefits and the deductibility of expenses or availability of tax credits in various taxing jurisdictions. Tax laws are complex, subject to different interpretations by the taxpayer and the respective governmental taxing authorities and are subject to future modification, expiration or repeal by government legislative bodies. We use significant judgment on a quarterly basis in determining our annual effective income tax rate and evaluating our tax positions. 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 as well as net operating loss carryforwards. 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. A review of our deferred tax items considers known future changes in various income tax rates, principally in the United States. If income tax rates were to change in the future, particularly in the United States and to a lesser extent Canada, the UK and Italy, our items of deferred tax could be materially affected. All of such evaluations require significant management judgments. 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. Any adjustments upon resolution of income tax uncertainties are recognized in our results of operations. Unrecognized tax benefits are analyzed periodically and adjustments are made as events occur to warrant adjustment to the related liability. Historically, we have not had significant unrecognized tax benefits. |
Business Combinations | Business Combinations Acquisitions require significant estimates and judgments related to the fair value of assets acquired and liabilities assumed. We determine fair value based on the estimated price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Such initial fair value amounts as well as other acquired assets and liabilities, including deferred tax assets and liabilities, are sometimes refined requiring subsequent adjustments. 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 contingent consideration, certain deferred income tax liabilities, income tax and sales and use tax exposures, including tax liabilities related to our foreign subsidiaries, as well as reserves for accounts receivable, inventories, warranties and contingent obligations. We account for contingent consideration relating to business combinations as a liability and an increase to goodwill at 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. We determine the fair value of contingent consideration based on future operating projections under various potential scenarios and weight the probability of these outcomes. Similarly, other acquisition related liabilities can be required to be recorded at fair value at the date of the acquisition and continually re-measured at each balance sheet date, such as the assumed contingent obligation relating to the Jet Prep Acquisition and the contingent guaranteed obligation relating to the PuriCore Acquisition, as further described in Note 6 to the Consolidated Financial Statements. The ultimate settlement of liabilities relating to business combinations may be for amounts which are materially different from the amounts initially recorded and may cause volatility in our results of operations. |
Use of Estimates | 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, contingent consideration, contingent guaranteed obligations, 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. Such estimates and assumptions are subjective in nature. We reflect such amounts based upon the most recent information available. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the Financial Account Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, “Statement of Cash Flows” (“ASU 2016-15). This new guidance will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 (our fiscal year 2019). ASU 2016-15 will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable. We are currently in the process of evaluating the impact of ASU 2016-15 on our financial position and result of operations. In March 2016, the FASB issued ASU 2016-09, “ Improvements to Employee Share-Based Payment Accounting ” (“ASU 2016-09”), which simplifies the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements. The new guidance also requires that all tax-related cash flows resulting from share-based payments to be reported as operating activities in the Consolidated Statements of Cash Flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 (our fiscal year 2018), including interim periods within that reporting period. Early adoption is permitted as of the beginning of an interim or annual period. As such, we early adopted ASU 2016-09 on August 1, 2016. The adoption of ASU 2016-09 is expected to impact the recording of income taxes in our financial position and results of operations, as well as our operating and financing cash flows on our Consolidated Statements of Cash Flows. The magnitude of such impacts are dependent upon the Company’s future grants of stock-based compensation, the Company’s future stock price in relation to the fair value of awards on grant date and the exercise behavior of the Company’s option holders. In February 2016, FASB issued ASU 2016-02, “ Leases (Topic 842) ” (“ASU 2016-02”). The new guidance requires the recording of assets and liabilities arising from leases on the balance sheet accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements. The new guidance is expected to provide transparency of information and comparability among organizations. ASU 2016-02 is effective for fiscal years beginning after December 31, 2018 (our fiscal year 2019), including interim periods within that reporting period. Early adoption is permitted as of the beginning of an interim or annual period. We are currently in the process of evaluating the impact of ASU 2016-02 on our financial position and results of operations. In November 2015, the FASB issued ASU 2015-17, “ Balance Sheet Classification of Deferred Taxes (Topic 740) ” (“ASU 2015-17”), which eliminates the current requirement for companies to present deferred tax liabilities and assets as current and non-current in a classified balance sheet. To simplify the presentation of deferred income taxes, ASU 2015-17 requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016 (our fiscal year 2018), including interim periods within that reporting period. Early adoption is permitted as of the beginning of an interim or annual period. On July 31, 2016, we early adopted ASU 2015-17 on a prospective basis, as more fully described in Note 10 to the Consolidated Financial Statements. In September 2015, the FASB issued ASU 2015-16, “ Simplifying the Accounting for Measurement-Period Adjustments (Topic 805)” (“ASU 2015-16”). The new guidance requires an acquirer in a business combination to recognize a measurement-period adjustment during the period in which it determines the amount, and eliminates the requirement for an acquirer to account for measurement-period adjustments retrospectively. The acquirer must also disclose the amounts and reasons for adjustments to the provisional amounts. ASU 2015-16 is effective for fiscal years beginning after December 15, 2016 (our fiscal year 2018), including interim periods within that reporting period. Accordingly, we will adopt ASU 2015-06 in our first quarter of fiscal 2018. The adoption of ASU 2015-06 is not expected to have a significant impact upon on our financial position and results of operations. In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, “Inventory (Topic 330) Simplifying the Measurement of Inventory,” (“ASU 2015-11”). The new guidance more closely aligns the measurement of inventory in U.S. GAAP with the measurement of inventory in International Financial Reporting Standards by requiring companies using the first-in, first-out and average costs methods to measure inventory using the lower of cost and net realizable value, where net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016 (our fiscal year 2018), including interim periods within that reporting period. We are currently in the process of evaluating the impact of ASU 2015-11 on our financial position and results of operations. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs (Topic 835),” (“ASU 2015-03”). Under the new guidance, debt issuance costs are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability and not recorded as a separate asset. In August 2015, the FASB issued 2015-15, “Interest-Imputation of Interest (Subtopic 835-30),” (“ASU 2015-15”), which clarifies ASU 2015-03 with respect to lines-of-credit, allowing the recording of debt issuance costs as an asset and subsequently amortizing the asset over the term of the line-of-credit arrangement. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015 (our fiscal year 2017), including interim periods within that reporting period. As a result of the clarification provided by ASU 2015-15, the August 1, 2016 adoption of ASU 2015-03 will not have an impact upon our financial position and results of operations. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”), which will supersede the revenue recognition requirements in Accounting Standards Codification 605, “Revenue Recognition.” ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606),” which defers the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017 (our fiscal year 2019), including interim periods within that reporting period. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606),” (ASU 2016-12), which provided narrow scope improvements and practical expedients relating to ASU 2014-09. We are currently in the process of evaluating the impact of ASU 2014-09 and ASU 2016-12 on our financial position and results of operations. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
North American Science Associates Inc | |
Acquisitions | |
Schedule of purchase price allocated to the assets acquired and assumed liabilities based on estimated fair values | Final Net Assets Allocation Current assets $ Property, plant and equipment Amortizable intangible assets (10- year weighted average life): Customer relationships (10- year life) Technology (8- year life) Current liabilities Net assets acquired $ |
Medical Innovations Group Holdings Limited | |
Acquisitions | |
Schedule of purchase price allocated to the assets acquired and assumed liabilities based on estimated fair values | Final Net Assets Allocation Current assets $ Property, plant and equipment Amortizable intangible assets (15- year weighted average life): Customer relationships (17- year life) Technology (10- year life) Brand names (12- year life) Current liabilities Deferred income tax liabilities Net assets acquired $ |
DentaPure | |
Acquisitions | |
Schedule of purchase price allocated to the assets acquired and assumed liabilities based on estimated fair values | Final Net Assets Allocation Current assets $ Property, plant and equipment Amortizable intangible assets (10- year weighted average life): Customer relationships (10- year life) Technology (10- year life) Brand names (10- year life) Current liabilities Deferred income tax liabilities Net assets acquired $ |
Pure Water Solutions, Inc. | |
Acquisitions | |
Schedule of purchase price allocated to the assets acquired and assumed liabilities based on estimated fair values | Final Net Assets Allocation Current assets $ Property, plant and equipment Amortizable intangible assets (12- year weighted average life): Customer relationships (12- year life) Brand names (1- year life) Other assets Current liabilities Net assets acquired $ |
International Medical Service S.r.l. | |
Acquisitions | |
Schedule of purchase price allocated to the assets acquired and assumed liabilities based on estimated fair values | Final Net Assets Allocation Current assets $ Property, plant and equipment Amortizable intangible assets (9- year weighted average life): Customer relationships (9- year life) Technology (9- year life) Other assets Current liabilities Deferred income tax liabilities Other long-term liabilities Net assets acquired $ |
Cantel Medical (UK) - PuriCore International Limited | |
Acquisitions | |
Schedule of purchase price allocated to the assets acquired and assumed liabilities based on estimated fair values | Final Net Assets Allocation Current assets $ Property, plant and equipment Amortizable intangible assets (9- year weighted average life): Customer relationships (10- year life) Technology (6- year life) Other (3- year life) Non-current deferred income tax assets, net Current liabilities Other long-term liabilities Net assets acquired $ |
