<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 March 31, 1997
----------------
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
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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 March 31, 1997: 6,430,298 shares of common
stock, $.01 par value.
<PAGE> 2
ISOMEDIX INC. AND SUBSIDIARIES
TABLE OF CONTENTS
MARCH 31, 1997
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS 3-4
March 31, 1997 and
December 31, 1996
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended
March 31, 1997 and 1996 5
CONSOLIDATED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY 6-7
For the Three Months Ended
March 31, 1997
CONSOLIDATED STATEMENTS OF CASH FLOWS 8
For the Three Months Ended
March 31, 1997 and 1996
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-12
PART II. OTHER INFORMATION 13-15
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ISOMEDIX INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
------------- -------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 11,495,267 $ 22,097,466
Accounts receivable, Less Allowance for doubtful
accounts of $412,000 at March 31, 1997 and
$390,000 at December 31, 1996 7,070,254 6,360,174
Assets of discontinued operations 1,689,900 2,476,416
Prepaid expenses and other current assets 1,183,378 553,538
------------- -------------
Total current assets 21,438,799 31,487,594
------------- -------------
Property, plant and equipment, at cost 76,000,814 72,125,613
Less, Accumulated depreciation and amortization
(19,239,748) (18,730,202)
------------- -------------
56,761,066 53,395,411
------------- -------------
Radioisotope, at cost 74,464,179 70,712,938
Less, Accumulated Depreciation (41,785,427) (41,099,527)
------------- -------------
32,678,752 29,613,411
------------- -------------
Other assets 1,125,574 1,123,916
------------- -------------
Total assets $ 112,004,191 $ 115,620,332
============= =============
</TABLE>
See accompanying notes to the consolidated financial statements.
-3-
<PAGE> 4
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
------------- -------------
<S> <C> <C>
LIABILITIES
CURRENT LIABILITIES
Current portion of long-term debt $ 600,000 $ 600,000
Accounts payable and accrued expenses 2,302,788 1,961,282
Liabilities of discontinued operations 1,102,979 1,295,251
Income taxes payable 891,525 405,704
------------ ------------
Total Current Liabilities 4,897,292 4,262,237
LONG-TERM DEBT 7,900,000 8,000,000
DEFERRED INCOME TAXES 9,192,112 8,997,668
------------ ------------
Total Liabilities 21,989,404 21,259,905
------------ ------------
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:
March 31, 1997 - 7,169,868 shares
December 31, 1996 - 7,169,868 shares
Outstanding:
March 31, 1997 - 6,430,298 shares
December 31, 1996 - 6,837,993 shares 71,699 71,699
ADDITIONAL PAID-IN CAPITAL 37,659,586 37,667,729
Cumulative foreign translation adjustments (368,128) --
RETAINED EARNINGS 63,225,678 61,485,309
------------ ------------
100,588,835 99,224,737
LESS, COMMON STOCK HELD IN THE TREASURY,
AT COST
March 31, 1997 - 739,570 shares
December 31, 1996 - 331,875 shares (10,574,048) (4,864,310)
------------ ------------
Total Stockholders' Equity 90,014,787 94,360,427
------------ ------------
Total Liabilities and
Stockholders' Equity $112,004,191 $115,620,332
============ ============
</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 MARCH 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
March 31, March 31,
1997 % 1996 %
------------ ----- ------------ -----
<S> <C> <C> <C> <C>
SALES $ 11,989,840 100.0 $ 10,792,732 100.0
COST OF SALES 5,940,763 49.6 5,561,968 51.5
------------ ---- ------------ -----
GROSS PROFIT 6,049,077 50.4 5,230,764 48.5
SELLING, GENERAL &
ADMINISTRATIVE EXPENSES 3,218,322 26.8 2,808,208 26.0
------------ ---- ------------ -----
OPERATING INCOME 2,830,755 23.6 2,422,556 22.5
OTHER INCOME (EXPENSE)
Investment Income 177,048 1.5 191,910 1.8
Interest Expense (107,188) (0.9) (119,147) (1.1)
------------ ---- ------------ -----
INCOME BEFORE PROVISION
FOR INCOME TAXES 2,900,615 24.2 2,495,319 23.2
PROVISION FOR INCOME
TAXES 1,160,246 9.7 999,939 9.3
------------ ---- ------------ -----
INCOME FROM CONTINUING
OPERATIONS $ 1,740,369 14.5 $ 1,495,380 13.9
------------ ---- ------------ -----
DISCONTINUED OPERATIONS -- -- (10,879) (.1)
------------ ---- ------------ -----
NET INCOME $ 1,740,369 14.5 $ 1,484,501 (13.8)
============ ==== ============ =====
Weighted Average Shares 6,699,788 7,191,625
EARNINGS PER SHARE:
INCOME FROM CONTINUING
OPERATIONS $ .26 $ .21
DISCONTINUED
OPERATIONS -- --
------------ ------------
NET INCOME $ .26 $ .21
============ ============
</TABLE>
See accompanying notes to the consolidated financial statements.
