<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10Q
(Mark One)
_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1996
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _______________
Commission file number 0-12488
Isomedix Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-1986189
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
11 Apollo Drive, Whippany, New Jersey 07981
(Address of principal executive offices) (Zip Code)
(201) 887-4700
(Registrant's telephone number, including area code)
NOT APPLICABLE
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the 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 such
filing requirements for the past 90 days. Yes _X_ No ___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
Yes ___ No ___
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of September 30, 1996 6,872,693 shares of common stock, $.01
par value.
<PAGE> 2
ISOMEDIX INC. AND SUBSIDIARIES
TABLE OF CONTENTS
SEPTEMBER 30, 1996
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS 3-4
September 30, 1996 and
December 31, 1995
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended
September 30, 1996 and 1995 5
For the Nine Months Ended
September 30, 1996 and 1995 6
CONSOLIDATED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY 7-8
For the Nine Months Ended
September 30, 1996
CONSOLIDATED STATEMENTS OF CASH FLOWS 9
For the Nine Months Ended
September 30, 1996 and 1995
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10-12
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 13-18
PART II. OTHER INFORMATION 19-22
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ISOMEDIX INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 4,796,427 $ 4,860,088
Investments 17,495,382 17,003,329
Accounts Receivable, Less
Allowance for Doubtful Accounts
of $475,000 at September 30, 1996
and $350,000 at December 31, 1995 8,487,721 8,048,560
Prepaid Expenses and Other Current Assets 874,993 830,629
------------ ------------
Total Current Assets 31,654,523 30,742,606
------------ ------------
PROPERTY, PLANT AND EQUIPMENT
At Cost 69,601,930 66,751,900
Less, Accumulated Depreciation 19,885,883 17,855,870
------------ ------------
49,716,047 48,896,030
------------ ------------
RADIOISOTOPE
At Cost 70,207,595 66,096,338
Less, Accumulated Depreciation 39,896,684 36,624,237
------------ ------------
30,310,911 29,472,101
------------ ------------
EXCESS OF COSTS OVER NET ASSETS ACQUIRED 705,206 725,906
OTHER ASSETS 3,083,377 2,186,868
------------ ------------
Total Assets $115,470,064 $112,023,511
============ ============
</TABLE>
See accompanying notes to the consolidated financial statements.
-3-
<PAGE> 4
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- -------------
(Unaudited)
<S> <C> <C>
LIABILITIES
CURRENT LIABILITIES
Current Portion of Long-Term Debt $ 500,000 $ 500,000
Accounts Payable and Accrued Expenses 1,550,311 1,631,453
Contract Deposits 81,391
119,781
Income Taxes Payable 472,175 545,888
------------- -------------
Total Current Liabilities 2,603,877 2,797,122
LONG-TERM DEBT 8,500,000 8,600,000
DEFERRED INCOME TAXES 8,776,007 8,453,497
------------- -------------
Total Liabilities 19,879,884 19,850,619
------------- -------------
STOCKHOLDERS' EQUITY
PREFERRED STOCK
$1.00 par value
Authorized - 1,000,000 shares
Issued and Outstanding - none
COMMON STOCK
$.01 par value
Authorized - 15,000,000 shares Issued:
September 30, 1996 - 7,169,868 shares
December 31, 1995 - 7,169,868 shares
Outstanding:
September 30, 1996 - 6,872,693 shares
December 31, 1995 - 6,984,528 shares 71,699 71,699
ADDITIONAL PAID-IN CAPITAL 37,648,104 37,719,155
RETAINED EARNINGS 62,251,327 57,167,649
------------- -------------
99,971,130 94,958,503
LESS, COMMON STOCK HELD IN THE TREASURY,
AT COST
September 30, 1996 - 297,175 shares
December 31, 1995 - 185,340 shares (4,380,950) (2,785,611)
------------- -------------
Total Stockholders' Equity 95,590,180 92,172,892
------------- -------------
Total Liabilities and
Stockholders' Equity $ 115,470,064 $ 112,023,511
============= =============
</TABLE>
See accompanying notes to the consolidated financial statements.