Sterilator Company, Inc. | |
Acquisitions | |
Schedule of purchase price allocated to the assets acquired and assumed liabilities based on estimated fair values | Final Net Assets Allocation Current assets $ Property, plant and equipment Amortizable intangible assets (9- year weighted average life): Customer relationships (11- year life) Technology (8- year life) Current liabilities Deferred income tax liabilities Net assets acquired $ |
Jet Prep Ltd. | |
Acquisitions | |
Schedule of purchase price allocated to the assets acquired and assumed liabilities based on estimated fair values | Final Net Assets Allocation Current assets $ Property, plant and equipment Amortizable intangible asset: Technology (7- year life) Current liabilities Other long-term liabilities Net assets acquired $ |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Inventories, Net | |
Summary of inventories | July 31, 2016 2015 Raw materials and parts $ $ Work-in-process Finished goods Reserve for excess and obsolete inventory Total $ $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Fair Value Measurements | |
Schedule of fair values of financial instruments measured on a recurring basis | July 31, 2016 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money markets $ $ — $ — $ Total assets $ $ — $ — $ Liabilities: Accrued expenses: Assumed contingent obligation $ — $ — $ $ Contingent guaranteed obligation — — Total accrued expenses — — Other long-term liabilities: Assumed contingent obligation — — Contingent guaranteed obligation — — Total other long-term liabilities: — — Total liabilities $ — $ — $ $ July 31, 2015 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Money markets $ $ — $ — $ Total assets $ $ — $ — $ Liabilities: Accrued expenses: Assumed contingent obligation $ — $ — $ $ Contingent guaranteed obligation — — Total accrued expenses — — Other long-term liabilities: Contingent consideration — — Assumed contingent obligation — — Contingent guaranteed obligation — — Total other long-term liabilities: — — Total liabilities $ — $ — $ $ |
Reconciliation of liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs (Level 3) | Jet Prep Cantel Medical (UK) Byrne Jet Prep Assumed Contingent Price Contingent Contingent Guaranteed Floor Consideration Obligation Obligation Total Balance, July 31, 2013 $ $ — $ — $ — $ Total net unrealized (gains) losses included in general and administrative expense in earnings — Net purchases, issuances, sales and settlements — Balance, July 31, 2014 — Total net unrealized gains included in general and administrative expense in earnings — — Net purchases, issuances, sales and settlements — — — Balance, July 31, 2015 — Total net unrealized (gains) losses included in general and administrative expense in earnings — — Net purchases, issuances, sales and settlements — — — Balance, July 31, 2016 $ — $ — $ $ $ |
Intangibles and Goodwill (Table
Intangibles and Goodwill (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Intangible Assets and Goodwill | |
Schedule of intangible assets | July 31, 2016 Accumulated Gross Amortization Net Intangible assets with finite lives: Customer relationships $ $ $ Technology Brand names Non-compete agreements Patents and other registrations Trademarks and tradenames — Total intangible assets $ $ $ July 31, 2015 Accumulated Gross Amortization Net Intangible assets with finite lives: Customer relationships $ $ $ Technology Brand names Non-compete agreements Patents and other registrations Trademarks and tradenames — Total intangible assets $ $ $ |
Schedule of estimated amortization expense of intangible assets for the next five years | Year Ending July 31, 2017 $ 2018 2019 2020 2021 |
Schedule of changes in goodwill | Water Purification Healthcare Total Endoscopy and Filtration Disposables Dialysis Other Goodwill Balance, July 31, 2014 $ $ $ $ $ $ Acquisitions — — Foreign currency translation — — Sale of business — — — — Balance, July 31, 2015 — Acquisitions — — — Foreign currency translation — — — Balance, July 31, 2016 $ $ $ $ $ — $ |
Warranties (Tables)
Warranties (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Warranties | |
Summary of activity in warranty reserves | Year Ended July 31, 2016 2015 Beginning balance $ $ Acquisitions Provisions Settlements Foreign currency translation Ending balance $ $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Income Taxes | |
Schedule of provision for income taxes | Year Ended July 31, 2016 2015 2014 Current Deferred Current Deferred Current Deferred United States: Federal $ $ $ $ $ $ State International Total $ $ $ $ $ $ |
Schedule of geographic components of income before income taxes | Year Ended July 31, 2016 2015 2014 United States $ $ $ International Total $ $ $ |
Schedule of reconciliation of differences in effective tax rate from the United States statutory tax rate | Year Ended July 31, 2016 2015 2014 Expected statutory tax % % % Differential attributable to: Foreign operations % % % State and local taxes % % % Domestic production deduction % % % Acquisition related items, net (a) — % % % Loss on sale of business — % % — % R&E tax credit % % % Change in foreign tax rates % — % — % Other % % % Consolidated effective tax rate % % % (a) Acquisition related items, net, consisted of non-deductible transaction costs net of non-taxable, favorable fair value adjustments of contingent liabilities, as more fully described in Note 6 to the Consolidated Financial Statements. |
Schedule of deferred income tax assets and liabilities | July 31, 2016 2015 Deferred tax assets: Accrued expenses $ $ Inventories Accounts receivable Other long-term liabilities Stock-based compensation Capital investment Domestic NOLs — Foreign NOLs Subtotal Valuation allowance Deferred tax liabilities: Property and equipment Intangible assets Goodwill Net deferred tax liabilities $ $ Reported in Consolidated Balance Sheets as: Deferred income taxes - current asset $ — $ Deferred income taxes - noncurrent liability $ $ |
Schedule of reconciliation of the beginning and ending amounts of gross unrecognized tax benefits | Unrecognized Tax Benefits Unrecognized tax benefits on July 31, 2013 $ Activity during fiscal 2014 Unrecognized tax benefits on July 31, 2014 — Activity during fiscal 2015 — Unrecognized tax benefits on July 31, 2015 — Activity during fiscal 2016 — Unrecognized tax benefits on July 31, 2016 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Commitments and Contingencies | |
Schedule of aggregate annual required payments over the next five years and thereafter under contractual obligations that have long-term components | Year Ended July 31, (Amounts in thousands) 2017 2018 2019 2020 2021 Thereafter Total Maturity of the credit facility $ — $ — $ $ — $ — $ — $ Expected interest payments under the credit facility (1) — — — Minimum commitments under noncancelable operating leases Compensation agreements (2) Assumed contingent liability (3) Contingent guaranteed obligation (4) — — — Other long-term obligations — Total contractual obligations $ $ $ $ $ $ $ (1) Primarily to fund the cash consideration paid and the costs associated with the Accutron and Vantage acquisitions, we borrowed $55,000,000 in August 2016 and $6,000,000 in September 2016, respectively, under our revolving credit facility, and repaid $6,000,000, therefore increasing the 2019 maturities of the credit facility from $116,000,000 at July 31, 2016 to $171,000,000 at September 29, 2016. Accordingly, the expected interest payments under the credit facility will be approximately $1,232,000 higher on an annualized basis as of September 29, 2016 than the amounts shown herein. The expected interest payments under our credit facility reflect an interest rate of 2.24%, which was our weighted average interest rate on outstanding borrowings at July 31, 2016. (2) Amounts include $4,500,000, of which $3,823,000 is payable in fiscal 2017, due to the planned retirement of our former CEO. Effective August 1, 2016 in conjunction with the Accutron Acquisition, we entered into additional compensation agreements which would increase fiscal years 2017 and 2018 by $400,000 each compared to amounts shown herein. (3) These future potential payments of an assumed contingent liability relate to the Jet Prep Acquisition, as further explained below, and are reflected in the July 31, 2016 Consolidated Balance Sheet at its net present value of $1,138,000 using a discount rate of 2.5%. (4) These future potential payments of a contingent guaranteed obligation relate to Cantel Medical (UK), as further explained below and Note 6 to the Consolidated Financial Statements. |
Accumulated Other Comprehensi38
Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) | |
Schedule of the components and changes in accumulated other comprehensive (loss) income | Foreign Currency Interest Rate Translation Swap Adjustments Agreements Total Balance, July 31, 2013 $ $ Other comprehensive loss before reclassifications Income tax effect on other comprehensive loss before reclassifications — Reclassification adjustments to interest expense for losses on interest rate swaps included in net income during the year — Reclassification adjustments for ineffective hedge on interest rate swap included in net income during the year — Income tax effect on reclassification adjustments — Balance, July 31, 2014 — Other comprehensive loss — Reclassification adjustment to loss on sale of business for foreign currency translation gain included in net income during the year — Balance, July 31, 2015 — Other comprehensive loss — Balance, July 31, 2016 $ $ — $ |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Earnings Per Common Share | |
Schedule of computation of basic and diluted EPS available to stockholders of common stock (excluding participating securities) | Year Ended July 31, 2016 2015 2014 Numerator for basic and diluted earnings per share: Net income $ $ $ Less income allocated to participating securities Net income available to common shareholders $ $ $ Denominator for basic and diluted earnings per share, as adjusted for participating securities: Denominator for basic earnings per share - weighted average number of shares outstanding attributable to common stock Dilutive effect of stock options using the treasury stock method and the average market price for the year Denominator for diluted earnings per share - weighted average number of shares and common stock equivalents attributable to common stock Earnings per share attributable to common stock: Basic earnings per share $ $ $ Diluted earnings per share $ $ $ Stock options excluded from weighted average dilutive common shares outstanding because their inclusion would have been antidilutive — — — |
Schedule of reconciliation of weighted average number of shares and common stock equivalents attributable to common stock to the Company's total weighted average number of shares and common stock equivalents including participating securities | Year Ended July 31, 2016 2015 2014 Denominator for diluted earnings per share - weighted average number of shares and common stock equivalents attributable to common stock Participating securities Total weighted average number of shares and common stock equivalents attributable to both common stock and participating securities |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Stock-Based Compensation | |
Schedule of the income statement components of stock-based compensation expense recognized in the Condensed Consolidated Statements of Income | Year Ended July 31, 2016 2015 2014 Cost of sales $ $ $ Operating expenses: Selling General and administrative Research and development Total operating expenses Stock-based compensation before income taxes Income tax benefits Total stock-based compensation expense, net of tax $ $ $ |
Summary of nonvested stock award activity | Weighted Number of Average Shares Fair Value Nonvested stock awards at July 31, 2013 $ Granted Canceled Vested Nonvested stock awards at July 31, 2014 Granted Canceled Vested Nonvested stock awards at July 31, 2015 $ Granted Canceled Vested Nonvested stock awards at July 31, 2016 $ |
