<PAGE>
SE
CURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
/ X / Quarterly Report pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
For the quarterly period ended April 30, 1995.
or
/ / Transition Report pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
For the transition period from _____ to _____.
Commission file number: 0-6132
CANTEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-1760285
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1135 Broad Street, Clifton, New Jersey 07013
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code
(201) 470-8700
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to the filing requirements for
the past 90 days. Yes X No
Number of shares of Common Stock outstanding as of May 24, 1995:
2,758,582
<PAGE>
PART I - FINANCIAL INFORMATION
<TABLE>
CANTEL INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Note 1)
(Dollar Amounts in Thousands, Except Per Share Data)
(Unaudited)
<CAPTION>
April 30, July 31,
1995 1994
<S> <C> <C>
Assets
Current assets:
Cash $ 293 $ 521
Accounts receivable, net 4,341 4,710
Inventories 8,036 7,122
Prepaid expenses and other current assets 341 424
Total current assets 13,011 12,777
Property and equipment, at cost:
Furniture and equipment 1,138 1,069
Leasehold improvements 636 593
1,774 1,662
Less accumulated depreciation and amortization 1,269 1,152
505 510
Other assets 784 828
$14,300 $14,115
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 2,563 $ 2,458
Compensation payable 728 690
Other accrued expenses 244 458
Income taxes payable - 824
Total current liabilities 3,535 4,430
Long-term debt 4,793 4,327
Deferred income taxes 65 63
Deferred compensation 7 107
Stockholders' equity:
Preferred Stock, par value $1.00 per share;
authorized 1,000,000 shares; none issued - -
Common Stock, $.10 par value; authorized 7,500,000
shares; issued and outstanding April 30 -
2,755,697 shares; July 31 - 2,735,128 shares 276 274
Additional capital 8,517 8,477
Accumulated deficit (1,665) (2,188)
Cumulative foreign currency translation adjustment (1,228) (1,375)
Total stockholders' equity 5,900 5,188
$14,300 $14,115
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
CANTEL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Note 1)
(Dollar Amounts in Thousands, Except Per Share Data)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net sales $ 6,334 $ 7,402 $21,085 $22,072
Cost of sales 4,283 4,843 14,369 14,970
Gross profit 2,051 2,559 6,716 7,102
Expenses:
Shipping and warehouse 201 158 591 540
Selling 930 969 3,022 2,983
General and administrative 538 562 1,726 1,721
Total operating expenses 1,669 1,689 5,339 5,244
Income from continuing operations
before other expenses, income
taxes and extraordinary gain 382 870 1,377 1,858
Other expenses:
Interest 129 90 342 186
Income from continuing operations
before income taxes and
extraordinary gain 253 780 1,035 1,672
Income taxes 95 384 512 762
Income from continuing operations
before extraordinary gain 158 396 523 910
Loss from discontinued operations - (54) - (94)
Income on disposal of discontinued
operations - - - 656
Income before extraordinary gain 158 342 523 1,472
Extraordinary gain on
extinguishment of debt - - - 1,211
Net income 158 342 523 2,683
Dividends on preferred stock - - - 314
Net income attributable to
common stock $ 158 $ 342 $ 523 $ 2,369
Earnings per common share (Note 3):
Primary:
Continuing operations $ 0.05 $ 0.13 $ 0.17 $ 0.20
Discontinued operations - (0.02) - 0.19
Extraordinary gain on
extinguishment of debt - - - 0.41
Net income $ 0.05 $ 0.11 $ 0.17 $ 0.80
Fully diluted:
Continuing operations $ 0.05 $ 0.13 $ 0.17 $ 0.20
Discontinued operations - (0.02) - 0.18
Extraordinary gain on
extinguishment of debt - - - 0.40
Net income $ 0.05 $ 0.11 $ 0.17 $ 0.78
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
CANTEL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Note 1)
(Dollar Amounts in Thousands)
(Unaudited)
<CAPTION>
Nine Months Ended
April 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities
Income from continuing operations $ 523 $ 910
Adjustments to reconcile income from continuing
operations to net cash (used in) provided by
operating activities:
Discontinued operations - (94)
Depreciation and amortization of continuing
operations 109 92
Depreciation and amortization of discontinued
operations - 13
Imputed interest 17 30
Changes in assets and liabilities:
Accounts receivable 369 231
Inventories (914) (301)
Prepaid expenses and other current assets 83 (127)
Accounts payable and accrued expenses (92) 68
Income taxes payable (824) 53