- 4 -
<PAGE> 5
ISOMEDIX INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
September 30, September 30,
1996 % 1995 %
------------- ----- ------------- -----
<S> <C> <C> <C> <C>
SALES $11,946,119 100.0 $11,008,841 100.0
COST OF SALES 6,189,794 51.8 5,352,263 48.6
----------- ----- ----------- -----
GROSS PROFIT 5,756,325 48.2 5,656,578 51.4
SELLING, GENERAL &
ADMINISTRATIVE EXPENSES 2,852,709 23.9 2,728,324 24.8
----------- ----- ----------- -----
OPERATING INCOME 2,903,616 24.3 2,928,254 26.6
OTHER INCOME (EXPENSE)
Investment Income 247,019 2.1 293,329 2.6
Interest Expense (109,583) (.9) (125,968) (1.1)
----------- ----- ----------- -----
INCOME BEFORE PROVISION
FOR INCOME TAXES 3,041,052 25.5 3,095,615 28.1
PROVISION FOR INCOME
TAXES 1,216,421 10.2 1,238,501 11.2
----------- ----- ----------- -----
NET INCOME $ 1,824,631 15.3 $ 1,857,114 16.9
=========== ===== =========== =====
EARNINGS PER SHARE $ .26 $ .26
=========== ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
-5-
<PAGE> 6
ISOMEDIX INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
September 30, September 30,
1996 % 1995 %
------------- ----- ------------- -----
<S> <C> <C> <C> <C>
SALES $36,203,768 100.0 $33,943,218 100.0
COST OF SALES 18,517,251 51.1 16,349,781 48.2
----------- ----- ----------- -----
GROSS PROFIT 17,686,517 48.9 17,593,437 51.8
SELLING, GENERAL &
ADMINISTRATIVE EXPENSES 9,529,823 26.3 8,443,533 24.9
----------- ----- ----------- -----
OPERATING INCOME 8,156,694 22.6 9,149,904 26.9
OTHER INCOME (EXPENSE)
Investment Income 661,637 1.8 764,525 2.3
Interest Expense (345,536) (1.0) (398,875) (1.2)
----------- ----- ----------- -----
INCOME BEFORE PROVISION
FOR INCOME TAXES 8,472,795 23.4 9,515,554 28.0
PROVISION FOR INCOME
TAXES 3,389,117 9.4 3,806,477 11.2
----------- ----- ----------- -----
NET INCOME $ 5,083,678 14.0 $ 5,709,077 16.8
=========== ===== =========== =====
EARNINGS PER SHARE $ .72 $ .79
=========== ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
-6-
<PAGE> 7
ISOMEDIX INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
TOTAL
STOCKHOLDERS'
EQUITY
<S> <C>
BALANCE - December 31, 1995 $ 92,172,892
Exercise of Stock Options 346,394
Acquisition of Treasury Stock (2,145,003)
Sales of Common Stock Under Employee
Stock Purchase Plan 132,219
Net Income 5,083,678
------------
BALANCE - September 30, 1996 $ 95,590,180
============
</TABLE>
See accompanying notes to the consolidated financial statements.