Weighted-average assumptions used to estimate fair value of stock options granted using the Black-Scholes option valuation model | Weighted-Average Black-Scholes Option Year Ended Year Ended Valuation Assumptions July 31, 2016 July 31, 2015 Dividend yield % % Expected volatility (1) % % Risk-free interest rate (2) % % Expected lives (in years) (3) (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. |
Summary of stock option activity | Weighted Number of Average Shares Exercise Price Outstanding at July 31, 2013 $ Granted Canceled Outstanding at July 31, 2014 Granted Exercised Outstanding at July 31, 2015 Granted Outstanding at July 31, 2016 $ Exercisable at July 31, 2014 $ Exercisable at July 31, 2015 $ Exercisable at July 31, 2016 $ |
Summary of additional information related to stock options outstanding | 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, 2016 (Months) Price at July 31, 2016 (Months) Price $17.04 $ $ $31.81 - $36.70 $ $ $55.36 $ — — $ — $ $ Total Intrinsic Value $ $ |
Information as to Operating S41
Information as to Operating Segments and Foreign and Domestic Operations (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Information as to Operating Segments and Foreign and Domestic Operations | |
Information as to operating segments | Year Ended July 31, 2016 2015 2014 Net sales: Endoscopy $ $ $ Water Purification and Filtration Healthcare Disposables Dialysis Other — Total $ $ $ Year Ended July 31, 2016 2015 2014 Operating income: Endoscopy $ $ $ Water Purification and Filtration Healthcare Disposables Dialysis Other — General corporate expenses Income from operations Interest expense, net Other expense — — Income before income taxes $ $ $ Year Ended July, 31 2016 2015 2014 Identifiable assets: Endoscopy $ $ $ Water Purification and Filtration Healthcare Disposables Dialysis Other — — General corporate, including cash and cash equivalents Total $ $ $ Year Ended July, 31 2016 2015 2014 Capital expenditures: Endoscopy $ $ $ Water Purification and Filtration Healthcare Disposables Dialysis Other — General corporate Total $ Year Ended July, 31 2016 2015 2014 Depreciation and amortization: Endoscopy $ $ $ Water Purification and Filtration Healthcare Disposables Dialysis Other — General corporate Total $ $ $ |
Information as to geographic areas | Year Ended July, 31 2016 2015 2014 Net sales: United States $ $ $ Europe/Africa/Middle East Asia/Pacific Canada Latin America/South America Total $ $ $ July 31, 2016 2015 2014 Total long-lived assets: United States $ $ $ Europe/Africa/Middle East Asia/Pacific Canada Total Goodwill and intangible assets, net Total $ $ $ |
Disposition of Business (Tables
Disposition of Business (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Disposition of Business | |
Schedule of carrying amounts of assets and liabilities included in business held-for-sale | April 7, 2015 (Amounts in thousands) Cash and cash equivalents $ Accounts receivable, net of allowance for doubtful accounts Inventories Prepaid expenses and other current assets Property and equipment, net Intangible assets, net Goodwill Other assets Total assets held-for-sale $ Accounts payable $ Compensation payable Accrued expenses Deferred revenue Deferred income taxes Other liabilities Total liabilities held-for-sale $ |
Quarterly Results of Operatio43
Quarterly Results of Operations (unaudited) (Tables) | 12 Months Ended |
Jul. 31, 2016 | |
Quarterly Results of Operations (unaudited) | |
Summary of quarterly results of operations | First Second Third Fourth Quarter Quarter Quarter Quarter 2016 Net sales $ $ $ $ Cost of sales Gross profit Gross profit percentage % % % % Net income $ $ $ $ Earnings per common share: Basic $ $ $ $ Diluted $ $ $ $ First Second Third Fourth Quarter Quarter Quarter Quarter 2015 Net sales $ $ $ $ Cost of sales Gross profit Gross profit percentage % % % % Net income $ $ $ $ Earnings per common share: Basic $ $ $ $ Diluted (1) $ $ $ $ The summation of quarterly earnings per share does not equal the fiscal year earnings per share due to rounding |
Business Description - Segments
Business Description - Segments (Details) | 12 Months Ended |
Jul. 31, 2016segment | |
Business Description | |
Number of operating segments | 4 |
Business Description - Subseque
Business Description - Subsequent Events (Details) - USD ($) | 1 Months Ended | 2 Months Ended | |
Sep. 29, 2016 | Aug. 31, 2016 | Sep. 29, 2016 | |
Subsequent Events | Revolving Credit Facility | |||
Subsequent Events | |||
Amount borrowed | $ 6,000,000 | $ 55,000,000 | $ 61,000,000 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Revenue (Details) | 12 Months Ended | ||
Jul. 31, 2016USD ($)customer | Jul. 31, 2015USD ($) | Jul. 31, 2014USD ($) | |
Revenue recognition - reductions | |||
Number of customers all products shipped FOB destination | customer | 1 | ||
Volume rebates | $ | $ 5,944,000 | $ 5,597,000 | $ 4,498,000 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Property and Equipment | |||
Depreciation | $ 11,989,000 | $ 10,692,000 | $ 8,245,000 |
Furniture and equipment | Minimum | |||
Property and Equipment | |||
Estimated useful lives | 2 years | ||
Furniture and equipment | Maximum | |||
Property and Equipment | |||
Estimated useful lives | 15 years | ||
Buildings and improvements | Minimum | |||
Property and Equipment | |||
Estimated useful lives | 5 years | ||
Buildings and improvements | Maximum | |||
Property and Equipment | |||
Estimated useful lives | 32 years |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Jul. 31, 2016USD ($) | |
Identifiable intangible assets | |
Intangible assets impairment | $ 0 |
Goodwill impairment | $ 0 |
Minimum | |
Identifiable intangible assets | |
Estimated useful lives | 3 years |
Maximum | |
Identifiable intangible assets | |
Estimated useful lives | 20 years |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Other Assets (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Credit Agreement | Other assets | ||
Other Assets | ||
Debt issuance costs, net of related amortization | $ 946,000 | $ 1,312,000 |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Warranties (Details) | 12 Months Ended |
Jul. 31, 2016 | |
Most products | |
Warranties | |
Warranty period | 1 year |
Endoscopy, Water Purification and Filtration products | |
Warranties | |
Warranty period | 15 months |
Consumables, accessories and parts | |
Warranties | |
Warranty period | 90 days |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Other (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Stock-Based Compensation | |||
Dividend yield (as a percent) | 0.20% | ||
Advertising Costs | |||
Advertising costs charged to expense | $ 3,349,000 | $ 3,333,000 | $ 2,656,000 |
Acquisitions - Vantage (Details
Acquisitions - Vantage (Details) - Vantage - Subsequent Events | Sep. 26, 2016USD ($) |
Acquisitions | |
Pre-acquisition annual revenues | $ 11,000,000 |
Total consideration for the transaction, excluding acquisition-related costs | $ 4,072,000 |
Acquisitions - Accutron (Detail
Acquisitions - Accutron (Details) - Accutron, Inc. - Subsequent Events | Aug. 01, 2016USD ($) |
Acquisitions | |
Pre-acquisition annual revenues | $ 21,500,000 |
Total consideration for the transaction, excluding acquisition-related costs | $ 52,500,000 |
Acquisitions - NAMSA (Details)
Acquisitions - NAMSA (Details) | Mar. 01, 2016USD ($)project | Jul. 31, 2016USD ($) | Jul. 31, 2015USD ($) | Jul. 31, 2014USD ($) |
Net Assets | ||||
Goodwill | $ 280,318,000 | $ 241,951,000 | $ 231,647,000 | |
North American Science Associates Inc | ||||
Acquisitions | ||||
Pre-acquisition annual revenues | $ 5,700,000 | |||
Total consideration for the transaction, excluding acquisition-related costs | 13,424,000 | |||
Net Assets | ||||
Current assets | 2,283,000 | |||
Property, plant and equipment | 437,000 | |||
Current liabilities | (123,000) | |||
Net assets acquired | $ 9,737,000 | |||
Amortizable intangible assets, useful life | 10 years | |||
Number of in-process research and development projects acquired | project | 0 | |||
Goodwill | $ 3,687,000 | |||
Goodwill deductible for income tax purposes | 3,687,000 | |||
North American Science Associates Inc | Customer relationships | ||||
Net Assets | ||||
Amortizable intangible assets | $ 5,820,000 | |||
Amortizable intangible assets, useful life | 10 years | |||
North American Science Associates Inc | Technology | ||||
Net Assets | ||||
Amortizable intangible assets | $ 1,320,000 | |||
Amortizable intangible assets, useful life | 8 years |
Acquisitions - MI (Details)
Acquisitions - MI (Details) | Sep. 14, 2015USD ($)employeeproject | Jul. 31, 2016USD ($) | Jul. 31, 2015USD ($) | Jul. 31, 2014USD ($) |
Net Assets | ||||
Goodwill | $ 280,318,000 | $ 241,951,000 | $ 231,647,000 | |
Medical Innovations Group Holdings Limited | ||||
Acquisitions | ||||
Pre-acquisition annual revenues | $ 28,500,000 | |||
Number of individuals in employee base | employee | 100 | |||
Total consideration for the transaction, excluding acquisition-related costs | $ 79,597,000 | |||
Estimated net asset value adjustment | 212,000 | |||
Net Assets | ||||
Current assets | 7,060,000 | |||
Property, plant and equipment | 6,464,000 | |||
Current liabilities | (2,640,000) | |||
Deferred income tax liabilities | (8,683,000) | |||
Net assets acquired | $ 39,591,000 | |||
Amortizable intangible assets, useful life | 15 years | |||
Number of in-process research and development projects acquired | project | 0 | |||
Goodwill | $ 40,006,000 | |||
Goodwill deductible for income tax purposes | 0 | |||
Medical Innovations Group Holdings Limited | Customer relationships | ||||
Net Assets | ||||
Amortizable intangible assets | $ 24,430,000 | |||
Amortizable intangible assets, useful life | 17 years | |||
Medical Innovations Group Holdings Limited | Technology | ||||
Net Assets | ||||
Amortizable intangible assets | $ 10,930,000 | |||
Amortizable intangible assets, useful life | 10 years | |||
Medical Innovations Group Holdings Limited | Brand names | ||||
Net Assets | ||||
Amortizable intangible assets | $ 2,030,000 | |||
Amortizable intangible assets, useful life | 12 years |
Acquisitions - DentaPure (Detai
Acquisitions - DentaPure (Details) | Feb. 20, 2015USD ($)project | Jul. 31, 2016USD ($) | Jul. 31, 2015USD ($) | Jul. 31, 2014USD ($) |
Net Assets | ||||
Goodwill | $ 280,318,000 | $ 241,951,000 | $ 231,647,000 | |
DentaPure | ||||
Acquisitions | ||||
Pre-acquisition annual revenues | $ 2,300,000 | |||
Total consideration for the transaction, excluding acquisition-related costs | 9,980,000 | |||
Net Assets | ||||
Current assets | 566,000 | |||
Property, plant and equipment | 50,000 | |||
Current liabilities | (248,000) | |||
Deferred income tax liabilities | (2,172,000) | |||
Net assets acquired | $ 3,876,000 | |||
Amortizable intangible assets, useful life | 10 years | |||
Number of in-process research and development projects acquired | project | 0 | |||
Goodwill | $ 6,104,000 | |||
Goodwill deductible for income tax purposes | 0 | |||
DentaPure | Customer relationships | ||||
Net Assets | ||||
Amortizable intangible assets | $ 4,640,000 | |||
Amortizable intangible assets, useful life | 10 years | |||
DentaPure | Technology | ||||
Net Assets | ||||
Amortizable intangible assets | $ 780,000 | |||
Amortizable intangible assets, useful life | 10 years | |||
DentaPure | Brand names | ||||
Net Assets | ||||
Amortizable intangible assets | $ 260,000 | |||
Amortizable intangible assets, useful life | 10 years |
Acquisitions - Pure Water Solut
Acquisitions - Pure Water Solutions (Details) | Jan. 01, 2015USD ($)project | Jul. 31, 2016USD ($) | Jul. 31, 2015USD ($) | Jul. 31, 2014USD ($) |
Net Assets | ||||
Goodwill | $ 280,318,000 | $ 241,951,000 | $ 231,647,000 | |
Pure Water Solutions, Inc. | ||||
Acquisitions | ||||
Pre-acquisition annual revenues | $ 8,000,000 | |||
Total consideration for the transaction, excluding acquisition-related costs | 11,835,000 | |||
Net Assets | ||||
Current assets | 1,417,000 | |||
Property, plant and equipment | 1,966,000 | |||
Other assets | 20,000 | |||
Current liabilities | (503,000) | |||
Net assets acquired | $ 8,870,000 | |||
Amortizable intangible assets, useful life | 12 years | |||
Number of in-process research and development projects acquired | project | 0 | |||
Goodwill | $ 2,965,000 | |||
Goodwill deductible for income tax purposes | 2,965,000 | |||
Pure Water Solutions, Inc. | Customer relationships | ||||
Net Assets | ||||
Amortizable intangible assets | $ 5,940,000 | |||