Net cash (used in) provided by operating activities (729) 875
Cash flows from investing activities
Additions to property and equipment of continuing
operations (74) (38)
Additions to property and equipment of discontinued
operations - (4)
Cash provided by discontinued operations - 88
Proceeds from sale of discontinued operations - 2,596
Other, net 163 (345)
Net cash provided by investing activities 89 2,297
Cash flows from financing activities
Proceeds from long-term debt 10,758 14,103
Repayment of long-term debt (10,292) (18,091)
Proceeds from exercise of stock options 42 81
Repurchase of Series A Preferred Stock - (204)
Expenses associated with extinguishment of debt - (33)
Deferred compensation payments (96) (99)
Net cash provided by (used in) financing activities 412 (4,243)
Decrease in cash (228) (1,071)
Cash at beginning of period 521 1,355
Cash at end of period $ 293 $ 284
See accompanying notes.
</TABLE>
<PAGE>
CANTEL INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial reporting and the requirements of
Form 10-Q and Rule 10.01 of Regulation S-X. Accordingly, they do
not include certain information and note disclosures required by
generally accepted accounting principles for annual financial
reporting and should be read in conjunction with the consolidated
financial statements and notes thereto included in Cantel
Industries, Inc.'s ("Company") Annual Report on Form 10-K for the
fiscal year ended July 31, 1994, and Management's Discussion and
Analysis of Financial Condition and Results of Operations included
elsewhere herein.
The unaudited interim financial statements reflect all
adjustments which management considers necessary for a fair
presentation of the results of operations for these periods. The
results of operations for the interim periods are not necessarily
indicative of the results for the full year.
The condensed consolidated balance sheet at July 31, 1994 was
derived from the audited consolidated balance sheet at that date.
Note 2. Income Taxes
Income taxes primarily consist of foreign income taxes
provided on the Company's Canadian operations. The effective tax
rate on Canadian operations was 41.4% for the nine months ended
April 30, 1995 as compared with 44.5% for the nine months ended
April 30, 1994.
Note 3. Earnings Per Common Share
Primary earnings per common share are computed based upon the
weighted average number of common shares outstanding during the
period plus common stock equivalents where dilutive. Primary
earnings per common share for the nine month period ended April 30,
1994 has been calculated reflecting imputed dividends of $205,000
and cash dividends of $109,000 on the Series A Preferred Stock.
Fully diluted earnings per common share are computed on the
assumption that the weighted average number of common shares
outstanding during the period was further increased by the exercise
of those stock options and warrants for which the period-end market
price of the Common Stock exceeded the average market price. Fully
diluted earnings per common share for the nine month period ended
April 30, 1994 has been calculated reflecting imputed dividends of
$205,000 and cash dividends of $109,000 on the Series A Preferred
Stock.
<PAGE>
The following average shares were used for the computation of
primary and fully diluted earnings per share (see Exhibit 11 for
computation of Earnings per Share):
<TABLE>
<CAPTION>
For the three For the nine
months ended months ended
April 30, April 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Primary 3,139,340 3,080,482 3,124,859 2,979,753
Fully diluted 3,175,651 3,087,692 3,167,392 3,043,866
</TABLE>
Note 4. Discontinued Operations
On October 29, 1993, the Company consummated the sale of all
of the assets and transferred certain liabilities of its Seating
Division to the German manufacturer of the seating products for an
adjusted purchase price of $2,809,000. The Company received
$2,650,000 in cash and a $150,000 promissory note of the purchaser
of the Seating Division at the time of closing, and received an
additional $9,000 in cash during August 1994 which was based upon
the calculation of the Seating Division's net asset value at the
time of closing. The promissory note was paid in October 1994. An
additional contingent payment of up to $150,000 could become due on
the 90th day following the end of the calendar year 1995, dependent
upon the operating results of the Seating Division. The sale of
the Seating Division has been reflected as a discontinued operation
and is presented separately in the condensed consolidated
statements of income.