-7-
<PAGE> 8
<TABLE>
<CAPTION>
COMMON STOCK TREASURY STOCK
- -------------------- ADDITIONAL ------------------------
NUMBER PAID-IN RETAINED NUMBER
OF SHARES AMOUNT CAPITAL EARNINGS OF SHARES AMOUNT
<S> <C> <C> <C> <C> <C>
7,169,868 $71,699 $37,719,155 $57,167,649 (185,340) ($2,785,611)
(71,051) 28,028 417,445
(150,000) (2,145,003)
10,137 132,219
5,083,678
- --------- ------- ----------- ----------- -------- -----------
7,169,868 $71,699 $37,648,104 $62,251,327 (297,175) ($4,380,950)
========= ======= =========== =========== ======== ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
-8-
<PAGE> 9
ISOMEDIX INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
(Decrease) Increase in Cash and Cash Equivalents
<TABLE>
<CAPTION>
September 30, September 30,
1996 1995
------------ -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 5,083,678 $ 5,709,077
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 5,303,445 5,175,037
Amortization 134,074 527,458
Increase in allowance for doubtful accounts 125,000
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (564,161) 205,628
(Increase) decrease in prepaid expenses and
other assets (44,364) 773,159
Decrease in accounts payable and
accrued expenses (81,142) (1,287,714)
(Decrease) increase in contract deposits (38,390) 33,597
(Decrease) increase in income taxes payable (73,713) 158,352
Increase in deferred income taxes 322,510 320,805
- ---------------------------------------------- ------------ ------------
Net cash provided by operating activities 10,166,937 11,615,399
- ---------------------------------------------- ------------ ------------
Cash flows from investing activities:
Purchases of Investment (49,209,470) (21,141,960)
Proceeds from maturity of Investment 48,717,417 17,197,322
Additions to property, plant and
equipment (2,850,030) (3,549,409)
Additions to radioisotope (4,111,257) (1,489,387)
Increase in equipment deposits (900,000)
Other (110,868) (48,310)
- ---------------------------------------------- ------------ ------------
Net cash used in investing activities (8,464,208) (9,031,744)
- ---------------------------------------------- ------------ ------------
Cash flows from financing activities:
Payment of long-term debt (100,000) (500,000)
Purchases of treasury stock (2,145,003) (1,275,944)
Proceeds of stock options exercised and
employee stock purchases 478,613 360,779
Other (93,098)
- ---------------------------------------------- ------------ ------------
Net cash used in financing activities (1,766,390) (1,508,263)
- ---------------------------------------------- ------------ ------------
Net (decrease)increase in cash and cash
equivalents (63,661) 1,075,392
Cash and cash equivalents at beginning of
period 4,860,088 5,961,473
- ---------------------------------------------- ------------ ------------
Cash and cash equivalents at end of period $ 4,796,427 $ 7,036,865
- ---------------------------------------------- ------------ ------------
Supplemental cash flow information:
- ----------------------------------------------
Cash paid for interest (net of amounts
capitalized) $ 324,967 $ 399,975
- ---------------------------------------------- ------------ ------------
Cash paid for income taxes $ 3,125,091 $ 2,825,934
- ---------------------------------------------- ------------ ------------
Supplemental non-cash investing activities
- ----------------------------------------------
Additions to radioisotope in satisfaction
of lease receivable $ 217,692
------------
</TABLE>
See accompanying notes to the consolidated financial statements.
-9-
<PAGE> 10
ISOMEDIX INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The interim consolidated financial statements reflect all adjustments,
consisting only of normal recurring accruals, which are, in the opinion of the
Company's management, necessary for a fair statement of results for the periods
presented. Sales and net income for any interim period are not necessarily
indicative of results for a full year.
2. Earnings per share have been computed based upon the weighted average number
of shares of common stock outstanding during each period. For the three months
ended September 30, 1996 and 1995, the numbers of shares used in computing
earnings per share were 7,123,610 and 7,182,661, respectively. For the nine
months ended September 30, 1996 and 1995, the numbers of shares used in
computing earnings per share were 7,162,611 and 7,212,592, respectively.
3. As of September 30, 1996, debt securities had a carrying value of $17,495,382
and a market value of $17,530,197. The market value is calculated using
information provided by outside quotation services. The Company's investments
consist of debt instruments from Federal issuers with maturity dates not
exceeding one year.
-10-
<PAGE> 11
4. The Company has reclassified certain prior period amounts to conform with the
1996 presentation.