Amortizable intangible assets, useful life | 12 years | |||
Pure Water Solutions, Inc. | Brand names | ||||
Net Assets | ||||
Amortizable intangible assets | $ 30,000 | |||
Amortizable intangible assets, useful life | 1 year |
Acquisitions - International Me
Acquisitions - International Medical Service (Details) | Nov. 03, 2014USD ($)project | Jul. 31, 2016USD ($) | Jul. 31, 2015USD ($) | Jul. 31, 2014USD ($) |
Net Assets | ||||
Goodwill | $ 280,318,000 | $ 241,951,000 | $ 231,647,000 | |
International Medical Service S.r.l. | ||||
Acquisitions | ||||
Pre-acquisition annual revenues | $ 13,500,000 | |||
Total consideration for the transaction, excluding acquisition-related costs | 24,610,000 | |||
Amount of assumed debt | 2,498,000 | |||
Net Assets | ||||
Current assets | 8,111,000 | |||
Property, plant and equipment | 7,922,000 | |||
Other assets | 177,000 | |||
Current liabilities | (5,735,000) | |||
Deferred income tax liabilities | (3,028,000) | |||
Other long-term liabilities | (1,020,000) | |||
Net assets acquired | $ 13,477,000 | |||
Amortizable intangible assets, useful life | 9 years | |||
Number of in-process research and development projects acquired | project | 0 | |||
Goodwill | $ 11,133,000 | |||
Goodwill deductible for income tax purposes | 0 | |||
International Medical Service S.r.l. | Customer relationships | ||||
Net Assets | ||||
Amortizable intangible assets | $ 5,669,000 | |||
Amortizable intangible assets, useful life | 9 years | |||
International Medical Service S.r.l. | Technology | ||||
Net Assets | ||||
Amortizable intangible assets | $ 1,381,000 | |||
Amortizable intangible assets, useful life | 9 years |
Acquisitions - Cantel Medical (
Acquisitions - Cantel Medical (UK) - PuriCore (Details) | Jun. 30, 2014USD ($)project | Aug. 31, 2014USD ($) | Jul. 31, 2016USD ($) | Jul. 31, 2015USD ($) | Jul. 31, 2014USD ($) |
Net Assets | |||||
Goodwill | $ 280,318,000 | $ 241,951,000 | $ 231,647,000 | ||
Cantel Medical (UK) - PuriCore International Limited | |||||
Acquisitions | |||||
Pre-acquisition annual revenues | $ 25,000,000 | ||||
Total consideration for the transaction, excluding acquisition-related costs | 27,675,000 | ||||
Net asset value adjustment | $ 337,000 | ||||
Net Assets | |||||
Current assets | 8,982,000 | ||||
Property, plant and equipment | 972,000 | ||||
Non-current deferred income tax assets, net | 1,924,000 | ||||
Current liabilities | (10,085,000) | ||||
Other long-term liabilities | (753,000) | ||||
Net assets acquired | $ 14,233,000 | ||||
Amortizable intangible assets, useful life | 9 years | ||||
Number of in-process research and development projects acquired | project | 0 | ||||
Goodwill | $ 13,442,000 | ||||
Goodwill deductible for income tax purposes | 0 | ||||
Contingent guaranteed obligation | 1,414,000 | 441,000 | |||
Cantel Medical (UK) - PuriCore International Limited | Current liabilities | |||||
Net Assets | |||||
Contingent guaranteed obligation, current | 693,000 | 75,000 | |||
Cantel Medical (UK) - PuriCore International Limited | Other long-term liabilities | |||||
Net Assets | |||||
Contingent guaranteed obligation, noncurrent | 721,000 | $ 366,000 | |||
Cantel Medical (UK) - PuriCore International Limited | Customer relationships | |||||
Net Assets | |||||
Amortizable intangible assets | $ 11,340,000 | ||||
Amortizable intangible assets, useful life | 10 years | ||||
Cantel Medical (UK) - PuriCore International Limited | Technology | |||||
Net Assets | |||||
Amortizable intangible assets | $ 1,760,000 | ||||
Amortizable intangible assets, useful life | 6 years | ||||
Cantel Medical (UK) - PuriCore International Limited | Other | |||||
Net Assets | |||||
Amortizable intangible assets | $ 93,000 | ||||
Amortizable intangible assets, useful life | 3 years |
Acquisitions - Sterilator (Deta
Acquisitions - Sterilator (Details) | Jan. 07, 2014USD ($)employee | Jul. 31, 2016USD ($) | Jul. 31, 2015USD ($) | Jul. 31, 2014USD ($) |
Net Assets | ||||
Goodwill | $ 280,318,000 | $ 241,951,000 | $ 231,647,000 | |
Sterilator Company, Inc. | ||||
Acquisitions | ||||
Total consideration for the transaction, excluding transaction costs | $ 3,349,000 | |||
Net Assets | ||||
Current assets | 1,058,000 | |||
Property, plant and equipment | 521,000 | |||
Current liabilities | (321,000) | |||
Deferred income tax liabilities | (276,000) | |||
Net assets acquired | $ 1,622,000 | |||
Amortizable intangible assets, useful life | 9 years | |||
Number of in-process research and development projects acquired | employee | 0 | |||
Goodwill | $ 1,727,000 | |||
Goodwill deductible for income tax purposes | 0 | |||
Sterilator Company, Inc. | Customer relationships | ||||
Net Assets | ||||
Amortizable intangible assets | $ 130,000 | |||
Amortizable intangible assets, useful life | 11 years | |||
Sterilator Company, Inc. | Technology | ||||
Net Assets | ||||
Amortizable intangible assets | $ 510,000 | |||
Amortizable intangible assets, useful life | 8 years |
Acquisitions - Jet Prep Ltd. (D
Acquisitions - Jet Prep Ltd. (Details) | Nov. 05, 2013USD ($)project | Jul. 31, 2016USD ($) | Jul. 31, 2015USD ($) | Jul. 31, 2014USD ($) |
Net Assets | ||||
Goodwill | $ 280,318,000 | $ 241,951,000 | $ 231,647,000 | |
Jet Prep Ltd. | ||||
Acquisitions | ||||
Total consideration for the transaction, excluding transaction costs | $ 5,350,000 | |||
Contingent consideration liability | $ 2,490,000 | 0 | ||
Period over which potential cash contingent consideration is payable | 7 years | |||
Assumed contingent obligation | 1,138,000 | |||
Net Assets | ||||
Current assets | $ 82,000 | |||
Property, plant and equipment | 65,000 | |||
Current liabilities | (104,000) | |||
Other long-term liabilities | (1,716,000) | |||
Net assets acquired | $ 2,057,000 | |||
Number of in-process research and development projects acquired | project | 0 | |||
Goodwill | $ 5,783,000 | |||
Goodwill deductible for income tax purposes | 0 | |||
Jet Prep Ltd. | Accrued expenses | ||||
Acquisitions | ||||
Assumed contingent obligation, current | 12,000 | |||
Jet Prep Ltd. | Other long-term liabilities | ||||
Acquisitions | ||||
Assumed contingent obligation, noncurrent | $ 1,126,000 | |||
Jet Prep Ltd. | Technology | ||||
Net Assets | ||||
Amortizable intangible assets | $ 3,730,000 | |||
Amortizable intangible assets, useful life | 7 years | |||
Jet Prep Ltd. | Contingent consideration, payable to sellers | ||||
Acquisitions | ||||
Contingent consideration liability | $ 2,490,000 | |||
Increase in goodwill | 2,490,000 | |||
Jet Prep Ltd. | Contingent consideration, payable to Israeli Government | ||||
Acquisitions | ||||
Increase in goodwill | 1,720,000 | |||
Liabilities assumed | 810,000 | |||
Increase in accrued expenses | 4,000 | |||
Increase in other long-term liabilities | $ 1,716,000 | |||
Jet Prep Ltd. | Contingent consideration, payable to Israeli Government | Minimum | ||||
Acquisitions | ||||
Israeli Government's rate of return on investment | 1 | |||
Jet Prep Ltd. | Contingent consideration, payable to Israeli Government | Maximum | ||||
Acquisitions | ||||
Israeli Government's rate of return on investment | 9 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Inventories, Net | ||
Raw materials and parts | $ 45,867,000 | $ 36,585,000 |
Work-in-process | 13,178,000 | 10,017,000 |
Finished goods | 37,831,000 | 29,371,000 |
Reserve for excess and obsolete inventory | (5,390,000) | (3,895,000) |
Total inventories | $ 91,486,000 | $ 72,078,000 |
Derivatives (Details)
Derivatives (Details) - Foreign currency forward contracts - Designated as hedging instrument - Fair value hedge instruments | 12 Months Ended |
Jul. 31, 2016USD ($)contract | |
Derivatives | |
Term of contracts | 1 month |
Number of contracts | contract | 4 |
Aggregate value of contracts | $ 8,942,000 |
Term of renewed contracts | 1 month |
Net currency conversion losses, net of tax | $ 438,000 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Basis (Details) - USD ($) | Jun. 30, 2014 | Nov. 05, 2013 | Jul. 31, 2016 |
Jet Prep Ltd. | |||
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis | |||
Contingent consideration | $ 2,490,000 | $ 0 | |
Assumed contingent obligation | 1,138,000 | ||
Contingent consideration period | 7 years | ||
Cantel Medical (UK) - PuriCore International Limited | |||
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis | |||
Contingent guaranteed obligation | $ 1,414,000 | 441,000 | |
Level 3 | Recurring basis | Jet Prep Ltd. | |||
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis | |||
Contingent consideration | $ 2,490,000 | 0 | |
Assumed contingent obligation | $ 1,720,000 | 1,138,000 | |
Contingent consideration period | 7 years | ||
Level 3 | Recurring basis | Jet Prep Ltd. | Minimum | |||
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis | |||
Assumed contingent obligation | $ 810,000 | ||
Level 3 | Recurring basis | Jet Prep Ltd. | Contingent Consideration | |||
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis | |||
Discount rate of cash flow projections (as a percent) | 12.60% | ||
Total potential contingent consideration payments, low end of range | 0 | ||
Level 3 | Recurring basis | Jet Prep Ltd. | Assumed contingent liability | |||
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis | |||
Discount rate of cash flow projections (as a percent) | 2.50% | ||
Total potential contingent consideration payments, low end of range | 0 | ||
Level 3 | Recurring basis | Cantel Medical (UK) - PuriCore International Limited | |||
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis | |||
Contingent guaranteed obligation | $ 1,414,000 | $ 441,000 | |
Discount rate of cash flow projections (as a percent) | 10.10% |
Fair Value Measurements - Hiera
Fair Value Measurements - Hierarchy Levels (Details) - Recurring basis - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Assets: | ||
Total assets | $ 740,000 | $ 1,680,000 |
Liabilities: | ||
Total accrued expenses | 378,000 | 578,000 |
Total other long-term liabilities | 1,201,000 | 2,199,000 |
Total liabilities | 1,579,000 | 2,777,000 |
Accrued expenses | ||
Liabilities: | ||
Assumed contingent obligation | 12,000 | 12,000 |
Contingent guaranteed obligation | 366,000 | 566,000 |
Other long-term liabilities | ||
Liabilities: | ||
Contingent consideration | 751,000 | |
Assumed contingent obligation | 1,126,000 | 1,126,000 |
Contingent guaranteed obligation | 75,000 | 322,000 |
Money markets | Cash and cash equivalents | ||
Assets: | ||
Money markets | 740,000 | 1,680,000 |
Level 1 | ||
Assets: | ||
Total assets | 740,000 | 1,680,000 |
Level 1 | Money markets | Cash and cash equivalents | ||
Assets: | ||
Money markets | 740,000 | 1,680,000 |
Level 3 | ||
Liabilities: | ||
Total accrued expenses | 378,000 | 578,000 |
Total other long-term liabilities | 1,201,000 | 2,199,000 |
Total liabilities | 1,579,000 | 2,777,000 |
Level 3 | Accrued expenses | ||
Liabilities: | ||
Assumed contingent obligation | 12,000 | 12,000 |
Contingent guaranteed obligation | 366,000 | 566,000 |
Level 3 | Other long-term liabilities | ||
Liabilities: | ||
Contingent consideration | 751,000 | |
Assumed contingent obligation | 1,126,000 | 1,126,000 |
Contingent guaranteed obligation | $ 75,000 | $ 322,000 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Liabilities (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Reconciliation of liability measured and recorded at fair value on a recurring basis using Level 3 | |||
Beginning balance | $ 2,777,000 | $ 5,869,000 | $ 45,000 |
Total net unrealized (gains) losses included in general and administrative expense in earnings | (687,000) | (2,585,000) | 219,000 |
Net purchases, issuances, sales and settlements | (511,000) | (507,000) | 5,605,000 |
Ending balance | 1,579,000 | 2,777,000 | 5,869,000 |
Byrne Medical Business | Price floor | |||
Reconciliation of liability measured and recorded at fair value on a recurring basis using Level 3 | |||
Beginning balance | 45,000 | ||
Total net unrealized (gains) losses included in general and administrative expense in earnings | (45,000) | ||
Contingent Consideration | Jet Prep Ltd. | |||
Reconciliation of liability measured and recorded at fair value on a recurring basis using Level 3 | |||
Beginning balance | 751,000 | 2,722,000 | |
Total net unrealized (gains) losses included in general and administrative expense in earnings | (751,000) | (1,971,000) | 232,000 |