Note 5. Financing Arrangements
Simultaneous with the sale of its Seating Division, the
Company paid in full its then outstanding United States bank debt
of $1,300,000 plus accrued interest and refinanced the Company's
Canadian credit facility with a Canadian bank. The remaining
deferred interest benefit of approximately $1,211,000 arising from
the Company's 1991 debt restructuring with its lending banks and
subordinated debenture holders was recognized as an extraordinary
gain on extinguishment of debt. Since October 29, 1993, the
Company's interest expense reflects a market rate of interest on
its borrowings.
The credit facility, as amended, is comprised of a $7,500,000
revolving credit facility to the Company's Canadian subsidiary.
The maximum borrowing availability under this facility will
<PAGE>
decrease annually over a three year period commencing January 1,
1996 and must be paid in full no later than December 31, 1998. The
Company will be permitted to borrow an amount up to (i) 75%-85% of
certain eligible accounts receivable, depending on the customer,
and (ii) 50% of qualifying inventory, depending on the type of
goods in inventory; however, any trade letters of credit issued
under this facility will reduce the maximum available borrowings by
50% of the amount of such trade letters of credit, while any
standby letters of credit, including the $500,000 letter of credit
issued to Olympus America Inc. during November 1993, will reduce
the maximum available borrowings by the full amount of such standby
letters of credit. The Company has the right to borrow funds under
this facility in either United States dollars or Canadian dollars,
a portion of which may be drawn in the form of bankers
acceptances.
United States dollar borrowings will bear interest at .5% above the
lender's United States base rate, and Canadian dollar borrowings
will bear interest at .75% above the lender's Canadian prime rate.
A commitment fee on the unused portion of this facility is payable
in arrears at a rate of .25% per annum, with interest on borrowings
payable monthly. Borrowings under this facility are guaranteed by
Cantel and secured by substantially all assets of the Company's
Canadian subsidiary and require the Canadian subsidiary to meet
certain financial covenants, including a minimum working capital
ratio, a minimum interest coverage ratio, a maximum debt to
tangible net worth ratio, and an annual limitation on capital
expenditures.
Upon completion of the sale of the Seating Division and the
refinancing of the Canadian credit facility, the Company redeemed
all 1,000 issued and outstanding shares of the Series A Preferred
Stock which were owned by the Company's lending banks, including
any rights the banks may have had to receive warrants and/or
dividends thereunder, for a cash payment of $200,000, the
assignment of the $150,000 note of the purchaser of the Seating
Division, which was paid in October 1994, and the assignment of 50%
of the $150,000 contingent payment which could become due on the
90th day following the end of the calendar year 1995, dependent
upon the operating results of the Seating Division. The banks also
received 133,950 shares of the Company's Common Stock.
Note 6. Dividends
Dividends on preferred stocks of $314,000 for the nine months
ended April 30, 1994, represent non-cash imputed dividends of
approximately $205,000 and cash dividends payable of $109,000 on
the Series A Preferred Stock through its redemption on October 29,
1993.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Results of Continuing Operations
Reference is made to the sale of the Company's Seating
Division (see Note 4 - Discontinued Operations). The results of
continuing operations described hereafter reflect, for the most
part, those results of the Company's wholly-owned Canadian
subsidiary, Carsen Group Inc. Reference is also made hereafter to
the effects of a weaker Canadian dollar against the United States
dollar during the three months and nine months ended April 30,
1995, as compared with the three months and nine months ended April
30, 1994 (decreases in value of approximately 3% and 2%,
respectively). In order to more accurately analyze the results of
operations, certain comparisons will be presented in Canadian
dollars as well as United States dollars. The ensuing discussion
should also be read in conjunction with the Company's Annual Report
on Form 10-K for the fiscal year ended July 31, 1994.