5. In April, 1996, the Company made a decision to establish two fully
operational validation service offices in New Jersey and Southern California. As
part of this process, the headquarters of Skyland relocated from Bozeman,
Montana to the vicinity of the Company's corporate office. Each regional
operation is in proximity to pharmaceutical industry concentration and will have
the full complement of personnel and test equipment to conduct full scale
validation projects. The benefits derived from this decision are greater access
to Skyland's resources, reduction of travel costs of personnel and greater
flexibility in the scheduling and performance of validation projects. Throughout
the remainder of 1996, the Company will incur approximately an additional
$80,000 of expenses, on a pre-tax basis, relating to the above.
The foregoing paragraph contains forward looking information concerning the
Company's expected future expenditures for fiscal 1996 in connection with the
establishment of two new validation service offices and relocation of the
headquarters of the Company's Skyland subsidiary. The forward looking statements
are necessarily estimates and reflect the Company's best judgment based upon
current information.
- 11 -
<PAGE> 12
6. In 1996 the Company adopted Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation." ("SFAS 123"). SFAS 123
establishes a fair value method for accounting for stock-based compensation
plans either through recognition or disclosure. SFAS 123 is effective for
financial statements for fiscal years beginning after December 15, 1995. The
Company plans to comply with the proforma disclosure method provisions of SFAS
123 and will disclose in its financial statements for the full year 1996 the
proforma net income and earnings per share amounts assuming the fair value
method was effective on January 1, 1995. SFAS 123 is effective for the fiscal
year ending December 31, 1996. The adoption of SFAS 123 will not impact the
Company's consolidated results of operations, financial position or cash flows.
- 12 -
<PAGE> 13
ITEM 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Consolidated sales increased approximately 8.5% to $11,946,119 in 1996 from
$11,008,841 in 1995. This increase resulted from a 7.0% increase in sales of
sterilization services to $11,033,486 in 1996 from $10,312,176 in 1995, due to
the higher volumes of product processed for new and existing customers. This
increase was partially offset by increased competitive factors including pricing
pressures which are expected to continue for the remainder of 1996 and into
1997. These pricing pressures are resulting in lower margin business for the
Company, offset in part by higher volumes. Sales of validation services by the
Company's Skyland subsidiary increased 31.0% to $912,633 in 1996 from $696,665
in 1995, due to additional contracts with new and existing customers.
Gross profit decreased to 48.2% of sales in 1996 from 51.4% in 1995. This
decrease is attributable in part to increased competitive factors including
pricing pressures, as described above. This decrease was partially offset by the
growth in consolidated sales.
Selling, general and administrative expenses, as a percentage of sales, were
23.9% in 1996 compared to 24.8% in 1995. This decrease was attributable to the
increase in sales. Selling, general and administrative expense increased 4.6%
primarily resulting from the increased payroll and payroll-related costs due to
the additions to the corporate management staff.
-13-
<PAGE> 14
Consolidated operating income was flat at $2,903,616 in 1996 compared to
$2,928,254 in 1995, and as a percentage of sales, it decreased to 24.3% in 1996
compared to 26.6% in 1995. Operating income from sterilization services (before
corporate overhead) increased $229,278 to $3,925,591 in 1996 from $3,696,313 in
1995 due to the increase in sales which was offset by margin decreases due to
pricing. However, as a percentage of sales, operating income was flat at 35.6%
in 1996 compared to 35.8% in 1995. Operating income from validation services
(before corporate overhead) decreased to a loss of $206,362 in 1996 from a loss
of $49,614 in 1995, primarily as a result of expenses relating to the hiring of
contract labor to support the sales effort during the relocation of Skyland.
Investment income decreased to $247,019 in 1996 from $293,329 in 1995, primarily
as a result of a decrease in invested capital, compared to a year ago, due to
the purchase of Company common stock, radioisotope and property, plant and
equipment, as partially offset by higher effective yields received on invested
securities.
Interest expense decreased to $109,583 in 1996 from $125,968 in 1995, as a
result of the payments of current maturities on long-term debt.
Net income was flat at $1,824,631 in 1996 compared to $1,857,114 in 1995. As a
percentage of sales, net income was 15.3% in 1996 compared to 16.9% in 1995.