Net purchases, issuances, sales and settlements | 2,490,000 | ||
Ending balance | 751,000 | 2,722,000 | |
Assumed contingent liability | Jet Prep Ltd. | |||
Reconciliation of liability measured and recorded at fair value on a recurring basis using Level 3 | |||
Beginning balance | 1,138,000 | 1,752,000 | |
Total net unrealized (gains) losses included in general and administrative expense in earnings | (614,000) | 32,000 | |
Net purchases, issuances, sales and settlements | 1,720,000 | ||
Ending balance | 1,138,000 | 1,138,000 | 1,752,000 |
Contingent guaranteed obligation | Cantel Medical (UK) - PuriCore International Limited | |||
Reconciliation of liability measured and recorded at fair value on a recurring basis using Level 3 | |||
Beginning balance | 888,000 | 1,395,000 | |
Total net unrealized (gains) losses included in general and administrative expense in earnings | 64,000 | ||
Net purchases, issuances, sales and settlements | (511,000) | (507,000) | 1,395,000 |
Ending balance | $ 441,000 | $ 888,000 | $ 1,395,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Asset Impairment (Details) - USD ($) | 12 Months Ended | 17 Months Ended | |
Jul. 31, 2015 | Jan. 31, 2015 | Jul. 31, 2016 | |
Asset impairment | |||
Property and equipment | $ 62,541,000 | $ 74,604,000 | |
Impairment of assets | 1,287,000 | ||
Assets Related to 2013 License Agreement | |||
Asset impairment | |||
Property and equipment | $ 287,000 | ||
2013 License Agreement | |||
Asset impairment | |||
Payments made for license | $ 1,000,000 |
Intangibles and Goodwill - Inta
Intangibles and Goodwill - Intangible Assets Summary (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Intangible assets with finite lives: | |||
Amortization expense | $ 13,095,000 | $ 13,265,000 | $ 10,641,000 |
Gross | 145,210,000 | 142,539,000 | |
Accumulated Amortization | (41,002,000) | (64,855,000) | |
Net | 104,208,000 | 77,684,000 | |
Intangible assets with indefinite lives: | |||
Trademarks and tradenames | 7,511,000 | 8,152,000 | |
Total intangible assets | |||
Gross | 152,721,000 | 150,691,000 | |
Accumulated Amortization | (41,002,000) | (64,855,000) | |
Net | $ 111,719,000 | 85,836,000 | |
Minimum | |||
Intangible assets with finite lives: | |||
Estimated useful lives | 3 years | ||
Maximum | |||
Intangible assets with finite lives: | |||
Estimated useful lives | 20 years | ||
Weighted average | |||
Intangible assets with finite lives: | |||
Estimated useful lives | 12 years | ||
Customer relationships | |||
Intangible assets with finite lives: | |||
Gross | $ 100,649,000 | 97,697,000 | |
Accumulated Amortization | (24,689,000) | (39,549,000) | |
Net | 75,960,000 | 58,148,000 | |
Total intangible assets | |||
Accumulated Amortization | (24,689,000) | (39,549,000) | |
Technology | |||
Intangible assets with finite lives: | |||
Gross | 32,767,000 | 26,508,000 | |
Accumulated Amortization | (11,813,000) | (12,656,000) | |
Net | 20,954,000 | 13,852,000 | |
Total intangible assets | |||
Accumulated Amortization | (11,813,000) | (12,656,000) | |
Brand names | |||
Intangible assets with finite lives: | |||
Gross | 6,194,000 | 12,970,000 | |
Accumulated Amortization | (2,394,000) | (10,865,000) | |
Net | 3,800,000 | 2,105,000 | |
Total intangible assets | |||
Accumulated Amortization | (2,394,000) | (10,865,000) | |
Non-compete agreements | |||
Intangible assets with finite lives: | |||
Gross | 3,092,000 | 3,129,000 | |
Accumulated Amortization | (1,193,000) | (997,000) | |
Net | 1,899,000 | 2,132,000 | |
Total intangible assets | |||
Accumulated Amortization | (1,193,000) | (997,000) | |
Patents and other registrations | |||
Intangible assets with finite lives: | |||
Gross | 2,508,000 | 2,235,000 | |
Accumulated Amortization | (913,000) | (788,000) | |
Net | 1,595,000 | 1,447,000 | |
Total intangible assets | |||
Accumulated Amortization | $ (913,000) | $ (788,000) |
Intangibles and Goodwill - Esti
Intangibles and Goodwill - Estimated Annual Amortization Expense (Details) | Jul. 31, 2016USD ($) |
Estimated annual amortization expense of intangible assets for next five years | |
2,017 | $ 13,086,000 |
2,018 | 12,787,000 |
2,019 | 12,464,000 |
2,020 | 10,710,000 |
2,021 | $ 10,375,000 |
Intangibles and Goodwill - Good
Intangibles and Goodwill - Goodwill Rollforward (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Changes in Goodwill | ||
Balance at the beginning of the period | $ 241,951,000 | $ 231,647,000 |
Acquisitions | 44,398,000 | 20,162,000 |
Foreign currency translation | (6,031,000) | (4,118,000) |
Sale of business | (5,740,000) | |
Balance at the end of the period | 280,318,000 | 241,951,000 |
Endoscopy | ||
Changes in Goodwill | ||
Balance at the beginning of the period | 87,007,000 | 78,274,000 |
Acquisitions | 40,047,000 | 11,093,000 |
Foreign currency translation | (6,039,000) | (2,360,000) |
Balance at the end of the period | 121,015,000 | 87,007,000 |
Water Purification and Filtration | ||
Changes in Goodwill | ||
Balance at the beginning of the period | 58,872,000 | 56,838,000 |
Acquisitions | 2,965,000 | |
Foreign currency translation | 8,000 | (931,000) |
Balance at the end of the period | 58,880,000 | 58,872,000 |
Healthcare Disposables | ||
Changes in Goodwill | ||
Balance at the beginning of the period | 87,939,000 | 81,835,000 |
Acquisitions | 4,351,000 | 6,104,000 |
Balance at the end of the period | 92,290,000 | 87,939,000 |
Dialysis | ||
Changes in Goodwill | ||
Balance at the beginning of the period | 8,133,000 | 8,133,000 |
Balance at the end of the period | $ 8,133,000 | 8,133,000 |
Other. | ||
Changes in Goodwill | ||
Balance at the beginning of the period | 6,567,000 | |
Foreign currency translation | (827,000) | |
Sale of business | $ (5,740,000) |
Warranties (Details)
Warranties (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Summary of activity in warranty reserves | ||
Beginning balance | $ 1,740,000 | $ 1,589,000 |
Acquisitions | 28,000 | 118,000 |
Provisions | 4,554,000 | 2,583,000 |
Settlements | (3,622,000) | (2,523,000) |
Foreign currency translation | (125,000) | (27,000) |
Ending balance | $ 2,575,000 | $ 1,740,000 |
Financing Arrangements (Details
Financing Arrangements (Details) - USD ($) | Mar. 04, 2014 | Sep. 29, 2016 | Aug. 31, 2016 | Sep. 29, 2016 | Jul. 31, 2016 | Jul. 31, 2014 | Jul. 31, 2015 |
Financing Arrangements | |||||||
Repayment of borrowings | $ 5,000,000 | ||||||
Credit Agreement | |||||||
Financing Arrangements | |||||||
Maximum borrowing capacity | $ 250,000,000 | ||||||
Debt issuance costs | 1,318,000 | ||||||
Fees on unused portion of credit facilities (as a percent) | 0.25% | ||||||
Shares of foreign subsidiaries pledged as security (as a percent) | 65.00% | ||||||
Outstanding borrowings | $ 116,000,000 | ||||||
Credit Agreement | Subsequent Events | |||||||
Financing Arrangements | |||||||
Outstanding borrowings | $ 171,000,000 | $ 171,000,000 | |||||
Repayment of borrowings | 6,000,000 | ||||||
Credit Agreement | Minimum | |||||||
Financing Arrangements | |||||||
Fees on unused portion of credit facilities (as a percent) | 0.20% | ||||||
Credit Agreement | Maximum | |||||||
Financing Arrangements | |||||||
Fees on unused portion of credit facilities (as a percent) | 0.40% | ||||||
Credit Agreement | Lender's base rate | |||||||
Financing Arrangements | |||||||
Margin on reference rate (as a percent) | 0.50% | ||||||
Reference rate (as a percent) | 3.50% | ||||||
Credit Agreement | Lender's base rate | Minimum | |||||||
Financing Arrangements | |||||||
Margin on reference rate (as a percent) | 0.25% | ||||||
Credit Agreement | Lender's base rate | Maximum | |||||||
Financing Arrangements | |||||||
Margin on reference rate (as a percent) | 1.25% | ||||||
Credit Agreement | LIBOR | |||||||
Financing Arrangements | |||||||
Margin on reference rate (as a percent) | 1.50% | ||||||
Credit Agreement | LIBOR | Minimum | |||||||
Financing Arrangements | |||||||
Margin on reference rate (as a percent) | 1.25% | ||||||
Reference rate (as a percent) | 0.47% | ||||||
Credit Agreement | LIBOR | Maximum | |||||||
Financing Arrangements | |||||||
Margin on reference rate (as a percent) | 2.25% | ||||||
Reference rate (as a percent) | 1.33% | ||||||
Revolving Credit Facility | |||||||
Financing Arrangements | |||||||
Maximum borrowing capacity | $ 250,000,000 | ||||||
Term of line of credit facility | 5 years | ||||||
Maximum additional borrowing capacity available at the entity's option | $ 100,000,000 | ||||||
Revolving Credit Facility | Subsequent Events | |||||||
Financing Arrangements | |||||||
Amount borrowed | $ 6,000,000 | $ 55,000,000 | $ 61,000,000 | ||||
Borrowings of foreign currency | |||||||
Financing Arrangements | |||||||
Maximum borrowing capacity | 100,000,000 | ||||||
Letters of credit | |||||||
Financing Arrangements | |||||||
Maximum borrowing capacity | 30,000,000 | ||||||
Swing line loans | |||||||
Financing Arrangements | |||||||
Maximum borrowing capacity | 10,000,000 | ||||||
Other assets | Credit Agreement | |||||||
Financing Arrangements | |||||||
Unamortized debt issuance costs | $ 946,000 | $ 1,312,000 | |||||
Other assets | Revolving Credit Facility | |||||||
Financing Arrangements | |||||||
Unamortized debt issuance costs | $ 512,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Tax Rate (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Income Taxes | |||
Consolidated effective tax rate (as a percent) | 36.20% | 37.10% | 36.90% |
Current | |||
Federal | $ 29,392,000 | $ 24,602,000 | $ 22,119,000 |
State | 4,433,000 | 3,920,000 | 3,710,000 |
International | 1,863,000 | 1,165,000 | 735,000 |
Total | 35,688,000 | 29,687,000 | 26,564,000 |
Deferred | |||
Federal | (216,000) | (425,000) | (896,000) |
State | (153,000) | (218,000) | (348,000) |
International | (1,341,000) | (806,000) | 26,000 |
Total | $ (1,710,000) | $ (1,449,000) | $ (1,218,000) |
Income Taxes - Geographic Compo
Income Taxes - Geographic Components (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Income Taxes | |||
Income before income taxes | $ 93,931,000 | $ 76,191,000 | $ 68,611,000 |
United States | |||
Income Taxes | |||
Income before income taxes | 92,744,000 | 73,645,000 | 67,288,000 |
International | |||
Income Taxes | |||
Income before income taxes | $ 1,187,000 | $ 2,546,000 | $ 1,323,000 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Income tax reconciliation disclosure | |||
Expected statutory tax | 35.00% | 35.00% | 35.00% |
Differential attributable to: | |||
Foreign operations | 0.60% | 1.20% | (0.10%) |
State and local taxes | 3.20% | 3.40% | 3.20% |
Domestic production deduction | (2.30%) | (2.40%) | (2.30%) |
Acquisition related items, net (a) | (1.60%) | 0.70% | |
Loss on sale of business | 1.10% | ||
R&E tax credit | (1.10%) | (0.50%) | (0.30%) |
Change in foreign tax rates | (0.40%) | ||
Other | 1.20% | 0.90% | 0.70% |
Consolidated effective tax rate (as a percent) | 36.20% | 37.10% | 36.90% |
Income Taxes - Deferred Taxes (
Income Taxes - Deferred Taxes (Details) - USD ($) | Jul. 31, 2016 | Jul. 31, 2015 |
Deferred tax assets: | ||
Accrued expenses | $ 5,140,000 | $ 3,650,000 |
Inventories | 2,990,000 | 1,996,000 |
Accounts receivable | 793,000 | 941,000 |
Other long-term liabilities | 252,000 | 690,000 |
Stock-based compensation | 3,665,000 | 2,640,000 |
Capital investment | 546,000 | 546,000 |
Domestic NOLs | 498,000 | |
Foreign NOLs | 5,154,000 | 4,861,000 |
Subtotal | 18,540,000 | 15,822,000 |
Valuation allowance | (2,334,000) | (2,037,000) |
Deferred tax assets, net of valuation allowance | 16,206,000 | 13,785,000 |
Deferred tax liabilities | ||
Property and equipment | (8,089,000) | (6,154,000) |
Intangible assets | (19,818,000) | (14,711,000) |
Goodwill | (11,878,000) | (10,409,000) |
Deferred tax liabilities, gross | (39,785,000) | (31,274,000) |
Net deferred tax liabilities | (23,579,000) | (17,489,000) |
Reported in Consolidated Balance Sheets as: | ||
Deferred income taxes - current asset | 6,233,000 | |
Deferred income taxes - noncurrent liability | (23,579,000) | (23,722,000) |
Net deferred tax liabilities | $ (23,579,000) | $ (17,489,000) |
Income Taxes - Operating Loss C
Income Taxes - Operating Loss Carryforwards (Details) - Foreign | Jul. 31, 2016USD ($) |
Operating loss carryforwards | |
Net operating loss carryforwards (NOLs) | $ 5,154,000 |