Net sales in Canadian dollars decreased by $1,386,000, or
13.7%, to $8,721,000 for the three months ended April 30, 1995,
from $10,107,000 for the three months ended April 30, 1994;
however, when translated into United States dollars, the net sales
decreased by $1,068,000, or 14.4%, to $6,334,000 for the three
months ended April 30, 1995, from $7,402,000 for the three months
ended April 30, 1994. Net sales in Canadian dollars decreased by
$531,000, or 1.8%, to $28,995,000 for the nine months ended April
30, 1995, from $29,526,000 for the nine months ended April 30,
1994; however, when translated into United States dollars, the net
sales decreased by $987,000, or 4.5%, to $21,085,000 for the nine
months ended April 30, 1995, from $22,072,000 for the nine months
ended April 30, 1994. These decreases were principally
attributable to the decreased sales of the Consumer Products
Division resulting from decreased demand for product, as well as
the Industrial Technology Division due to a significant purchase
last year of Jenoptik product by a particular customer, and for the
three months ended April 30, 1995, decreased sales of the Medical
Instruments Division resulting from delays in receiving hospital
purchase orders and delays in availability of certain product from
a major supplier. These decreases were partially offset by
increased sales of the Precision Instruments Division resulting
from increased demand, including a new product group, the Olympus
B-Max microscope, and for the nine months ended April 30, 1995, a
slight increase in sales of the Medical Instruments Division
resulting from new products such as the Medivators endoscope
disinfector.
Gross profit in Canadian dollars decreased by $649,000, or
18.6%, to $2,846,000 for the three months ended April 30, 1995,
<PAGE>
from $3,495,000 for the three months ended April 30, 1994; however,
when translated into United States dollars, the gross profit
decreased by $508,000, or 19.9%, to $2,051,000 for the three months
ended April 30, 1995, from $2,559,000 for the three months ended
April 30, 1994. Gross profit in Canadian dollars decreased by
$254,000, or 2.7%, to $9,254,000 for the nine months ended April
30, 1995, from $9,508,000 for the nine months ended April 30, 1994;
however, when translated into United States dollars, the gross
profit decreased by $386,000, or 5.4%, to $6,716,000 for the nine
months ended April 30, 1995, from $7,102,000 for the nine months
ended April 30, 1994. The gross profit margins for the three and
nine month periods ended April 30, 1995 were 32.4% and 31.9%,
respectively, as compared with 34.6% and 32.2% for the three and
nine month periods ended April 30, 1994. The lower gross profit
margins for the fiscal 1995 periods reflect the reduction in the
selling prices of certain camera models in the Consumer Products
Division to meet competition, and the increased sales in the
Precision Instruments Division of educational microscopes which
generally carry lower gross profit margins. These decreases in
gross profit margin were partially offset by the reduction in price
discounting in the Medical Instruments Division which was necessary
in fiscal year 1994 to meet competitive pricing, and the foreign
exchange hedging program initiated in November 1993.
Shipping and warehouse expenses as a percentage of net sales
were 3.2% and 2.8% for the three months and nine months ended April
30, 1995, respectively, as compared with 2.1% and 2.4% for the
three months and nine months ended April 30, 1994, respectively.
These percentage increases were principally attributable to the
decreases in sales for both periods, since most of the expenses in
this category are of a fixed nature.
Selling expenses as a percentage of net sales were 14.7% and
14.3% for the three months and nine months ended April 30, 1995,
respectively, as compared with 13.1% and 13.5% for the three months
and nine months ended April 30, 1994, respectively. These
percentage increases were principally attributable to the decreases
in sales for both periods, as a portion of the expenses in this
category are of a fixed nature, and an increase in the number of
personnel in the sales and product management functions and related
travel expenses.