This decrease in the net income margin was attributable to the reasons described
above.
-14-
<PAGE> 15
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Consolidated sales increased approximately 6.7% to $36,203,768 in 1996 from
$33,943,218 in 1995. This increase resulted from a 6.2% increase in sales of
sterilization services to $33,388,345 in 1996 from $31,440,875 in 1995, due to
higher volumes of products processed for new and existing customers and the
recognition of progress billings toward an irradiator sold to the United States
Department of Agriculture for insect sterilization. This increase was partially
offset by increased competitive factors including pricing pressures which are
expected to continue for the remainder of 1996 and into 1997. These pricing
pressures are resulting in lower margin business for the Company, offset in part
by higher volumes. Sales of validation services by the Company's Skyland
subsidiary increased 12.5% to $2,815,423 in 1996 from $2,502,343 in 1995, due to
additional contracts for new and existing customers.
Gross profit decreased to 48.9% of sales in 1996 from 51.8% in 1995. This
decrease is attributable to increased competitive factors including pricing
pressures, as described above. This decrease was partially offset by the growth
in consolidated sales.
Selling, general and administrative expenses, as a percentage of sales, were
26.3% in 1996 compared to 24.9% in 1995. This increase was primarily due to a
one-time charge in connection with the relocation of the headquarters of the
Company's Skyland subsidiary to the vicinity of the Company's corporate office
and the establishment of a West Coast regional center of operations. Selling,
general and administrative expense was also impacted by increased payroll and
payroll related costs resulting from the additions to the corporate management
staff.
- 15 -
<PAGE> 16
Consolidated operating income decreased 10.9% to $8,156,694 in 1996 from
$9,149,904 in 1995, and as a percentage of sales, decreased to 22.6% in 1996
compared to 26.9% in 1995. Operating income from sterilization services (before
corporate overhead) decreased to 33.8% of that segment's sales in 1996 from
35.6% in 1995. These decreases resulted from the factors described above.
Operating income from validation services (before corporate overhead) decreased
to a loss of $431,615 in 1996 from income of $94,686 in 1995, primarily as a
result of the one-time charge in 1996 in connection with the relocation of the
headquarters of Skyland and the establishment of a West Coast regional center of
operations, and as a result of the hiring of contract labor to support the sales
effort during the relocation.
Investment income decreased to $661,637 in 1996 from $764,525 in 1995, primarily
as a result of a decrease in invested capital compared to a year ago, due to the
purchase of Company common stock, radioisotope and property, plant and
equipment, as partially offset by higher effective yields received on invested
securities.
Interest expense decreased to $345,536 in 1996 from $398,875 in 1995 as a result
of the payments of current maturities on long-term debt.
Net income decreased to $5,083,678 in 1996 from $5,709,077 in 1995. This
decrease in net income was attributable to the reasons described above. As a
percentage of sales, net income was 14.0% in 1996 compared to 16.8% in 1995.
- 16 -
<PAGE> 17
LIQUIDITY AND CAPITAL RESOURCES
The increase in the Company's liquidity was principally attributable to the cash
provided by operating activities, derived from net income for the period as
adjusted for non-cash expense items such as depreciation and amortization. This
increase was partially offset by cash used to fund capital expenditures for the
purchase of radioisotope and equipment for the Company's existing sterilization
facilities, the construction of a new sterilization facility in Libertyville,
Illinois, and the purchase of Company common stock.
The Company currently utilizes excess cash flows from operations to fund capital
expenditures and facility expansion. In prior years, the Company has utilized
industrial development revenue bonds and sales of common stock to finance a
substantial portion of the costs of constructing and equipping (including the
initial purchase of radioisotope) some of its sterilization facilities.
Industrial development revenue bonds are collateralized by the property, plant,
equipment and radioisotope purchased with the proceeds of such bonds and the
agreements relating to such bonds contain various restrictive covenants.
