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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 2001
CANTEL MEDICAL CORP.
(Exact name of registrant as specified in its character)
Delaware 0-6132 22-1760285
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
150 Clove Road, Little Falls, New Jersey 07424
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 973-890-7200
--------------------------------------------------
(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA
FINANCIAL INFORMATION AND EXHIBITS.
This Current Report on Form 8-K/A-2 is being filed in connection
with the acquisition of Minntech Corporation ("Minntech") by Cantel Medical
Corp. (the "Company") previously disclosed in Item 2 of this Form 8-K.
(a) FINANCIAL STATEMENTS. The financial statements of Minntech
required by this Current Report on Form 8-K are included herein as follows:
(1) Consolidated audited financial statements of Minntech
for the fiscal year ended March 31, 2001.
Incorporated by reference to the Annual Report on
Form 10-K of Minntech for the fiscal year ended March
31, 2001, which was attached as Annex I to the joint
proxy statement/prospectus dated July 30, 2001
included in a Registration Statement on Form S-4
filed by the Company on July 30, 2001.
(2) Consolidated unaudited interim financial statements
of Minntech for the thirteen weeks ended June 30,
2001. Incorporated by reference to the Quarterly
Report on Form 10-Q of Minntech for the quarterly
period ended June 30, 2001, a copy of which is
annexed as an Exhibit hereto.
(b) PRO FORMA FINANCIAL INFORMATION. The following pro forma
statements of the Company are filed as part of this Current Report on Form 8-K:
(1) The unaudited pro forma condensed consolidated
balance sheet of the Company as at July 31, 2001, and
the unaudited pro forma condensed consolidated
statement of income of the Company for the fiscal
year ended July 31, 2001.
(c) EXHIBITS.
23. Consent of PricewaterhouseCoopers LLP
99. Quarterly Report of Minntech on Form 10-Q for the
quarterly period ended June 30, 2001
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated financial
information gives effect to the merger using the purchase method of
accounting. This presentation gives effect to the issuance of 1,467,592
shares of Cantel common stock in connection with the merger. The Unaudited
Pro Forma Condensed Consolidated Statement of Income is prepared as if we
completed the merger on the first day of the year ended July 31, 2001 and the
Unaudited Pro Forma Condensed Consolidated Balance Sheet was prepared as if
we completed the merger on July 31, 2001.
The accompanying Notes to Unaudited Pro Forma Condensed Consolidated
Financial Statements explain the assumptions and adjustments used in preparing
the financial information, and do not reflect cost savings from operating
efficiencies or other improvements we may achieve by combining Cantel and
Minntech.
Cantel is providing this financial information for illustration
purposes only. It does not necessarily indicate what the operating results
and financial position of the combined company might have been had the merger
been completed as of the dates described above, nor does it necessarily
indicate what the combined company's operating results and financial position
will be following the merger.
The accompanying unaudited pro forma financial information should be
read in conjunction with:
o the audited consolidated financial statements and other financial
information included in Cantel's Annual Report on Form 10-K for the
fiscal year ended July 31, 2001, including the notes to those financial
statements;
o the audited consolidated financial statements and other financial
information included in Minntech's Annual Report on Form 10-K for the
fiscal year ended March 31, 2001, including the notes to those
financial statements; and
o the unaudited consolidated interim financial statements included in
Minntech's Quarterly Report on Form 10-Q for the thirteen weeks ended
June 30, 2001, including the notes to those financial statements.