General and administrative expenses decreased by $24,000 to
$538,000 for the three months ended April 30, 1995 from $562,000
for the three months ended April 30, 1994, and increased by $5,000
to $1,726,000 for the nine months ended April 30, 1995 from
$1,721,000 for the nine months ended April 30, 1994. The increase
for the nine months ended April 30, 1995 primarily reflects
increased compensation costs and an increase in professional fees,
which increases were substantially offset in the nine month period
by a decrease in foreign exchange losses. The decrease in foreign
<PAGE>
exchange losses resulted from translating the Company's Canadian
subsidiary's United States dollar denominated loans into Canadian
dollars at the period end exchange rates last year. In October
1993, the Company began borrowing in Canadian dollars which
subsequently eliminated such foreign exchange gains or losses.
Interest expense increased to $342,000 for the nine months
ended April 30, 1995, as compared with $186,000 for the nine months
ended April 30, 1994. This increase principally reflects interest
at market rates on borrowings outstanding under the Company's
revolving credit facility. Prior to October 29, 1993, the Company
reported substantially reduced interest expense on its outstanding
borrowings as a result of the 1991 debt restructuring.
Income from continuing operations before income taxes and
extraordinary gain decreased by $637,000 to $1,035,000 for the nine
months ended April 30, 1995 from $1,672,000 for the nine months
ended April 30, 1994.
The provision for income taxes for the nine months ended April
30, 1995 and April 30, 1994 represents taxes imposed on the
Company's Canadian operations.
Income on disposal of discontinued operations of $656,000
reflects the sale of all of the assets and the transfer of certain
liabilities of the Seating Division to the German manufacturer of
the seating products.
In October 1993, the Company paid in full its outstanding
United States bank debt and refinanced its Canadian bank debt with
a Canadian bank and recognized $1,211,000, which represents the
remaining deferred interest benefit from the Company's 1991 debt
restructuring with its lending banks and subordinated debenture
holders, as an extraordinary gain on the extinguishment of debt.
Dividends on preferred stocks of $314,000 for the nine months
ended April 30, 1994, represent non-cash imputed dividends of
approximately $205,000 and cash dividends payable of $109,000 on
the Series A Preferred Stock.
Liquidity and Capital Resources
At April 30, 1995, the Company's working capital was
$9,476,000, as compared with $8,347,000 at July 31, 1994. This
increase primarily reflects an increase in inventories attributable
to an increased requirement for demonstration units, a reduction in
accounts receivable due to decreased sales and a reduction in
current liabilities, all of which were partially achieved through
an increase in long-term debt, which increased from $4,327,000 at
July 31, 1994 to $4,793,000 at April 30, 1995.
<PAGE>
Net cash used in operating activities was $729,000 for the
nine months ended April 30, 1995, as compared with net cash
provided by operating activities of $875,000 for the nine months
ended April 30, 1994. This change was primarily due to decreases
in income from continuing operations and income taxes payable and
an increase in inventories. Net cash provided by investing
activities was $89,000 for the nine months ended April 30, 1995, as
compared with $2,297,000 for the nine months ended April 30, 1994.
This change principally reflected proceeds from the sale of the
Seating Division in October 1993. Net cash provided by financing
activities was $412,000 for the nine months ended April 30, 1995,
as compared with net cash used in financing activities of
$4,243,000 for the nine months ended April 30, 1994. This change
was principally due to refinancing and reduction of long-term debt
in fiscal 1994.
During fiscal 1994, the Company's Canadian subsidiary received
notice of reassessment for federal income taxes and withholding
taxes from Revenue Canada for the taxable years 1990 through 1992.
This notice was based upon the disallowance as a deduction for
income tax purposes and treatment as a taxable dividend of all of
the payments made to Cantel by the Canadian subsidiary during this
period with respect to a purchasing fee charged by Cantel for
negotiating certain distribution agreements on behalf of the
Canadian subsidiary. The Company disagrees with the position of
Revenue Canada and intends to pursue its available remedies.
However, the Company recorded a charge of $413,000 in its income
tax provision for the year ended July 31, 1993, which represents
management's estimated cost to settle this matter as well as
related provincial income taxes for the period. In addition, the
Company provided interest charges of approximately $34,000 and
$120,000 in fiscal 1994 and 1993, respectively, which represent
interest on the federal, provincial and withholding taxes. Such
provisions approximated the full amount of the reassessment for the
federal, provincial and withholding taxes and the related interest
thereon. The federal and provincial income taxes and related
interest thereon were paid during the quarter ended October 31,
1994 under protest.