Valuation allowance on NOLs | $ 2,334,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Income Taxes | |||
Repatriated dividends | $ 0 | $ 0 | |
Cumulative amount of undistributed earnings indefinitely reinvested outside the United States | $ 23,395,000 | ||
Reconciliation of the beginning and ending amounts of gross unrecognized tax benefits | |||
Unrecognized tax benefits at the beginning of the period | $ 124,000 | ||
Activity during period | $ (124,000) |
Commitments and Contingencies -
Commitments and Contingencies - Annual Required Payments (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||
Sep. 29, 2016 | Aug. 31, 2016 | Sep. 29, 2016 | Jul. 31, 2016 | Jul. 31, 2014 | Aug. 01, 2016 | |
Minimum commitments under noncancelable operating leases | ||||||
2,017 | $ 6,139,000 | |||||
2,018 | 5,241,000 | |||||
2,019 | 4,211,000 | |||||
2,020 | 2,989,000 | |||||
2,021 | 2,180,000 | |||||
Thereafter | 3,408,000 | |||||
Total | 24,168,000 | |||||
Total contractual obligations | ||||||
2,017 | 19,640,000 | |||||
2,018 | 10,785,000 | |||||
2,019 | 122,631,000 | |||||
2,020 | 3,745,000 | |||||
2,021 | 2,840,000 | |||||
Thereafter | 4,430,000 | |||||
Total | 164,071,000 | |||||
Repayment of borrowings | $ 5,000,000 | |||||
Jet Prep Ltd. | ||||||
Total contractual obligations | ||||||
Assumed contingent obligation | 1,138,000 | |||||
Compensation agreements | ||||||
Other commitments | ||||||
2,017 | 10,470,000 | |||||
2,018 | 2,519,000 | |||||
2,019 | 498,000 | |||||
2,020 | 498,000 | |||||
2,021 | 377,000 | |||||
Thereafter | 583,000 | |||||
Total | 14,945,000 | |||||
Compensation agreements | Former CEO retirement obligation | ||||||
Other commitments | ||||||
2,017 | 3,823,000 | |||||
Total | 4,500,000 | |||||
Compensation agreements | Accutron, Inc. | Subsequent Events | ||||||
Total contractual obligations | ||||||
Increase in other commitment due in next twelve months | $ 400,000 | |||||
Increase in other commitment due in second year | $ 400,000 | |||||
Assumed contingent liability | ||||||
Other commitments | ||||||
2,017 | 19,000 | |||||
2,018 | 93,000 | |||||
2,019 | 188,000 | |||||
2,020 | 246,000 | |||||
2,021 | 280,000 | |||||
Thereafter | 439,000 | |||||
Total | $ 1,265,000 | |||||
Assumed contingent liability | Jet Prep Ltd. | ||||||
Total contractual obligations | ||||||
Discount rate of potential payments (as a percent) | 2.50% | |||||
Assumed contingent obligation | $ 1,138,000 | |||||
Contingent guaranteed obligation | ||||||
Other commitments | ||||||
2,017 | 186,000 | |||||
2,018 | 133,000 | |||||
2,019 | 122,000 | |||||
Total | 441,000 | |||||
Other long-term obligations | ||||||
Other commitments | ||||||
2,017 | 228,000 | |||||
2,018 | 200,000 | |||||
2,019 | 96,000 | |||||
2,020 | 12,000 | |||||
2,021 | 3,000 | |||||
Total | 539,000 | |||||
Credit Agreement | ||||||
Maturity of the credit facility | ||||||
2,019 | 116,000,000 | |||||
Total | 116,000,000 | |||||
Expected interest payments under the credit facility | ||||||
2,017 | 2,598,000 | |||||
2,018 | 2,599,000 | |||||
2,019 | 1,516,000 | |||||
Total | $ 6,713,000 | |||||
Total contractual obligations | ||||||
Weighted average interest rate on outstanding borrowings (as a percent) | 2.24% | |||||
Credit Agreement | Subsequent Events | ||||||
Maturity of the credit facility | ||||||
Total | $ 171,000,000 | $ 171,000,000 | ||||
Total contractual obligations | ||||||
Repayment of borrowings | 6,000,000 | |||||
Increase in expected interest payments | 1,232,000 | 1,232,000 | ||||
Revolving Credit Facility | Subsequent Events | ||||||
Total contractual obligations | ||||||
Amount borrowed | $ 6,000,000 | $ 55,000,000 | $ 61,000,000 |
Commitments and Contingencies80
Commitments and Contingencies - Operating Leases (Details) | 12 Months Ended | ||
Jul. 31, 2016USD ($)item | Jul. 31, 2015USD ($) | Jul. 31, 2014USD ($) | |
Operating Leases | |||
Number of significant leases that contain escalation clauses | item | 4 | ||
Rent expense | $ 6,675,000 | $ 6,025,000 | $ 4,409,000 |
Water Purification and Filtration | |||
Operating Leases | |||
Number of significant leases that contain escalation clauses | item | 2 | ||
Healthcare Disposables | |||
Operating Leases | |||
Number of significant leases that contain escalation clauses | item | 2 | ||
US Headquarters lease with escalation clauses , Philadelphia, Pennsylvania | Water Purification and Filtration | |||
Operating Leases | |||
Monthly base rent | $ 17,200 | ||
Monthly base rent in year of lease expiration under escalation clause | 20,100 | ||
Canadian Headquarters lease with escalation clauses, Toronto, Ontario | Water Purification and Filtration | |||
Operating Leases | |||
Monthly base rent | 12,800 | ||
Monthly base rent in year of lease expiration under escalation clause | 13,300 | ||
Manufacturing and warehousing facilities lease with escalation clauses, Sharon, Pennsylvania | Healthcare Disposables | |||
Operating Leases | |||
Monthly base rent | 19,300 | ||
Monthly base rent in year of lease expiration under escalation clause | 20,700 | ||
Manufacturing and warehousing facilities lease with escalation clauses, Santa Fe Springs, California | Healthcare Disposables | |||
Operating Leases | |||
Monthly base rent | 18,600 | ||
Monthly base rent in year of lease expiration under escalation clause | 20,100 | ||
Manufacturing and warehousing facilities lease, Cuba, New York | Healthcare Disposables | |||
Operating Leases | |||
Monthly base rent | $ 8,000 | ||
Number of former owners of Sterilator and current employees of the segment that control entity that owns facility | item | 2 | ||
Manufacturing and warehousing facilities lease, Conroe Park, Texas | |||
Operating Leases | |||
Monthly base rent | $ 31,800 | ||
Monthly base rent in year of lease expiration under escalation clause | $ 33,000 |
Commitments and Contingencies81
Commitments and Contingencies - Other Long-Term Obligations (Details) - USD ($) | Jul. 31, 2016 | Nov. 03, 2014 |
Jet Prep Ltd. | ||
Commitments and Contingencies | ||
Assumed contingent obligation | $ 1,138,000 | |
International Medical Service S.r.l. | Central bank of Italy | ||
Commitments and Contingencies | ||
Liabilities assumed | 415,000 | $ 843,000 |
Interest rate per annum (as a percent) | 0.25% | |
International Medical Service S.r.l. | Central bank of Italy | Accrued expenses | ||
Commitments and Contingencies | ||
Liabilities assumed | 165,000 | $ 187,000 |
International Medical Service S.r.l. | Central bank of Italy | Other long-term liabilities | ||
Commitments and Contingencies | ||
Liabilities assumed | $ 250,000 | $ 656,000 |
Accumulated Other Comprehensi82
Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Components and changes in accumulated other comprehensive (loss) income | |||
Balance | $ 406,633,000 | $ 365,246,000 | $ 321,132,000 |
Other comprehensive loss | (13,019,000) | (8,328,000) | (1,425,000) |
Reclassification adjustment to loss on sale of business for foreign currency translation gain included in net income during the period | 2,206,000 | ||
Income tax effect on reclassification adjustments | 33,978,000 | 28,238,000 | 25,346,000 |
Balance | 454,370,000 | 406,633,000 | 365,246,000 |
Accumulated Other Comprehensive Income | |||
Components and changes in accumulated other comprehensive (loss) income | |||
Balance | 1,224,000 | 9,552,000 | 10,977,000 |
Other comprehensive loss | (13,019,000) | (8,328,000) | (1,425,000) |
Other comprehensive income before reclassifications, net of tax | (7,064,000) | ||
Other comprehensive loss before reclassifications, before tax | (1,575,000) | ||
Income tax effect on other comprehensive loss before reclassifications | 17,000 | ||
Balance | (11,795,000) | 1,224,000 | 9,552,000 |
Accumulated Other Comprehensive Income | Reclassification adjustments | |||
Components and changes in accumulated other comprehensive (loss) income | |||
Reclassification adjustment to loss on sale of business for foreign currency translation gain included in net income during the period | (1,264,000) | ||
Reclassification adjustments to interest expense for losses on interest rate swaps included in net income during the period | 96,000 | ||
Reclassification adjustment for ineffective hedge on interest rate swap included in net income during the period | 113,000 | ||
Income tax effect on reclassification adjustments | (76,000) | ||
Foreign Currency Translation Adjustments | |||
Components and changes in accumulated other comprehensive (loss) income | |||
Balance | 1,224,000 | 9,552,000 | 11,080,000 |
Other comprehensive loss | (13,019,000) | ||
Other comprehensive income before reclassifications, net of tax | (7,064,000) | ||
Other comprehensive loss before reclassifications, before tax | (1,528,000) | ||
Balance | $ (11,795,000) | 1,224,000 | 9,552,000 |
Foreign Currency Translation Adjustments | Reclassification adjustments | |||
Components and changes in accumulated other comprehensive (loss) income | |||
Reclassification adjustment to loss on sale of business for foreign currency translation gain included in net income during the period | $ (1,264,000) | ||
Interest Rate Swap Agreements. | |||
Components and changes in accumulated other comprehensive (loss) income | |||
Balance | (103,000) | ||
Other comprehensive loss before reclassifications, before tax | (47,000) | ||
Income tax effect on other comprehensive loss before reclassifications | 17,000 | ||
Interest Rate Swap Agreements. | Interest rate swap agreements | Reclassification adjustments | |||
Components and changes in accumulated other comprehensive (loss) income | |||
Reclassification adjustments to interest expense for losses on interest rate swaps included in net income during the period | 96,000 | ||
Reclassification adjustment for ineffective hedge on interest rate swap included in net income during the period | 113,000 | ||
Income tax effect on reclassification adjustments | $ (76,000) |
Earnings Per Common Share - Com
Earnings Per Common Share - Computation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Numerator for basic and diluted earnings per share: | |||||||||||
Net income | $ 16,291,000 | $ 14,019,000 | $ 15,389,000 | $ 14,254,000 | $ 13,273,000 | $ 12,356,000 | $ 11,085,000 | $ 11,239,000 | $ 59,953,000 | $ 47,953,000 | $ 43,265,000 |
Less income allocated to participating securities, basic | (488,000) | (433,000) | (581,000) | ||||||||
Net income available to common shareholders, basic | 59,465,000 | 47,520,000 | 42,684,000 | ||||||||
Less income allocated to participating securities, diluted | (488,000) | (433,000) | (581,000) | ||||||||
Net income available to common shareholders, diluted | $ 59,465,000 | $ 47,520,000 | $ 42,684,000 | ||||||||
Denominator for basic and diluted earnings per share, as adjusted for participating securities: | |||||||||||
Denominator for basic earnings per share - weighted average number of shares outstanding attributable to common stock | 41,344,013 | 41,139,467 | 40,751,629 | ||||||||
Dilutive effect of stock options using the treasury stock method and the average market price for the period (in shares) | 46,181 | 63,133 | 159,685 | ||||||||
Denominator for diluted earnings per share - weighted average number of shares and common stock equivalents attributable to common stock | 41,390,194 | 41,202,600 | 40,911,314 | ||||||||
Earnings per share attributable to common stock: | |||||||||||
Basic earnings per share (in dollars per share) | $ 0.39 | $ 0.34 | $ 0.37 | $ 0.34 | $ 0.32 | $ 0.30 | $ 0.27 | $ 0.27 | $ 1.44 | $ 1.16 | $ 1.05 |
Diluted earnings per share (in dollars per share) | $ 0.39 | $ 0.34 | $ 0.37 | $ 0.34 | $ 0.32 | $ 0.30 | $ 0.27 | $ 0.27 | $ 1.44 | $ 1.15 | $ 1.04 |
Earnings Per Common Share - Wei
Earnings Per Common Share - Weighted Average Shares (Details) - shares | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Reconciliation of weighted average number of shares and common stock equivalents attributable to common stock, to the entity's total weighted average number of shares and common stock equivalents, including participating securities | |||
Denominator for diluted earnings per share - weighted average number of shares and common stock equivalents attributable to common stock | 41,390,194 | 41,202,600 | 40,911,314 |
Participating securities (in shares) | 340,363 | 378,706 | 558,252 |
Total weighted average number of shares and common stock equivalents attributable to both common stock and participating securities | 41,730,557 | 41,581,306 | 41,469,566 |