-- 5 --
<PAGE> 6
ISOMEDIX INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
TOTAL
STOCKHOLDERS'
EQUITY
-------------
<S> <C>
BALANCE -- December 31, 1996 $94,360,427
Acquisition of Treasury Stock (5,781,645)
Exercise of Stock Options --
Sales of Common Stock Under Employee
Stock Purchase Plan 63,765
Translation Adjustments (368,128)
Net Income 1,740,369
-----------
BALANCE -- March 31, 1997 $90,014,788
===========
</TABLE>
See accompanying notes to the consolidated financial statements.
-6-
<PAGE> 7
<TABLE>
<CAPTION>
COMMON STOCK TREASURY STOCK
----------------- ADDITIONAL CUMULATIVE -----------------------
NUMBER PAID-IN TRANSLATION RETAINED NUMBER
OF SHARES AMOUNT CAPITAL ADJUSTMENT EARNINGS OF SHARES AMOUNT
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE - December 31, 1996 7,169,868 $71,699 $37,667,729 -- $61,485,309 (331,875) ($4,864,310)
Acquisition of Treasury Stock (412,600) (5,781,645)
Exercise of stock Options
Sales of Common stock Under Employee
Stock Purchase Plan (8,142) 4,905 71,907
Translation Adjustments (368,128)
Not Income 1,740,369
--------- ------- ----------- --------- ----------- -------- ------------
BALANCE - March 31, 1997 7,169,868 $71,699 $37,659,587 ($368,128) $63,225,678 (739,570) ($10,574,048)
========= ======= =========== ========= =========== ======== ============
</TABLE>
See accompanying notes to the consolidated financial statements.
-7-
<PAGE> 8
ISOMEDIX INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
(Decrease) Increase in Cash and Cash Equivalents
<TABLE>
<CAPTION>
March 31, March 31,
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $1,740,369 $1,484,501
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,805,242 1,730,147
Amortization 6,491 91,780
Provision for doubtful accounts 64,552 50,000
Changes in assets and liabilities:
Increase in accounts receivable (8,174) (469,552)
Increase in prepaid expenses and
other assets (629,689) (545,363)
(Decrease) increase in accounts
payable and accrued expenses (90,634) 65,176
Increase in contract deposits -- 74,302
Increase in income taxes payable 485,821 795,382
Increase in deferred income
taxes 194,444 94,608
---------- ----------
Net cash provided by operating activities 3,568,422 3,370,981
---------- ----------
Cash flows from investing activities:
Purchases of held to maturity
securities -- (14,881,349)
Proceeds from maturity of held to
maturity securities -- 14,755,234
Additions to property, plant and
equipment (1,837,812) (546,789)
Acquisition of Puerto Rico
facility (4,600,000) --
Additions to radioisotope (1,701,792) (776,815)
Increase in equipment deposits (138,947) (900,000)
Other 22,444 15,592
--------- ----------
Net cash used in investing activities (8,256,107) (2,334,127)
--------- ----------
Cash flows from financing activities:
Payment of long-term debt (100,000) (100,000)
Purchases of treasury stock (5,781,645)
Proceeds of stock options exercised
and employee stock purchases 63,765 143,118
--------- ---------
Net cash (used in) provided by financing
activities (5,817,880) 43,118
--------- ---------
Effect of exchange rate changes on cash (96,634) --
--------- ---------
Net (decrease) increase in cash and cash
equivalents (10,602,199) 1,079,972
Cash and cash equivalents at beginning of
period 22,097,466 4,860,088
----------- ----------
Cash and cash equivalents at end of period $11,495,267 $5,940,060
----------- ----------
Supplemental cash flow information: ----------- ----------
Cash paid for interest $ 79,168 $ 91,126
----------- ----------
Cash paid for income taxes $ 62,923 $ 104,935
----------- ----------
</TABLE>
See accompanying notes to the consolidated financial statements
-8-
<PAGE> 9
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 March 31, 1997 and 1996, the numbers of shares used in computing earnings
per share were 6,699,788 and 7,191,625, respectively.