Simultaneous with the sale of its Seating Division, the
Company paid in full its then outstanding United States bank debt
of $1,300,000 plus accrued interest and refinanced the Company's
Canadian credit facility with a Canadian bank. On October 29,
1993, the remaining deferred interest benefit of approximately
$1,211,000 arising from the Company's 1991 debt restructuring with
its lending banks and subordinated debenture holders was recognized
as an extraordinary gain on extinguishment of debt. Since October
29, 1993, the Company's interest expense reflects a market rate of
interest on its borrowings.
<PAGE>
The credit facility, as amended, is comprised of a $7,500,000
revolving credit facility to the Company's Canadian subsidiary.
The maximum borrowing availability under this facility will
decrease annually over a three year period commencing January 1,
1996 and must be paid in full no later than December 31, 1998. The
Company is permitted to borrow an amount up to (i) 75%-85% of
certain eligible accounts receivable, depending on the customer,
and (ii) 50% of qualifying inventory, depending on the type of
goods in inventory; however, any trade letters of credit issued
under this facility will reduce the maximum available borrowings by
50% of the amount of such trade letters of credit, while any
standby letters of credit, including the $500,000 letter of credit
issued to Olympus America Inc. during November 1993, will reduce
the maximum available borrowings by the full amount of such standby
letters of credit. The Company has the right to borrow funds under
this facility in either United States dollars or Canadian dollars,
a portion of which may be drawn in the form of bankers
acceptances.
United States dollar borrowings will bear interest at .5% above the
lender's United States base rate, and Canadian dollar borrowings
will bear interest at .75% above the lender's Canadian prime rate.
A commitment fee on the unused portion of this facility is payable
in arrears at a rate of .25% per annum, with interest on borrowings
payable monthly. Borrowings under this facility are guaranteed by
Cantel and secured by substantially all assets of the Company's
Canadian subsidiary and require the Canadian subsidiary to meet
certain financial covenants, including a minimum working capital
ratio, a minimum interest coverage ratio, a maximum debt to
tangible net worth ratio, and an annual limitation on capital
expenditures.
A further decrease in the value of the Canadian dollar against
the United States dollar could adversely affect the Company because
the Company's Canadian subsidiary purchases substantially all of
its products in United States dollars and sells its products in
Canadian dollars. Such adverse currency fluctuations could also
result in a corresponding adverse change in the United States
dollar value of the Company's assets that are denominated in
Canadian dollars. Under the credit facility, as amended, the
Company's Canadian subsidiary has a foreign exchange hedging
arrangement of up to $15,000,000 (U.S. dollars) which could be used
to minimize future adverse currency fluctuations as they relate to
purchases of inventories.
The Company's Canadian subsidiary has forward exchange
contracts at April 30, 1995 aggregating $13,500,000 (United States
dollars) to hedge against possible declines in the value of the
Canadian dollar which would otherwise result in higher inventory
costs. Such contracts cover the Canadian subsidiary's projected
purchases of inventories through December 31, 1995.
<PAGE>
The average exchange rate of the contracts open at April 30,
1995 was $1.3826 Canadian dollar per United States dollar, or
$.7233 United States dollar per Canadian dollar. The exchange rate
published by the Wall Street Journal on May 25, 1995, was $1.3645
Canadian dollar per United States dollar, or $.7329 United States
dollar per Canadian dollar.
The Company believes that its anticipated cash flow from
operations and the funds available under the credit facility will
be sufficient to satisfy the Company's cash operating requirements
for the foreseeable future. At May 24, 1995, $1,974,000 was
available under the credit facility.
Inflation has not significantly impacted the Company's
operations.
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There was no submission of matters to a vote during the
quarter ended April 30, 1995.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11, Computation of Earnings Per Share
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the
three months ended April 30, 1995.