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CANTEL MEDICAL CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JULY 31, 2001
ASSETS
<Table>
<Caption>
PRO FORMA
HISTORICAL ADJUSTMENTS
-------------------------- GIVING EFFECT PRO FORMA
CANTEL MINNTECH TO THE MERGER CONSOLIDATED (K)
------------ ----------- --------------- ----------------
(AMOUNTS IN THOUSANDS)
Current assets:
Cash and cash equivalents $ 5,050 $ 15,232 $ (7,392)(C) $ 12,890
Available-for-sale securities 1,057 -- (1,057)(D) --
Accounts receivable, net 11,768 14,854 -- 26,622
Inventories 8,166 9,951 400 (D) 18,517
Prepaid expenses and other current assets 453 4,959 (563)(D) 4,849
------------ ----------- ----------- -----------
Total current assets 26,494 44,996 (8,612) 62,878
Property and equipment, net 844 16,598 6,700 (D) 24,142
Intangible assets 622 490 7,210 (D) 8,322
Goodwill 585 372 14,293 (D) 15,250
Other assets 3,384 269 -- 3,653
------------ ----------- ----------- -----------
$ 31,929 $ 62,725 $ 19,591 $ 114,245
============ =========== =========== ===========
<Caption>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ -- $ -- $ 2,000 (B) $ 2,000
Accounts payable 4,115 3,632 -- 7,747
Accrued expenses 3,899 4,357 8,580 (D) 16,836
Income taxes 1,811 416 -- 2,227
------------ ----------- ----------- -----------
Total current liabilities 9,825 8,405 10,580 28,810
Long-term debt -- -- 32,000 (B) 32,000
Other long-term liabilities 77 815 2,700 (D) 3,592
Stockholders' equity:
Preferred Stock -- -- -- --
Common Stock 473 336 (189)(A)(D) 620
Additional capital 20,240 12,440 15,561 (A)(D) 48,241
Retained earnings 4,477 42,122 (42,122)(D) 4,477
Accumulated other comprehensive income (2,143) (1,393) 1,061 (D) (2,475)
Treasury Stock, at cost (1,020) -- -- (1,020)
------------ ----------- ----------- -----------
Total stockholders' equity 22,027 53,505 (25,689) 49,843
------------ ----------- ----------- -----------
$ 31,929 $ 62,725 $ 19,591 $ 114,245
============ =========== =========== ===========
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CANTEL MEDICAL CORP.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED JULY 31, 2001
<Table>
<Caption>
PRO FORMA
HISTORICAL ADJUSTMENTS
-------------------- GIVING EFFECT PRO FORMA
CANTEL(J) MINNTECH TO THE MERGER(E) CONSOLIDATED(L)
--------- -------- ---------------- ---------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Net sales $ 48,995 $ 79,237 $ -- $ 128,232
Cost of sales 29,468 50,286 400 (F) 80,154
--------- --------- ---------- -----------
Gross profit 19,527 28,951 (400) 48,078
Operating expenses:
Selling 5,692 9,341 -- 15,033
General and administrative 5,921 14,076 766 (G) 20,763
Research and development 949 3,503 -- 4,452
--------- --------- ---------- -----------
Total operating expenses 12,562 26,920 766 40,248
--------- --------- ---------- -----------
Income from continuing operations before
interest, other expense and income taxes 6,965 2,031 (1,166) 7,830
Interest expense (income), net (42) (789) 3,125 (H) 2,294
Other expense -- 142 -- 142
--------- --------- ---------- -----------
Income (loss) from continuing operations before
income taxes 7,007 2,678 (4,291) 5,394
Income taxes (benefit) 2,851 865 (914)(I) 2,802
--------- --------- ---------- -----------
Income from continuing operations $ 4,156 $ 1,813 $ (3,377) $ 2,592
========= ========= ========== ===========
Earnings from continuing operations per common share:
Basic $ 0.93 $ 0.44 (M)
========= ===========
Diluted $ 0.85 $ 0.41 (M)
========= ===========
Weighted average shares:
Basic 4,472 1,468 (A) 5,940
Diluted 4,910 1,468 (A) 6,378
</Table>
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NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(A) To reflect 1,467,592 shares of Cantel common stock issued to Minntech
shareholders.
(B) To record the bank financed portion of the $6.25 per-share cash
consideration given to Minntech shareholders for each outstanding share
of Minntech common stock. The portion of the debt comprising a term
loan due within one year of the effective date of the merger has been
classified as a current liability.
(C) To reflect the use of existing cash to fund (i) a portion of the cash
consideration given to Minntech shareholders and (ii) the cash-out of
in-the-money stock options held by Minntech option holders as required
by the merger agreement.