3. The Company has reclassified certain prior period amounts to conform with the
1997 presentation.
4. In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"),
which is effective for financial statements for annual periods ending after
December 15, 1997. SFAS 128 establishes standards for the computation,
presentation and disclosure requirements for earnings per share.
Management is currently evaluating the impact of SFAS 128 on the financial
statements.
-9-
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
Sales increased approximately 11.1% to $11,989,840 in 1997 from $10,792,732 in
1996. The 1996 period included $420,960 in progress billing towards an
irradiator sold to the United States Department of Agriculture. Excluding the
effect of the progress billing, sales increased 15.6% to $11,989,840 in 1997
from $10,371,772 in 1996, as a result of an overall increase in business across
the Isomedix network of facilities. This increase was partially offset by
competitive factors previously reported.
Gross profit increased to 50.4% of sales in 1997 from 48.5% in 1996. This
increase is attributable to the increase in sales.
Selling, general and administrative expenses, as a percentage of sales, were
26.8% in 1997 compared to 26.0% in 1996. This increase was primarily due to
severance payments of approximately $300,000 in the 1997 period. Before taking
this charge into account, selling, general and administrative expenses, as a
percentage of sales, were 24.3% in 1997.
Operating income increased 29.2% to $3,130,755 in 1997 from $2,422,556 in 1996,
before taking into account the charge in the 1997 period for severance payments
of approximately $300,000. Reflecting this charge, operating income increased
16.8% to $2,830,755 in 1997 from $2,422,556 in 1996. This increase is primarily
a result of increased sales as discussed above. As a percentage of sales,
operating income increased to 24.2% in 1997 compared to 23.2% in 1996.
Investment income decreased 7.7% to $177,048 in 1997 from $191,910 in 1996
primarily as a result of a decrease in invested capital compared to a year ago,
due to purchases of Company common stock, radioisotope and property, plant and
equipment.
-10-
<PAGE> 11
Interest expense decreased 10.0% to $107,188 in 1997 from $119,147 in 1996 as a
result of the payments of current maturities on long-term debt.
Income from continuing operations increased 16.4% to $1,740,369 in 1997 from
$1,495,380 in 1996. This increase is attributable to the reasons described
above.
Net income increased 17.2% to $1,740,369 from $1,484,501 in 1996. This increase
is attributable to the reasons described above. As a percentage of sales, net
income was 14.5% in 1997 compared to 13.8% in 1996.
LIQUIDITY AND CAPITAL RESOURCES
During the quarter ended March 31, 1997, the Company experienced a decrease in
its liquidity, attributable to the purchases of Company common stock, the
purchase of a gamma radiation facility in Puerto Rico, capital expenditures for
the purchase of equipment and radioisotope for the Company's existing
sterilization facilities and the construction of a new sterilization facility in
Libertyville, Illinois. This decrease was partially offset by cash provided by
operating activities, derived from net income for the period as adjusted for
non-cash expense items such as depreciation and amortization.
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.
-11-
<PAGE> 12
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.
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 1997 are
anticipated to be approximately $17 to $19 million, including the constructing
and equipping of the Company's new sterilization facility in Libertyville,
Illinois, which is expected to become operational in the second half of 1997 and
the purchase of a gamma radiation facility in Puerto Rico, which was completed
on March 19, 1997.
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.
-12-
<PAGE> 13
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:
XI(a) Statement Re: Computation of Earnings Per Share For
the Three Months Ended March 31, 1997 and 1996.