<PAGE>
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 INDUSTRIES, INC.
Date: May 24, 1995 By: /s/ James P. Reilly
James P. Reilly, President
and Chief Executive Officer
(Principal Executive Officer
and Principal Financial Officer)
By: /s/ Craig A. Sheldon
Craig A. Sheldon, Vice
President and Controller
(Chief Accounting Officer)
<PAGE>
<TABLE>
EXHIBIT 11
CANTEL INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER SHARE
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
PRIMARY 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Weighted average number of
shares outstanding 2,753,361 2,640,962 2,742,897 2,575,264
Dilutive effect of options
and warrants using the
treasury stock method and
average market price for
the period 385,979 439,520 381,962 404,489
Weighted average number of
shares and common stock
equivalents 3,139,340 3,080,482 3,124,859 2,979,753
Income from continuing
operations before extra-
ordinary gain and dividends
on preferred stock $ 158,000 $ 396,000 $ 523,000 $ 910,000
Dividends on preferred stock - - - (314,000)
Income from continuing
operations before extra-
ordinary gain 158,000 396,000 523,000 596,000
Discontinued operations - - - 562,000
Extraordinary gain on
extinguishment of debt - (54,000) - 1,211,000
Net income attributable
to common stock $ 158,000 $ 342,000 $ 523,000 $2,369,000
Net income per common share:
Continuing operations $0.05 $0.13 $0.17 $ 0.20
Discontinued operations - (0.02) - 0.19
Extraordinary gain on
extinguishment of debt - - - 0.41
Net income $0.05 $0.11 $0.17 $0.80
</TABLE>
<PAGE>
<TABLE>
EXHIBIT 11
CANTEL INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER SHARE
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
FULLY DILUTED 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Weighted average number of
shares outstanding 2,753,361 2,640,962 2,742,897 2,575,264
Dilutive effect of options
and warrants using the
treasury stock method and
the higher of the average
market price for the period
or the period-end market
price 422,290 446,730 424,495 468,602
Weighted average number of
shares and common stock
equivalents 3,175,651 3,087,692 3,167,392 3,043,866
Income from continuing
operations before extra-
ordinary gain and dividends
on preferred stock $ 158,000 $ 396,000 $ 523,000 $ 910,000
Dividends on preferred stock - - - (314,000)
Income from continuing
operations before extra-
ordinary gain 158,000 396,000 523,000 596,000
Discontinued operations - (54,000) - 562,000
Extraordinary gain on
extinguishment of debt - - - 1,211,000
Net income attributable
to common stock $ 158,000 $ 342,000 $ 523,000 $2,369,000
Net income per common share:
Continuing operations $0.05 $0.13 $0.17 $ 0.20
Discontinued operations - (0.02) - 0.18
Extraordinary gain on
extinguishment of debt - - - 0.40
Net income $0.05 $0.11 $0.17 $0.78
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE CONDENSED CONSOLIDATED
BALANCE SHEET AT APRIL 30, 1995 AND
THE CONDENSED CONSOLIDATED
STATEMENT OF INCOME FOR THE NINE
MONTHS ENDED APRIL 30, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-END> APR-30-1995
<PERIOD-TYPE> 9-MOS
<CASH> 293000
<SECURITIES> 0
<RECEIVABLES> 4341000
<ALLOWANCES> 0
<INVENTORY> 8036000
<CURRENT-ASSETS> 13011000
<PP&E> 1774000
<DEPRECIATION> 1269000
<TOTAL-ASSETS> 14300000
<CURRENT-LIABILITIES> 3535000
<BONDS> 4793000
<COMMON> 276000
0
0
<OTHER-SE> 5624000
<TOTAL-LIABILITY-AND-EQUITY> 14300000
<SALES> 21085000
<TOTAL-REVENUES> 21085000
<CGS> 14369000
<TOTAL-COSTS> 5339000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 342000
<INCOME-PRETAX> 1035000
<INCOME-TAX> 512000
<INCOME-CONTINUING> 523000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 523000
<PAGE>
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0.17
</TABLE>