The Company believes that funds from operating activities will be sufficient to
purchase radioisotope and to equip, on a year-to-year basis, the Company's
existing sterilization facilities.
-17-
<PAGE> 18
The Company may also utilize existing credit facilities, which the Company
expects to be able to renew annually, to fund the working capital needs of the
Company, as required. Expansion plans are expected to be funded from the
Company's investments. The Company's capital expenditures for 1996 are
anticipated to be approximately $10 to $12 million, including the constructing
and equipping of the Company's new sterilization facility in Libertyville,
Illinois, which is expected to become operational in the first half of 1997.
INFLATION
Inflation is not expected to have a significant impact on the Company's income,
particularly as the United States economy is presently experiencing a period of
low inflation. Based upon its experience since inception, the Company does not
expect that future increases in the cost of radioisotope or other materials will
be significant to its operations.
- 18 -
<PAGE> 19
PART II. OTHER INFORMATION
Item 1 Legal Proceedings
None to report.
Item 2 Changes in Securities
None to report.
Item 3 Defaults Upon Senior Securities
None to report.
Item 4 Submissions of Matters to a Vote of Security Holders
None to report.
Item 5 Other Information
None to report.
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits:
11.1 Statement Re: Computation of Earnings Per Share
For the Three Months Ended September 30, 1996 and
1995. (Unaudited)
11.2 Statement Re: Computation of Earnings Per Share
For the Nine Months Ended September 30, 1996 and
1995. (Unaudited)
27 Financial Data Schedule
(b) Reports on Form 8-K:
During the three months ended September 30, 1996,
Registrant filed no reports on Form 8-K.
- 19 -
<PAGE> 20
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.
ISOMEDIX INC.
(Registrant)
Date: November 13, 1996 /s/ Peter Mayer
--------------------------------------
Peter Mayer
President and Chief Executive Officer
Date: November 13, 1996 /s/ Thomas J. DeAngelo
--------------------------------------
Thomas J. DeAngelo
Vice President
Finance and Administration and
Chief Financial Officer
- 20 -
<PAGE> 21
EXHIBIT INDEX
EXHIBIT No. DESCRIPTION
11.1 COMPUTATION OF EARNINGS PER SHARE FOR THR THREE MONTHS
ENDED SEPTEMBER 30, 1996 AND 1995. (UNAUDITED)
11.2 COMPUTATION OF EARNINGS PER SHARE FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1996 AND 1995. (UNAUDITED)
27 FINANCIAL DATA SCHEDULE
<PAGE> 1
EXHIBIT 11.1
ISOMEDIX INC. AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE FOR THE
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995.
(Unaudited)
Net income and common shares used in the calculation of earnings per share for
the three months ended September 30, 1996 and 1995, were computed as follows:
<TABLE>
<CAPTION>
September 30, September 30,
1996 1995
------------- -------------
<S> <C> <C>
Net Income $1,824,631 $1,857,114
========== ==========
Weighted average number
of common shares
outstanding during the
period: 6,863,901 6,979,997
Add: Shares issuable upon
assumed exercise or con-
version of stock options
and warrants 259,709 202,664
---------- ----------
Common Shares 7,123,610 7,182,661
========== ==========
Earnings per common share $ .26 $ .26
========== ==========
</TABLE>
<PAGE> 1
EXHIBIT 11.2
ISOMEDIX INC. AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
Net income and common shares used in the calculation of earnings per share for
the nine months ended September 30, 1996 and 1995, were computed as follows:
<TABLE>
<CAPTION>
September 30, September 30,
1996 1995
------------- -------------
<S> <C> <C>
Net Income $5,083,678 $5,709,077
========== ==========
Weighted average number
of common shares
outstanding during the
period: 6,942,200 6,997,017
Add: Shares issuable upon
assumed exercise or con-
version of stock options
and warrants 220,411 215,575
---------- ----------
Common Shares 7,162,611 7,212,592
========== ==========
Earnings per common share $ .72 $ .79
========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 4,796,427
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0
0
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</TABLE>