(Unaudited)
27 Financial Data Schedule
10 Supplement dated as of February 14, 1997, to
Employment Agreement dated as of May 16, 1995 by and
between the Company and John Masefield.
(b) Reports on Form 8-K:
During the three months ended March 31, 1997 the
registrant filed no reports on Form 8-K.
-13-
<PAGE> 14
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: May 15, 1997 /s/ Charles Truby
------------------------------
Charles Truby
Executive Vice President
and Chief Operating Officer
Date: May 15, 1997 /s/ Thomas J. DeAngelo
------------------------------
Thomas J. DeAngelo
Vice President
Finance and Administration and
Chief Financial Officer
-15-
<PAGE> 1
Exhibit 10
SUPPLEMENT TO
EMPLOYMENT AGREEMENT
SUPPLEMENT dated as of February 14, 1997 to EMPLOYMENT
AGREEMENT dated as of May 16, 1995 by and between ISOMEDIX INC., a Delaware
corporation (the "Company"), and JOHN MASEFIELD (the "Executive").
W I T N E S S E T H:
WHEREAS, the Executive and the Company have heretofore entered
into an Employment Agreement dated as of May 16, 1995 pursuant to which the
Executive has served as Chairman of the Company (the "Employment Agreement");
WHEREAS, the Company desires to have the Executive continue to
serve as the Chairman of the Company and, in addition, desires to have the
Executive serve as the Chief Executive Officer and President of the Company; and
WHEREAS, the parties desire to supplement the Employment
Agreement (the "Supplement") as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements hereinafter set forth, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Operation of this Supplement. The provisions of this
Supplement shall be deemed to supersede the corresponding provisions of the
Employment Agreement during the term of this Supplement and, upon expiration or
sooner termination of the term of this Supplement, such provisions of the
Employment Agreement shall be deemed reinstated. All provisions of the
Employment Agreement, including without limitation the provisions of Section 9
of the Employment Agreement (relating to Termination of Employment), unless
specifically superseded by this Supplement, shall remain in full force and
effect during the term of this Supplement.
2. Term. The term of the Executive's employment under this
Supplement shall commence on February 14, 1997 and shall terminate on February
13, 2001 unless sooner terminated in accordance with the Employment Agreement.
<PAGE> 2
2
3. Position, Duties. During the term of this Supplement,
Section 2 of the Employment Agreement shall be deemed to read as follows:
"The Executive shall serve in the position of Chairman, President and
Chief Executive Officer of the Company. The Executive shall perform,
faithfully and diligently, such duties, and shall have such
responsibilities, appropriate to said position, as shall be assigned to
him from time to time by the Board of Directors of the Company. The
Executive shall report directly to the Board of Directors of the
Company. The Executive shall devote his complete and undivided
attention to the performance of his duties and responsibilities
hereunder during the normal working hours of executive employees of the
Company."
4. Compensation. During the term of this Supplement, Section 3
of the Employment Agreement shall be deemed to read as follows:
"3.1 The Company shall pay the Executive, and the Executive shall
accept, a salary of $250,000 per annum payable in accordance with the
standard payroll practices of the Company.
3.2 The base salary set forth in Section 3.1. shall be adjusted
annually (but not decreased) on each anniversary date of this
Supplement by multiplying such base salary (as adjusted pursuant to
this Section 3.2) by a fraction, the numerator of which shall be the
Consumer Price Index (as hereinafter defined) for the month preceding
the month in which such adjustment is to be made, and the denominator
of which shall be the Consumer Price Index for the corresponding month
of preceding year. For purposes hereof, "Consumer Price Index" shall
mean the "Consumer Price Index for all Urban Consumers, Urban Wage
Earners and Clerical Workers-U.S. City Average (1982-84=100)" issued
monthly by the Bureau of Labor Statistics of the United States
Department of Labor, or any successor index thereto appropriately
adjusted.
<PAGE> 3
3
3.3 In addition to the increases in base salary set forth in Section
3.2, the Executive shall be entitled to such additional increases in
base salary during the term hereof as shall be determined by the Board
of Directors of the Company in its sole discretion.
3.4 The Executive shall be entitled to participate in the Executive
Bonus Program of the Company, and the Company shall make any such bonus
payment in either cash or common stock of the Company.