(D) To reflect the preliminary allocation of the purchase price to the net
assets of Minntech acquired in the transaction based upon the estimated
fair values of the tangible and intangible assets acquired and the
liabilities assumed, and to further record the remaining excess
purchase price as goodwill. The purchase accounting adjustments made in
connection with the development of the unaudited pro forma consolidated
financial information are preliminary and have been estimated solely
for purposes of developing the unaudited pro forma consolidated
financial information. Further, with respect to certain state sales and
use tax exposures for which Minntech has recorded an estimated
liability of $1,900,000 at July 28, 2001, Cantel will evaluate this
contingency after the closing of the merger, and reflect any change to
the liability balance as an adjustment of the preliminary purchase
price allocation. Cantel has undertaken a study to determine the value
of Minntech's net assets and will make appropriate adjustments to the
preliminary purchase price allocation upon completion of the study. For
purposes of these unaudited pro forma condensed consolidated financial
statements, the purchase price of $77,765,000 (including cash of
$41,392,000, shares of Cantel common stock with a fair market value of
$28,148,000, Cantel's existing investment in Minntech of $725,000 and
transaction costs, including severance obligations, of approximately
$7,500,000) and its preliminary allocations are as follows:
<Table>
Cash and cash equivalents $15,232,000
Accounts receivable, net 14,854,000
Inventories 10,351,000
Prepaids and other current assets 4,396,000
Property and equipment, net 23,298,000
Intangible assets 7,700,000
Other assets 519,000
Accounts payable (3,632,000)
Other accrued expenses (5,687,000)
Income taxes (416,000)
Other liabilities (3,515,000)
-----------
Total allocated purchase price 63,100,000
Total purchase price 77,765,000
-----------
Excess purchase price assigned to goodwill $14,665,000
===========
</Table>
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The principal purchase price accounting adjustments to the historical
Minntech net assets include (i) increases to the carrying value of
inventories of $400,000 and fixed assets of $6,700,000; (ii) an
allocation of $7,700,000 for intangible assets, principally proprietary
technology, customer relationships, trademarks and tradenames; (iii)
recording of a net deferred tax liability of $2,700,000, reflecting a
$5,850,000 liability for the difference in the financial and tax bases
of the increases in carrying values of Minntech's inventories and fixed
assets and the amounts allocated to intangible assets, partially offset
by the reduction of $3,150,000 of Cantel's valuation allowance for net
operating loss carryforwards, based upon an assessment of the combined
company's expected future results of operations and (iv) recording of
certain liabilities related to strategic decisions to permanently close
certain operating locations. In connection with this purchase
accounting, all existing Minntech stockholders' equity has been
eliminated and Cantel's existing investment in Minntech (included in
Cantel's available-for-sale securities) has been eliminated.
(E) The Unaudited Pro Forma Condensed Consolidated Statement of Income does
not include the anticipated direct costs associated with the merger.
(F) To reflect the increase in cost of sales related to the step-up in the
cost basis of Minntech's inventories.
(G) To reflect amortization of intangible assets and depreciation of fixed
assets based upon preliminary estimates of the fair values of such
assets using estimated useful lives ranging from two to twenty years
for such assets. In accordance with the provisions of the newly issued
Statement of Financial Accounting Standards No. 142, "GOODWILL AND
OTHER INTANGIBLE ASSETS", no amortization expense for the goodwill
generated as a result of the merger has been reflected in the
accompanying Unaudited Pro Forma Condensed Consolidated Statement of
Income. For information purposes, pro forma goodwill amortization
expense for the fiscal year ended July 31, 2001 would have been
$763,000, using an estimated life of 20 years.
(H) To reflect interest expense on the bank financed portion of the cash
consideration paid in the merger at an effective interest rate of 7%
per annum.
(I) To record the income tax effects of the pro forma income statement
adjustments.
(J) Excluded from the Unaudited Pro Forma Condensed Consolidated Statement
of Income were the results of Cantel's Consumer Products business which
was discontinued in July 2000 and is treated as a discontinued
operation. Cantel reported income from the discontinued business of
$225,000 for fiscal year 2001.
(K) In order to effect the Unaudited Pro Forma Condensed Consolidated
Balance Sheet as of July 31, 2001 (Cantel year-end), the balance sheet
of Cantel as of July 31, 2001 was consolidated with the balance sheet
of Minntech as of July 28, 2001.
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(L) In order to effect the Unaudited Pro Forma Condensed Consolidated
Statement of Income for the fiscal year ended July 31, 2001 (Cantel
year-end), the operating results for Cantel for the twelve months ended
July 31, 2001 were consolidated with the operating results for Minntech
for the twelve months ended July 28, 2001.
(M) Minntech's results of operations for the twelve months ended July 28,
2001 included charges of approximately $1,540,000 for sales and use
taxes, approximately $300,000 in legal and consulting expenses
associated with the merger, and approximately $2,860,000 associated
with certain asset impairments. These charges, which aggregate
approximately $4,700,000, are included within general and
administrative expenses ($4,200,000) and cost of sales ($500,000).
Without these charges and the related income taxes, unaudited pro forma
consolidated income from continuing operations for the twelve months
ended July 31, 2001 would have been approximately $5,370,000 and pro
forma consolidated basic and diluted earnings per share would have been
$0.90 and $0.84, respectively.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CANTEL MEDICAL CORP.
By: /s/ James P. Reilly
-------------------------------------
James P. Reilly
President and Chief Executive Officer
Dated: November 21, 2001