Repurchase of Shares (Details)
Repurchase of Shares (Details) - $ / shares | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Repurchase of Shares | ||
Shares purchased | 67,038 | 109,367 |
Total average price per share (in dollars per share) | $ 55.68 | $ 37.61 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Income statement components of stock-based compensation expense recognized in Consolidated Statements of Income | |||
Stock-based compensation before income taxes | $ 8,361,000 | $ 5,867,000 | $ 5,409,000 |
Income tax benefits | (2,956,000) | (2,026,000) | (1,909,000) |
Total stock-based compensation expense, net of tax | 5,405,000 | 3,841,000 | 3,500,000 |
Total unrecognized stock-based compensation expense, before income taxes, related to total nonvested stock options and stock awards (in dollars) | $ 8,960,000 | ||
Remaining weighted average period over which unrecognized stock-based compensation expense is expected to be recognized | 15 months | ||
Cost of sales | |||
Income statement components of stock-based compensation expense recognized in Consolidated Statements of Income | |||
Stock-based compensation before income taxes | $ 438,000 | 270,000 | 337,000 |
Operating expenses: Selling | |||
Income statement components of stock-based compensation expense recognized in Consolidated Statements of Income | |||
Stock-based compensation before income taxes | 929,000 | 608,000 | 665,000 |
Operating expenses: General and administrative | |||
Income statement components of stock-based compensation expense recognized in Consolidated Statements of Income | |||
Stock-based compensation before income taxes | 6,881,000 | 4,897,000 | 4,339,000 |
Operating expenses: Research and development | |||
Income statement components of stock-based compensation expense recognized in Consolidated Statements of Income | |||
Stock-based compensation before income taxes | 113,000 | 92,000 | 68,000 |
Total operating expenses | |||
Income statement components of stock-based compensation expense recognized in Consolidated Statements of Income | |||
Stock-based compensation before income taxes | $ 7,923,000 | $ 5,597,000 | $ 5,072,000 |
Stock-Based Compensation - Nonv
Stock-Based Compensation - Nonvested Stock Award Activity (Details) - Restricted shares - $ / shares | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Number of Shares | |||
Nonvested stock awards at the beginning of the period (in shares) | 343,519 | 525,842 | 605,767 |
Granted (in shares) | 175,700 | 144,278 | 258,760 |
Cancelled (in shares) | (4,807) | (12,804) | (10,066) |
Vested (in shares) | (183,045) | (313,797) | (328,619) |
Nonvested stock awards at the end of the period (in shares) | 331,367 | 343,519 | 525,842 |
Weighted Average Fair Value | |||
Nonvested stock awards at the beginning of the period (in dollars per share) | $ 32.77 | $ 22.25 | $ 11.96 |
Granted (in dollars per share) | 55.40 | 39.77 | 31.95 |
Cancelled (in dollars per share) | 45.06 | 26.20 | 15.70 |
Vested (in dollars per share) | 30.06 | 18.62 | 11.13 |
Nonvested stock awards at the end of the period (in dollars per share) | $ 46.09 | $ 32.77 | $ 22.25 |
Stock-Based Compensation - FV A
Stock-Based Compensation - FV Assumptions and Option Activity (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Weighted-Average Black-Scholes Option Valuation Assumptions | |||
Dividend yield (as a percent) | 0.20% | ||
Stock-based awards, additional disclosure | |||
Deduction in income tax due to exercise of options and vesting of restricted stock (in dollars) | $ 3,059,000 | $ 5,317,000 | |
Increase in additional paid-in capital due to excess tax benefit on stock-based compensation expense (in dollars) | $ 1,179,000 | $ 3,168,000 | |
Stock options | |||
Weighted-Average Black-Scholes Option Valuation Assumptions | |||
Dividend yield (as a percent) | 0.22% | 0.25% | |
Expected volatility (as a percent) | 55.90% | 33.90% | |
Risk-free interest rate (as a percent) | 1.41% | 1.55% | |
Expected lives | 5 years | 5 years | |
Stock options, additional disclosure | |||
Weighted average fair value of all options granted (in dollars per share) | $ 26.49 | $ 11.54 | |
Aggregate intrinsic value of all options exercised (in dollars) | $ 5,178,000 | $ 5,702,000 | |
Aggregate fair value of all options vested (in dollars) | $ 344,000 | $ 248,000 | $ 127,000 |
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 107,500 | 222,492 | 403,831 |
Granted (in shares) | 15,000 | 25,000 | 30,000 |
Canceled (in shares) | (211,339) | ||
Exercised (in shares) | (139,992) | ||
Outstanding at the end of the period (in shares) | 122,500 | 107,500 | 222,492 |
Exercisable at the end of the period (in shares) | 80,834 | 45,000 | 157,492 |
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 25.73 | $ 12.78 | $ 8.25 |
Granted (in dollars per share) | 55.36 | 36.70 | 31.81 |
Canceled (in dollars per share) | 6.82 | ||
Exercised (in dollars per share) | 7.11 | ||
Outstanding at the end of the period (in dollars per share) | 29.36 | 25.73 | 12.78 |
Exercisable at the end of the period (in dollars per share) | $ 22.72 | $ 20.32 | $ 8.21 |
Aggregate intrinsic value of outstanding options (in dollars) | $ 4,605,000 | $ 3,133,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Stock Option Information (Details) - Stock options - USD ($) | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Options Outstanding | ||
Number Outstanding (in shares) | 122,500 | |
Weighted Average Exercise Price (in dollars per share) | $ 29.36 | |
Total Intrinsic Value (in dollars) | $ 4,605,000 | $ 3,133,000 |
Options Exercisable | ||
Number Exercisable (in shares) | 80,834 | |
Weighted Average Exercise Price (in dollars per share) | $ 22.72 | |
Total Intrinsic Value (in dollars) | $ 3,575,000 | |
Range of Exercise Prices, Range 1 | ||
Additional information related to stock options outstanding | ||
Exercise price low end of range (in dollars per share) | $ 17.04 | |
Exercise price high end of range (in dollars per share) | $ 17.04 | |
Options Outstanding | ||
Number Outstanding (in shares) | 52,500 | |
Weighted Average Remaining Contractual Life | 15 months | |
Weighted Average Exercise Price (in dollars per share) | $ 17.04 | |
Options Exercisable | ||
Number Exercisable (in shares) | 52,500 | |
Weighted Average Remaining Contractual Life (in months) | 15 months | |
Weighted Average Exercise Price (in dollars per share) | $ 17.04 | |
Range of Exercise Prices, Range 2 | ||
Additional information related to stock options outstanding | ||
Exercise price low end of range (in dollars per share) | 31.81 | |
Exercise price high end of range (in dollars per share) | $ 36.70 | |
Options Outstanding | ||
Number Outstanding (in shares) | 55,000 | |
Weighted Average Remaining Contractual Life | 32 months | |
Weighted Average Exercise Price (in dollars per share) | $ 34.03 | |
Options Exercisable | ||
Number Exercisable (in shares) | 28,334 | |
Weighted Average Remaining Contractual Life (in months) | 31 months | |
Weighted Average Exercise Price (in dollars per share) | $ 33.25 | |
Range of Exercise Prices, Range 3 | ||
Additional information related to stock options outstanding | ||
Exercise price low end of range (in dollars per share) | 55.36 | |
Exercise price high end of range (in dollars per share) | $ 55.36 | |
Options Outstanding | ||
Number Outstanding (in shares) | 15,000 | |
Weighted Average Remaining Contractual Life | 51 months | |
Weighted Average Exercise Price (in dollars per share) | $ 55.36 |
Stock-Based Compensation - 2016
Stock-Based Compensation - 2016 Plan (Details) | 12 Months Ended | ||||
Jul. 31, 2016USD ($)itemshares | Jan. 31, 2016shares | Jul. 31, 2015shares | Jul. 31, 2014shares | Jul. 31, 2013shares | |
Restricted shares | |||||
Stock award plan | |||||
Outstanding unvested restricted stock shares | 331,367 | 343,519 | 525,842 | 605,767 | |
Stock options | |||||
Stock award plan | |||||
Outstanding options (in shares) | 122,500 | 107,500 | 222,492 | 403,831 | |
2016 Plan | |||||
Stock award plan | |||||
Maximum number of shares authorized for issuance | 1,200,000 | ||||
Number of anniversaries of grant date on which awards vest | item | 3 | ||||
Outstanding unvested restricted stock shares | 13,345 | ||||
Outstanding options (in shares) | 0 | ||||
Shares available under Plan | 1,194,054 | ||||
2016 Plan | First anniversary vesting | |||||
Stock award plan | |||||
Vesting percentage | 33.33% | ||||
Vesting period | 1 year | ||||
2016 Plan | Second anniversary vesting | |||||
Stock award plan | |||||
Vesting percentage | 33.33% | ||||
Vesting period | 2 years | ||||
2016 Plan | Third anniversary vesting | |||||
Stock award plan | |||||
Vesting percentage | 33.33% | ||||
Vesting period | 3 years | ||||
2016 Plan | Stock options | Minimum | |||||
Stock award plan | |||||
Voting stock threshold (as a percent) | 10.00% | ||||
2016 Plan | Stock options | Maximum | |||||
Stock award plan | |||||
Threshold of aggregate fair market value of ISOs exercisable for the first time in any calendar year | $ | $ 100,000 | ||||
Threshold of exercise price as a percentage of fair market value | 110.00% | ||||
2016 Plan | Stock options and stock appreciation rights | Maximum | |||||
Stock award plan | |||||
Expiration term | 10 years |
Stock-Based Compensation - 2006
Stock-Based Compensation - 2006 Plan (Details) | 12 Months Ended | |||
Jul. 31, 2016itemshares | Jul. 31, 2015shares | Jul. 31, 2014shares | Jul. 31, 2013shares | |
Stock options | ||||
Stock award plan | ||||
Outstanding options (in shares) | 122,500 | 107,500 | 222,492 | 403,831 |
Restricted shares | ||||
Stock award plan | ||||
Outstanding unvested restricted stock shares | 331,367 | 343,519 | 525,842 | 605,767 |
2006 Plan | ||||
Stock award plan | ||||
Maximum number of shares authorized for issuance | 5,591,000 | |||
2006 Plan | Stock options and stock appreciation rights | ||||
Stock award plan | ||||
Maximum number of shares authorized for issuance | 2,700,000 | |||
2006 Plan | Restricted stock and other stock awards | ||||
Stock award plan | ||||
Maximum number of shares authorized for issuance | 2,891,000 | |||
2006 Plan | Stock options | ||||
Stock award plan | ||||
Number of anniversaries of grant date on which awards vest | item | 3 | |||
Expiration term | 5 years | |||
Outstanding options (in shares) | 122,500 | |||
2006 Plan | Stock options | First anniversary vesting | ||||
Stock award plan | ||||
Vesting percentage | 33.33% | |||
Vesting period | 1 year | |||
2006 Plan | Stock options | Second anniversary vesting | ||||
Stock award plan | ||||
Vesting percentage | 33.33% | |||
Vesting period | 2 years | |||
2006 Plan | Stock options | Third anniversary vesting | ||||
Stock award plan | ||||
Vesting percentage | 33.33% | |||
Vesting period | 3 years | |||
2006 Plan | Restricted shares | ||||
Stock award plan | ||||
Number of anniversaries of grant date on which awards vest | item | 3 | |||
Outstanding unvested restricted stock shares | 317,932 | |||
2006 Plan | Restricted shares | First anniversary vesting | ||||
Stock award plan | ||||
Vesting percentage | 33.33% | |||
Vesting period | 1 year | |||
2006 Plan | Restricted shares | Second anniversary vesting | ||||
Stock award plan | ||||
Vesting percentage | 33.33% | |||
Vesting period | 2 years | |||
2006 Plan | Restricted shares | Third anniversary vesting | ||||
Stock award plan | ||||
Vesting percentage | 33.33% | |||
Vesting period | 3 years |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Retirement Plans | |||
Aggregate employer contributions recognized under 401(k) Savings and Retirement Plans | $ 3,406,000 | $ 2,541,000 | $ 2,196,000 |
Supplemental Cash Flow Inform93
Supplemental Cash Flow Information (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Supplemental Cash Flow Information | |||
Interest paid | $ 3,001,000 | $ 1,970,000 | $ 1,787,000 |
Income tax payments | $ 33,559,000 | $ 25,239,000 | $ 20,481,000 |
Information as to Operating S94
Information as to Operating Segments and Foreign and Domestic Operations - Concentration Risk (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2016USD ($) | Apr. 30, 2016USD ($) | Jan. 31, 2016USD ($) | Oct. 31, 2015USD ($) | Jul. 31, 2015USD ($) | Apr. 30, 2015USD ($) | Jan. 31, 2015USD ($) | Oct. 31, 2014USD ($) | Jul. 31, 2016USD ($)item | Jul. 31, 2015USD ($) | Jul. 31, 2014USD ($) | |