3.5 The Company shall cause to be granted to the Executive, as promptly
as practicable after the date hereof, options to purchase 100,000
shares of the common stock, par value $.01 per share (the "Common
Stock"), of the Company at an exercise price per share equal to the
fair market value of the Common Stock on the date of grant (the
"Options"). The Options shall be exercisable in full beginning at any
time following one year after the date of grant if at the time of
exercise the closing price for the Common Stock as quoted on the New
York Stock Exchange shall have equalled or exceeded twenty dollars
($20.00) per share (subject to adjustment for events affecting the
Common Stock or the capital structure of the Company) on at least
twenty (20) trading days, which need not be consecutive, subsequent to
the date of grant. The Options shall be otherwise subject to the terms
of the Company's 1996 Long Term Incentive Plan."
5. Car Allowance. During the term of this Supplement, Section
6 of the Employment Agreement shall be deemed to read as follows:
"The Company shall provide the Employee with an
automobile allowance in the amount of $500.00 per
month."
<PAGE> 4
4
6. Other Modifications.
(a) During the term of this Supplement, (i) the last sentence
of Section 5 of the Employment Agreement (relating to substitute office space)
is suspended; and (ii) the last sentence of Section 7 (relating to time
required) is suspended.
(b) For each year of service rendered by the Executive under
this Supplement, the term of the Employment Agreement set forth in Section 1.2
of the Employment Agreement shall be correspondingly extended for one year.
(c) The Aggregate Salary (as defined in the Employment
Agreement) shall not be deemed reduced by any salary, bonus or other
compensation paid to the Executive under this Supplement.
(d) The Employment Agreement is hereby amended by inserting
following "May 31, 2003" in each of Section 9.1 and 9.3 the phrase "(or such
date to which the term of the Employment Agreement shall have been extended
pursuant to Section 2 of this Supplement)".
7. Effect of Supplement. The Employment Agreement as hereby
supplemented and modified continues in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Supplement as of the date first above written.
ISOMEDIX INC.
By: /s/ Thomas J. DeAngelo
-------------------------------
Thomas J. DeAngelo
Vice President, Finance
and Administration
/s/ John Masefield
-------------------------------
John Masefield
<PAGE> 1
EXHIBIT XI(a)
ISOMEDIX INC. AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE FOR THE
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
Net income and common shares used in the calculation of earnings per share for
the three months ended March 31, 1997 and 1996, were computed as follows:
<TABLE>
<CAPTION>
March 31, March 31,
1997 1996
---------- -----------
<S> <C> <C>
Income from continuing operations $1,740,369 $1,495,380
Discontinued operations -- (10,879)
---------- ----------
Net Income $1,740,369 $1,484,501
========== ==========
Weighted average number of
common shares outstanding
during the year 6,588,241 6,992,746
Add: Shares issuable upon
assumed exercise or con-
version of stock options
and warrants 111,547 198,879
---------- ----------
Common Shares 6,699,788 7,191,625
========== ===========
Primary earnings (loss) per
common share: (1)
Continuing operations $ .26 $ .21
Discontinued operations $ -0- $ -0-
---------- ----------
Net income $ .26 $ .21
========== ===========
</TABLE>
(1) Fully diluted earnings per common share is equivalent to primary earnings
per common share.
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 11,495,267
<SECURITIES> 0
<RECEIVABLES> 7,482,254
<ALLOWANCES> 412,000
<INVENTORY> 0
<CURRENT-ASSETS> 21,438,799
<PP&E> 150,464,993
<DEPRECIATION> 61,025,175
<TOTAL-ASSETS> 112,004,191
<CURRENT-LIABILITIES> 4,897,292
<BONDS> 7,900,000
0
0
<COMMON> 71,699
<OTHER-SE> 89,943,088
<TOTAL-LIABILITY-AND-EQUITY> 112,004,191
<SALES> 11,989,840
<TOTAL-REVENUES> 11,989,840
<CGS> 5,940,763
<TOTAL-COSTS> 5,940,763
<OTHER-EXPENSES> 3,218,322
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 107,188
<INCOME-PRETAX> 2,900,615
<INCOME-TAX> 1,160,246
<INCOME-CONTINUING> 1,740,369
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,740,369
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26
</TABLE>