Concentration risk | |||||||||||
Consolidated net sales | $ 179,002,000 | $ 173,703,000 | $ 158,271,000 | $ 153,779,000 | $ 151,255,000 | $ 141,508,000 | $ 135,430,000 | $ 136,811,000 | $ 664,755,000 | $ 565,004,000 | $ 488,749,000 |
Water Purification and Filtration | |||||||||||
Concentration risk | |||||||||||
Consolidated net sales | 177,669,000 | 173,834,000 | 159,505,000 | ||||||||
Healthcare Disposables | |||||||||||
Concentration risk | |||||||||||
Consolidated net sales | 112,584,000 | 106,920,000 | 101,809,000 | ||||||||
Dialysis | |||||||||||
Concentration risk | |||||||||||
Consolidated net sales | $ 32,750,000 | $ 31,240,000 | $ 30,926,000 | ||||||||
Customer concentration | Segment sales | Water Purification and Filtration | Two customers | |||||||||||
Concentration risk | |||||||||||
Number of customers accounting for a percentage of segment net sales | item | 2 | ||||||||||
Concentration risk within segment (as a percent) | 43.70% | ||||||||||
Customer concentration | Segment sales | Healthcare Disposables | Four customers | |||||||||||
Concentration risk | |||||||||||
Number of customers accounting for a percentage of segment net sales | item | 4 | ||||||||||
Concentration risk within segment (as a percent) | 49.10% | ||||||||||
Customer concentration | Segment sales | Dialysis | Fresenius and DaVita | |||||||||||
Concentration risk | |||||||||||
Concentration risk within segment (as a percent) | 42.60% | ||||||||||
Customer concentration | Net sales | Da Vita Inc | |||||||||||
Concentration risk | |||||||||||
Concentration risk within segment (as a percent) | 10.00% | ||||||||||
Consolidated net sales | $ 48,620,000 |
Information as to Operating S95
Information as to Operating Segments and Foreign and Domestic Operations - Operating Segment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Information as to operating segments | |||||||||||
Net sales | $ 179,002,000 | $ 173,703,000 | $ 158,271,000 | $ 153,779,000 | $ 151,255,000 | $ 141,508,000 | $ 135,430,000 | $ 136,811,000 | $ 664,755,000 | $ 565,004,000 | $ 488,749,000 |
Operating income | 97,251,000 | 80,761,000 | 70,928,000 | ||||||||
Interest expense, net | (3,320,000) | (2,364,000) | (2,317,000) | ||||||||
Loss on sale of business | (2,206,000) | ||||||||||
Other expense | (2,206,000) | ||||||||||
Income before income taxes | 93,931,000 | 76,191,000 | 68,611,000 | ||||||||
Identifiable assets | 694,532,000 | 584,031,000 | 694,532,000 | 584,031,000 | 536,145,000 | ||||||
Capital expenditures | 18,889,000 | 12,760,000 | 13,541,000 | ||||||||
Depreciation and amortization | 25,084,000 | 23,957,000 | 18,886,000 | ||||||||
Operating Segment | |||||||||||
Information as to operating segments | |||||||||||
Operating income | 124,034,000 | 99,240,000 | 87,026,000 | ||||||||
General corporate | |||||||||||
Information as to operating segments | |||||||||||
Operating income | (26,783,000) | (18,479,000) | (16,098,000) | ||||||||
Identifiable assets | 31,629,000 | 35,320,000 | 31,629,000 | 35,320,000 | 33,190,000 | ||||||
Capital expenditures | 941,000 | 234,000 | 558,000 | ||||||||
Depreciation and amortization | 268,000 | 157,000 | 65,000 | ||||||||
Endoscopy | |||||||||||
Information as to operating segments | |||||||||||
Net sales | 341,752,000 | 248,654,000 | 190,440,000 | ||||||||
Endoscopy | Operating Segment | |||||||||||
Information as to operating segments | |||||||||||
Operating income | 61,021,000 | 40,863,000 | 34,194,000 | ||||||||
Identifiable assets | 347,107,000 | 238,799,000 | 347,107,000 | 238,799,000 | 203,582,000 | ||||||
Capital expenditures | 11,299,000 | 7,042,000 | 6,820,000 | ||||||||
Depreciation and amortization | 14,333,000 | 10,729,000 | 7,001,000 | ||||||||
Water Purification and Filtration | |||||||||||
Information as to operating segments | |||||||||||
Net sales | 177,669,000 | 173,834,000 | 159,505,000 | ||||||||
Water Purification and Filtration | Operating Segment | |||||||||||
Information as to operating segments | |||||||||||
Operating income | 30,620,000 | 30,606,000 | 25,750,000 | ||||||||
Identifiable assets | 137,731,000 | 138,069,000 | 137,731,000 | 138,069,000 | 126,397,000 | ||||||
Capital expenditures | 3,376,000 | 2,984,000 | 3,318,000 | ||||||||
Depreciation and amortization | 5,441,000 | 5,257,000 | 4,416,000 | ||||||||
Healthcare Disposables | |||||||||||
Information as to operating segments | |||||||||||
Net sales | 112,584,000 | 106,920,000 | 101,809,000 | ||||||||
Healthcare Disposables | Operating Segment | |||||||||||
Information as to operating segments | |||||||||||
Operating income | 24,486,000 | 19,904,000 | 18,720,000 | ||||||||
Identifiable assets | 157,918,000 | 145,391,000 | 157,918,000 | 145,391,000 | 138,240,000 | ||||||
Capital expenditures | 2,606,000 | 1,587,000 | 1,367,000 | ||||||||
Depreciation and amortization | 4,361,000 | 6,354,000 | 5,968,000 | ||||||||
Dialysis | |||||||||||
Information as to operating segments | |||||||||||
Net sales | 32,750,000 | 31,240,000 | 30,926,000 | ||||||||
Dialysis | Operating Segment | |||||||||||
Information as to operating segments | |||||||||||
Operating income | 7,907,000 | 6,749,000 | 7,547,000 | ||||||||
Identifiable assets | $ 20,147,000 | $ 26,452,000 | 20,147,000 | 26,452,000 | 25,420,000 | ||||||
Capital expenditures | 667,000 | 894,000 | 1,444,000 | ||||||||
Depreciation and amortization | $ 681,000 | 1,382,000 | 1,142,000 | ||||||||
Other. | |||||||||||
Information as to operating segments | |||||||||||
Net sales | 4,356,000 | 6,069,000 | |||||||||
Other. | Operating Segment | |||||||||||
Information as to operating segments | |||||||||||
Operating income | 1,118,000 | 815,000 | |||||||||
Identifiable assets | 9,316,000 | ||||||||||
Capital expenditures | 19,000 | 34,000 | |||||||||
Depreciation and amortization | $ 78,000 | $ 294,000 |
Information as to Operating S96
Information as to Operating Segments and Foreign and Domestic Operations - Geographic Areas (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Net sales | |||||||||||
Net sales | $ 179,002,000 | $ 173,703,000 | $ 158,271,000 | $ 153,779,000 | $ 151,255,000 | $ 141,508,000 | $ 135,430,000 | $ 136,811,000 | $ 664,755,000 | $ 565,004,000 | $ 488,749,000 |
Total long-lived assets | 79,753,000 | 67,883,000 | 79,753,000 | 67,883,000 | 57,637,000 | ||||||
Goodwill and intangible assets, net | 392,037,000 | 327,787,000 | 392,037,000 | 327,787,000 | 314,599,000 | ||||||
Total | 471,790,000 | 395,670,000 | 471,790,000 | 395,670,000 | 372,236,000 | ||||||
United States | |||||||||||
Net sales | |||||||||||
Net sales | 515,055,000 | 447,848,000 | 403,892,000 | ||||||||
Total long-lived assets | 62,820,000 | 57,080,000 | 62,820,000 | 57,080,000 | 53,221,000 | ||||||
Europe/Africa/Middle East | |||||||||||
Net sales | |||||||||||
Net sales | 88,355,000 | 62,193,000 | 32,634,000 | ||||||||
Europe | |||||||||||
Net sales | |||||||||||
Total long-lived assets | 14,863,000 | 9,122,000 | 14,863,000 | 9,122,000 | 2,275,000 | ||||||
Asia/Pacific | |||||||||||
Net sales | |||||||||||
Net sales | 33,374,000 | 28,529,000 | 24,736,000 | ||||||||
Total long-lived assets | 1,607,000 | 1,081,000 | 1,607,000 | 1,081,000 | 1,112,000 | ||||||
Canada | |||||||||||
Net sales | |||||||||||
Net sales | 20,975,000 | 19,306,000 | 20,729,000 | ||||||||
Total long-lived assets | $ 463,000 | $ 600,000 | 463,000 | 600,000 | 1,029,000 | ||||||
Latin America/South America | |||||||||||
Net sales | |||||||||||
Net sales | $ 6,996,000 | $ 7,128,000 | $ 6,758,000 |
Disposition of Business (Detail
Disposition of Business (Details) - USD ($) | Apr. 07, 2015 | Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 |
Disposition of Business | ||||||||||||
Proceeds from sale of business, net of cash retained and disposal costs | $ 3,767,000 | |||||||||||
Reclassification adjustment to loss on sale of business for foreign currency translation gain included in net income during the period | 1,264,000 | |||||||||||
Loss on sale of business | $ 2,206,000 | |||||||||||
Loss on sale of business, Diluted earnings per share (in dollars per share) | $ (0.39) | $ (0.34) | $ (0.37) | $ (0.34) | $ (0.32) | $ (0.30) | $ (0.27) | $ (0.27) | $ (1.44) | $ (1.15) | $ (1.04) | |
Specialty Packaging business | Other. | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||||||
Disposition of Business | ||||||||||||
Proceeds from sale of business, net of cash retained and disposal costs | $ 7,531,000 | |||||||||||
Amount held in escrow | 660,000 | |||||||||||
Costs associated with disposition | 1,128,000 | |||||||||||
Loss on sale of business | $ 2,206,000 | |||||||||||
Loss on sale of business, Diluted earnings per share (in dollars per share) | $ 0.04 | |||||||||||
Specialty Packaging business | Other. | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||||||||
Disposition of Business | ||||||||||||
Reclassification adjustment to loss on sale of business for foreign currency translation gain included in net income during the period | 1,264,000 | |||||||||||
Current assets | ||||||||||||
Cash and cash equivalents | 2,086,000 | |||||||||||
Accounts receivable, net of allowance for doubtful accounts | 660,000 | |||||||||||
Inventories | 789,000 | |||||||||||
Prepaid expenses and other current assets | 181,000 | |||||||||||
Property and equipment, net | 324,000 | |||||||||||
Intangible assets, net | 728,000 | |||||||||||
Goodwill | 5,740,000 | |||||||||||
Other assets | 140,000 | |||||||||||
Total assets held -for-sale | 10,648,000 | |||||||||||
Current Liabilities | ||||||||||||
Accounts payable | 352,000 | |||||||||||
Compensation payable | 70,000 | |||||||||||
Accrued expenses | 74,000 | |||||||||||
Deferred revenue | 18,000 | |||||||||||
Deferred income taxes | 163,000 | |||||||||||
Other liabilities | 75,000 | |||||||||||
Total liabilities held -for-sale | $ 752,000 |
Quarterly Results of Operatio98
Quarterly Results of Operations (unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Quarterly Results of Operations (unaudited) | |||||||||||
Net sales | $ 179,002,000 | $ 173,703,000 | $ 158,271,000 | $ 153,779,000 | $ 151,255,000 | $ 141,508,000 | $ 135,430,000 | $ 136,811,000 | $ 664,755,000 | $ 565,004,000 | $ 488,749,000 |
Cost of sales | 93,672,000 | 93,382,000 | 85,934,000 | 82,581,000 | 82,492,000 | 77,909,000 | 74,839,000 | 76,297,000 | 355,569,000 | 311,537,000 | 275,450,000 |
Gross profit | $ 85,330,000 | $ 80,321,000 | $ 72,337,000 | $ 71,198,000 | $ 68,763,000 | $ 63,599,000 | $ 60,591,000 | $ 60,514,000 | 309,186,000 | 253,467,000 | 213,299,000 |
Gross profit percentage | 47.70% | 46.20% | 45.70% | 46.30% | 45.50% | 44.90% | 44.70% | 44.20% | |||
Net income | $ 16,291,000 | $ 14,019,000 | $ 15,389,000 | $ 14,254,000 | $ 13,273,000 | $ 12,356,000 | $ 11,085,000 | $ 11,239,000 | $ 59,953,000 | $ 47,953,000 | $ 43,265,000 |
Earnings per common share: | |||||||||||
Basic (in dollars per share) | $ 0.39 | $ 0.34 | $ 0.37 | $ 0.34 | $ 0.32 | $ 0.30 | $ 0.27 | $ 0.27 | $ 1.44 | $ 1.16 | $ 1.05 |
Diluted (in dollars per share) | $ 0.39 | $ 0.34 | $ 0.37 | $ 0.34 | $ 0.32 | $ 0.30 | $ 0.27 | $ 0.27 | $ 1.44 | $ 1.15 | $ 1.04 |
SCHEDULE II - VALUATION AND Q99
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2014 | |
Allowance for doubtful accounts: | |||
Changes in allowance for doubtful accounts | |||
Balance at Beginning of Period | $ 2,092,000 | $ 1,874,000 | $ 1,265,000 |
Additions | 15,000 | 464,000 | 706,000 |
(Deductions) | (223,000) | (227,000) | (95,000) |
Translation Adjustments | (34,000) | (19,000) | (2,000) |
Balance at End of Period | 1,850,000 | 2,092,000 | 1,874,000 |
Reserve for excess and obsolete inventory: | |||
Changes in allowance for doubtful accounts | |||
Balance at Beginning of Period | 3,895,000 | 4,419,000 | 1,781,000 |
Additions | 3,182,000 | 1,494,000 | 3,480,000 |
(Deductions) | (1,569,000) | (1,796,000) | (802,000) |
Translation Adjustments | (118,000) | (222,000) | (40,000) |
Balance at End of Period | 5,390,000 | 3,895,000 | 4,419,000 |
Deferred tax asset valuation allowance: | |||
Changes in allowance for doubtful accounts | |||
Balance at Beginning of Period | 2,037,000 | 3,538,000 | 308,000 |
Additions | 929,000 | 1,010,000 | 3,363,000 |
(Deductions) | (712,000) | (2,420,000) | (126,000) |
Translation Adjustments | 80,000 | (91,000) | (7,000) |
Balance at End of Period | $ 2,334,000 | $ 2,037,000 | $ 3,538,000 |